UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously reported in its Current Report on Form 8-K filed June 4, 2025, on May 27, 2025, Boxlight Corporation, a Nevada corporation (the “Company”), entered into an Inventory Finance Agreement (the “Agreement”) with J.J. ASTOR & CO., a Utah corporation (“J.J. Astor”). Michael Pope, Chairman of the Company’s Board of Directors, and its former president and chief executive officer, is the chief executive officer of J.J. Astor. J.J. Astor is beneficially owned, directly or indirectly, by a private investment fund managed by Mr. Pope.
On November 3, 2025, the Company and J.J. Astor entered into an amendment and restatement of the Agreement (the “Restated Agreement”). Under the Restated Agreement, the Company may finance 80% of the purchase of certain finished goods inventory from one of the Company’s manufacturers and suppliers of such inventory up to an aggregate outstanding amount of $9 million, a $3 million increase from the maximum amount under the original Agreement. Each advance under the Restated Agreement remains payable by the Company within 90 days at a rate of $1.0535 per $0.80 advanced. The term of the Restated Agreement is until November 3, 2026, unless mutually extended or earlier terminated by J.J. Astor.
Under the Restated Agreement, J.J. Astor may elect from time to time to convert all or a portion of the amounts owed by the Company into shares of the Company’s common stock, par value $0.001 per share. J.J. Astor can require the Company to register any such shares for public resale with the Securities & Exchange Commission.
The description of the Restated Agreement set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full text of the Restated Agreement, which will be filed, with any confidential terms redacted, as an exhibit to the Company’s next periodic report filed with the Securities & Exchange Commission.
| 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 of this report is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Dated: November 7, 2025
BOXLIGHT CORPORATION
| By: | /s/ Ryan Zeek | |
| Name: | Ryan Zeek | |
| Title: | Chief Financial Officer | |