What changed in this filing

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Item 1. Business

2024-03-14 compared with 2023-03-17 · 97 added, 90 removed, 319 unchanged (37% of the section changed)

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We are seeking to become a worldwide leading innovator and integrator of interactive products and software solutions and improve collaboration and effective communication in meeting environments.

We currently design, produce and distribute interactive technologies including our interactive and non-interactive flat panel displays, LED video walls, media players, classroom audio and campus communication, cameras and other peripherals for the education market and non-interactive solutions including flat panels, LED video walls and digital signage.

We currently design, produce and distribute interactive technologies including our interactive and non-interactive flat-panel displays, LED video walls, media players, classroom audio and campus communication, cameras and other peripherals for the education market and non-interactive solutions including flat-panels, LED video walls and digital signage for the Enterprise market.

We also distribute science, technology, engineering and math (or “STEM”) products, including our 3D printing and robotics solutions, and our portable science lab.

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The majority of our products are backed by nearly 30 years of research and development.

Our website address is https://boxlight.com.

Information available on our website is not a part of, and is not incorporated into, this Annual Report.

Advances in technology and new options for the introduction of technology into the classroom have forced school districts to look for solutions that allow teachers and students to bring their own devices into the classroom, provide school districts with information technology departments with the means to access data with or without internet access, handle higher demand for video, as well as control cloud and data storage challenges.

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We pride ourselves in providing industry-leading service and support and have received numerous product awards:

• In 2023, Boxlight received multiple awards from various industry events and publications.

Boxlight's Clevertouch brands were awarded three best of show awards at the ISE conference for LYNX Whiteboard, IMPACT Max and UX Pro 2.

At the EdTech awards, Attention!® was named winner of the EDTech Cool Tool Award and Clevershare was a finalist in the screen mirroring software.

At the 5th annual EdTech Breakthrough Awards, Boxlight received Best Technology Solution for Student Safety.

Boxlight won 9 Tech and Learning Best for Back to School Awards for its MimioWall, MimioDS, MyBot Recruit, IMPACT Lux and Teacher Action!

Mic., while Clevertouch by Boxlight won signage Technology of the Year for the CleverLive products.

• In 2022, Boxlight received awards from various industry publications including Overall EdTech Company of the Year in the EdTech Breakthrough Awards, Tech and Learning Best of Show for ISTELive 22, multiple awards from Tech & Learning’s Back to School Awards of Excellence, 4 awards for new products from THE Journal, multiple awards from Tech and Learning for Mimio, Clevertouch and FrontRow solutions and the Campus Technology New Product of the Year award for CleverLive digital signage.

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Clevertouch was awarded for Best Business Growth and Corporate Social Responsibility by Inavation Awards and 4 AV Awards for Product, Manufacturer, Distributor, and Channel Team of the Year.

● In 2020, UX Pro won Collaboration Innovation of the Year from AV News Awards, Best in Show for InfoComm Awards, AvTechnology Europe, and “Best of Show” at ISE.

IMPACT Plus won Innovation Design, high-quality, functionality, ergonomics and ecology from Plus X Awards in Germany, Collaboration Innovation from AV News Awards, Best in Show at InfoComm from Tech & Learning magazine, Best at Show at InfoComm from Installation magazine and best at ISE Show from Installation.

● In 2019, Clevertouch won Interactive Display of the Year at AV Magazine’s AV Awards, Keiba Awards, Best of Show from Installation and best of Show for IMPACT Plus at Best of Show Tech&Learning awards, as well as the Pro Series Technology for Conferencing and Collaboration at the Innovation Awards, and the AV Display Innovation of the Year at the AV News Awards.

Over the past three years, the COVID-19 pandemic has had a significant impact on economies worldwide, resulting in workforce and travel restrictions, and supply chain and production disruptions across many sectors.

While factors have had a significant impact on our supply chain, the financial performance of our business has actually improved substantially since the last quarter of 2020 and we anticipate that trend will continue throughout 2023 as demand for our products and solutions in the education, government and

corporate sectors increase.

Indeed, we believe that the COVID-19 pandemic has accelerated the move toward unified communications, thus creating greater demand for our products and solutions.

For more detail, please refer to Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion of specific impacts on seasonality and liquidity and capital resources.

Boxlight Corporation was incorporated in Nevada on September 18, 2014 for the purpose of acquiring technology companies that sell interactive products into the education market.

As of the date of this Annual Report, we have six subsidiaries, consisting of Boxlight Inc., a Washington State corporation, Boxlight Australia, PTY LTD, an Australian Company, Sahara Holdings Limited, an England and Wales corporation, Boxlight Latinoamerica, S.A.

As of the date of this Annual Report, we have four subsidiaries, consisting of Boxlight Inc., a Washington State corporation, Sahara Holdings Limited, an England and Wales corporation ("Sahara"), Boxlight Latinoamerica, S.A.

(“BLS”) and Boxlight Latinoamerica Servicios, S.A.

DE C.V., (“BLA”), both incorporated in Mexico, and EOSEDU, LLC, an Arizona limited liability company (“EOS”).

DE C.V., (“BLA”), both BLS and BLA are incorporated in Mexico.

BLS and BLA are currently inactive.

Our Sahara Holding Limited subsidiary has eight directly and indirectly owned subsidiaries located in the United States, the United Kingdom, the Netherlands, Belgium, Sweden, Finland and Germany, and our subsidiary Boxlight Inc., in turn, has four directly and indirectly owned subsidiaries located in the United States, Northern Ireland, Canada and Denmark.

See the Boxlight Corporation organization chart on page 8 below.

Our Sahara Holding Limited subsidiary has eight directly and indirectly owned subsidiaries located in the United States, the United Kingdom, the Netherlands, Belgium, Sweden, Finland and Germany, and our subsidiary Boxlight Inc., in turn, has six directly and indirectly owned subsidiaries located in the United States, Australia, Northern Ireland, Canada and Denmark.

On December 31, 2021, we acquired FrontRow Calypso LLC, a California company and a leader in classroom and campus communication solutions for the education market.

On March 23, 2021, we acquired Interactive Concepts BV, a company incorporated and registered in Belgium and a distributor of interactive technologies (Interactive) and subsequently renamed to Sahara Presentation Systems (Interactive) Europe BV.

The company has been Boxlight’s key distributor in Belgium and Luxembourg.

On September 24, 2020, the Company acquired Sahara Holdings Ltd., a leader in distributed AV products and a manufacturer of multi-award-winning touchscreens and digital signage products, including the globally renowned Clevertouch brand.

On March 23, 2021, we acquired Interactive Concepts BV, a company incorporated and registered in Belgium and a distributor of interactive technologies and subsequently renamed to Sahara Presentation Systems (Interactive) Europe BV.

The company has been our key distributor in Belgium and Luxembourg.

On September 24, 2020, we acquired Sahara., a leader in distributed AV products and a manufacturer of multi-award-winning touchscreens and digital signage products, including the globally renowned Clevertouch brand.

Headquartered in the United Kingdom, Sahara and its subsidiaries have a strong presence in the EMEA interactive flat-panel display (IFPD) market selling into education, health, government, military and corporate sectors.

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On March 12, 2019, we acquired Modern Robotics Inc.

(“MRI”), based in Miami, Florida.

(“MRI”), a company based in Miami, Florida.

MRI is engaged in the business of developing, selling and distributing science, technology, engineering and math (STEM), robotics and programming solutions to the global education market.

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and Qwizdom UK Limited are now operated by the Boxlight Group Ltd., a wholly owned subsidiary of Boxlight, Inc.

On May 9, 2016, we acquired Genesis.

Genesis Collaboration LLC, a Georgia limited liability company (“Genesis”), is a value-added reseller of interactive learning technologies, selling into the K-12 education market in Georgia, Alabama, South Carolina, northern Florida, western North Carolina and eastern Tennessee.

Genesis also sells our interactive solutions into the business and government markets in the United States.

On May 9, 2016, we acquired Genesis Collaboration LLC, a Georgia limited liability company (“Genesis”).

Genesis, is a value-added reseller of interactive learning technologies, selling into the K-12 education market in Georgia, Alabama, South Carolina, northern Florida, western North Carolina and eastern Tennessee.

Genesis also sells our

interactive solutions into the business and government markets in the United States.

Effective August 1, 2016, Genesis was merged into our Boxlight Inc.

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Mimio designs, produces and distributes a broad range of Interactive Classroom Technology products primarily targeted at the global K-12 education market.

Mimio’s core products include interactive projectors, interactive flat panel displays, interactive touch projectors, touchboards and MimioTeach, which can turn any whiteboard interactive within 30 seconds.

Mimio’s core products include interactive projectors, interactive flat-panel displays, interactive touch projectors, touch boards and MimioTeach, which can turn any whiteboard interactive within 30 seconds.

