Boxlight Corp
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
BOXL$1.99+1.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001628280-25-040170
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001628280-25-052307
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 148 previous paragraphs and 150 current paragraphs.
113 unchanged; 27 reworded; 10 added; 6 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
•our substantial indebtedness which matures December 31, 2025;
Current report
•governance and management risks related to turnover in our executive ranks and board of directors;
Current report
Depreciation and amortization. Depreciation and amortization expense consists of depreciation of our property and equipment and amortization of our intangible assets.
Current report
Depreciation and Amortization Expenses. Depreciation and amortization expenses for the three months ended September 30, 2025 were $2.6 million, representing 9.0% of revenue as compared to $2.1 million representing 5.7% of revenue for the three months ended September 30, 2024. The increase in depreciation and amortization expenses for the period ended September 30, 2025 was due to acceleration of amortization of intangible assets that will continue through the third quarter of 2026.
Current report
For the nine-month periods ended September 30, 2025 and 2024
Current report
Depreciation and Amortization Expenses. Depreciation and amortization expenses for the nine months ended September 30, 2025 were $7.7 million, representing 9.3% of revenue as compared to $6.2 million representing 5.5% of revenue for the nine months ended September 30, 2024. The increase in depreciation and amortization expenses for the period ended September 30, 2025 was due to acceleration of amortization of intangible assets that will continue through the third quarter of 2026.
Current report
$5.1 million. Cash used in financing activities in the 2024 period related to principal payments on debt of $7.4 million and payments of preferred dividends of $1.0 million, partially offset by $4.0 million proceeds from short-term debt.
Current report
As of October 31, 2025, the Company was in default of certain financial and non‑financial covenants under its credit facility with Whitehawk. Moreover, the Company’s loan from Whitehawk matures on December 31, 2025, and the Company does not anticipate it will have the resources to pay the loan at that time. The Company is actively engaged in discussions with Whitehawk to obtain an additional waiver and to amend the terms of the credit facility to address the existing defaults and provide additional flexibility under the loan agreement, including with respect to the upcoming maturity. While there can be no assurance that a waiver or amendment will be obtained, management believes that ongoing negotiations with the lender will be successful. There can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to maintain full compliance with these covenants in the future.
Current report
On November 10, 2025, the Company made a principal payment of $1,000,000 on its outstanding loan balance. The Company continues to comply with all other payment obligations under the facility.
Current report
Management continues to evaluate the potential impact of the existing covenant default on the Company’s liquidity and financial condition. If the Company is unable to obtain a waiver or otherwise cure the default, the lender could exercise its rights and remedies under the loan agreement, which may include acceleration of the outstanding debt.
Removed paragraphs (6)
Previous report
•our ability to pay the redemption price of our outstanding Series B Preferred Stock and Series C Preferred Stock in the event the holders thereof were to opt to cause the Company to redeem the Series B Preferred Stock or Series C Preferred Stock;
Previous report
•our indebtedness, a substantial amount of which is bearing interest at a variable rate;
Previous report
For the six-month periods ended June 30, 2025 and 2024
Previous report
Note that the Change in fair value of common warrants from the three months ended March 31, 2025 was revised to include the Loss on warrant issuance of $578 thousand recorded in that period, resulting in an Adjusted EBITDA for the three months ended March 31, 2025 of $553 thousand.
Previous report
To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of our 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 to the Company, for a redemption price, payable in cash, equal to the sum of (a) $10.00 multiplied by the number of shares of Series B preferred stock being redeemed (the “Series B Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Series B Redeemed Shares. We may be required to seek alternative financing arrangements or restructure the terms of the agreement with the Series B preferred shareholders on terms that are not favorable to us if cash and cash equivalents are not sufficient to fully redeem the Series B preferred shares. We are currently evaluating alternatives to refinance or restructure the Series B preferred shares including extending the maturity of the Series B preferred shares beyond the current optional conversion date.
