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, Financial Statements and Exhibits
$BOXL
Other Consumer Services
Real Estate
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): June 6, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 6, 2025, Charles P. Amos resigned as a director of Boxlight Corporation (the “Company”). The Company is grateful for Mr. Amos’s service.
Item 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Requirement; Transfer of Listing.
As previously reported in the Company’s Current Report on Form 8-K filed on June 4, 2025, R. Wayne Jackson resigned as a director of the Company on May 23, 2025. Also as previously reported, 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.
Mr. Jackson’s resignation has also resulted in the Company not being in compliance with Nasdaq Rule 5605(b)(1), which requires that a majority of the Board of Directors must be comprised of independent directors as defined in Nasdaq listing standards. Pursuant to Nasdaq Rule 5605(b)(1)(A), the Company also has 180 days from the date of Mr. Jackson’s resignation, or until November 19, 2025, to cure this noncompliance.
The Company currently expects to recruit another director with the requisite qualifications to serve on the Audit Committee and succeed Mr. Jackson.
Due to Mr. Amos’ resignation, regaining compliance with Nasdaq’s majority-independent board requirement will require additional action beyond replacing Mr. Jackson with a suitable successor. The Board of Directors is currently considering near-term changes to its composition to address the ratio of independent to non-independent directors.
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.
| BOXLIGHT CORPORATION | ||||||||
| Dated: | June 12, 2025 | |||||||
| By: /s/ Greg Wiggins | ||||||||
| Name: Greg Wiggins | ||||||||
| Title: Chief Financial Officer | ||||||||