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 July 1, 2026, we received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) that we are not in compliance with the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b). As a result, our securities are subject to suspension and delisting unless we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”). We timely submitted our hearing request, which stays any further suspension or delisting action on this basis at least pending the conclusion of the hearing and any extension the Panel may grant. There can be no assurance, however, that the Panel will grant continued listing, that any extension period will be sufficient, or that we will be able to demonstrate compliance with the stockholders’ equity requirement within any extension period the Panel may grant. 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. A new Nasdaq listing requirement based on market value could result in the immediate suspension and delisting of our common stock. On July 22, 2026, the SEC approved a new Nasdaq listing rule that requires companies to maintain a Market Value of Listed Securities (“MVLS”) of at least $5 million. If a company’s MVLS remains below $5 million for 30 consecutive business days, Nasdaq will immediately suspend and move to delist the stock, and a hearing request does not stay that suspension. The Panel may grant up to 180 days if a company demonstrates it meets Nasdaq’s initial listing requirements. Nasdaq has indicated the 30 day period began on July 23, 2026. As of July 23, 2026, our MVLS was approximately $2.4 million, below the new $5 million threshold. If our MVLS remains below $5 million through September 2, 2026, we would receive a Staff Delisting Determination and our 51 Table of Contents Class A common stock would become immediately subject to suspension and delisting from Nasdaq, without the cure period generally available for other continued listing deficiencies. While we would retain the right to request review by a Nasdaq Hearings Panel, such a request would not stay the suspension of trading. On July 30, 2026, the SEC stayed implementation of the rule pending further action by the Commission. As of the date of this Quarterly Report, the stay remains in effect and the 30 consecutive business day measurement period described above is paused. The Company will continue monitoring its market value, evaluating financing alternatives, and assessing strategic options. We must address these deficiencies to remain listed on Nasdaq. If our common stock is delisted, it could materially and adversely affect the liquidity and market price of our common stock and our ability to raise additional capital. 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 June 30, 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. Pursuant to the August 2026 Forbearance Agreement, the mandatory quarterly amortization payments on the initial term loan remain suspended through September 30, 2026, with the first payment due on December 31, 2026. In addition, the August 2026 Forbearance Agreement amended the Credit Agreement’s mandatory prepayment provisions to require that 50% (or 100% if an Event of Default exists) of net cash proceeds from subordinated indebtedness in addition to equity issuances be applied to prepay the Credit Agreement loan, with any retained proceeds restricted from being used to make payments on equity interests, redeemable preferred stock, or subordinated indebtedness. In August 2026, the Company completed an equity raise, the proceeds of which were required to be applied to repay a portion of the outstanding Whitehawk Credit Agreement loan, resulting in a principal repayment of approximately $2.25 million and a prepayment penalty of $0.14 million. 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 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- 52 Table of Contents compliance with the Minimum Consolidated Adjusted EBITDA, 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.