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Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-17 · 57 added, 43 removed, 209 unchanged (32% of the section changed)

5 unchanged sentences

Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective due to material weaknesses described in our report on internal control over financial reporting below.

Notwithstanding the existence of the material weaknesses, we believe that the consolidated financial statements included in this report fairly present in accordance with U.S.

Notwithstanding the existence of the material weaknesses, we believe that the consolidated financial statements included in this Annual Report fairly present in accordance with U.S.

GAAP, in all material respects, our financial condition, results of operations and cash flows for the periods presented in this Annual Report.

1 unchanged sentence

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all controls systems, no evaluation of controls can provide

absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

2 unchanged sentences

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based upon such assessment and due to the existence of the material weaknesses in our internal control over financial reporting described below, our principal executive officer and our principal accounting and financial officer have concluded that, as of December 31, 2022, our internal control over financial reporting was not effective.

Based upon such assessment and due to the existence of the material weaknesses in our internal control over financial reporting described below, our principal executive officer and our principal accounting and financial officer have concluded that, as of December 31, 2023, our internal control over financial reporting was not effective, including:

• Our written policies and procedures over accounting transaction processing and period end financial close and reporting are limited which has resulted in ineffective oversight in the establishment of proper monitoring controls over accounting and financial reporting;

● We lacked sufficient review of certain financial transactions, such that a proper review had not been performed by someone other than preparer, and that process documentation is lacking for review and monitoring controls over accounting and financial reporting.

• We lacked sufficient review of certain financial transactions, and critical financial spreadsheets, such that a proper review had not been performed by someone other than preparer, and that process documentation is lacking for review and monitoring controls over accounting and financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met.

In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events.

In addition, the design of any control system is based

in part upon certain assumptions about the likelihood of certain events.

Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

In light of the material weakness described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles.

Accordingly, we believe that the consolidated financial statements included in this report fairly present in accordance with U.S.

Accordingly, we believe that the consolidated financial statements included in this Annual Report fairly present in accordance with U.S.

GAAP, in all material respects, our financial condition, results of operations and cash flows for the periods presented in this Annual Report.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the three months ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

There has been no change in the Company’s internal control over financial reporting during the fiscal year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

2 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The informa tion required by this item will be included in our definitive proxy statement for the 2023 Annual Meeting of Stockholders.

The information required by this item will be included in our definitive proxy statement for the 2024 Annual Meeting of Stockholders.

ITEM 11 EXECUTIVE COMPENSATION

6 unchanged sentences

The information required by this item will be included in our definitive proxy statement for the 2024 Annual Meeting of Stockholders.

The independent registered public accounting firm is FORVIS, LLP (PCAOB Firm ID No.

686 ) located in Atlanta, Georgia .

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

(in thousands)

Deductions (a)

period Charge

Expense Charged to

Accounts(a) Deductions (b) Balance at

Year Ended December 31, 2022

2 unchanged sentences

Year Ended December 31, 2023

Allowance for doubtful accounts

Allowance for credit losses $ 414 $ 9 $ 76 $ 78 $ 421

Total allowance deducted from assets $ 414 $ 9 $ 76 $ 78 $ 421

(a) Write-offs, net of recoveries

__________________________________________

(a) The Company adopted the new standard using a modified retrospective transition approach, with the cumulative impact being charged to Retained Earnings.

(b) Write-offs, net of recoveries

(a) Financial Statements

We have filed the financial statements in Item 8.

Financial Statements and Supplementary Data as a part of this Annual Report.

The following is a list of all exhibits filed or incorporated by reference as part of this Annual Report

Description of Exhibit

2 unchanged sentences

3.2 Amended and Restated Bylaws adopted June 24, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 24, 2021).

3.3 Certificate of Change, filed on June 13, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 13, 2023).

4.1 Certificate of Designations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 in the Registration Statement on Form S-1 (Reg.

11 unchanged sentences

4.9 Description of Securities.

(Incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K filed March 16, 2023) .

4.10 Form of Pre-Funded Warrant, dated July 22, 2022, issued to an accredited institutional investor (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8- K filed July 26, 2022).

9 unchanged sentences

333-204811) filed on May 13, 2016.

$2,000,000 Convertible Promissory Note of Boxlight Corporation to Mim Holdings, dated as of April 1, 2016 (Incorporated by reference to Exhibit 10.14 in the Registration Statement on Form S-1 (Reg.

