Document

8-K 1 boxlight-form8xkdirectorre.htm 8-K Document

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): May 23, 2025

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

001-37564

36-4794936

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification 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)

Not Applicable

(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:


¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨			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 ¨

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. ¨

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

On May 23 2025, R. Wayne Jackson, 67, resigned as a director of Boxlight Corporation (the “Company”) for personal reasons. Mr. Jackson’s resignation did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company is grateful for Mr. Jackson’s years of service and contributions to the board.

Item 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Requirement; Transfer of Listing.

As a result of Mr. Jackson’s resignation, the Company is not in compliance with Nasdaq Rule 5605(c)(2)(A), which requires, among other things, that audit committees have at least three members and that at least one member have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication.

Pursuant to Nasdaq Rule 5605(c)(4)(B), the Company has 180 days from the date of Mr. Jackson’s resignation, or until November 19, 2025, to cure the noncompliance, which the Company currently expects to do by recruiting another director with the requisite qualifications to serve on the Audit Committee. There is no guarantee, however, that the Company will be able to recruit a qualified individual.

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: May 30, 2025

BOXLIGHT CORPORATION

By: /s/ Greg Wiggins

Name: Greg Wiggins

Title: Chief Financial Officer

Boxlight Corporation filed SEC Form 8-K: Leadership Update, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing