Boxlight Corp SEC Filings

Boxlight Corporation reported Q3 2025 results showing weaker demand and ongoing financing pressure. Revenue was $29.3 million, down from $36.3 million a year ago, as product and services sales both declined. Gross profit was $8.5 million. The company posted a loss from operations of $3.9 million and a net loss of $6.2 million; diluted loss per share was $1.88.

For the first nine months, revenue was $82.6 million versus $111.9 million last year, with a net loss of $14.1 million. Cash rose to $11.8 million, aided by inventory reductions to $26.1 million. Short‑term debt was $36.7 million, and a term loan maturing on December 31, 2025 remains the key constraint. The filing highlights repeated covenant breaches under its credit agreement, temporary waivers, and a forbearance amendment requiring higher principal and monthly interest payments. Management states these conditions raise substantial doubt about continuing as a going concern absent refinancing or improved cash generation. Shares outstanding were 5,711,239 as of November 7, 2025.

Boxlight Corporation amended and restated its Inventory Finance Agreement with J.J. ASTOR & CO., increasing the maximum aggregate outstanding financing capacity to $9 million, up by $3 million from the prior limit. The facility allows Boxlight to finance 80% of purchases of certain finished goods from a manufacturer/supplier.

Each advance is due within 90 days and repayable at a rate of $1.0535 per $0.80 advanced. The term runs until November 3, 2026, unless mutually extended or earlier terminated by J.J. Astor. J.J. Astor may elect to convert all or part of amounts owed into Boxlight common stock and can require registration of any such shares for public resale.

The agreement is a related‑party transaction: Michael Pope, Boxlight’s Chairman and former CEO/President, is J.J. Astor’s CEO, and J.J. Astor is beneficially owned by a private investment fund managed by Mr. Pope.

Boxlight Corporation reported preliminary results for the quarter and nine months ended September 30, 2025. For Q3, revenue was $29.3 million, gross profit was $8.5 million, gross margin was 29.1%, and net loss was $6.2 million. As of September 30, 2025, cash and cash equivalents were $11.8 million and total debt was $36.7 million.

For the nine-month period, revenue was $82.6 million, gross profit was $27.4 million, and gross margin was 33.1%, with a net loss of $14.1 million. The company noted these figures are unaudited and prepared by management, intended for incorporation by reference into active registration statements, and may differ from the upcoming Form 10-Q.

Boxlight Corporation launched an at-the-market program to sell up to $4,800,000 of Class A common stock through or to A.G.P., which may act as agent or principal. Sales can occur on Nasdaq or other permitted venues “from time to time,” with A.G.P. earning a 3.0% commission on gross proceeds.

The company’s Class A stock trades on Nasdaq as “BOXL”; the last reported sale price was $2.01 on October 14, 2025. Under Form S-3’s baby shelf rules, Boxlight notes public float of approximately $26,596,017 (based on 5,575,685 non‑affiliate shares at $4.77) and that it has sold $3,999,999 of securities in the prior 12 months under that limitation.

Net proceeds are expected to be applied to prepay borrowings under the company’s credit agreement, as required, and—if the lender agrees—may also be used to repurchase or redeem Series B preferred stock, with any remainder for working capital and general corporate purposes. Boxlight highlights significant indebtedness and prior covenant non‑compliance, and recently disclosed it regained Nasdaq compliance on October 8, 2025, with ongoing monitoring of its stockholders’ equity requirement.

Boxlight Corporation entered a sales agreement with A.G.P./Alliance Global Partners to establish an at-the-market offering program for up to $4,800,000 of its Class A common stock. Under this arrangement, A.G.P. may act as sales agent or principal to sell shares from time to time as permitted by law. The company is not obligated to sell shares and can suspend offers at any time. Sales will be made pursuant to Boxlight’s effective Form S-3 shelf and an accompanying prospectus supplement.

The agent will receive a 3.00% commission on gross proceeds from any sales. Boxlight agreed to reimburse reasonable documented expenses up to $60,000, plus up to $5,000 per calendar quarter at each representation date, and up to $20,000 for each ATM program refresh. The program ends upon selling the full $4.8 million amount, shelf expiration under Rule 415(a)(5), or termination by the parties.

Boxlight (BOXL) filed a Form 3 initial statement of beneficial ownership. The reporting person is Ryan J. Zeek, serving as Chief Financial Officer. As of 10/08/2025, the filing states no securities are beneficially owned by the reporting person. This is an administrative disclosure under Section 16 and does not reflect a transaction or change in the company’s capital.

Boxlight (BOXL) appointed Ryan Zeek as Chief Financial Officer, effective October 8, 2025. His compensation includes a $260,000 annual base salary and eligibility for a quarterly performance-based bonus with a total annualized value of $106,000 for on-target performance. He may also participate in the executive equity incentive plan and standard employee benefits.

The employment agreement allows either party to terminate with 60 days’ notice, or immediately for cause. If terminated without cause, Zeek is eligible for six months of base salary as severance plus any earned but unpaid quarterly bonus, subject to a release. The agreement includes confidentiality obligations and two-year non-compete, non-solicitation, and non-disparagement covenants. The company states there are no disclosable related-party relationships.

Boxlight Corporation reported that Nasdaq has confirmed the company has regained compliance with multiple listing standards, including minimum stockholders’ equity, independent director, and audit committee requirements. Nasdaq noted it will continue to monitor compliance with the equity standard and the company could face delisting if it is not in compliance at its next periodic report.

Boxlight previously outlined steps supporting compliance with the equity rule, including shareholder approval to increase authorized Class A common shares to 25,000,000, a Class A common stock offering that raised $4.0 million in gross proceeds, and warrant exercises providing $1.9 million in gross proceeds. The company also entered an agreement to modify its Series B Preferred Stock terms that it believes permits classification as permanent equity, and holders converted Series C Preferred Stock into common shares. The board determined that director Carine Clark meets the audit committee financial sophistication requirement.