UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~December~~ 18January 16, ~~2025~~2026

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

~~001-37564~~

~~36-4794936~~

001-37564

36-4794936

(State or other jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdiction ofIncorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

2750 Premiere Parkway, Ste. 900

Duluth, Georgia 30097

(Address Of Principal Executive Offices) (Zip Code)

678-367-0809

(Registrant’s Telephone Number, Including Area Code)

NAN/A

(Former name or formed address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

BOXL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ o

Item 1.01 Entry into a Material Definitive Agreement.

On December 18, 2025, Boxlight Corporation, a Nevada corporation (the “Company”), and its subsidiaries entered into the Eleventh Amendment to Credit Agreement (the “Eleventh Amendment”) with Whitehawk Finance LLC, as the lender (the “Lender”) and Whitehawk Capital Partners LP, as administrative agent and collateral agent (the “Agent”). The Eleventh Amendment amends the Credit Agreement, originally entered into on December 31, 2021, as amended on April 4, 2022, June 21, 2022, April 24, 2023, June 26, 2023, March 14, 2024, April 19, 2024, August 12, 2024, March 24, 2025, August 12, 2025, and December 2, 2025, between the Company, its subsidiaries as guarantors, the Agent, and the Lender.

The Eleventh Amendment becomes effective upon the date upon which its conditions subsequent are satisfied. The subsequent conditions include certain collateral perfection and assessment actions and delivery of legal opinions. The Eleventh Amendment is expected to become effective by January 31, 2026.

Pursuant to the Credit Agreement, the Company is currently indebted to the Lender in the approximate amount of $32.2 million.

Material Terms and Amendments:

Extension of Maturity

Pursuant to the Eleventh Amendment, the Lender agreed to extend the final maturity date of the loans under the Credit Agreement from December 31, 2025 to April 1, 2027.

Amortization

Mandatory quarterly amortization payments on the initial term loan are suspended for the period commencing on the Eleventh Amendment’s effective date through, and including, June 30, 2026, with the first amortization payment thereafter due on September 30, 2026.

Interest Rates

The “Applicable Margin” is set at 6.50% for Secured Overnight Financing Rate (SOFR) loans and 5.50% for reference rate loans, the same as in the Tenth Amendment. Additionally, the definition of the “Reference Rate” was amended to 5.50% per annum from the previous 5.25% per annum.

Financial and Other Covenants

• The Company must maintain qualified cash at all times of at least (i) $1,000,000 from and after January 1, 2025 until the Eleventh Amendment, and (ii) $1,500,000 from and after the Eleventh Amendment effective date.

• Pursuant to the amendment, the financial covenant requiring compliance with the Senior Leverage Ratio was removed and the Company is subject to a Minimum Consolidated Adjusted EBITDA covenant commencing with the testing period ending March 31, 2026 (set at $1,940,000 for such period), and varying thereafter as set forth in the Eleventh Amendment.

• Certain covenants related to business, management and governance oversight were added.

Prepayments from Capital Events

The Eleventh Amendment modifies the mandatory prepayment provisions regarding net cash proceeds from equity offerings and certain permitted additional indebtedness, requiring 50% (or 100% if an event of default exists) of such proceeds to be applied to prepay Credit Agreement loans, provided that the loan parties may retain up to $5,000,000 of such proceeds for working capital and general corporate purposes.

Permitted Over Advance

The Eleventh Amendment permits Credit Agreement indebtedness in excess of maximum amounts in an aggregate amount not to exceed for the months ending December 31, 2025, $4,000,000; January 31, 2026, $4,400,000; February 28, 2026, $5,500,000 and from and after March 31, 2026 (and each month thereafter), $4,000,000.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above regarding the Eleventh Amendment is incorporated by reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Boxlight Corporation (the “Company”) determined to initiate a planned leadership transition as the Company advances its operational and strategic priorities. As part of this transition, ~~Dale~~Jens ~~Strang~~Holstebro will step down from his role as ~~Chief~~ Executive ~~Officer~~VP and ~~member~~General ~~of the~~Manager ~~Board~~ of ~~Directors~~the Americas, effective ~~Feb~~January 1727, 2026.

