宝视来美股招股说明书(2025-10-16版)

BOXLIGHT CORPORATION Up to $4,800,000 of ClassA Common Stock We have entered into a sales agreement, or the sales agreement, with A.G.P./Alliance Global Partners, referred to as A.G.P. or thesales agent, relating to the sale of shares of our ClassA common stock, par value $0.0001 per share, offered by this prospectussupplement and the accompanying prospectus. In accordance with the terms of the sales agreement and this prospectus supplement, wemay offer and sell up to $4.8 million of shares of our ClassA common stock from time to time through or to the sales agent, acting asagent or principal. Our ClassA common stock is listed on the Nasdaq Capital Market under the symbol “BOXL.” On October14, 2025, the lastreported sale price of the ClassA common stock on the Nasdaq Capital Market was $2.01 per share. Sales of our ClassA common stock, if any, under this prospectus supplement may be made by A.G.P. upon our delivery of aplacement notice and subject to the terms and conditions of the sales agreement, by any method permitted by law that is deemed an “atthe market offering” as defined in Rule415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, includingsales made directly on the Nasdaq Capital Market, on any other existing trading market for the ClassA common stock or to or througha market other than on an exchange. In addition, with our prior written approval, A.G.P. may also sell the ClassA common stock byany other method permitted by law, including in privately negotiated transactions. The sales agent is not required to sell any specificnumber or dollar amount of shares of our ClassA common stock but will use its commercially reasonable efforts, consistent with itsnormal sales and trading practices, to solicit offers to purchase the ClassA common stock under the terms and subject to the conditionsset forth in the sales agreement. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The netproceeds from any sales under this prospectus supplement will be used as described under the section entitled “Use of Proceeds.” The sales agent will be entitled to compensation at a commission rate equal to 3.0% of the aggregate gross proceeds of the sharessold under the sales agreement, in addition to reimbursement of certain expenses. In connection with the sale of our ClassA commonstock on our behalf, the sales agent will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of the sales agent will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to the sales agent with respect to certain liabilities, including liabilities under the Securities Act andSecurities Exchange Act of 1934, as amended, or the Exchange Act. See “Plan of Distribution” beginning on pageS-14 for additionalinformation regarding the compensation to be paid to the sales agent and certain expenses to the sales agent to be reimbursed by us. As of the date of this prospectus supplement, the aggregate market value of our outstanding ClassA common stock held by non-affiliates, or our public float, was approximately $26,596,017, which amount is based on 5,711,239 outstanding shares of ClassAcommon stock, of which 5,575,685 shares of ClassA common stock were held by non-affiliates, and a per share price of $4.77, theclosing price of our ClassA common stock on September21, 2025, which is the highest closing sale price of our ClassA commonstock on The Nasdaq Capital Market within the prior 60 days. Pursuant to General Instruction I.B.6 of FormS-3, so long as our publicfloat remains below $75,000,000, in no event will we sell securities with a value of more than one-third of our public float in any 12-month period under the registration statement of which this prospectus supplement and the accompanying prospectus is a part. Wehave sold securities with a value of $3,999,999 pursuant to General Instruction I.B.6 to FormS-3 during the 12-calendar month periodthat ends on and includes the date of this prospectus supplement. INVESTING IN OUR CLASSA COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULDPURCHASE OUR CLASSA COMMON STOCK ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOURINVESTMENT. BEFORE BUYING ANY OF OUR CLASSA COMMON STOCK, YOU SHOULD REVIEW CAREFULLYTHE “RISK FACTORS” BEGINNING ON PAGE S-5 OF THIS PROSPECTUS SUPPLEMENT, PAGE 5 OF THE BASEPROSPECTUS, AS WELL AS INFORMATION UNDER THE CAPTION “RISK FACTORS” IN OUR ANNUAL REPORTON FORM10-K FOR THE YEAR ENDED DECEMBER 31, 2024 AND IN THE OTHER DOCUMENTS INCORPORATEDBY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND THE BASE PROSPECTUS. 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 supplement and the base prospectus. Anyrepresentation to the contrary is a criminal offense. The date