Previous report
On February 20, 2025, we filed with the Secretary of State of the State of Nevada (i) an Amendment to the Certificate of Designation of our Series B Preferred Stock (the “Series B Amendment”) and (ii) an Amendment to the Certificate of Designation of our Series C Preferred Stock (the “Series C Amendment” and, together with the Series B Amendment, the “Amendments”). Each Amendment was approved by the holders of a majority of the outstanding shares of Series B Preferred Stock or Series C Preferred Stock, as applicable, in accordance with the applicable Certificate of Designation. Pursuant to the Amendments, neither the Series B Preferred Stock nor the Series C Preferred Stock shall be convertible into Class A Common Stock until the earlier of (1) the effectiveness of an amendment to the articles of incorporation of the Company increasing the number of shares of authorized Class A Common Stock to at least 25,000,000 shares (subject to adjustments as set forth therein) and (2) August 19, 2025.
Reworded paragraphs (27)
Previous wording
Unless the context otherwise requires, the terms “the Company,” “we,” “us,” and “our” in this Quarterly Report refer to Boxlight Corporation and its consolidated direct and indirect subsidiaries, and the term “Boxlight” refers to Boxlight Inc., a Washington corporation and a wholly owned subsidiary of Boxlight Corporation. The terms “quarter” and “year to date” refer to our quarter ending March 31st.
Current wording
Unless the context otherwise requires, the terms “the Company,” “we,” “us,” and “our” in this Quarterly Report refer to Boxlight Corporation and its consolidated direct and indirect subsidiaries, and the term “Boxlight” refers to Boxlight Inc., a Washington corporation and a wholly owned subsidiary of Boxlight Corporation. The terms “quarter” and “year to date” refer to our quarter ending September 30th.
Previous wording
•our ability to comply with certain covenants, as well as minimum liquidity and borrowing base requirements under our existing credit agreement, or in the alternative, to continue to obtain forbearances or waivers from the lender thereunder;
Current wording
•our ability to comply with certain covenants, minimum liquidity and borrowing base requirements under our existing credit agreement, or in the alternative, to continue to obtain forbearances or waivers from the lender thereunder with respect to defaults thereunder, including existing defaults;
Previous wording
•our ability to regain compliance with the Nasdaq Capital Market continued listing requirements and maintain a listing of our Class A common stock on Nasdaq Capital Market;
Current wording
•our ability to maintain compliance with the Nasdaq Capital Market continued listing requirements and maintain a listing of our Class A common stock on Nasdaq Capital Market;
Previous wording
We classify our operating expenses into two categories: general and administrative and research and development.
Current wording
We classify our operating expenses into three categories: general and administrative, depreciation and amortization, and research and development.
Previous wording
General and administrative. General and administrative expense consists of personnel related costs, which include salaries and stock-based compensation, as well as the costs of professional services, such as accounting and legal, facilities, information technology, depreciation and amortization and other administrative expenses. General and administrative expense may fluctuate as a percentage of revenue, notably in the second and third quarters of our fiscal year when we have historically experienced our highest levels of revenue.
Current wording
General and administrative. General and administrative expense consists of personnel related costs, which include salaries and stock-based compensation, as well as the costs of professional services, such as accounting and legal, facilities, information technology, and other administrative expenses. General and administrative expense may fluctuate as a percentage of revenue, notably in the second and third quarters of our fiscal year when we have historically experienced our highest levels of revenue.
Previous wording
Other (expense) income, net primarily consists of interest expense associated with our debt financing arrangements, the effects of changes in the fair value of derivative liabilities and changes in the fair value of warrants.
Current wording
Other (expense) income, net primarily consists of interest expense associated with our debt financing arrangements, certain impacts of changes in foreign exchange rates, and the effects of changes in the fair value of derivative liabilities and changes in the fair value of warrants.
Previous wording
Sweden, Finland, Holland, Germany, Australia, Canada, and Denmark have a statutory tax rate different from that of the United States. Additionally, certain jurisdictions of the Company’s international earnings are also taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the absorption of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws. We regularly assess the likelihood of adverse outcomes resulting from the examination of our tax returns by the U.S. Internal Revenue Service, or IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax expense may become necessary. Any such adjustments could have a significant impact on our results of operations.