Mimio’s product line also includes an accessory document camera, teacher pad for remote control and an assessment system.

Manufacturing is by ODMs and OEMs in Taiwan and China.

Manufacturing is by ODMs and OEMs in Taiwan and Mainland China.

Mimio products have been deployed in over 600,000 classrooms in dozens of countries.

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Effective October 1, 2016, Mimio was merged into our Boxlight Inc.

For a description of the terms of our recent acquisitions see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Acquisitions” elsewhere in this Annual Report.

The organizational structure of our companies is as follows:

The global interactive technology education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations and individuals around the world are increasingly recognizing the importance of using technology to more effectively educate, communicate and collaborate.

The organizational structure of our companies as of the date of this Annual Report is as follows:

We believe that the global interactive technology education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations and individuals around the world are increasingly recognizing the importance of using technology to more effectively educate,

communicate and collaborate.

Across the globe, state governments along with local communities continue to make sustained investments in education.

The K-12 education sector represents one of the largest industry segments.

The US sector is comprised of approximately 15,600 public school districts across the 50 states and 132,000 public and private elementary and secondary schools.

sector is comprised of approximately 15,600 public school districts across the 50 states and 132,000 public and private elementary and secondary schools.

In addition to its size, the U.S.

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Even while we believe certain initiatives in the education sector, such as the Common Core State Standards, a set of shared math and literacy standards benchmarked to international standards, have increased standardization in K-12 education content, we believe significant state standard specific customization still exists, and we believe the need to address customization provides an ongoing need for companies in the sector to maintain relationships with individual state and district policymakers and expertise in state-varying academic standards.

According to FutureSource Consulting Ltd., the U.S.

display market is expected to reach $37 billion in 2022 and increase to $49 billion in 2026 while the global display market is forecast to approximate $10.5 trillion in 2022 while holding constant at approximately $9.8 trillion for 2023 through 2026.

According to a December 2023 report by FutureSource Consulting Ltd.("Futuresource"), the U.S.

display market is expected to reach $44 billion by 2027.

While the education sector has historically represented the majority of displays sold, growth in the corporate sector continue to outpace the education sector with sales to the corporate sector expected to reach approximately 44% of the global display market in 2027.

The growth in both the education and corporate sectors provides the Company with significant growth opportunities.

We believe the growth in both the education and corporate sectors provides the Company with significant growth opportunities.

In addition, the display market is highly fragmented allowing the Company to position itself for increased market share in each of these sectors.

According to “ All Global Market Education & Learning ,” an industry publication, the market for hardware products is growing due to increases in the use of interactive whiteboards and simulation-based learning hardware.

Educational institutions have become more receptive to the implementation of high-tech learning tools.

The advent of technology in the classroom has enabled multi-modal training and varying curricula.

In general, technology-based tools help develop student performance when integrated with the curriculum.

The constant progression of technology in education has helped educators create classroom experiences that are interactive, developed and collaborative.

Our Opportunity

We believe that our Connected Classroom™ solution uniquely positions Boxlight to be the leading provider of EdTech products within our categories in the global education technology market.

Our holistic solution of hardware, software, content and professional development improves learning progression by increasing student engagement and timely interventions.

Coupled with our innovations, we have a strong brand, operations and supply-chain;

our channel into the US and EMEA remains strong and the global market is growing year-on-year;

with our global 24/7 technical and customer services team which retains a high satisfaction rating.

Globally it is widely acknowledged that long-term economic growth is closely correlated to investment in education and educational technology, thus sustaining long-term growth in the market, even during periods of economic downturn.

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Significant resources are being devoted to primary and secondary education, both in the United States and abroad.

As set forth in the Executive Office of the President, Council of Economic Advisers report, U.S.

education expenditure has been estimated at approximately $1.3 trillion (~6% of U.S.

GDP), with K-12 education accounting for close to half ($625 billion) of this spending.

Global spending is roughly triple U.S.

spending for K-12 education.

As set forth in a December 2023 report by Futuresource, US Schools are budgeting for more IT in their classrooms.

The market for K-12 services and technology has historically grown above the pace of inflation, averaging 7.2% growth annually since 1969.

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While the growth prospects of the e-learning market remain stable, the rise of efficient sub-segments is changing the learning and training landscape gradually.

Vendors are also focusing on offering choices on the course content at competitive prices to gain the share in the global e-learning market.

Vendors are also focusing on offering choices on the course content at competitive prices to gain market share in the global e-learning space.

The exponential growth in the number of smartphone users and internet connectivity across emerging markets is driving the e-learning market in these regions.

