DEBT |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DEBT | DEBT The following is a summary of the Company’s debt as of March 31, 2026 and December 31, 2025 (in thousands):
Interest expense, net was $1.3 million and $2.5 million for the three months ended March 31, 2026 and March 31, 2025, respectively. Debt - Third Parties: Whitehawk Finance LLC On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $2.5 million working capital bridge loan and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025. In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025, and February 2025. The Company is required to pay a fee equal to 6% of the working capital bridge loan under the Eighth Amendment. The bridge loan, including the related fee, is due and payable in full on August 31, 2025, and is not subject to prepayment penalties. On August 13, 2025, the Company entered into a forbearance agreement and ninth amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Ninth Amendment”) to waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Ninth Amendment) for the period ended June 30, 2025, (2) the Borrowing Base defaults described in the Ninth Amendment for the months ended April 30, 2024, May 31, 2025, June 30, 2025, and July 31, 2025, and (3) the failure to comply with the Recapitalization Requirement. Pursuant to the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $0.7 million to $1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 2025. On December 2, 2025, the Company entered into the tenth amendment to Credit Agreement with the Collateral Agent and Lender (the “Tenth Amendment”). The Tenth Amendment does not modify that maturity date. Pursuant to the Tenth Amendment, the Lenders agreed to waive certain “Specified Events of Default” that had occurred or were anticipated to occur under the Credit Agreement. These Specified Events of Default included: •Failure to maintain the required Senior Leverage Ratio of 1.75:1.00 for the period ended September 30, 2025; and •Borrowing base non-compliance for the months ending July 31 through November 30, 2025. •The Lenders waived the right to receive the post-default interest rate with respect to these Specified Events of Default through December 31, 2025, provided the Company complies with the terms of the Tenth Amendment. Although the Company obtained waivers with respect to the foregoing past instances of Credit Agreement noncompliance, in view of the Company’s history of noncompliance and its current situation, there can be no guarantee that the Company will not breach provisions of the Credit Agreement in the future, which could lead to declared events of default, acceleration of obligations and other material negative consequences. The Tenth Amendment required the company to pay a voluntary prepayment of the loans in the amount of not less than $3.0 million, for which no prepayment premium is required. From December 2 through December 31, 2025, the “Applicable Margin” is set at 6.50% for Secured Overnight Financing Rate (SOFR) loans and 5.50% for reference rate loans. The definition of “Floor” was amended to 4.25% per annum, and the “Reference Rate” was amended to 5.25% per annum. Additionally, the borrowing base allowance for the value of the Company’s intellectual property was reduced from a maximum of $11.2 million to $8.0 million. Also set forth in the Tenth Amendment, 100% of net cash proceeds from any equity issuances be applied first to reduce any existing indebtedness in excess of the Borrowing Base, with the remainder applied to prepay the loans. On December 18, 2025, the Company entered into the Eleventh Amendment to Credit Agreement with the Collateral Agent and Lender (the “Eleventh Amendment”). Pursuant to the Eleventh Amendment, the Lender agreed to extend the final maturity date of the loans under the Credit Agreement from December 31, 2025 to April 1, 2027. Mandatory quarterly amortization payments on the initial term loan are suspended for the period commencing on the Eleventh Amendment’s effective date through, and including, June 30, 2026, with the first amortization payment thereafter due on September 30, 2026. The “Applicable Margin” is set at 6.50% for Secured Overnight Financing Rate (SOFR) loans and 5.50% for reference rate loans, the same as in the Tenth Amendment. Additionally, the definition of the “Reference Rate” was amended to 5.50% per annum from the previous 5.25% per annum. In conjunction with obtaining the waiver, the Company was also required to comply with the following covenants: •The Company must maintain qualified cash at all times of at least (i) $1.0 million from and after January 1, 2025 until the Eleventh Amendment, and (ii) $1.5 million from and after the Eleventh Amendment effective date. •Pursuant to the amendment, the financial covenant requiring compliance with the Senior Leverage Ratio was removed and the Company is subject to a Minimum Consolidated Adjusted EBITDA covenant commencing with the period ending March 31, 2026 (set at $1.9 million for such period), and varying thereafter as set forth in the Eleventh Amendment. •Certain covenants related to business, management, and governance oversight were added. In addition, the Eleventh Amendment modifies the mandatory