What the changes say
- Boxlight faces severe going concern doubts, lender covenant breaches, and declining revenues dropping 19.6% to $109.2 million.
- The company struggles with Nasdaq minimum equity compliance and relies heavily on debt waivers and capital raises.
What changed since the prior 10-K
New
- NewRisks Related to Our Business, Operations, and Financial Condition
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
Historical operating losses and liquidity constraints raise substantial doubt about our ability to continue as a going concern.
- NewRisks Related to Our Class A Common Stock
While the Company has resolved prior instances of Nasdaq listing noncompliance, and the Company believes, as of the date hereof, that it is in compliance with Nasdaq’s listing standards, the Company’s history of noncompliance could suggest that further incidents of noncompliance could occur in the future
Prior Nasdaq listing noncompliance creates a risk of future delisting, which would impair stock liquidity and capital raising.
Dropped
- DroppedRisks Related to Our Business, Operations and Financial Condition
If the holders of our Series B Preferred Stock or Series C Preferred Stock were to redeem their shares, we may not be able to pay the redemption price
- DroppedRisks Related to Our Business, Operations and Financial Condition
Our failure to be able to timely satisfy any redemption of the Series B Preferred Stock, and other follow-on consequences of such failure, could materially negative affect us, including jeopardizing our ability to continue as a going concern
- DroppedRisks Related to Our Business, Operations and Financial Condition
In order to continue to operate our business, we expect to need to raise additional capital, whether to refinance our outstanding indebtedness, satisfy redemption demands by the holders of our Series B or C Preferred Stock or to fund working capital needs
- DroppedRisks Related to Our Business, Operations and Financial Condition
Our customers’ experience with our products will be directly affected by the availability and quality of our customers’ Internet access. We are unable to control broadband penetration rates, and, to the extent that broadband growth in emerging markets slows, our growth in international markets could be hindered
Redemption price payment risks for Series B and Series C Preferred Stock.
- DroppedRisks Related to our Foreign Operations
Sales outside the US represented 55% of our revenues for the year ended December 31, 2024. We have committed, and may continue to commit, significant resources to our international operations and sales and marketing activities
Failure to timely satisfy preferred stock redemptions jeopardizing going concern.
Reworded
- 100% rewrittenRisks Related to our Foreign Operations
We are subject to risks inherently related to our foreign operations
Updated foreign sales percentage from 55 percent to 50 percent of revenues for the year ended December 31, 2025.
- 98% rewrittenRisks Related to Our Business, Operations, and Financial Condition
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
Updated Credit Agreement debt to $32.2 million, noted 2024-2025 covenant breaches, and compliance as of December 31, 2025.
- 97% rewrittenRisks Related to Our Class A Common Stock
We may not be able to maintain a listing of our Class A common stock on Nasdaq
Disclosed receiving a Nasdaq deficiency letter for failing the $2.5 million stockholders equity requirement, which was later remedied.
- 94% rewrittenRisks Related to Our Business, Operations, and Financial Condition
The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations, or prospects
Added factors limiting capital raising ability including preferred stock, warrants, and charter share limits.
- 46% rewrittenRisks Related to Our Business, Operations, and Financial Condition
We have incurred net losses, our revenues have been declining, and our future profitability is not certain
Updated net losses to $25.1 million for 2025 and revenues declining 19.6% to $109.2 million.
- 44% rewrittenRisks Related to Our Class A Common Stock
Future sales of our Class A common stock could adversely affect our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in our securities and may adversely affect the market price of our Class A common stock
Updated private placement figures from February 19, 2025, to reflect lower share and warrant totals.
- 42% rewrittenRisks Related to Our Business, Operations, and Financial Condition
Unfavorable global economic or political conditions, including the ongoing and widespread conflicts, may adversely affect our business, financial condition, or results of operations
Retained macro economic risk disclosures with no substantive textual updates.
Was: Unfavorable global economic or political conditions, including the ongoing conflicts between Russia and Ukraine, and Israel and Hamas may adversely affect our business, financial condition, or results of operations
- 35% rewrittenRisks Related to Our Business, Operations, and Financial Condition
We face significant challenges growing our sales in foreign markets
Retained foreign software and content customization risk disclosures with no substantive textual updates.