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The growing popularity of blended learning that enhances the efficiency of learners will drive the growth of the e-learning market.

The e-learning market is expected to generate revenue of $65.41 billion by 2023, growing at a compounded annual growth rate of 7.07% during the forecast period.

Our Portfolio

According to an article by Futuresource in December 2023, the education market for interactive flat-panel displays is expected to comprise of 56% by 2027.

Our Portfolio of Products

We currently offer products within the following categories:

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Each comes with licensed copies of our software, access to prepared content and Professional Development modules.

There are upsell opportunities for our software and Professional Development modules.

These present upsell opportunities for our software and Professional Development modules.

Clevertouch, IMPACT Plus

The IMPACT Plus interactive LED flat panels delivers a truly intuitive experience and is available in four sizes 55”, 65”, 75” and 86”.

With 4K resolution, 20 points of touch and built collaboration screen sharing with touchback capabilities, IMPACT Plus is built with teacher requirements for a new generation of front of class displays.

The IMPACT Plus interactive LED flat-panels deliver a truly intuitive experience and are available in four sizes 55,” 65,” 75,” and 86”.

With 4K resolution, 20 points of touch and built-in collaboration screen sharing with touchback capabilities, IMPACT Plus is built with teacher requirements for a new generation of front of class displays.

Running Android 8 with an optional slot in PC, Clevertouch is designed to run and fit into any technology set up.

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Clevertouch UX Pro

UX Pro interactive LED flat panels are designed for the modern meeting space and is available in four sizes - 55”, 65”, 75” and 86”.

UX Pro interactive LED flat-panels are designed for the modern meeting space and are available in four sizes - 55”, 65”, 75” and 86”.

With 4K resolution, 20 points of touch and built-in collaboration screen sharing with touchback capabilities, the UX Pro is built around meeting requirements with Stage software to enable remote meetings in which participants can annotate on documents, while the launcher will give instant access to favorite unified communication apps at the touch of a button.

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CleverLive is a unique cloud-based cloud management platform (or CMP) for managing all Clevertouch device endpoints, designed to customize the user interface based on device functionality, CleverLive combines simplicity of use with feature rich functionality.

The platform comes as standard with 200+ editable templates enabling a mix of multimedia content.

The platform comes standard with 200+ editable templates enabling a mix of multimedia content.

Features include built-in presentation creation tools for designing bespoke layouts, wayfinding screens and touch interfaces, scheduling, grouping, instant emergency messaging, and QR code creation and display for an audience interactive experience.

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Clevertouch CM Series

The CM Series non-touch large format professional display for meeting presentations and digital signage is available in six sizes - 43′′, 49′′, 55′′, 65′′, 75′′, 86′′.

The CM Series non-touch large format professional display for meeting presentations and digital signage is available in six sizes - 43′′, 49′′, 55′′, 65′′, 75′′, and 86′′.

This 4K UHD, non-touch meeting room collaboration screen has wireless display connectivity and RS232 control for professional meeting room integration with control systems.

The built-in Android system includes the CleverLive app for managing digital signage content of full screen capacity or can be packaged with a Clevertouch Media Player to enhance digital signage playout multimedia functionality.

The built-in Android system includes the CleverLive app for managing digital signage content of full screen capacity or can be

packaged with a Clevertouch Media Player to enhance digital signage playout multimedia functionality.

With 16/7 display, the CM Series has a built-in scheduler to manage on/off timing of messages, including instant messaging when needed.

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The tablet features red and green LED side lighting for instant availability recognition and is capable of at-the-source and calendar (O365 and ME) room booking with instant updates, to prevent booking overlaps.

With analytics that identify users, rooms booked, frequencies and more, Live Rooms offers a smart room booking solution that, when not in use, can also serve as digital signage and provide send instant messages for emergency alerts.

Clevertouch PRO V4

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A slimline design, power boosting WIFI connectivity, and both HDMI and DisplayPort Outputs enables connection to multiple screens, the PRO V4 can be connected to a kiosk or UX Pro for touch interaction or a non-touch screen for feature-rich digital signage.

The PRO V4 can connect to Clevertouch physical button technology for managing emergency and instant messaging away from the CMP.

The PRO V4 can connect to Clevertouch physical button technology for managing emergencies and instant messaging away from the CMP.

With multimedia-zoned presentation playout, the PRO V4 can livestream web pages and URL KPIs, text, images, videos, posters, RSS Feeds, social media content, audio, and more.

