宝视来美股招股说明书(2025-09-25版)

BOXLIGHT CORPORATION 1,333,333 Shares of ClassA Common Stock We are offering 1,333,333 shares of our ClassA common stock, par value $0.0001 per share, directly to certain institutionalinvestors at a public offering price of $3.00 per share. Our ClassA common stock is listed on the Nasdaq Capital Market under thesymbol “BOXL.” On September23, 2025, the last reported sale price of the ClassA common stock on the Nasdaq Capital Market was $2.86 pershare. Investors that purchase shares of our ClassA common stock may lose a significant portion of their investments if the price ofour ClassA common stock declines. You are urged to obtain current market quotations of our ClassA common stock. As of September 22, 2025, the aggregate market value of our outstanding ClassA common stock held by non-affiliates wasapproximately $18.2 million, based on 3,952,986 shares of ClassA common stock outstanding as of September22, 2025, of which135,554 shares were held by non-affiliates, and a price of $4.77 per share, the closing price of our ClassA common stock on TheNasdaq Capital Market on September22, 2025. During the 12 calendar months prior to and including the date of this prospectussupplement, we have not sold any securities pursuant to General Instruction I.B.6. of the SEC’s FormS-3. In no event may we sellsecurities registered on the registration statement, of which this prospectus supplement is a part, in a public primary offering with avalue exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0million. We have engaged A.G.P./Alliance Global Partners to act as our exclusive placement agent in connection with this offering. Theplacement agent has agreed to use its reasonable best efforts to place the shares offered by this prospectus supplement. We have agreedto pay the placement agent the fees set forth in the table below. We have entered into a securities purchase agreement with theinvestors in this offering pursuant to which certain investors may elect to wire their respective aggregate purchase price for thepurchase of our shares in immediately available funds to a bank account specified by us, otherwise referred to herein as companysettlement. Upon closing of the offering, we will issue the securities to the investors that elect company settlement. If the offering isnot completed, the funds held by us in a bank account with respect to investors that elected company settlement shall be returned tothose investors. For the investors that do not elect company settlement, we will deliver all securities to be issued in connection withthis offering delivery versus payment (DVP)/receipt versus payment (RVP) upon receipt of investor funds. Due to noncompliance with Nasdaq’s minimum stockholders’ equity rule, the ClassA common stock is subject to possibledelisting on October6, 2025. A delisting of our ClassA common stock from Nasdaq may materially impair our stockholders’ ability tobuy and sell our ClassA common stock and could have an adverse effect on the market price of, and the efficiency of the tradingmarket for, our ClassA common stock. See pageS-4 for further information. INVESTING IN OUR CLASSA COMMON STOCK INVOLVES RISK. BEFORE BUYING ANY OF OUR CLASSACOMMON STOCK, YOU SHOULD REVIEW CAREFULLY THE “RISK FACTORS” BEGINNING ON PAGE S-4 OFTHIS PROSPECTUS SUPPLEMENT AND THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN. Per ShareTotalPublic offering price$3.00$3,999,999.00Placement agent fees(1)$0.21$279,999.93Proceeds to us, before expenses$2.79$3,719,999.07 (1)See “Plan of Distribution” for additional disclosure regarding placement agent fees and reimbursements and estimated offeringexpenses. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. Delivery of the shares offered hereby is expected to be made on or about September24, 2025, subject to customary closingconditions. Sole Placement Agent A.G.P. The date of this prospectus supplement is September23, 2025. TABLE OF CONTENTS Prospectus Supplement About this Prospectus SupplementS-iiCautionary Note Regarding Forward-Looking StatementsS-iiiProspectus Supplement SummaryS-1The OfferingS-3Risk FactorsS-4Use of ProceedsS-8DilutionS-9Plan of DistributionS-10Legal MattersS-12ExpertsS-12Where You Can Find More InformationS-12Incorporation of Certain Information by ReferenceS-12 Prospectus About this Prospectus1The Company2Risk Factors5Cautionary Note Regarding Forward-Looking Statements8Use of Proceeds9Description of Capital Stock10Description of Debt Securities13Description of Units19Plan of Distribution21Dividend Policy21Legal Matters21Experts21Where You Can Find More Information21Incorporation of Certain Information by Reference22 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The f