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Item 1A. Risk Factors

2025-08-13 compared with 2025-05-14 · 42 added, 15 removed, 41 unchanged (58% of the section changed)

10 unchanged sentences

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.

The Company submitted a compliance plan within 45 days of the date of the notification with available options to resolve the deficiency and regain compliance.

The Company’s compliance plan was accepted on June 20, 2025, and the Company was granted until October 6, 2025, to evidence compliance.

There can be no assurance that the Company will be able to obtain compliance with Rule 5550(b) within the prescribed timeframe.

If the Company’s Class A Common Stock is delisted from the Nasdaq Capital Market, it could have a material adverse effect on the market price and liquidity of the Class A Common Stock and could materially impair the Company’s ability to raise equity capital.

In addition, on May 23 2025, R.

Wayne Jackson, 67, resigned as a director of the Company for personal reasons.

As a result of Mr.

Jackson’s resignation, the Company is not in compliance with Nasdaq Rule 5605(c)(2)(A), which requires, among other things, that audit committees have at least three members and that at least one member have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication.

Pursuant to Nasdaq Rule 5605(c)(4)(B), the Company has 180 days from the date of Mr.

Jackson’s resignation, or until November 19, 2025, to cure the noncompliance, which the Company currently expects to do by recruiting another director with the requisite qualifications to serve on the Audit Committee.

There is no guarantee, however, that the Company will be able to recruit a qualified individual, or that the Company will regain compliance with Nasdaq Rule 5605(c)(2)(A).

Jackson’s resignation has also resulted in the Company not being in compliance with Nasdaq Rule 5605(b)(1), which requires that a majority of the Board of Directors must be comprised of independent directors as defined in Nasdaq listing standards.

Pursuant to Nasdaq Rule 5605(b)(1)(A), the Company also has 180 days from the date of Mr.

Jackson’s resignation, or until November 19, 2025, to cure this noncompliance.

Subsequently, on June 6, 2025, Charles P.

Amos resigned as a director of the Company.

Amos’ resignation, regaining compliance with Nasdaq’s majority-independent board requirement required additional action by the Company beyond replacing Mr.

Jackson with a suitable successor.

In connection therewith, on June 16, 2025, James Mark Elliott, 72, resigned as a non-executive director of the Company, in an effort to help the Company begin to address its non-compliance with Nasdaq Rule 5605(b)(1), The Company currently intends to retain Mr.

Elliott as an advisor to the Board and re-elect Mr.

Elliott as a board member once the Company has regained compliance with the Nasdaq listing standards regarding independent directors.

However, there is no guarantee that the Company will be able to recruit a qualified individual, or that the Company will regain compliance with Nasdaq Rule 5605(b)(1)(A).

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.

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”).

10 unchanged sentences

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

We have not complied with certain covenants, including 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 June 30, 2025, we owed $39.0 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 (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.

Recently, the Company was not in compliance with the Senior Leverage Ratio financial covenant under its Credit Agreement at June 30, 2024, September 30, 2024, December 31, 2024, March 31, 2025 and June 30, 2025.

addition, the Company was also not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2025 and February 28, 2025, March, 31, 2025, April 30, 2025 and May 31, 2025.

On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $2.5 million working capital bridge loan in March 2025 and (ii) waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Eighth Amendment) for the periods ended December 31, 2024 and March 31, 2025 and (2) the Borrowing Base defaults described in the Eighth Amendment for the months ended December 31, 2024, January 31, 2025 and February 28, 2025.

The bridge loan, including the related fee, is due and payable in full on August 31, 2025, and is not subject to prepayment penalties.

In conjunction with obtaining the waiver, the Company also was required to comply with the following covenants:

• Initiate recapitalization efforts and/or other financing arrangements with target completion milestones starting on March 21, 2025 through an expected completion of the recapitalization and/or repayment of the debt by June 16, 2025 (the “Recapitalization Requirement”).

Not meeting these dates is an event of default under the credit facility.

The Company did not meet the Recapitalization Requirement.

• Provide budgets to the Lender with variances in excess of specified thresholds resulting in an event of default at the discretion of the Lender.

The Company will also be required to meet with a financial advisor, as designated by the Lender, if requested.

In addition, the Eighth Amendment prohibits the Company from paying dividends or distributions to the preferred stockholders and reduces the borrowing base calculations by reducing the value assigned to its intellectual property to $11.2 million.

The Company also was not in compliance with its financial covenant related to the borrowing base under the Credit Agreement at March 31, 2025.

However, the non-compliance was cured by the payment of approximately $1.3 million under the Credit Agreement in April and May 2025.

The Company applied these payments to the bridge loan and related fee, leaving a balance due at August 31, 2025 of $1.4 million.

On August 13, 2025, the Company entered into a forbearance agreement and ninth amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Ninth Amendment”) to waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Ninth Amendment) for the period ended June 30, 2025, (2) the Borrowing Base defaults described in the Ninth Amendment for the months ended April 30, 2024, May 31, 2025, June 30, 2025, and July 31, 2025, and (3) the failure to comply with the Recapitalization Requirement.

Pursuant to the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $0.7 million to $1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 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.

11 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