Boxlight (BOXL) Proxy filing summary

Executive summary

• Special meeting set for November 10, 2026; eight proposals seek financing flexibility, Nasdaq listing support, expanded share capacity, a new equity plan and a name change.

• August 2026 financing was intended to fund operations, service debt and restore Nasdaq minimum-equity compliance; proceeds repaid ~$2.25 million of WhiteHawk principal and ~$0.14 million in prepayment penalties.

• Series D financing includes $7.5 million in subscriptions, with a $2 million second tranche contingent on specified stockholder approvals and other conditions.

Voting matters and shareholder proposals

• Board recommends FOR all eight proposals: reverse splits, Exchange Cap, WhiteHawk, adjournment, authorized shares, J.J. Astor, 2026 Plan and name change.

• Proposal 1 permits one or more reverse splits up to 1-for-1,000, at Board discretion within three years of approval; Series E terms limit ratios above 1-for-500 without holder consent, except to meet listing standards.

• Proposal 2 seeks approval for issuances above 19.99% under Series D, Series E and the ELOC, including Series E voting rights above that cap; ELOC approval covers up to $15 million plus a $150,000 commitment fee.

• Proposal 3 permits stock issuances below the WhiteHawk warrant's current $387.82 exercise price; Proposal 4 permits adjournment to solicit additional votes.

• Proposal 6 seeks approval for conversion shares under the J.J. Astor Inventory Finance Agreement above 19.99%; Proposal 8 proposes the name Boxlight Group Corporation.

Board of directors and corporate governance

• Michael Pope recused himself from Board deliberations and votes on Series E matters and the J.J. Astor proposal; disinterested directors unanimously approved the Series E transactions.

• Carine Clark, Peter Fittin, Tiffany Kuo and Mark Elliott approved the Series E transactions by unanimous written consent on September 30, 2026.

• The name change is intended to reflect a diversified holding-company structure and strategic direction; the Board expects to file the amendment promptly after the special meeting if approved.