Boxlight Corporation

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 1, 2026, Boxlight Corporation (the “Company”) received written notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the Company’s non-compliance with the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b) (the “Rule”), the Company’s securities were subject to suspension and delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely submit its request for a hearing before the Panel, which request will stay any further suspension or delisting action by Nasdaq at least pending the conclusion of the hearing and the expiration of any extension the Panel may grant to the Company following the hearing. At the hearing, the Company will present its plan to evidence compliance with the Rule and request an extension of time to do so. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to demonstrate compliance with the applicable Nasdaq listing criteria within any extension period that may be granted by the Panel. At its annual meeting of stockholders held on June 2, 2026, the Company obtained the approval of its stockholders for the potential issuance of shares of its Class A Common Stock and/or securities convertible into or exercisable for Class A Common Stock in an amount equal to 20% or more of the Company’s outstanding Class A Common Stock in connection with a non-public transaction or series of transactions. The Company is currently exploring potential financing and other alternatives that would enable it to regain and sustain compliance with the Rule. Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies, and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate,” or other comparable terms. Forward-looking statements in this report include, without limitation, statements regarding the Company’s intention to timely request a hearing before the Panel to appeal Staff’s determination, the outcome of any such hearing, the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements, and the possibly entry by the Company into a definitive agreement with respect to a financing transaction. These forward-looking statements are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed in such forward-looking statements, including, without limitation: whether the Company timely requests a hearing before the Panel; the outcome of any hearing before the Panel and whether the Panel grants the Company’s request for continued listing; the Company’s ability to regain and sustain compliance with Nasdaq’s continued listing requirements; whether the Company enters into a definitive agreement with respect to a financing, and the timing and terms of any such financing. The Company undertakes no obligation to update any forward-looking statement to reflect events after the date of this report or to reflect the occurrence of unanticipated events, except as may be required by applicable law.