Boxlight Corp
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
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.
Jun 30, 2026 · Filed Aug 14, 2026
BOXL$1.99+1.5%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001628280-26-035695
Item 1A. RISK FACTORSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001628280-26-057056
Item 1A. RISK FACTORSThe 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 15 previous paragraphs and 20 current paragraphs.
10 unchanged; 2 reworded; 8 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (8)
Current report
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.
Current report
A new Nasdaq listing requirement based on market value could result in the immediate suspension and delisting of our common stock.
Current report
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.
Current report
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
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (3)
Previous report
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.
Previous report
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.
Previous report
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.
Reworded paragraphs (2)
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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 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.