OTHER INFORMATION
+Added: 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) non-compliance with the financial covenant related to the Senior Leverage Ratio for the period ended June 30, 2025, (2) the monthly 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 requirements under the Eighth Amendment, which required, among other things, initiation of 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.
+Added: In connection with 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.
+Added: The foregoing description of the Ninth Amendment is not complete and is qualified in its entirety by reference to the full text of the Ninth Amendment, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Securities Trading Plans of Directors and Executive Officers
−Removed: During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).
+Added: During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).
The following exhibits are filed or furnished with this report:
Description of Exhibit
−Removed: 3.1 Certificate of Change, filed on February 12, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 13, 2025).
−Removed: 4.1 Amendment to Certificate of Designation (Series B Preferred Stock) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8- K filed February 21, 2025).
−Removed: 4.2 Amendment to Certificate of Designation (Series C Preferred Stock) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8- K filed February 21, 2025).
−Removed: 4.3 2025 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8- K filed February 21, 2025).
−Removed: 4.4 2025 Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8- K filed February 21, 2025).
−Removed: 10.1 Placement Agent Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8- K filed February 21, 2025).
−Removed: 10.2 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8- K filed February 21, 2025).
−Removed: 10.3 Eight Amendment and Waiver to Credit Agreement, dated March 24, 2025 , between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC (incorporated by reference to exhibit 10.
−Removed: 89 to the Annual Rep ort on Form 10- K filed March 2 8 , 202 5 )
+Added: 10.1 Inventory Finance Agreement, dated May 27, 2025, between Boxlight Corporation and J.J.
+Added: 10.2 Ninth Amendment and Waiver to Credit Agreement, dated August 12 , 2025, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC]
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: 31.2* Certification of Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 32.2** Certification of Chief Financial Officer Pursuant to 18 U.S.C.
+Added: 32.2** Certification of Interim Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10 unchanged sentences
BOXLIGHT CORPORATION
+Added: August 13, 2025
/s/ Dale Strang
Chief Executive Officer
−Removed: /s/ Greg Wiggins
−Removed: Chief Financial Officer
+Added: August 13, 2025
+Added: /s/ Brian Lane
+Added: Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
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.