Current wording
We are subject to income taxes in the jurisdictions in which we do business, including the United States, Canada United Kingdom, Mexico, Sweden, Finland, Holland, Australia, Denmark and Germany. The United Kingdom, Mexico, Sweden, Finland, Holland, Germany, Australia, Canada, and Denmark have a statutory tax rate different from that of the United States. Additionally, certain jurisdictions of the Company’s international earnings are also taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the absorption of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws. We regularly assess the likelihood of adverse outcomes resulting from the examination of our tax returns by the U.S. Internal Revenue Service, or IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax expense may become necessary. Any such adjustments could have a significant impact on our results of operations.
Previous wording
Revenues. Total revenues for thethree months ended June 30, 2025 were $30.9 million as compared to $38.5 million for thethree months ended June 30, 2024, resulting in a 19.9% decrease. Thedecrease in revenues was due to lower sales volume across all markets primarily resulting from lower global demand for interactive flat panel displaysas well as competitive industry pricing. On a sequential quarter basis, total revenues increased 37.6% from the three months ended March 31, 2025, which we believe is an encouraging sign.
Current wording
Revenues. Total revenues for thethree months ended September 30, 2025 were $29.3 million as compared to $36.3 million for thethree months ended September 30, 2024, resulting in a 19.2% decrease. Thedecrease in revenues was due to lower sales volume across all markets primarily resulting from lower global demand for interactive flat panel displaysas well as competitive industry pricing. On a sequential quarter basis, total revenues decreased 4.9% from the three months ended September 30, 2025.
Previous wording
Cost of Revenues. Cost of revenues for thethree months ended June 30, 2025 were $20.1 million as compared to $24.0 million for thethree months ended June 30, 2024, resulting in a 16.4% decrease. Thedecrease in cost of revenues was attributable to the decrease in units sold.
Current wording
Cost of Revenues. Cost of revenues for thethree months ended September 30, 2025 were $20.8 million as compared to $24.0 million for thethree months ended September 30, 2024, resulting in a 13.5% decrease. Thedecrease in cost of revenues was attributable to the decrease in units sold, offset by an increase of $1.6 million in tariffs.
Previous wording
Gross Profit. Gross profit for thethree months ended June 30, 2025 was $10.8 million as compared to $14.5 million for thethree months ended June 30, 2024, a decrease of 25.7%. Gross profit margin was 35.0% for thethree months ended June 30, 2025 and 37.7% for thethree months ended June 30, 2024. The decrease in gross profit margin is primarily related to the difference in product mix offset by increases in pricing pressure within the industry compared to the prior year quarter.
Current wording
Gross Profit. Gross profit for thethree months ended September 30, 2025 was $8.5 million as compared to $12.3 million for thethree months ended September 30, 2024, a decrease of 30.3%. Gross profit margin was 29.1% for thethree months ended September 30, 2025 and 33.8% for thethree months ended September 30, 2024. The decrease in gross profit margin is primarily related to changes in the product mix, increases in pricing pressure within the industry, and the impact of tariffs on the cost of our products compared to the prior year quarter.
Previous wording
General and Administrative Expenses. General and administrative expenses for thethree months ended June 30, 2025 were $13.6 million, representing 44.0% of revenue as compared to $12.3 million representing 32.0% of revenue for thethree months ended June 30, 2024. Theincrease in general and administrative expenses for the period ended June 30, 2025 was primarily due to increase in professional fees of $0.7 million, depreciation and amortization of $0.6 million and other costs of $1.1 million, partially offset by a decrease in employee-related expenses of $1.4 million.
Current wording
General and Administrative Expenses. General and administrative expenses for thethree months ended September 30, 2025 were $8.7 million, representing 29.8% of revenue as compared to $10.0 million representing 27.6% of revenue for thethree months ended September 30, 2024. Thedecrease in general and administrative expenses for the period ended September 30, 2025 wasprimarily due to a decrease of $1.1 million in employee-related expenses, a decrease of $0.3 million in stock compensation, and a decrease of $0.1 million in travel expense, offset by an increase in professional fees of $0.2 million.
