Monitor for stockholder meeting within 180 days to approve issuance above the Exchange Cap; if approval is not obtained, conversion will be capped at 19.99% of outstanding shares. Also watch for any triggering of default dividends if the stock trades below $0.95 for 5 consecutive days.
Price Chart
Executive Summary
Boxlight issued 106,250 shares of Series E Convertible Preferred Stock to J.J. Astor & Co. for $850,000 (gross proceeds), reflecting a 20% original issue discount. The Series E Preferred has a variable conversion price (80% of the 5-day VWAP, floored at $0.95 initially, subject to periodic resets) and ranks junior to the existing Series D Preferred. The Series D holders consented to the new issuance and waived certain rights. Proceeds are for general corporate purposes. The combination of a dilutive, variable-rate preferred issuance with a low floor price and ongoing cash needs is bearish for common shareholders.
Key Financial Metrics
Key Facts
- Issued 106,250 shares of Series E Convertible Preferred Stock to J.J. Astor & Co. at $8.00/share ($850,000 subscription amount), aggregate stated value $1,062,500.
- Series E Preferred is convertible into Class A common at a variable price equal to the greater of the Adjusted Floor Price and 80% of the lowest closing price over the prior 5 trading days.
- Initial Floor Price set at $0.95 (20% of Nasdaq Minimum Price), subject to downward reset every six months and full-ratchet anti-dilution if the company issues securities below the floor after 6 months.
- Conversion is blocked until Series D Preferred is fully converted/ redeemed, or 180 days after issuance, or stockholder approval is obtained.
- 19.99% Exchange Cap and Beneficial Ownership Limitation apply until Required Stockholder Approvals are obtained.
- Cumulative default dividends of 20% per annum (payable in kind) accrue upon an Event of Default or if common stock trades below the Floor Price for 5 consecutive days.
- Series D holders (majority) consented to the Series E issuance and waived certain rights under the Series D SPA and Certificate of Designation.
- Net proceeds to be used for general corporate purposes, including working capital and potential acquisitions.
Financial Impact
Gross proceeds of $850,000; potential for significant dilution given variable conversion price with a floor as low as $0.95 and periodic resets.
Risk Factors
- Highly dilutive variable-rate conversion feature with a low floor price that can reset downward.
- Cumulative 20% default dividend payable in kind if common stock trades below $0.95 for 5 consecutive days or upon an Event of Default.
- Company may need additional capital, and the Series E terms restrict other equity issuances and variable-rate transactions.
- Michael Pope (CEO of J.J. Astor) is also Executive Chairman of Boxlight, creating a related-party dynamic.
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-107308 |
| Document: ea030765001ex10-3.htm | 0001213900-26-107308 |
| Document: ea0307650-8k_boxlight.htm | 0001213900-26-107308 |
| Document: ea030765001ex3-2.htm | 0001213900-26-107308 |
| Document: ea030765001ex10-1.htm | 0001213900-26-107308 |
| Document: ea030765001ex10-4.htm | 0001213900-26-107308 |
| Document: ea030765001ex3-1.htm | 0001213900-26-107308 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | S-1/A | $2.69 | awaiting T+20 | — | $2.65 (+1.49%) |
Oct 15, 2026 12d ago | DEF 14A | $2.95 | awaiting T+20 | — | $2.65 (+10.17%) |
Oct 13, 2026 14d ago | 8-K/A | $2.80 | awaiting T+20 | — | $2.65 (−5.36%) |
Oct 6, 2026 21d ago | 8-K | $3.24 | awaiting T+20 | — | $2.65 (+18.21%) |
Sep 22, 2026 5w ago | S-1 | $4.93 $2.85 | ▲ +42.19% | ▲ +42.88% | $2.65 (+46.25%) |
Aug 25, 2026 9w ago | 8-K | $6.50 $4.93 | ▲ +24.10% | ▲ +25.07% | $2.65 (+59.20%) |
Jul 29, 2026 12w ago | 8-K | $2.73 $6.05 | ▲ +121.61% | ▲ +116.59% | $2.65 (−2.93%) |
Jun 26, 2026 17w ago | DEFA14A | $4.60 $3.55 | ▲ +22.83% | ▲ +22.55% | $2.65 (+42.39%) |
Jun 11, 2026 19w ago | Insider Cluster | $0.7351 $0.6517 | ▼ −11.35% | ▼ −12.71% | $2.65 (+260.50%) |
Jun 11, 2026 19w ago | Insider Cluster | $0.7700 $0.7100 | ▼ −7.79% | ▼ −9.34% | $2.65 (+244.16%) |
US Market Status
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