Boxlight Announces 1-for-5 Reverse Stock Split of Class A Common Stock

Rhea-AI Summary

Boxlight (Nasdaq: BOXL) has announced a 1-for-5 reverse stock split of its Class A common stock, effective February 14, 2025, at 5:01 p.m. Eastern Time. The stock will begin trading on a split-adjusted basis on February 18, 2025, under the same symbol 'BOXL'.

The reverse split aims to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share. Every 5 shares will be consolidated into one share, reducing the total authorized shares from 18,750,000 to 3,750,000. The par value remains at $0.0001 per share.

Proportionate adjustments will be made to equity awards, warrants, and convertible preferred stock. No fractional shares will be issued, with fractions being rounded up. VStock Transfer, will serve as the transfer agent, and stockholders are not required to take any action.

Positive

• Potential compliance with Nasdaq listing requirements through bid price increase
• No action required from shareholders for the stock split process

Negative

• Indicates company's struggle to maintain minimum share price requirements
• Reduction in total number of tradable shares may affect liquidity

Insights

Financial Analyst

This reverse stock split represents a critical defensive move by Boxlight to maintain its Nasdaq listing, though it's important to understand that this is purely a technical adjustment that doesn't fundamentally change the company's market capitalization or underlying value. The 1-for-5 ratio will mechanically multiply the stock price by 5 while reducing the share count proportionally.

The timing of this action is particularly noteworthy as it comes amid Boxlight's struggle to maintain the important $1.00 minimum bid requirement for Nasdaq listing. While reverse splits are often viewed negatively by the market as they're typically implemented by companies under pressure, they can provide breathing room for potential business improvement and maintain institutional investor access through continued exchange listing.

Several technical aspects warrant attention:

• The automatic rounding up of fractional shares could result in a minimal increase in the company's market capitalization
• The reduction in authorized shares from 18.75M to 3.75M limits future dilution capacity
• The proportional adjustment of convertible securities and warrants maintains the capital structure's integrity

From a market dynamics perspective, the reduced float could potentially lead to increased volatility in the stock price. Additionally, while the split doesn't directly affect the company's fundamentals, it often signals to the market that management is taking active steps to maintain listing compliance, which can be viewed as a double-edged sword - demonstrating proactive management but also highlighting underlying financial challenges.

The success of this corporate action will ultimately depend on the company's ability to execute its business strategy and improve its financial performance, as reverse splits alone historically have a mixed track record in creating sustainable price improvements.

Class A Common Stock Expected to Begin Trading on Reverse-Split Adjusted Basis on February 18, 2025

DULUTH, Ga.--(BUSINESS WIRE)-- Boxlight Corporation (Nasdaq: BOXL), a leading provider of interactive technology solutions, today announced that its Board of Directors has approved a 1-for-5 reverse stock split (the “Reverse Stock Split”) of Boxlight’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”).

The Reverse Stock Split is intended to enable the Company to regain compliance with the minimum bid price requirement of $1.00 per share of the Company’s Class A Common Stock for continued listing on The Nasdaq Capital Market (“Nasdaq”).

The Reverse Stock Split will become effective at 5:01 p.m. Eastern Time on February 14, 2025, and the Class A Common Stock will open for trading on Nasdaq on a reverse split-adjusted basis on February 18, 2025 under the existing trading symbol “BOXL.” The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 103197307. At the effective time of the Reverse Stock Split, every 5 shares of the Class A Common Stock either issued and outstanding or held as treasury stock will be automatically reclassified into one new share of Class A Common Stock. The total number of shares of Class A Common Stock authorized for issuance will be reduced by a corresponding proportion from 18,750,000 shares to 3,750,000 shares of Class A Common Stock. The par value per share of the Class A Common Stock will remain unchanged at $0.0001 per share.

As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Class A Common Stock underlying Boxlight’s outstanding equity awards and the number of shares issuable under Boxlight’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards, as applicable. In addition, proportionate adjustments will be made to Boxlight’s outstanding warrants, resulting in each warrant becoming exercisable for 1/5th of a share of Class A Common Stock. Furthermore, proportionate adjustments will be made to the conversion factor at which the Company’s convertible preferred stock may be converted into Class A Common Stock. The total number of shares of preferred stock of Boxlight authorized for issuance will remain at 50,000,000.

No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.

VStock Transfer, LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Class A Common Stock are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

About Boxlight Corporation

Boxlight Corporation (Nasdaq: BOXL) (“Boxlight”) is a leading provider of interactive technology solutions under its award-winning brands Clevertouch^®, FrontRow™ and Mimio^®. The company aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, audio solutions, supporting accessories and professional services. For more information about the Boxlight story, visit www.boxlight.com.

Forward Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks” or other similar expressions. Such statements may include, but are not limited to, statements about the Reverse Stock Split and the timing thereof, as well as the trading of the Class A Common Stock and the Company’s ability to regain compliance with the minimum bid price requirement for continued listing on Nasdaq. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. Further information on factors that could cause Boxlight’s actual results to differ materially from the results anticipated by Boxlight’s forward-looking statements is included in the reports Boxlight has filed with the U.S. Securities and Exchange Commission. Boxlight does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250213007469/en/

Media

Sunshine Nance

+1 360-464-2119 x254

sunshine.nance@boxlight.com

Investor Relations

Greg Wiggins

+1 360-464-4478

investor.relations@boxlight.com

Source: Boxlight Corporation

FAQ

When will BOXL's 1-for-5 reverse stock split take effect?

The reverse stock split will become effective at 5:01 p.m. Eastern Time on February 14, 2025, with trading on the split-adjusted basis beginning February 18, 2025.

What happens to BOXL shareholders' existing shares after the reverse split?

Every 5 shares of Class A Common Stock will be automatically consolidated into one new share, with fractional shares being rounded up to the nearest whole share.

How will BOXL's reverse split affect the total authorized shares?

The total authorized shares will be reduced from 18,750,000 to 3,750,000 shares of Class A Common Stock.

What is the purpose of BOXL's reverse stock split?

The reverse split aims to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share for continued listing.

Will BOXL shareholders need to take any action for the reverse split?

No, registered stockholders and those owning shares via brokers are not required to take any action, as positions will be automatically adjusted.