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CleverWall is an all-in-one intelligent display solution, for enriched interaction in large spaces, lecture halls, meeting rooms, and more.

This videowall solution is available in nine sizes – 120", 138”, 150”, 165”, 180”, 199”, 220”, 249”, and 299”, the latter three being ultra-wide options or larger spaces like lecture halls.

The large displays with in-built audio system and 178-degree viewing angle

create an immersive user experience that is unmatched.

The large displays with in-built audio system and 178-degree viewing angle create an immersive user experience that is unmatched.

Its plug-and-play design – one button on/off and smart remote control – make this LED solution user-friendly.

Standard features include built-in Android technology, realtime wireless screen-sharing from up to four devices simultaneously, synchronized annotating from multiple devices, and syncing with CleverLive accounts for messaging (instant and scheduled) to all displays for campus or location-wide communication.

Standard features include built-in Android technology, real-time wireless screen-sharing from up to four devices simultaneously, synchronized annotating from multiple devices, and syncing with CleverLive accounts for messaging (instant and scheduled) to all displays for campus or location-wide communication.

MimioPro Series 4 adds power to any learning ecosystem – a true Connected Classroom.

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Mimio DS Series Non-Interactive Display

The Mimio DS Series displays are high-definition displays that feature enhanced color calibration, precise picture quality adjustment, flicker-free and anti-glare viewing and are available in six sizes – 43", 55”, 65”, 75”, 86”, and 98”.

The Mimio DS series runs on Android 11 with seamless OTA upgrading, includes a quad-core CPU, 4 GB of RAM, and an invisible IR receiver.

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Multiple displays can daisy chain via HDMI ports, up to 3 by 3, and create a larger, unified display through screen splicing.

The displays come with the CleverLive management and digital signage platform for enhanced control of content on all displays.

MimioWall LED all-in-one display solution isdesigned to enrich any space, including classrooms, entryways, hallways, shared spaces, and more.

The displays come with CleverLive management and digital signage platform for enhanced control of content on all displays.

MimioWall LED all-in-one display solution is designed to enrich any space, including classrooms, entryways, hallways, shared spaces, and more.

Available in nine different sizes (120” - 299”) including three ultra-wide screen options, the 4K UHD Android digital display and built-in speakers provide users an exceptional and immersive experience.

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The depth and breadth of the solution necessitates a service layer of pre-sale and post-sale support for the channel, supplied by FrontRow architectural/engineering consultant liaisons, providing design support, and the FrontRow Technical Services Group, offering system commissioning and customization.

EzRoom can use FrontRow’s SmartIR transmission technology or take advantage of FrontRow’s latest wireless voice technology – ELEVATE – that boasts the benefits of digital RF (Radio Frequency) microphone systems, combined with flexible programmability and ease-of-use features found nowhere else.

can use FrontRow’s SmartIR transmission technology or take advantage of FrontRow’s latest wireless voice technology – ELEVATE – that boasts the benefits of digital RF (Radio Frequency) microphone systems, combined with flexible programmability and ease-of-use features found nowhere else.

The ELEVATE teacher microphone can be used as a wearable alert device, notifying administrators of urgent situations in the classroom.

The Lyrik™ amplification solution is a small yet portable system for instruction and audio media to be heard anywhere;

from the classroom to the bus line, or even online.

The Lyrik™ amplification solution is a small yet portable system for instruction and audio media to be heard anywhere, from the classroom to the bus line, or even online.

The tower has an integrated rechargeable battery and can be connected to a computer or other auxiliary audio source either directly using cables or wirelessly using Bluetooth®.

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Integration Strategy

We plan to centralize our business management for all acquisitions through an enterprise resource planning (ERP) system which offers streamlined subsidiary integration utilizing a multi-currency platform.

We have centralized our business management for all acquisitions through an enterprise resource planning (ERP) system which offers streamlined subsidiary integration utilizing a multi-currency platform.

We have strengthened and refined the process to drive front-line sales forecasting to factory production.

Through the ERP system, we have synchronized five separate accounting and customer relationship management systems through a cloud-based interface to improve inter-company information sharing and allow management of the Company to have immediate access to snapshots of the performance of each of our subsidiaries in a common currency.

As we grow, organically or through acquisition, we plan to quickly integrate each subsidiary or division into the Company to allow for clearer and earlier visibility of performance to enable for timely and effective business decisions.

Logistics (Suppliers)

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Contract manufacturing for Boxlight products is through original design manufacturer (ODM) and original equipment manufacturer (OEM) partners according to Boxlight’s specific engineering specifications and utilizing IP developed and owned by Boxlight.

