What changed in this filing

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Item 1A. Risk Factors

2025-05-14 compared with 2024-11-14 · 41 added, 27 removed, 15 unchanged (82% of the section changed)

1 unchanged sentence

We may not be able to maintain a listing of our Class A common stock on Nasdaq Capital Market, or Nasdaq

Because our Class A common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing.

On February 29, 2024, we received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq notifying us that based upon the closing bid price for the last 30 consecutive business days, we no longer meet the Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

We were provided an initial period of 180 calendar days, or until August 26, 2024, to regain compliance with the Bid Price Rule.

On August 27, 2024, Nasdaq advised us in writing that, while we had not regained compliance with the Bid Price Rule, we had been granted an additional 180 calendar day extension, or until February 24, 2025, to regain compliance with the Bid Price Rule.

As of the date of this filing, we have not had a closing bid price over $1.00 and there can be no assurance that we will regain compliance with the Bid Price Rule prior to the end of the additional 180 calendar day period, or February 24, 2025 or that we will otherwise maintain compliance with any of the other Nasdaq listing requirements.

We will continue to actively monitor the closing bid price of our Class A common stock and will evaluate available options, including , without limitation, seeking to effect a reverse stock split, in order to resolve the deficiency and regain compliance with the Bid Price Rule.

If we fail to regain compliance, or otherwise violate or fail to meet any Nasdaq listing requirements, our Class A common stock may be delisted.

In addition, our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.

A delisting of our Class A

common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our Class A common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Class A common stock.

On April 7, 2025, the Company received a letter (the “Notice”) from the staff at Nasdaq notifying the Company that it did not satisfy the continued listing requirements under Nasdaq Listing Rule 5550(b) for the Nasdaq Capital Market.

Rule 5550(b) requires that a listed company must satisfy one of the following three standards:

(1) stockholders’ equity of at least $2.5 million;

(2) market value of listed securities of at least $35 million;

or (3) net income from continuing operations of $0.5 million in the most recently completed fiscal year or in two of the three most recently completed fiscal years.

In its Annual Report on Form 10-K for the year ended December 31, 2024, the Company reported (i) stockholders’ equity of $12.9 million at December 31, 2024, and (ii) net losses of $28.3 million and $39.2 million for the years ended December 31, 2024, and 2023, respectively.

In addition, based on the consolidated closing bid price of the Company’s Class A Common Stock on the Nasdaq Capital Market on April 4, 2025 of $1.27, the market value of the Company’s listed securities was $2,830,180 as of such date.

The Notice has no immediate effect on the Company’s listing on the Nasdaq Capital Market.

In accordance with Nasdaq rules, the Company has 45 calendar days from the date of the notification to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b).

The Company intends to submit a compliance plan within 45 days of the date of the notification and will evaluate available options to resolve the deficiency and regain compliance.

If the Company’s compliance plan is accepted, the Company may be granted up to 180 calendar days from April 7, 2025, to evidence compliance.

There can be no assurance that the Company’s compliance plan will be accepted by Nasdaq, or that the Company will be able to obtain compliance with Rule 5550(b) within the prescribed timeframe.

If the Company does not submit a compliance plan or the compliance plan is not accepted by Nasdaq, the Company’s Class A common stock could be delisted from the Nasdaq Capital Market.

In addition, as previously reported, on February 28, 2024, Boxlight Corporation, a Nevada corporation (the “Company”), received a letter from the staff of Nasdaq, notifying the Company that, based upon the closing bid price of the Company’s Class A common stock for the previous 30 consecutive business days, the Company no longer met the requirements of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

The Company was provided an initial period of 180 calendar days, or until August 26, 2024, to regain compliance with the Bid Price Rule.

As previously reported, on August 27, 2024, Nasdaq advised the Company in writing that, while the Company had not regained compliance with the

Bid Price Rule, the Company had been granted an additional 180 calendar day extension, or until February 24, 2025 (the “Second Deadline”), to regain compliance with the Bid Price Rule.

We effected a reverse stock split of our authorized, issued and outstanding shares of Class A common stock, at a ratio of 1-for-5 (the “2025 Reverse Stock Split”).

The 2025 Reverse Stock Split became effective at 5:01 p.m., Eastern Time, on February 14, 2025, with the Class A common stock trading on Nasdaq on a reverse split-adjusted basis under our existing trading symbol “BOXL” at the market open on February 18, 2025.

We effectuated the Reverse Stock Split to raise the per share bid price of our Class A Common Stock above $1.00 per share in an effort to regain compliance with the Bid Price Rule.

We were eligible to regain compliance with the Bid Price Rule if our Class A Common Stock traded at or above $1.00 for a minimum of 10 consecutive trading days on or before the Second Deadline.

On February 25, 2025, the staff of Nasdaq notified us in writing that we had not regained compliance with Nasdaq Listing Rule 5550(a)(2) by the Second Deadline, and that trading in our Class A common stock would be suspended at the opening of business on March 4, 2025, and a Form 25-NSE would be filed with the Securities and Exchange Commission (the “SEC”) to remove our securities from listing and registration on Nasdaq.

However, as of close of market on March 3, 2025, our Class A Common Stock had traded above $1.00 for 10 consecutive trading days, and, as a result, Nasdaq notified us in writing that the Staff had determined that we had regained compliance with the Bid Price Rule, and that suspension of trading in, and delisting of, our stock had been cancelled.

