BOXL

MKT CAP $1.8MP/E —DIV YIELD —FCF YIELD -277.28%REV TTM $104.3M −8.1%NET INCOME −$21.9MNET DEBT $29.8M52W 2.69 – 60.48SEC XBRL · TTM TO Invalid Date

How BOXL rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Summary Risk Factors Some of the factors that could materially and adversely affect our business, financial condition, results of operations, and cash flows include, but are not limited to, the following: • our ability to continue to operate as a going concern; • our ability to maintain a listing of our Class A common stock on the Nasdaq Capital Market; • our ability to comply with certain covenants, minimum EBITDA and borrowing base requirements under our existing credit agreement, or in the alternative, to continue to obtain forbearances or waivers from the lender thereunder; • our indebtedness, a substantial amount of which is bearing interest at a variable rate; T able of Cont ents • our history of operating losses; • our ability to raise additional capital; • changes in the sales of our display products; • changes 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; • changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers, or government agencies; • seasonal fluctuations in our business; • changes in our working capital requirements and cash flow fluctuations; • competition in our industry; • our ability to enhance our products and to develop, introduce, and sell new technologies and products at competitive prices and in a timely manner; • our reliance on resellers and distributors to promote and sell our products; • the success of our strategy to increase sales in the business and government market; • changes in market saturation for our products; • challenges growing our sales in foreign markets; • our dependency on third-party suppliers; • our reliance on highly skilled personnel; • our ability to enter into and maintain strategic alliances with third parties; • our inability to successfully complete or manage strategic restructuring; • unfavorable global economic or political conditions, including the ongoing conflict between Russia and Ukraine, and Israel and Hamas, and broader instability in the Middle East, which may disrupt global freight routes and supply chains; • war, terrorism, other acts of violence, or potential effects of future pandemics; • a breach in security of our electronic data or our information technology systems, including any cybersecurity attack; • our ability to keep pace with developments in technology; • consumer product and environmental laws; • risks inherently related to our foreign operations; • our compliance with the Foreign Corrupt Practices Act; • income taxation for our worldwide operations; • our ability to ship and transport components and final products efficiently and economically across long distances and borders; T able of Cont ents • compliance with export control laws; • fluctuations in foreign currencies; • unstable market and economic conditions and potential disruptions in the credit markets; • defects in our products and detection thereof; • patents or other intellectual property rights necessary to protect our proprietary technology and business; • assertions against us relating to intellectual property rights; • our inability to predict or anticipate the duration or adapt to the long-term economic and business consequences of a global pandemic; • our inability to predict or adapt to the unstable market and economic conditions of the global economy; • our ability to continue to attract and retain customers; • our ability to sell additional products and services to customers; • our ability to raise funds in a timely fashion and successfully manage cash flow needs and financing plans; • our ability to anticipate consumer preferences and successfully develop attractive products; and • our ability to develop, implement, and maintain an effective system of internal control over financial reporting.
As of December 31, 2025, we owed approximately $32.2 million to the lender under our Credit Agreement.
During 2024 and 2025, we did not comply with certain financial covenants, minimum liquidity requirements, and borrowing base requirements under the Credit Agreement.
Although we have obtained waivers and amendments from the lender with respect to these instances of noncompliance, there can be no assurance that we will be able to maintain compliance with the Credit Agreement in the future or that additional waivers or amendments will be available on acceptable terms or at all.
We were in compliance with the borrowing base requirements under the Credit Agreement for the period ended December 31, 2025.
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.
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.
Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows from operations, obtain additional waivers or other relief under the Credit Agreement for any future covenant or borrowing base noncompliance, or refinance our indebtedness with the existing lender or a new lender.
If the lender were to refuse to grant future waivers or declare an event of default, the lender could accelerate the maturity of our obligations under the Credit Agreement.
In the event of an acceleration, we would be required to refinance our indebtedness or obtain additional capital, which we may not be able to do on acceptable terms, on a timely basis, or at all.