~~Boxlight~~Mr. ~~expects~~Holstebro has agreed to ~~regain compliance~~support ~~with~~the transition of his responsibilities, and the ~~NASDAQ~~Company ~~requirement~~appreciates tohis ~~maintain~~leadership during a ~~Majority~~period ~~Independent~~of ~~Board~~significant ~~with~~change. Mr. ~~Strang~~Holstebro’s ~~aforementioned~~departure ~~Board~~will ~~resignation~~be treated as a termination of his employment without “cause” under his Employment Agreement dated February 26, 2024, and effective as of March 1, 2024 (the “Employment Agreement”).

~~Mr.~~Under ~~Strang has agreed to support~~ the ~~transition~~terms of ~~his responsibilities, and~~ the ~~Company~~Employment ~~appreciates~~Agreement, ~~his leadership during a period of significant change.~~ Mr. ~~Strang’s departure~~Holstebro will be ~~treated~~entitled asto areceive ~~termination~~the offollowing ~~his~~compensation ~~employment without “cause” under his Employment Agreement dated September 30, 2024~~ and ~~effective as of July 1, 2024 (the “Employment Agreement”). `~~benefits:

~~Under~~•Accrued ~~the~~obligations ~~terms~~as of the ~~Employment Agreement~~Effective Date, ~~Mr.~~consisting ~~Strang~~of ~~will~~all beaccrued ~~entitled~~and tounpaid ~~receive~~base salary, any earned but unpaid annual cash incentive bonus (currently no annual incentive payment for the ~~following~~Company’s ~~compensation~~fiscal year 2025 is anticipated), payment for accrued but unused paid time off, reimbursement of reasonable business expenses and any benefits:, payments or continuation/conversion rights required by applicable law under benefit plans; and

·•Severance ~~Accrued~~benefits, ~~obligations~~including as(i) of12 ~~the~~months ~~Effective~~of ~~Date,~~current ~~consisting~~base ofsalary; ~~all~~(ii) ~~accrued~~the ~~and~~earned but unpaid ~~base salary~~portion, if any, ~~earned~~of ~~but~~his ~~unpaid~~long-term ~~annual~~ cash incentive bonus; and (~~currently~~iii) noCompany ~~annual~~contributions ~~incentive~~toward ~~payment~~COBRA premiums for ~~the~~continued ~~Company’s~~group ~~fiscal~~medical, ~~year~~dental ~~2025~~and/or isvision ~~anticipated),~~coverage ~~payment~~ for ~~accrued~~Mr. ~~but~~Holstebro ~~unused~~and ~~paid~~his ~~time~~eligible ~~off,~~dependents ~~reimbursement~~in the amount that the Company contributes toward comparable coverage of ~~reasonable~~active ~~business~~senior ~~expenses~~executives ~~and~~of ~~any~~the ~~benefits~~Company under its group health, ~~payments~~dental, and/or ~~continuation/conversion~~vision ~~rights~~plans, ~~required~~to bycease ~~applicable~~after ~~law~~the ~~under~~end ~~benefit~~of ~~plans;~~the ~~and~~12 month-period or when his COBRA continuation coverage ends, whichever is earlier.