Accordingly, we regained compliance with the Bid Price Rule and continued trading on Nasdaq under our existing trading symbol “BOXL” at the market open on March 4, 2025.

While the Company regained compliance with the Bid Price Rule at that time, there can be no assurance that the Company will maintain compliance with the Bid Price Rule, in the future.

In addition, in accordance with Nasdaq Listing Rule 5810(c)(3)(A)(iv), if our stock price were to decline below $1.00 per share in the twelve months following our reverse stock split on February 14, 2025, we would not be eligible for any compliance period and the Nasdaq Listing Qualifications Department will issue a Staff Delisting Determination.

In addition, our Board may determine in the future that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.

A delisting of our Class A common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our Class A common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Class A common stock.

In the event our stock is delisted from Nasdaq, whether by choice or otherwise, the delisting of our Class A common stock could significantly impair our ability to raise capital and stockholder value.

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.

As of September 30, 2024, we owed $40.1 million to the Lender under our Credit Agreement.

As of March 31, 2025 we owed $39.6 million to the Lender under our Credit Agreement.

As previously disclosed, we have been unable to comply with certain covenants under our Credit Agreement with the Lender.

Although, to date, we have been successful in obtaining forbearance agreements with respect to these matters and avoid defaults under the agreement, there can be no assurance that the lender will not declare an event of default and acceleration 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.

Most recently, we were not in compliance with the Senior Leverage Ratio financial covenant under our Credit Agreement at September 30, 2024 and our borrowing base covenant under the Credit Agreement for the month ended October 31, 2024.

Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past twelve months, our current forecast projects that we may not be able to maintain compliance with this ratio.

Most recently, we were not in compliance with (i) the Senior Leverage Ratio financial covenant under the Credit Agreement at March 31, 2025 and December 31, 2024, and (ii) our borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2024 and February 28, 2025.

On March 24, 2025, we entered into an eighth amendment to the Credit Agreement (the “Eighth Amendment”) to, among other things, waive any events of default that may have arisen directly as a result of such non-compliance with the Senior Leverage Ratio financial covenant and our borrowing base covenant under the Credit Agreement with respect to each of these periods.

We also were not in compliance with our borrowing base covenant under the Credit Agreement at March 31, 2025, which was subsequently cured by the payment of approximately $1.3 million under the Credit Agreement in April and May 2025.

Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past 18 months, our current forecast projects that we may not be able to maintain compliance with this ratio.

These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

In addition, pursuant to the Eighth Amendment, we must also comply with additional covenants, including meeting target completion milestones related to our recapitalization process, most notably achieving an expected completion of the recapitalization and/or repayment of our term loan by June 16, 2025.

We are actively working to refinance our debt with new lenders.

While we have currently engaged financial advisors and are actively working to

refinance our existing debt, there can be no assurance we will be successful in refinancing our debt, on a timely basis, or on terms acceptable to us, or at all.

In view of these matters, continuation as a going concern is dependent upon our ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, borrowing base requirements or any other covenants or requirements under the Credit Agreement, or refinance our Credit Agreement with a different lender.

Furthermore, in the event the Lender refuses to grant forbearance to avoid a future default, the Lender might accelerate our obligations under the Credit Agreement.

In order to satisfy such obligations, we would similarly have to refinance our obligations or seek additional capital.

Our ability to refinance our existing debt is based upon credit markets and economic forces, whether on acceptable terms or at all, that are outside of our control.

There can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, or at all.

Furthermore, in the event the Lender refuses to grant waivers to avoid a future default, the Lender might accelerate our obligations under the Credit Agreement.

In order to satisfy such obligations, we would similarly have to refinance our obligations or seek additional capital, which we might not be able to do on acceptable terms or on a timely basis, or at all.

Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control.

There can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, or on a timely basis, or at all.

Furthermore, if we were attempting to refinance our obligations or raise capital in response to an imminent or declared acceleration and default, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital.

In the event we fail in any of the efforts described in the preceding sentences, our business may materially suffer or even cease operations.

If the holders of our Series B Preferred Stock were to redeem their shares, we may not be able to pay the redemption price .

On September 25, 2020, the Company issued 1,586,620 shares of Series B Preferred Stock.

To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B Preferred Stock are redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024, upon 30 days prior written notice from the holders, for a redemption price, payable in cash, of $10.00 per share being redeemed plus all accrued and unpaid dividends on such redeemed shares.

If all unconverted shares of Series B Preferred Stock were redeemed on September 30, 2024, the total amount payable by the Company would be $15.9 million.

If the holders of Series B Preferred Stock were to give notice of redemption, there is no guarantee that the Company would be able to satisfy the redemption price.

Assuming it were unable to, the Company might have to seek additional capital (including through the incurrence of additional indebtedness, issuance of securities or sale of assets outside the ordinary course).

There is no guarantee that the Company would be able to obtain such additional capital on acceptable terms, or at all.

Moreover, redemption of the Series B Preferred Stock might cause a default under the Credit Agreement, and efforts to satisfy it might be effectively prohibited by covenants under the Credit Agreement.

The Company’s failure to be able to timely satisfy any redemption of the Series B Preferred Stock, and other follow-on consequences of such failure, could materially negative affect the Company, including jeopardizing its ability to continue as a going concern.

The Company’s Series C Preferred Stock is subject to redemption by the holder starting January 1, 2026, so it is possible the risk of a non-payable redemption price could increase in the future.

UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASE OF EQUITY SECURITIES

4 unchanged sentences

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-Q

Item 1A. Risk Factors