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Duluth, GA – August 11, 2026 – Boxlight Corporation (Nasdaq: BOXL) (“Boxlight” or the “Company”), a leading provider of interactive technology solutions, today announced the closing of a private placement on August 6, 2026, of shares of its newly designated Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), to certain accredited investors for aggregate gross proceeds of up to $7,500,000, of which $5,500,000 was funded at the initial closing, before deducting placement agent fees and other offering expenses.
In connection with the private placement, the Company entered into a Securities Purchase Agreement with the purchasers, pursuant to which the Company agreed to issue and sell an aggregate of 937,500 shares of Series D Preferred Stock at a purchase price of $8.00 per share, each share having a stated value of $10.00, reflecting a 20% original issue discount. The aggregate subscription amount of $7,500,000 is payable in two tranches: $5,500,000 at the initial closing and $2,000,000 upon effectiveness of a resale registration statement, subject to certain conditions.
Each share of Series D Preferred Stock is convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a conversion price equal to the greater of (i) the adjusted floor price then in effect and (ii) 80% of the lowest closing price of the Class A Common Stock during the five consecutive trading days ending on and including the trading day immediately prior to the applicable conversion date. The Series D Preferred Stock is subject to a 4.99% beneficial ownership limitation.
Concurrently with the private placement, the Company entered into an Equity Purchase Agreement (the “Equity Line”) with Secure Net Capital LLC, pursuant to which the Company has the right, but not the obligation, to sell to Secure Net Capital LLC up to $15,000,000 of the Company’s Class A Common Stock from time to time over a 36-month period, subject to certain conditions, including the effectiveness of a resale registration statement. As consideration for Secure Net Capital LLC’s commitment under the Equity Line, the Company agreed to issue shares of Class A Common Stock having an aggregate value of $150,000 (the “Commitment Shares”), with the number of Commitment Shares determined in accordance with the Equity Purchase Agreement. In connection with the Equity Line, the Investor may elect to receive pre-funded warrants to purchase Class A Common Stock at an exercise price of $0.0001 per share in lieu of certain commitment shares, subject to the beneficial ownership limitation.
RBW Capital Partners LLC, securities offered through Dawson James Securities, Inc, acted as the exclusive placement agent for the private placement.
The Company intends to use the net proceeds from the private placement for general corporate purposes, including working capital and the retirement of debt.
The securities described above were offered and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