·Under ~~Severance~~the ~~benefits,~~terms ~~including (i) 12 months~~ of ~~current~~Mr. ~~base salary, paid in regular installments over 12 months in accordance with the Company~~Holstebro’s ~~regular~~long-term ~~payroll~~cash ~~practices;~~incentive plan (ii“LTIP”), ~~the~~he ~~earned~~is ~~portion,~~entitled ifto ~~any,~~payment of ~~the~~any ~~annual~~amount ~~cash~~earned ~~incentive~~with ~~bonus~~respect ~~for~~to the ~~Company’s~~July ~~2026 fiscal year~~1, ~~paid~~2025 inthrough aJune ~~lump sum within~~ 30, ~~days~~2026 ~~after the Effective Date; and (iii) Company contributions toward COBRA premiums for continued group medical~~performance, ~~dental~~provided ~~and/or~~he ~~vision~~executes ~~coverage~~a ~~for Mr~~release. ~~Strang~~Although ~~and his eligible dependents in~~ the amount ~~that~~of the ~~Company~~LTIP ~~contributes~~with ~~toward~~respect ~~comparable~~to ~~coverage of active senior executives of~~ the ~~Company~~current ~~under~~performance ~~its~~period ~~group~~cannot ~~health,~~be ~~dental,~~determined ~~and/or~~at ~~vision~~this ~~plans~~time, ~~to cease after~~ the ~~end~~amount ofis ~~the~~expected 12to ~~month-period~~be orno ~~when~~less ~~his~~than ~~COBRA~~approximately ~~continuation~~$25,000 ~~coverage~~under ~~ends,~~the ~~whichever~~terms isof ~~earlier~~the LTIP.

~~Under~~All ~~the~~payments ~~terms~~and ofbenefits ~~Mr.~~are ~~Strang’s long-term~~intended ~~cash~~to ~~incentive~~comply ~~plan (“LTIP”)~~with, heor isbe ~~entitled~~exempt tofrom, ~~payment~~Section 409A of ~~any~~the ~~amount~~Internal ~~earned~~Revenue ~~with~~Code, ~~respect~~and tononqualified ~~the~~deferred ~~July~~compensation ~~1, 2025~~may ~~through~~be ~~June~~subject ~~30,~~to ~~2026~~a ~~performance,~~six-month ~~provided~~delay heif ~~executes~~Mr. Holstebro is a ~~release~~“specified employee” under Section 409A. ~~Although~~Payments ~~the~~may ~~amount~~be ofautomatically ~~the~~reduced ~~LTIP~~under ~~with~~an ~~respect~~excess parachute payment cutback to avoid the ~~current~~excise ~~performance period~~tax ~~cannot~~under beSections ~~determined~~280G atand ~~this~~4999 ~~time,~~of the ~~amount~~Internal isRevenue ~~expected~~Code, tounless behe nowould ~~less~~retain ~~than~~a ~~approximately~~greater ~~$25,200~~after-tax ~~under~~amount ~~the~~without ~~terms~~such ~~of the LTIP~~reduction.

Severance benefits are conditioned on Mr. Strang’s execution and nonrevocation of a general release of claims and an agreement not to solicit the Company’s customers and employees. All payments and benefits are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code, and nonqualified deferred compensation may be subject to a six-month delay if Mr. Strang is a “specified employee” under Section 409A. Payments may be automatically reduced under an excess parachute payment cutback to avoid the excise tax under Sections 280G and 4999 of the Internal Revenue Code, unless he would retain a greater after-tax amount without such reduction.

The foregoing summary of the terms of the Employment Agreement and LTIP are qualified in their entirety by reference to the full text of such documents, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	~~Description~~	Description
10.1	~~Employment Agreement dated September 30, 2024 between the Company and Dale Strang~~	Employment Agreement dated February 26, 2024, between the Company and Jens Holstebro
10.2	~~Boxlight Corporation 2021 Cash Long-Term Incentive Award Plan for Dale Strang~~	Boxlight Corporation 2021 Cash Long-Term Incentive Award Plan for Jens Holstebro
10.3*	Eleventh Amendment to Credit Agreement dated as of December 18, 2025 by and among, the Company, the guarantors, the Lender and the Agent
101		Cover Page Interactive Data File (embedded within the Inline XBRL document)
101	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules and attachments upon request by the Securities & Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~BOXLIGHT CORPORATION~~		BOXLIGHT CORPORATION
Dated: December 29, 2025
Dated:		January 16, 2026
	~~By: /s/ Ryan Zeek~~		By: /s/ Ryan Zeek
	~~Name: Ryan Zeek~~		Name: Ryan Zeek
	~~Title: Chief Financial Officer~~		Title: Chief Financial Officer

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