Boxlight Corp 8-K

What Happened Boxlight Corporation announced an Eleventh Amendment to its Credit Agreement with Whitehawk Finance LLC and Whitehawk Capital Partners LP that, if conditions are satisfied (expected by Jan 31, 2026), will extend the loan maturity from Dec 31, 2025 to Apr 1, 2027 and modifies several loan terms. The company is currently indebted to the lender for approximately $32.2 million. Separately, Boxlight’s Board initiated a planned leadership transition: CEO and director Dale Strang will step down effective Feb 17, 2026 and will be treated as terminated without “cause” under his employment agreement.

Key Details

• Debt and timing: Outstanding indebtedness ≈ $32.2 million; Eleventh Amendment expected effective by Jan 31, 2026 after collateral and legal conditions are satisfied.
• Maturity and amortization: Final maturity extended to April 1, 2027; mandatory quarterly amortization paused from the amendment effective date through June 30, 2026 (first amortization due Sept 30, 2026).
• Pricing and covenants: Applicable Margin set at 6.50% for SOFR loans and 5.50% for reference rate loans; the Reference Rate definition amended to 5.50% (from 5.25%). Company must maintain qualified cash of $1.0M until the amendment and $1.5M thereafter; the Senior Leverage Ratio covenant was removed and a Minimum Consolidated Adjusted EBITDA covenant begins with the period ending Mar 31, 2026 (set at $1,940,000 for that period).
• CEO departure and pay: Dale Strang to resign Feb 17, 2026. Severance (conditioned on release) includes 12 months of base salary, COBRA contributions for up to 12 months, potential 2026 incentive payout, and LTIP payment for the July 1, 2025–June 30, 2026 performance period (expected to be at least ~$25,200).

Why It Matters For investors, the credit amendment provides near-term liquidity and breathing room by extending maturity and suspending amortization through mid‑2026, but it keeps significant debt in place (≈$32.2M) with relatively high margins (6.50% SOFR / 5.50% reference) and new EBITDA testing requirements. The amendment also tightens cash and prepayment rules (50% of certain equity or indebtedness proceeds must prepay the loan, with up to $5.0M retained for working capital), which could affect how the company uses future financing or equity raises. The CEO transition is material for governance and operations: it restores expected Nasdaq majority‑independent board compliance and triggers defined severance and incentive payments, which are disclosed and contingent on executory releases.