prepayment provisions regarding net cash proceeds from equity offerings and certain permitted additional indebtedness, requiring 50% (or 100% if an event of default exists) of such proceeds to be applied to prepay Credit Agreement loans, provided that the loan parties may retain up to $5.0 million of such proceeds for working capital and general corporate purposes. The Eleventh Amendment permits Credit Agreement indebtedness in excess of maximum amounts in an aggregate amount not to exceed for the months ending December 31, 2025, $4.0 million; January 31, 2026, $4.5 million; February 28, 2026, $5.5 million and from and after March 31, 2026 (and each month thereafter), $4.0 million. Covenant Compliance and Liquidity Considerations The Company’s Credit Agreement, as amended to date, requires compliance with certain covenants, which include provisions regarding over advance limitations based upon a borrowing base, a minimum consolidated adjusted EBITDA covenant, a minimum liquidity requirement, and previously a Senior Leverage Ratio. The Company was not in compliance with the Senior Leverage Ratio covenant at December 31, 2024, and was not in compliance with the borrowing base covenant for the months ended December 31, 2024, January 31, 2025, and February 28, 2025. On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $2.5 million working capital bridge loan in March 2025 and (ii) waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Eighth Amendment) for the periods ended December 31, 2024 and March 31, 2025 and (2) the Borrowing Base defaults described in the Eighth Amendment for the months ended December 31, 2024, January 31, 2025 and February 28, 2025. In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025, and February 2025. The Company is required to pay a fee equal to 6% of the working capital bridge loan under the Eighth Amendment. The bridge loan, including the related fee, was due and payable in full on August 31, 2025. In conjunction with obtaining the Eighth Amendment, the Company also was required to comply with the following covenants: •Initiate recapitalization efforts and/or other financing arrangements with target completion milestones starting on March 21, 2025 through an expected completion of the recapitalization and/or repayment of the debt by June 16, 2025 (the “Recapitalization Requirement”). Not meeting these dates was an event of default under the credit facility. The Company did not meet this requirement. •Provide budgets to the Lender with variances in excess of specified thresholds resulting in an event of default at the discretion of the Lender. The Company is also required to meet with a financial advisor, as designated by the Lender, if requested. The Company’s noncompliance with its financial covenant related to the borrowing base under the Credit Agreement at March 31, 2025 was cured by the payment of approximately $1.3 million under the Credit Agreement in April and May 2025. The Company applied these payments to the bridge loan and related fee. In addition, the Eighth Amendment prohibits the Company from paying dividends or distributions to the Preferred Stockholders and reduces the borrowing base calculations by reducing the value assigned to its intellectual property to $11.2 million. On August 13, 2025, the Company entered into a forbearance agreement and ninth amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Ninth Amendment”) to waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Ninth Amendment) for the period ended June 30, 2025, (2) the Borrowing Base defaults described in the Ninth Amendment for the months ended April 30, 2024, May 31, 2025, June 30, 2025, and July 31, 2025, and (3) the failure to comply with the Recapitalization Requirement. Pursuant to the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $0.7 million to $1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 2025. The Company was not in compliance with the Senior Leverage Ratio covenant as of September 30, 2025 and was not in compliance with the borrowing base covenant for the months ended August 31, 2025 through November 30, 2025. On December 2, 2025, the Company entered into the tenth amendment to Credit Agreement with the Collateral Agent and Lender (the “Tenth Amendment”). The Tenth Amendment does not modify that maturity date. Pursuant to the Tenth Amendment, the Lenders agreed to waive certain “Specified Events of Default” that had occurred or were anticipated to occur under the Credit Agreement. These Specified Events of Default included: •Failure to maintain the required Senior Leverage Ratio of 1.75:1.00 for the period ended September 30, 2025; and •Borrowing base non-compliance for the months ending July 31 through November 30, 2025. •The Lenders waived the right to receive the post-default interest rate with respect to these Specified Events of Default through December 31, 2025, provided the Company complies with the terms of the Tenth Amendment. Although the Company obtained waivers with respect to the foregoing past instances of Credit Agreement noncompliance, in view of the Company’s history of noncompliance and its current situation, there can be no guarantee that the Company will not breach provisions of the Credit Agreement