Our ability to refinance existing debt or raise additional capital is dependent on market conditions and other factors beyond our control.
T able of Cont ents If we were required to pursue refinancing or capital raising in response to an imminent or declared default, we could be forced to do so on an expedited basis, which could further limit available options and adversely affect the terms of any such transaction.
If we are unable to successfully execute one or more of the foregoing plans, our business, financial condition, and results of operations could be materially adversely affected, and we may be required to significantly curtail or cease operations.
As of December 31, 2025, we have approximately $32 million of indebtedness outstanding, all of which is secured.
In order to continue to operate our business, we expect to need to raise additional capital, whether to refinance our outstanding indebtedness or to fund working capital needs.
T able of Cont ents Our ability to raise additional capital is based upon equity and credit markets and economic forces that are outside of our control.
Because of doubts about our ability to continue as a going concern, our substantial indebtedness, there can be no assurance that we will be successful in refinancing our debt or raising additional capit al, whether on acceptable terms, 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 on our indebtedness, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital.
The warrant was originally exercisable for 8,514 shares of Class A common stock at $480.00 per share.
Pursuant to the terms of the warrant, based on the Class A common stock price on March 31, 2022, the exercise price per share and shares issuable under the warrant were adjusted to $285.60 and 14,309, respectively.
Furthermore, under the terms of the warrant, certain subsequent equity issuances at a price per share less than then-effective exercise price per share under the warrant trigger additional adjustments of the exercise price and shares subject to exercise.
Pursuant to such adjustments features, an equity issuance in 2022 caused the exercise price per share and shares issuable under the warrant to adjust to $264.00 and 15,480, respectively.
Following our equity issuance in February 2025, the exercise price per share and shares issuable under the warrant were adjusted to $116.34 and 35,121, respectively.
In September 2025, we entered into a Securities Purchase Agreement with certain institutional accredited investors, and the exercise price per share and shares issuable under the warrant were adjusted to $90.66 and 45,077 shares, respectively.
In October 2025, all outstanding shares of the Series B and Series C convertible preferred stock were converted into shares of the Class A common stock.
The exercise price per share was adjusted to $87.48 per share, and the number of shares issuable upon exercise increased to 46,704 shares.
Future equity issuances at a price per share less than $116.34 that are not exempt from the adjustment feature would trigger further adjustments.
In addition, following a private placement offering in February 2025, which included the issuance of 1,323,000 common warrant shares, the number of authorized but unissued shares of Class A common stock remaining under our articles of incorporation would not be sufficient to issue shares should all of the common warrants be exercised.
On February 20, 2025, the Company filed with the Secretary of State of the State of Nevada amendments to increase the number of authorized shares of Class A common stock to at least 25,000,000 shares.
In an effort to maintain the listing of the Company’s Class A common stock on the Nasdaq Capital Market, during 2025, the Company effected two reverse stock splits of its Class A common stock.
On February 14, 2025, the Company effected a 1-for-5 reverse stock split of its authorized, issued and outstanding shares of Class A common stock.
Subsequently, on December 22, 2025, the Company effected an additional 1-for-6 reverse stock split of its issued and outstanding shares of Class A common stock pursuant to a Certificate of Change filed with the Secretary of State of the State of Nevada on December 16, 2025.
As a result of these reverse stock splits and the resulting reduction in the number of authorized but unissued shares of Class A common stock, the Company’s ability to raise additional capital through the issuance of Class A common stock or securities convertible into or exercisable for Class A common stock has been significantly constrained.
For the fiscal years ended December 31, 2025 and 2024, we incurred net losses attributable to common stockholders of $25.1 million and $29.6 million, respectively.
Our total revenues declined 19.6% from $135.9 million for the fiscal year ended December 31, 2024 to $109.2 million for the fiscal year ended December 31, 2025.
T able of Cont ents Unfavorable global economic or political conditions, including the ongoing and widespread conflicts, may adversely affect our business, financial condition, or results of operations .