Boxlight’s factories for ODM and OEM are located in the USA, Taiwan, China and Germany.

Boxlight’s factories for ODM and OEM are located in the USA, Taiwan, Mainland China, Germany, and Turkey.

Technical Support and Service

The Company currently has its core technical support and service centers located near Atlanta, GA, London, England, and Belfast, Northern Ireland.

Additionally, the Company’s technical support division is responsible for the repair and management of customer service cases, resulting in more than 60% of the Company’s customer service calls ending in immediate closure of the

applicable service case.

We accomplish this as a result of the familiarity between our products and having specialized customer service technicians hired internally and with key partners in certain international markets.

Sales and Marketing

Our sales force consists of 53 account managers in EMEA including an EMEA sales director, 43 regional account managers in the US including our Vice President Sales US, four sales heads based in Canada, one in Latin America and one in Australia.

Our marketing team consists of our Vice President of Marketing Communications, a marketing coordinator, an education specialist, and a graphic designer.

Our sales force consists of 56 account managers in EMEA including an EMEA sales director, 41 regional account managers in the U.S.

including two Vice Presidents of Sales U.S., four sales heads based in Canada, three sales heads in Northern Ireland, two in Australia, and one in Latin America.

Our marketing team consists of our Vice President of Marketing Communications, a senior manager of marketing, four marketing specialist, an education specialist, and a graphic designer.

Our sales force and marketing teams primarily drive sales of all Boxlight products (including our Mimio, Clevertouch, FrontRow and EOS brands) throughout North, Central and South America, Europe, the Middle East and Asia.

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Our award-winning, interactive classroom technology and easy to use line of classroom hardware and software solutions provide schools and districts with the most complete line of progressive, integrated classroom technologies available worldwide.

We are also developing our Corporate, Higher Education and Government solutions and have separate sales teams in both the US and EMEA focused on these areas.

We are also developing our Corporate, Higher Education and Government solutions and have separate sales teams in both the U.S.

and in other countries focused on these areas.

Our expectation is that over time, opportunity in these areas will expand to be as large or potentially larger than our K-12 Education business.

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Our ability to integrate our technologies and remain innovative and develop new technologies desired by our current and potential new contract manufacturing customers will determine our ability to grow our contract manufacturing divisions.

In addition, we have begun to see expansion in the market to sales of complementary products that work in conjunction with the interactive technology, including software, audio solutions, data capture and tablets.

In addition, we have begun to see expansion in the market for sales of complementary products that work in conjunction with the interactive technology, including software, audio solutions, data capture and tablets.

As of December 31, 2023, we had the following distribution of employees:

Operations 90

Sales & Marketing 117

Administration 21

All of our employees are full-time employees.

None of our employees are represented by labor organizations.

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Recent Financing

On December 31, 2021, the Company and substantially all of its direct and indirect subsidiaries, including Boxlight, FrontRow, and Sahara as guarantors, entered into a maximum four-year $68.5 million term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with WhiteHawk Finance LLC, as lender (the “Lender”), and WhiteHawk Capital Partners, LP, as collateral agent (“the Collateral Agent”).

On December 31, 2021, the Company and substantially all of its direct and indirect subsidiaries, including Boxlight, FrontRow, and Sahara as guarantors (together the "Loan Parties"), entered into a maximum four-year $68.5 million term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with WhiteHawk Finance LLC, as lender (the “Lender”), and WhiteHawk Capital Partners, LP, as collateral agent (“the Collateral Agent”).

Under the terms of the Credit Agreement, the Company received an initial term loan of $58.5 million on December 31, 2021 (the “Initial Loan”) and obtained a delayed draw facility of up to $10 million (the “Delayed Draw”).

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provided that after June 30, 2022, if the Company’s Senior Leverage Ratio (as defined in the Credit Agreement) is less than 2.25, the interest rate would be reduced to LIBOR plus 10.25%.

Such terms are subject to the Company maintaining a borrowing base in terms compliant with the Credit Agreement.

Such terms are subject to the Company maintaining a borrowing base in compliance with the Credit Agreement.

The proceeds of the Initial Loan were used to finance the Company’s acquisition of FrontRow and pay off all indebtedness owed to our then lenders.

The terms of the Credit Agreement and related loans are described in more detail in the section entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” Of the Initial Loan, $8.5 million, was subject to repayment on February 28, 2022, with quarterly principal payments of $625,000 and interest payments commencing March 31, 2022 and the $40.0 million remaining balance plus any Delayed Draw loans becoming due and payable in full on December 31, 2025.