in the future, which could lead to declared events of default, acceleration of obligations, and other material negative consequences. On December 18, 2025, the Company entered into a forbearance agreement and eleventh amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Eleventh Amendment”). The Eleventh Amendment extended the final maturity date of the loans from December 31, 2025 to April 1, 2027, and suspended mandatory quarterly amortization payments on the initial term loan through June 30, 2026, with the first payment thereafter due September 30, 2026. The Applicable Margin remains at 6.50% for SOFR loans and 5.50% for reference rate loans, and the Reference Rate was amended to 5.50% per annum from the prior 5.25% per annum. In conjunction with the Eleventh Amendment, the Senior Leverage Ratio covenant was replaced with a Minimum Consolidated Adjusted EBITDA covenant commencing with the period ending March 31, 2026 (set at $1.9 million), the Company is required to maintain a minimum qualified cash of $1.5 million, and certain business, management, and governance covenants were added. The Eleventh Amendment also requires that 50% (or 100% if an event of default exists) of net cash proceeds from equity offerings and certain permitted additional indebtedness be applied to prepay Credit Agreement loans, with the loan parties permitted to retain up to $5.0 million for working capital and general corporate purposes, and permits borrowing base indebtedness in excess of maximum amounts not to exceed $4.0 million at December 31, 2025, $4.5 million at January 31, 2026, $5.5 million at February 28, 2026, and $4.0 million from and after March 31, 2026. The Company was in compliance with the borrowing base covenant and the minimum qualified cash balance requirement under the Credit Agreement for the period ended December 31, 2025. Pursuant to the Eleventh Amendment, the Senior Leverage Ratio covenant was replaced with a minimum consolidated adjusted EBITDA covenant commencing with the period ending March 31, 2026. Pursuant to the March 2026 Forbearance Agreement, the Lenders waived the underlying borrowing base defaults for January and February 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. As such, the debt outstanding from Boxlight to Whitehawk is classified as Long-Term debt in the financial periods ended March 31, 2026 and December 31, 2025. Although the Company has obtained waivers and amendments with respect to each of the foregoing instances of non-compliance, there can be no guarantee that the Company will not breach provisions of the Credit Agreement in the future. Any such breach could result in declared events of default, acceleration of obligations, and other material adverse consequences to the Company. Issuance Cost and Warrants In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 2,201 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to its existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 8,514 shares of Class A common stock (subject to increase to the extent that 3% of any Series B and Series C convertible Preferred Stock converted into Class A common stock), exercisable at $480.00 per share (the “Warrant”), which Warrant was subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to September 30, 2022, in the event the Company’s stock is then trading below $480.00 per share, (iii) a 3% fee of $1,800,000, and (iv) a $500,000 original issue discount. In addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant. The Company also incurred agency fees, legal fees, and other costs in connection with the execution of the Credit Agreement totaling approximately $1.7 million. Under the terms of the warrant issued to Whitehawk on December 31, 2021, the exercise price of the warrants would reprice if the stock price on March 31, 2022 was less than the original exercise price, at which time the number of warrants would also be increased proportionately, so that after such adjustment the aggregate exercise price payable for the increased number of warrant shares would be the same as the aggregate exercise price previously in effect. The warrants repriced on March 31, 2022 to $285.60 per share and the shares increased to 14,309. On July 22, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited institutional investor. According to the terms of the Credit Agreement, as amended, the Purchase Agreement triggered a reduction of the exercise price of the warrants and a revaluation of the derivative liability. The Whitehawk warrants were repriced to $264.00, and shares increased to 15,480. On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors (the “2025 Investors”). According to the terms of the Credit Agreement, as amended, the Purchase Agreement triggered a reduction of the exercise price of the warrants and a revaluation of the derivative liability. The Whitehawk warrants were repriced to $116.34, and shares increased to 35,121. On September 23, 2025, the Company entered into a Securities Purchase Agreement with certain institutional accredited investors. The Whitehawk warrants were repriced to $90.66 per share, and the number of shares issuable upon exercise increased to 45,077 shares.
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