Previous wording
Research and Development Expenses. Research and development expenses for the three months ended June 30, 2025 and 2024 were$1.1 million and$1.0 million, respectively and represented 3.7% and 2.6% of revenue, respectively.
Current wording
Research and Development Expenses. Research and development expenses for the three months ended September 30, 2025 and 2024 were$1.1 million and$1.0 million, respectively and represented 3.8% and 2.8% of revenue, respectively.
Previous wording
Other Expense. Other expense, net for the three months ended June 30, 2025 was $0.5 million as compared to$2.8 million for the three months ended June 30, 2024, representing a decrease of$2.3 million. Other expense consists primarily of interest expense on our term loan, foreign currency translation, and the change in fair value of common warrants compared to the prior year quarter, and the decrease in the current period relates primarily to the positive impacts of foreign currency translation.
Current wording
Other Expense. Other expense, net for the three months ended September 30, 2025 was $2.5 million as compared to$2.2 million for the three months ended September 30, 2024, representing an increase of$0.3 million. Other expense consists primarily of interest expense on our term loan, foreign currency translation, and the change in fair value of common warrantsand derivative liabilities compared to the prior year quarter, and theincreasein the current period relates primarily to the increase in interest expenseand the change in fair value of common warrants.
Previous wording
Net Loss. Net loss was approximately$4.7 million and$1.5 million for the three months ended June 30, 2025 and 2024, respectively, and was a result of the changes noted above.
Current wording
Net Loss. Net loss was approximately$6.2 million and$3.1 million for the three months ended September 30, 2025 and 2024, respectively, and was a result of the changes noted above.
Previous wording
Revenues. Total revenues for thesix months ended June 30, 2025 were $53.3 million as compared to $75.6 million for thesix months ended June 30, 2024, resulting in a 29.5% decrease. The decrease in revenues was due to lower sales volume across all markets primarily resulting from lower global demand for interactive flat panel displaysas well as competitive industry pricing.
Current wording
Revenues. Total revenues for thenine months ended September 30, 2025 were $82.6 million as compared to $111.9 million for thenine months ended September 30, 2024, resulting in a 26.2% decrease. The decrease in revenues was due to lower sales volume across all markets primarily resulting from lower global demand for interactive flat panel displaysas well as competitive industry pricing.
Previous wording
Cost of Revenues. Cost of revenues for thesix months ended June 30, 2025 were $34.4 million as compared to $48.3 million for thesix months ended June 30, 2024, resulting in a 28.6% decrease. The decrease in cost of revenues was attributable to the decrease in units sold.
Current wording
Cost of Revenues. Cost of revenues for thenine months ended September 30, 2025 were $55.2 million as compared to $72.3 million for thenine months ended September 30, 2024, resulting in a 23.6% decrease. The decrease in cost of revenues was attributable to the decrease in units sold, offset by an additional $1.3 million in tariffs.
Previous wording
Gross Profit. Gross profit for thesix months ended June 30, 2025 was $18.8 million as compared to $27.3 million for thesix months ended June 30, 2024, a decrease of 31.1%. Gross profit margin was 35.4% for thesix months ended June 30, 2025 and 36.2% for thesix months ended June 30, 2024. The decrease in gross profit margin is primarily related to the difference in product mix offset by increases in pricing pressure within the industry compared to the prior year quarter.
Current wording
Gross Profit. Gross profit for thenine months ended September 30, 2025 was $27.4 million as compared to $39.6 million for thenine months ended September 30, 2024, a decrease of 30.9%. Gross profit margin was 33.1% for thenine months ended September 30, 2025 and 35.4% for thenine months ended September 30, 2024. The decrease in gross profit margin is primarily related to the difference in product mix, increases in pricing pressure withinthe interactive flat panel display market, and the impact of tariffs incurred during a portion of the current period compared to the prior year period.