Of the Initial Loan, $8.5 million, was subject to repayment on February 28, 2022, with quarterly principal payments of $625,000 and interest payments commencing March 31, 2022, and the $40.0 million remaining balance plus any Delayed Draw loans becoming due and payable in full on December 31, 2025.

In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 66,022 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to our existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 255,412 shares of Class A common stock (subject to increase to the extent of 3% of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $16.00 per share (the “Warrant”), which Warrant may be subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to March 31, 2022, in the event our stock is then trading below $16.00 per share, (iii) a 3% fee of $1,800,000 and (iv) a $500,000 original issue discount.

In addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant.

addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant.

The Company also incurred agency fees, legal fees and other costs in connection with the execution of the Credit Agreement.

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On July 22, 2022, the Company entered into a Securities Purchase Agreement with an accredited institutional investor.

According to the terms of the WhiteHawk agreement, this purchase agreement triggered a reduction of the exercise price of the warrants.

According to the terms of the Credit Agreement, this purchase agreement triggered a reduction of the exercise price of the Warrants.

The Warrants were repriced to $8.80, and shares increased to 464,385.

In February 2022, the Lender and the Company agreed in principle to an extension of the February 2022 Payment.

Pursuant to amendment to the Credit Agreement, dated April 4, 2022, the Collateral Agent and Lender agreed to extend the terms of repayment of the $8.5 million originally due on February 28, 2022 until February 28, 2023 and waive and/or otherwise extend compliance with certain other terms of the Credit Agreement in order to allow the Loan Parties adequate time to comply with such terms (the “First Amendment”).

In July 2022, the Company and the Lender agreed that the notice had inadvertently included the default with respect to the failure to repay $8.5 million of the facility.

As a result, notwithstanding the notice, both the Lender and the Company have agreed that the Company was not in default in making the February 2022 Payment to the Lender.

The principal elements of the First Amendment included (a) an extension of time to repay $8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $3,500,000 in over advances until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement.

In such connection, the Loan Parties have obtained credit insurance on certain key customers whose principal offices are located in the European Union and Australia as, without the credit insurance, their accounts owed to the Loan Parties had been deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts.

In addition, the Lender and Collateral Agent agreed to (i) reduce, through September 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to LIBOR plus 9.75%) after delivery of the Loan Parties’ September 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default (as defined therein) under the Credit Agreement.

In conjunction with this First Amendment to the Credit Agreement, the parties entered into an amended and restated fee letter (the “Fee Letter”) pursuant to which the parties agreed to prepayment premiums of (i) 5% for payments made on or before December 31, 2022, (ii) 4% for payments made between January 1, 2023 and December 31, 2023, and (iii) 2% for payments made between January 1, 2024 and December 31, 2025.

Furthermore, the parties agreed that no prepayment premiums would be payable with respect to the first $5.0 million paid under the Term Loan, any payments made in relation to the $8.5 million due on or before February 28, 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of ECF or casualty events.

On March 29, 2022, the Company received a notice from the Collateral Agent, alleging, among other things, defaults as a result of (i) failure to repay $8.5 million of the facility by February 28, 2022, (ii) non-compliance with the borrowing base resulting in the Company being in an over advance position under the Credit Agreement, and (iii) failure to timely provide certain reports and documents.

As a result, all accrued and unpaid interest owed under the Term Loan, became subject to a post-default interest rate equal to the highest interest rate allowed for under the Credit Agreement plus 2.50% until such time as the events of default were either waived or cured.

In February 2022, WhiteHawk and the Company agreed in principle to an extension of the February 2022 Payment.

In July 2022, the Company and WhiteHawk agreed that the notice had inadvertently included the default with respect to the failure to repay $8.5 million of the facility.

As a result, notwithstanding the notice, both WhiteHawk and the Company have agreed that the Company was not in default in making the February 2022 Payment to WhiteHawk.

The principal elements of the April amendment included (a) an extension of time to repay $8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $3,500,000 in over advances until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement.

On April 4, 2022, the Collateral Agent and Lender agreed to extend the terms of repayment of the $8.5 million originally due on February 28, 2022 until February 28, 2023.

The principal elements of the April amendment included (a) an extension of time to repay $8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $3.5 million in over advances until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement.

