Boxlight Corp SEC Filings

Boxlight Corp (BOXL) warns of multiple material risks tied to liquidity and listing status. The company states it is not in compliance with Nasdaq minimum stockholders' equity and faces possible delisting on October 6, 2025. It cites continuing going-concern risk, existing defaults under its credit facility and a missed recapitalization milestone that required completion between March 21, 2025 and June 16, 2025 which the Company did not meet. Debt includes substantial variable-rate obligations and the company has a history of operating losses and the need to raise additional capital. Other disclosed risks include potential redemption obligations for Series B and Series C preferred stock, reliance on resellers and suppliers, cybersecurity and export-control compliance, global economic and geopolitical uncertainties, and challenges in international growth. The prospectus supplement also discloses securities that may dilute holders: 6,120 RSU shares, 441,000 warrants at $2.13, 210,723 warrants at $19.39, 4,845 stock options (W.A. exercise $56.18) and 444,566 shares issuable on conversion of Series A, B and C preferred stock. Placement agent fees include a cash fee of 7.0% of gross proceeds plus certain expense reimbursements.

Boxlight Corp entered into a Placement Agency Agreement with A.G.P./Alliance Global Partners and a Securities Purchase Agreement with certain purchasers to sell 1,333,333 shares of its Class A common stock in a registered direct offering at a public offering price of $3.00 per share, representing gross proceeds of $4,000,000. The filing also includes related documents such as the placement agency agreement, form of securities purchase agreement, legal opinion and a press release dated September 23, 2025 announcing the pricing.

The company agreed to restrictions on certain filings and statements but may, beginning five days after closing, enter an at-the-market offering facility with the placement agent and file a related prospectus supplement to conduct ATM sales. Exhibits include legal opinions and consents from Kilpatrick Townsend & Stockton LLP and the pricing press release.

HIC 2, LLC reports it beneficially owns 115,000 shares of Boxlight Corp Class A common stock, representing approximately 4.3% of the class, with sole voting and dispositive power. The reporting person says the position was funded with personal capital and that it previously sought to engage with Boxlight's management on corporate governance matters.

The reporting person has determined to divest its entire position: it has sold or intends to sell the reported shares and plans to exercise remaining warrants to acquire additional Class A shares, which it also intends to sell promptly after exercise. Other than these sales and warrant exercises, no additional plans or proposals regarding the issuer are disclosed.

Carine S. Clark submitted an initial Form 3 reporting her relationship with Boxlight Corp (BOXL) as a Director. The report notes the event date of 08/09/2025 and states that no securities are beneficially owned by the reporting person. The form is an initial disclosure under Section 16 and confirms there are no listed non-derivative or derivative holdings to report.

Boxlight Corporation reported weakening operating results for the quarter ended June 30, 2025 with net revenue of $30.9 million, down from $38.5 million a year earlier, and six-month revenue of $53.3 million versus $75.6 million in the prior year period. Gross profit narrowed and the company recorded a net loss of $4.7 million for the quarter and $8.0 million for the six months, with basic and diluted loss per Class A share of $(1.53) for the quarter and $(2.95) for the six months.

Liquidity and capital structure challenges are central: cash was $7.6 million and short-term debt (Term Loan) was $39.0 million as of June 30, 2025 with the Term Loan maturing on December 31, 2025. The company disclosed repeated covenant non-compliance that was waived through amendments and a bridge loan of $2.5 million due August 31, 2025, and later a forbearance and ninth amendment that adjusted payment timing. Management states these factors raise substantial doubt about the company’s ability to continue as a going concern within one year. The company completed a February 2025 private placement raising approximately $2.8 million, effected a 1-for-5 reverse split in February 2025, and shareholders approved increasing authorized Class A shares to 25 million in August 2025.