Previous wording
General and Administrative Expenses. General and administrative expenses for thesix months ended June 30, 2025 were $23.6 million, representing 44.3% of revenue as compared to $27.6 million representing 36.5% of revenue for thesix months ended June 30, 2024. The decrease in general and administrative expenses for the period ended June 30, 2025 was due to ongoing initiatives to reduce operating expenses across all cost groups, with the largest declines in employee-related expenses of $3.9 million, partially offset by higher depreciation and amortization expenses.
Current wording
General and Administrative Expenses. General and administrative expenses for thenine months ended September 30, 2025 were $27.3 million, representing 33.0% of revenue as compared to $33.5 million representing 29.9% of revenue for thenine months ended September 30, 2024. The decrease in general and administrative expenses for the period ended September 30, 2025 was due to ongoing initiatives to reduce operating expenses across all cost groups, with the largest declines in employee-related expenses of $5.0 million and the second largest declines in sales and marketing expense of $1.2 million.
Previous wording
Research and Development Expenses. Research and development expenses for the six months ended June 30, 2025 and 2024 were $2.0 million and $2.2 million, respectively and represented 3.8% and 2.9% of revenue, respectively. The decrease was due to management's ongoing initiatives to reduce operating expenses.
Current wording
Research and Development Expenses. Research and development expenses for the nine months ended September 30, 2025 and 2024 were $3.2 million in both periods and represented 3.8% and 2.8% of revenue, respectively.
Previous wording
Other Expense. Other expense, net for the six months ended June 30, 2025 was $1.0 million as compared to$5.4 million for the six months ended June 30, 2024, representing a decrease of$4.4 million. Other expense consists primarily of interest expense on our term loan, foreign currency translation, and the change in fair value of common warrants compared to the prior year.
Current wording
Other Expense. Other expense, net for the nine months ended September 30, 2025 was $3.5 million as compared to$7.6 million for the nine months ended September 30, 2024, representing a decrease of$4.1 million. Other expense consists primarily of interest expense on our term loan, foreign currency translation, and the change in fair value of common warrants compared to the prior year. The decrease in the current period was due to an increase in other income and positive changes in the fair value of common warrants.
Previous wording
Net Loss. Net loss was approximately$8.0 million and$8.6 million for the six months ended June 30, 2025 and 2024, respectively, and was a result of the changes noted above.
Current wording
Net Loss. Net loss was approximately$14.1 million and$11.6 million for the nine months ended September 30, 2025 and 2024, respectively, and was a result of the changes noted above.
Previous wording
As of June 30, 2025, we had cash and cash equivalents of $7.6 million, a working capital balance of ($0.5) million, and a current ratio of 0.99. As of June 30, 2024, we had $7.5 million of cash and cash equivalents, a working capital balance of $46.7 million, and a current ratio of 2.21.
Current wording
As of September 30, 2025, we had cash and cash equivalents of $11.8 million, a working capital balance of $1.5 million, and a current ratio of 1.02. As of September 30, 2024, we had $10.5 million of cash and cash equivalents, a working capital balance of $45.8 million, and a current ratio of 2.10. In addition, the Company had indebtedness of $36.7 million maturing on December 31, 2025.
Previous wording
For the six months ended June 30, 2025 and 2024, we had net cash used in operating activities of $3.1 million and $7.3 million, respectively. Cash used in operating activities primarily relates to net loss for the six months ended June 30, 2025 as well as changes in working capital management. We had net cash used in investing activities of $159 thousand and $411 thousand for the six months ended June 30, 2025 and 2024, respectively. Cash used in investing activities is related to purchases of property and equipment. For the six months ended June 30, 2025 and 2024, we had net cash provided by and used in financing activities of $3.3 million and $1.4 million, respectively. Cash provided by financing activities in 2025 is related to proceeds from short-term debt of $2.5 million and proceeds from issuance of common stock and warrants of $2.8 million, partially offset by the principal repayment of short-term debt of $2.0 million.