In such connection, the Loan Parties obtained credit insurance on certain key customers whose principal offices are located in the European Union and Australia as, without the credit insurance, the accounts of these key customers had been deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts.

In addition, the Lender and Collateral Agent agreed to (i) reduce, through September 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to Libor plus+ 9.75%) after delivery of the Loan Parties’ September 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default under the Credit Agreement.

In conjunction with the amendment to the Credit Agreement, the parties entered into an amended and restated fee letter (the “Fee Letter”) pursuant to which the parties agreed to prepayment premiums of (i) 5% for payments made on or before December 31, 2022, (ii) 4% for payments made between January 1, 2023 and December 31, 2023, and (iii) 2% for payments made between January 1, 2024 and December 31, 2025.

On June 21, 2022, the Company and substantially all of its direct and indirect subsidiaries (together with the Company, the “Loan Parties”), entered into a second amendment (the “Second Amendment”) to the four-year term loan credit facility, originally entered into December 31, 2021 and as amended on April 4, 2022, with the Collateral Agent and Lender.

Furthermore, the parties agreed that no prepayment premiums would be payable with respect to the first $5.0 million paid under the Term

Loan, any payments made in relation to the $8.5 million due on or before February 28, 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of excess cash flow or casualty events.

On June 21, 2022, the Company and substantially all of its direct and indirect subsidiaries, entered into a second amendment (the “Second Amendment”) to the Credit Agreement December 31, 2021 and as amended on April 4, 2022, with the Collateral Agent and Lender.

The Second Amendment to the Credit Agreement was entered into for purposes of the Lender funding a $2.5 million delayed draw term loan and adjusting certain terms to the Credit Agreement, including adjusting the Applicable Margin (as defined in the Second Amendment) to 13.25% for LIBOR Rate Loans and 12.25% for Reference Rate Loans, increasing the definition of change of control from 33% voting power to 40% voting power, requiring the Company to engage a financial advisor, and allowing additional time, until July 15, 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment to the Credit Agreement, among other adjustments.

On April 24, 2023, the Loan Parties entered into a third amendment (the “Third Amendment”) to the Credit Agreement, with the Collateral Agent and the Lender.

The Third Amendment was entered into for purposes of the Lender funding an additional $3.0 million delayed draw term loan (the “Additional Draw”).

The Additional Draw was funded on April 24, 2023, must be repaid on or prior to September 29, 2023, and is not subject to any prepayment penalties, and adjusts certain terms to the Credit Agreement, including adjusting the test period end dates and corresponding Senior Leverage Ratios (as defined in the Credit Amendment) and revising the minimum liquidity requirements that the Company must maintain compliance with pertaining to certain Borrowing Base Requirements, among other adjustments.

The completion of the Additional Draw eliminates further delayed draws under the Credit Agreement.

On July 20, 2023, the Company paid the $3.0 million due under the terms of the Third Amendment.

There were no prepayment penalties or premiums included with this payment.

On June 26, 2023, the Loan Parties entered into a fourth amendment (the “Fourth Amendment”) to the Credit Agreement with the Collateral Agent and the Lender for the sole purpose of replacing LIBOR-based rates with a SOFR-based rate.

Following the Fourth Amendment, the Company’s interest rate is calculated as the Daily Simple SOFR, subject to a floor of 1%, plus the SOFR Term Adjustment and Applicable Margin, as defined in the Credit Agreement, as amended.

The Fourth Amendment made no other changes to the Credit Agreement.

Effective as of March 14, 2024, the Loan Parties entered into a fifth amendment (the “Fifth Amendment”) to the Credit Agreement with the Collateral Agent and the Lender for the purpose of amending and restating the Senior Leverage Ratio and Minimum Liquidity (as defined in the Fifth Amendment), In addition, the Lender and Collateral Agent agreed to waive any actual or potential event of default that may have arisen as a result of the Loan Parties failure to comply with certain financial covenants required in the fiscal quarter ended December 31, 2023 and in the interim two-month period ended February 29, 2024.

The Fifth Amendment also added additional financial reporting obligations and potentially may include certain foreign subsidiaries of Boxlight Inc.

as additional guarantors under the Credit Agreement.

Although, as of the date of this report, we have been successful in obtaining a waiver from the Lender regarding the above mentioned financial covenant default, there can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future.

See “Item 1 Risk Factors - Risks Related to Our Business, Operations and Financial Condition - We have not complied with certain covenants, minimum liquidity and borrowing base requirements under the Credit Agreement and this could cause us to be unable to continue to operate as a going concern .”

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business