Boxlight issues $850K Series E preferred to Chairman-linked J.J. Astor; variable conversion, $0.95 floor

Boxlight Corp

Series E SPA: 106,250 shares of new Series E Convertible Preferred at $8.00/share (20% OID), aggregate subscription $850,000, stated value $10.00/share ($1,062,500 total).
Buyer J.J. Astor & Co. is led by CEO Michael Pope, also Boxlight's Chairman; he recused himself and disinterested directors (Clark, Fittin, Kuo, Elliott) unanimously approved Sept 30, 2026.
Series E terms: conversion at greater of $0.95 floor (20% of Nasdaq minimum) or 80% of 5-day lowest close; 19.99% exchange cap and beneficial ownership limit; 20%/yr default dividends PIK.
Net proceeds for working capital and potential acquisitions; barred from debt repayment, share redemptions, or litigation settlements; RRA requires resale S-1 within 30 days.
Series D CoD amended: liquidation preference no longer triggered by merger/asset sale; new Section 15(d) requires Series D majority consent for mergers, >50% tender offers, and asset sales.

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