Current wording
For the nine months ended September 30, 2025 and 2024, we had net cash used in operating activities of $1.8 million and $2.1 million, respectively. Cash used in operating activities primarily relates to net loss for the nine months ended September 30, 2025 as well as changes in working capital management. We had net cash used in investing activities of $158 thousand and $279 thousand for the nine months ended September 30, 2025 and 2024, respectively. Cash used in investing activities is related to purchases of property and equipment. For the nine months ended September 30, 2025 and 2024, we had net cash provided by and used in financing activities of $5.7 million and $4.4 million, respectively. Cash provided by financing activities in 2025 is related to proceeds from short-term debt of $2.5 million and proceeds from issuance of common stock and the exercise of warrants of $8.3 million, partially offset by principal payments of debt of
Previous wording
The Company was also not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2024. In addition, the Company was also not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2024 and February 28, 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 and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025. In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025 and February 2025. The Company is required to pay a fee equal to 6% of the working capital bridge loan under the Eighth Amendment. The bridge loan, including the related fee, is due and payable in full on August 31, 2025, and is not subject to prepayment penalties. There can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to maintain full compliance with these covenants in the future.
Current wording
The Company was also not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2024. In addition, the Company was also not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2024 and February 28, 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 and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025. In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025 and February 2025. The Company was required to pay a fee equal to 6% of the working capital bridge loan under the Eighth Amendment. The bridge loan, including the related fee, was due and was paid in full on August 29, 2025, and is not subject to prepayment penalties. There can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to maintain full compliance with these covenants in the future.
Previous wording
Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past eighteen months, our current forecast projects that we may not be able to maintain compliance with this ratio. These conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued.
Current wording
Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past twenty one months, our current forecast projects that we may not be able to maintain compliance with this ratio. These conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued.
Previous wording
In view of this matter, 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, the borrowing base covenant, or any other financial covenants, or refinance our Credit Agreement with a different lender on a basis with more favorable terms. As part of our ongoing efforts to strengthen our financial position, the Company has initiated plans to recapitalize its balance sheet and refinance our current Credit Agreement. This initiative is part of our broader strategy to improve financial flexibility, reduce our cost of capital, and position the Company for sustainable growth in the long term. 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, we do not have written or executed agreements as of the issuance of this Form 10-Q. Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control. We have a good working relationship with our current banking partner, however, there can be no assurance that we will be successful in refinancing our debt, or on terms acceptable to us.
Current wording
In view of this matter, 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, the borrowing base covenant, or any other financial covenants, or refinance our Credit Agreement with a different lender on a basis with more favorable terms. As part of our ongoing efforts to strengthen our financial position, the Company has initiated plans to recapitalize its balance sheet and refinance our current Credit Agreement. This initiative is part of our broader strategy to improve financial flexibility, reduce our cost of capital, and position the Company for sustainable growth in the long term. 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, we do not have written or executed agreements as of the issuance of this Form 10-Q. Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control. We have a good working relationship with our current lending partner, however, there can be no assurance that we will be successful in refinancing our debt, or on terms acceptable to us.
Previous wording
Because our Class A common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. On April 7, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“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 $500,000 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 ($12,896,000) at December 31, 2024, and (ii) net losses of ($28,335,000) and ($39,156,000) 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 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.
Current wording
Because our Class A common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. On April 7, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it did not satisfy certain continued listing requirements for 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. On October 3, 2025, the Company announced that it believed that it had met the listing requirements. On October 8, 2025, Nasdaq informed the Company that it had determined that the Company complies with Nasdaq Listing Rules relating to minimum stockholders' equity, independent director, and audit committee requirements with which it previously did not comply. Nasdaq further noted that it will continue to monitor the Company's compliance with the minimum stockholders' equity and, if at the time of its next periodic report the Company does not comply, the Company may be subject to delisting.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
We are subject to income taxes in the jurisdictions in which we do business, including the United States, Canada United Kingdom, Mexico, Sweden, Finland, Holland, Australia, Denmark and Germany. The United Kingdom, Mexico,
Previous report — wording carried elsewhere
There can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to maintain full compliance with these covenants in the future.