Boxlight Corp 10-Q

ITEM 1A. RISK FACTORS For information regarding other risk factors pertinent to the Company’s business please refer to Part I Item 1A of the Company’s 2025 Annual Report on Form 10-K, which was filed with the SEC on April 15, 2026 and is incorporated by reference herein, as further updated and supplemented by the risk factors set forth below. We may not be able to maintain a listing of our Class A common stock on Nasdaq Capital Market, or Nasdaq On April 20, 2026, we received an expected letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying us that our stockholders’ equity as reported in its Annual Report on Form 10-K for the period ending December 31, 2025 (the “Form 10-K”), did not meet the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000. In our Form 10-K, we reported stockholders’ equity of $1,255,000, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). Additionally, as of the date of this quarterly report, we did not meet the alternative Nasdaq continued listing standards under Nasdaq Listing Rules. This notice of noncompliance has had no immediate impact on the continued listing or trading of our common stock on The Nasdaq Capital Market, which will continue to be listed and traded on Nasdaq, subject to our compliance with the other continued listing requirements. Nasdaq has given us until June 4, 2026, to submit to Nasdaq a plan to regain compliance. If our plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of Nasdaq’s letter to evidence compliance. We are currently evaluating various courses of action to regain compliance, and plans to timely submit its plan to Nasdaq to regain compliance with the minimum stockholders’ equity requirement. We are confident that we can regain compliance with Nasdaq’s minimum stockholders’ equity standard within the compliance period. However, there can be no assurance that our plan will be accepted or that if it is, we will be able to regain compliance. If our plan to regain compliance is not accepted, or if it is and we do not regain compliance within 180 days from the date of Nasdaq’s letter, or if we fail to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that our common stock will become subject to delisting. In such an event, Nasdaq rules would permit us to appeal the decision to reject our proposed compliance plan or any delisting determination to a Nasdaq Hearings Panel. 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 March 31, 2026 we owed $32.2 million to the lender under our Credit Agreement. During 2024 and 2025, we did not comply with certain financial covenants, minimum liquidity requirements, and borrowing base requirements under the Credit Agreement. Although we have obtained waivers and amendments from the lender with respect to these instances of noncompliance, there can be no assurance that we will be able to maintain compliance with the Credit Agreement in the future or that additional waivers or amendments will be available on acceptable terms or at all. On December 18, 2025, the Company entered into the Eleventh Amendment to the Credit Agreement, which eliminated the Senior Leverage Ratio covenant and replaced it with a Minimum Consolidated Adjusted EBITDA covenant, commencing with the period ending March 31, 2026. Pursuant to the May 2026 Forbearance Agreement, the Lenders granted a limited waiver of the borrowing base and Minimum Consolidated Adjusted EBITDA defaults for the periods ended March 31, 2026 and April 30, 2026. These conditions, together with our historical operating losses and liquidity constraints, raise substantial doubt about our ability to continue as a going concern for a period of one year following the issuance of these financial statements. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows from operations, obtain additional waivers or other relief under the Credit Agreement for any future covenant or borrowing base 46 Table of Contents noncompliance, or refinance our indebtedness with the existing lender or a new lender. If the lender were to refuse to grant future waivers or declare an event of default, the lender could accelerate the maturity of our obligations under the Credit Agreement. In the event of an acceleration, we would be required to refinance our indebtedness or obtain additional capital, which we may not be able to do on acceptable terms, on a timely basis, or at all. Our ability to refinance existing debt or raise additional capital is dependent on market conditions and other factors beyond our control. If we were required to pursue refinancing or capital raising in response to an imminent or declared default, we could be forced to do so on an expedited basis, which could further limit available options and adversely affect the terms of any such transaction. If we are unable to successfully execute one or more of the foregoing plans, our business, financial condition, and results of operations could be materially adversely affected, and we may be required to significantly curtail or cease operations. 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 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. Additionally, as we have previously disclosed, there is substantial doubt about our ability to continue as a going concern. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASE OF EQUITY SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.