The U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflicts across multiple regions.
In addition, the risk of cybersecurity incidents has increased in connection with the ongoing war, driven by justifications such as retaliation for the sanctions imposed in conjunction with the war, or in response to certain companies’ continued operations in certain regions.
While we have taken actions to mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war or cyberattacks against U.S. companies in retaliation for U.S. sanctions against certain regions or U.S. support of certain regions could also adversely affect our operations.
We insure ourselves against many types of risks; however, while this insurance may mitigate certain of the risks associated with general market disruptions, including the risk related to the banking system and the ongoing war across the globe, our level of insurance may not cover all losses we could incur.

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Gone since FY2024

Summary Risk Factors Some of the factors that could materially and adversely affect our business, financial condition, results of operations and cash flows include, but are not limited to, the following: • our ability to continue to operate as a going concern; • our ability to maintain a listing of our Class A common stock on Nasdaq Capital Market; • 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; • 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; • our indebtedness, a substantial amount of which is bearing interest at a variable rate; • our history of operating losses; • our ability to raise additional capital; • changes in the sales of our display products; • changes 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; • changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies; • seasonal fluctuations in our business; • changes in our working capital requirements and cash flow fluctuations; • competition in our industry; • our ability to enhance our products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner; • our reliance on resellers and distributors to promote and sell our products; • the success of our strategy to increase sales in the business and government market; • changes in market saturation for our products; • challenges growing our sales in foreign markets; • our dependency on third-party suppliers; • our reliance on highly skilled personnel; • our ability to enter into and maintain strategic alliances with third parties; • our inability to successfully complete or manage strategic restructuring; • unfavorable global economic or political conditions, including the ongoing conflict between Russia and Ukraine, and Israel and Hamas; • war, terrorism, other acts of violence, or potential effects of future pandemics; • a breach in security of our electronic data or our information technology systems, including any cybersecurity attack; • our ability to keep pace with developments in technology; • consumer product and environmental laws; • risks inherently related to our foreign operations; • our compliance with the Foreign Corrupt Practices Act; • income taxation for our worldwide operations; • our ability to ship and transport components and final products efficiently and economically across long distances and borders; • compliance with export control laws; • fluctuations in foreign currencies; • unstable market and economic conditions and potential disruptions in the credit markets; • defects in our products and detection thereof; • patents or other intellectual property rights necessary to protect our proprietary technology and business; • assertions against us relating to intellectual property rights; • our inability to predict or anticipate the duration or adapt to the long-term economic and business consequences of a global pandemic; • our inability to predict or adapt to the unstable market and economic conditions of the global economy; • our ability to continue to attract and retain customers; • our ability to sell additional products and services to customers; • our ability to raise funds in a timely fashion and successfully manage cash flow needs and financing plans; • our ability to anticipate consumer preferences and successfully develop attractive products; and • our ability to develop, implement and maintain an effective system of internal control over financial reporting.
As of December 31, 2024, we owed $37.6 million to the Lender under our Credit Agreement.
As previously discussed, we have been unable to comply with certain covenants under our Credit Agreement with the Lender.
Although, to date, we have been successful in obtaining waivers with respect to these matters and avoid defaults under the agreement, there can be no assurance that the lender will not declare an event of default and accelerate all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future.
Most recently, we were not in compliance with (i) the Senior Leverage Ratio financial covenant under the Credit Agreement at December 31, 2024, and believe we will not be in compliance with this covenant at March 31, 2025 and (ii) our borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2024 and February 28, 2025.
Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past 15 months, our current forecast projects that we may not be able to maintain compliance with this ratio.
These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
As of December 31, 2024, we have approximately $38 million of indebtedness outstanding, all of which is secured.
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.
On September 25, 2020, we issued 1,586,620 shares of Series B Preferred Stock and 1,320,850 shares of Series C Preferred Stock.