- 25% rewrittenRisks Related to Our Business, Operations, and Financial Condition
We generate a substantial portion of our revenue from the sale of our display products, and any significant reduction in sales of these products would materially harm our business
- 22% rewrittenRisks Related to Our Class A Common Stock
Certain provisions of our outstanding warrants could discourage an acquisition of us by a third party
All 49 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business, Operations, and Financial Condition
- 01We 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 concern98% rewritten
- 02These 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 statementsNew
- 03We have a substantial amount of indebtedness bearing interest at a variable rate, which may adversely affect our cash flow and our ability to operate our business
- 04The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations, or prospects94% rewritten
- 05We have incurred net losses, our revenues have been declining, and our future profitability is not certain46% rewritten
- 06Unfavorable global economic or political conditions, including the ongoing and widespread conflicts, may adversely affect our business, financial condition, or results of operations 42% rewritten
- 07War, terrorism, other acts of violence, natural disasters, changing weather conditions, changing circumstances related to potential effects of future epidemics, pandemics, or other health crises, are unpredictable and could adversely affect our business operations and the market for our products
- 08We generate a substantial portion of our revenue from the sale of our display products, and any significant reduction in sales of these products would materially harm our business25% rewritten
- 09Changes in U.S. administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreements, and any resulting changes in international trade relations, such as trade wars, may have a material adverse impact on our business, results of operations, or financial condition
- 10Our business is subject to seasonal fluctuations, which may cause our operating results to fluctuate from quarter-to-quarter and adversely affect our working capital and liquidity throughout the year
- 11Our working capital requirements and cash flows are subject to fluctuation, which could have an adverse effect on our financial condition
- 12We operate in a highly competitive industry
- 13If we are unable to continually enhance our products and to develop, introduce, and sell new technologies and products at competitive prices and in a timely manner, our business will be harmed
- 14We may not be successful in our strategy to increase sales in the business and government markets
- 15As a result of market saturation, our future sales of interactive displays in developed markets may slow or decrease
- 16We face significant challenges growing our sales in foreign markets35% rewritten
- 17Our suppliers may not always be able to supply components or products to us on a timely basis and on favorable terms, and as a result, our dependency on third-party suppliers has adversely affected our revenue and may continue to do so
- 18We rely on highly skilled personnel, and if we are unable to attract, retain, or motivate qualified personnel, we may not be able to operate our business effectively
- 19If any of our employees leaves us, and we fail to effectively manage a transition to new personnel, or if we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, financial condition, and results of operations could be adversely affected
- 20We may have difficulty in entering into and maintaining strategic alliances with third parties
- 21We may be unable to successfully complete or manage strategic restructuring to our brand
- 22We use resellers and distributors to promote and sell our products
- 23If our electronic data is compromised, our business could be significantly harmed
- 24A failure to keep pace with developments in technology could impair our operations or competitive position
- 25An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or reputation
Risks Related to Our Industry and Regulations
- 26Decreases in, or stagnation of, spending or changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers, or government agencies may have a material adverse effect on our revenue
- 27If our products fail to comply with consumer product or environmental laws, it could materially affect our financial performance
Risks Related to our Foreign Operations
- 28We are subject to risks inherently related to our foreign operations100% rewritten
- 29We must comply with the Foreign Corrupt Practices Act
- 30If we are unable to ship and transport components and final products efficiently and economically across long distances and borders, our business would be harmed
- 31If our procedures to ensure compliance with export control laws are ineffective, our business could be harmed
- 32We will be exposed to fluctuations in foreign currencies that may materially adversely affect our results of operations
- 33Unstable market and economic conditions may have serious adverse consequences on our business, financial condition, and results of operations
Risks Related to Our Intellectual Property and Technology
- 34Defects in our products can be difficult to detect before shipment. If defects occur, they could have a material adverse effect on our business
- 35Our products are highly complex and sophisticated and, from time to time, have contained and may continue to contain design defects or software “bugs” or failures that are difficult to detect and correct in advance of shipping
- 36We may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business
- 37Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property of others
- 38If we are unable to anticipate consumer preferences and successfully develop attractive products, we might not be able to maintain or increase our revenue or achieve profitability
- 39We may be unable to keep pace with changes in technology as our business and market strategy evolves
Risks Related to Our Class A Common Stock
- 40We may not be able to maintain a listing of our Class A common stock on Nasdaq97% rewritten
- 41While the Company has resolved prior instances of Nasdaq listing noncompliance, and the Company believes, as of the date hereof, that it is in compliance with Nasdaq’s listing standards, the Company’s history of noncompliance could suggest that further incidents of noncompliance could occur in the futureNew
- 42Future sales of our Class A common stock could adversely affect our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in our securities and may adversely affect the market price of our Class A common stock44% rewritten
- 43The market price of our Class A common stock may continue to be volatile, which could cause the value of our common stock to fluctuate and possibly decline significantly
- 44Our Articles of Incorporation, Bylaws, and Nevada law may have anti-takeover effects
- 45Certain provisions of our outstanding warrants could discourage an acquisition of us by a third party 22% rewritten
- 46We have no intention of declaring dividends in the foreseeable future
- 47If securities or industry analysts do not publish research or reports about us, or if they adversely change their recommendations regarding our Class A common stock, then our stock price and trading volume could decline
- 48We may be exposed to risks relating to evaluations of controls required by the Sarbanes-Oxley Act of 2002
- 49If we fail to develop, implement, and maintain an effective system of internal control over financial reporting, the accuracy and timing of our financial reporting in future periods may be adversely affected
Other Boxlight 10-Ks
- FY2024 10-K risk factors52 risks
Boxlight faces going concern doubts driven by $37.6 million in debt defaults and preferred stock redemption liabilities.
Filed Mar 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.