10.3 $2,000,000 Convertible Promissory Note of Boxlight Corporation to Mim io Holdings, dated as of April 1, 2016 (Incorporated by reference to Exhibit 10.14 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on May 13, 2016).

89 unchanged sentences

10.53 Form of Accounts Receivable Agreement, effective September 30, 2020, between Boxlight Inc,, EOSEDU LLC and Sallyport Commercial Finance LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 9, 2020).

Form of Blocked Account Agreement between Boxlight Inc., EOSEDU LLC and Sallyport Commercial Finance LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 9, 2020).

10.54 Employment Agreement, dated November 1, 2019, between Sahara Presentation Systems PLC and Mark Starkey (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 19, 2020).

21 unchanged sentences

and Calypso Systems LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 1, 2021).

Credit Agreement dated December 31, 2021, between Boxlight Corporation, its subsidiaries, Whiteawk Finance LLC., and White Hawk Capital Partners, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 5, 2022).

10.71 Credit Agreement dated December 31, 2021, between Boxlight Corporation, its subsidiaries, Whit e h awk Finance LLC., and White Hawk Capital Partners, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 5, 2022).

10.72 Employment Agreement dated February 14, 2022, between Boxlight Corporation and Michael Pope (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 18, 2022).

6 unchanged sentences

10.79 Placement Agency Agreement, dated July 22, 2022, between Boxlight Corporation and Maxim Group LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed July 26, 2022).

Amended and Restated Insider Trading Policy*

Code of Business Conduct and Ethics*

10.80 Third Amendment to Credit Agreement, dated April 24, 2023, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC.(Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 26, 2023)

10.81 Notice of Borrowing, dated April 24, 2023, from Boxlight Corporation addressed to Whitehawk Capital Partners, LP.

(Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 26, 2023)

10.82 Fourth Amendment to the Credit Agreement, dated June 26, 2023, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC.

(incorporated by reference to exhibit 10.4 to the quarterly report on Form 1 0-Q filed August 9, 2023.

10.83 Fifth Amendment to Credit Agreement, dated March 1 4 , 2024, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC.*

14.1 Code of Business Conduct and Ethics *(Incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed March 16, 2023)

16.1 Letter of FORVIS, LLP, dated June 2, 2022 to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed June 2, 2022.)

Subsidiaries*

19.1 Amended and Restated Insider Trading Policy (Incorporated by reference to Exhibit 10.81 to the Annual Report on Form 10-K filed March 16, 2023)

21.1 Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed March 16, 2023)

23.1 Consent of FORVIS LLP*

5 unchanged sentences

Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

Inline XBRL Instance Document.*

Inline XBRL Taxonomy Extension Schema Document.*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

Inline XBRL Taxonomy Definition Linkbase Document.*

Inline XBRL Taxonomy Label Linkbase Document.*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

101.INS Inline XBRL Instance Document.*

101.SCH Inline XBRL Taxonomy Extension Schema Document.*

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF Inline XBRL Taxonomy Definition Linkbase Document.*

101.LAB Inline XBRL Taxonomy Label Linkbase Document.*

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

________________________________

* filed herewith.

**Furnished herewith

FORM 10-K SUMMARY

1 unchanged sentence

BOXLIGHT, CORPORATION

/s/ MICHAEL POPE

Chairman of the Board and

Chief Executive Officer

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Michael R.

Chairman of the Board, and

March 16, 2023

Chief Executive Officer

(principal executive officer)

Signature Title Date

Strang Chief Executive Officer March 14, 2024

Strang (principal executive officer)

/s/ Gregory S.

Chief Financial Officer

March 16, 2023

(principal financial and accounting officer)

Wiggins Chief Financial Officer March 14, 2024

Wiggins (principal financial and accounting officer)

/s/ Rudolph F.

March 16, 2023

/s/ Tiffany Kuo

March 16, 2023

Crew Director March 14, 2024

Jackson Director (Chairman of the Board) March 14, 2024

/s/ Tiffany Kuo Director March 14, 2024

/s/ Charles P.

March 16, 2023

/s/ Mark Elliott

March 16, 2023

Amos Director March 14, 2024

/s/ Michael R.

Pope Director March 14, 2024

Pope (former Chairman and Chief Executive Officer)

/s/ Mark Elliott Director March 14, 2024

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 9A. Controls and Procedures