To the extent not previously converted into our Class A common stock, the outstanding shares of Series B Preferred Stock and Series C Preferred Stock were redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 and January 1, 2026 respectively, upon 30 days prior written notice from the holders, for a redemption price, payable in cash, of $10.00 per share being redeemed plus all accrued and unpaid dividends on such redeemed shares.
If all unconverted shares of Series B Preferred Stock were redeemed on December 31, 2024, the total amount payable by us would be $15.9 million.
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 its Series B Preferred Stock (the “Series B Amendment”) and (ii) an Amendment to the Certificate of Designation of its 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.
If the holders of Series B Preferred Stock were to give notice of redemption, there is no guarantee that we would be able to satisfy the redemption price.
Assuming it were unable to, we might have to seek additional capital (including through the incurrence of additional indebtedness, issuance of securities or sale of assets outside the ordinary course).
There is no guarantee that we would be able to obtain such additional capital on acceptable terms, or at all.
Moreover, redemption of the Series B Preferred Stock might cause a default under the Credit Agreement, and efforts to satisfy it might be effectively prohibited by covenants under the Credit Agreement.
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.
As noted above, our Series C Preferred Stock is subject to redemption by the holder starting January 1, 2026, so it is possible the risk of a non-payable redemption price could increase in the future.
If all unconverted shares of Series C Preferred Stock were redeemed on December 31, 2024, the total amount payable by us would be $13.2 million.
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.
Our ability to raise additional capital is based upon equity and credit markets and economic forces that are outside of our control.
Because of doubts about our ability to continue as a going concern, our substantial indebtedness and our potential redemption obligations to holders of preferred stock, there can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, 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 on our indebtedness or to satisfy preferred stock redemption demands, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital.
The warrant was originally exercisable for 51,083 shares of Class A common stock at $80.00 per share.
Pursuant to the terms of the warrant, based on the Class A common stock price on March 31, 2022, the exercise price per share and shares issuable under the warrant adjusted to $47.60 and 85,853, respectively.
Furthermore, under the terms of the warrant, certain subsequent equity issuances at a price per share less than then-effective exercise price per share under the warrant triggers additional adjustments of the exercise price and shares subject to exercise.
Pursuant to such adjustments features, an equity issuance in 2022 caused the exercise price per share and shares issuable under the warrant to adjust to $44.00 and 92,877, respectively.
Following the Company's equity issuance in February 2025, the exercise price per share and shares issuable under the warrant adjusted to $19.39 and 210,723, respectively.
Future equity issuances at a price per share less than $19.39 that are not exempt from the adjustment feature would trigger further adjustments.
In addition, following a private placement offering in February 2025, which included the issuance of 1,323,000 common warrant shares, our number of authorized but unissued shares of Class A common stock remaining under our articles of incorporation would not be sufficient to issue shares should all of the common warrants be exercised.
The Company intends to request shareholder approval to increase the number of Class A common shares authorized in 2025; however, there can be no certainty that shareholder approval will be obtained.
In an effort to maintain our Class A common stock's listing with Nasdaq, on February 14, 2025, we conducted a reverse stock split at a ratio of 1-for-5 that also split the authorized but unissued shares, which further exacerbated problems caused by our limited share availability.
Furthermore, while we currently intend to seek approval for an amendment to our articles of incorporation at our 2025 annual meeting of stockholders to increase the number of authorized shares of our Class A common stock, we may not be successful in obtaining the approval of the Company’s stockholders to increase that amount.
Consequently, the Company may be limited in its ability to raise additional capital through sales of Class A common stock or securities convertible or exercisable into Class A common stock.
For the fiscal years ended December 31, 2024 and 2023, we incurred net losses attributable to common stockholders of $29.6 million and $40.4 million, respectively.
Our total revenues declined 23.1% from $176.7 million for the fiscal year ended December 31, 2023 to $135.9 million for the fiscal year ended December 31, 2024.
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 .

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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