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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/17/23 Boxlight Corp. 10-K 12/31/22 116:12M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.64M
2: EX-4.9 Instrument Defining the Rights of Security Holders HTML 39K
3: EX-10.81 Material Contract HTML 55K
4: EX-14.1 Code of Ethics HTML 42K
5: EX-21.1 Subsidiaries List HTML 30K
6: EX-23.1 Consent of Expert or Counsel HTML 30K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
16: R1 Document and Entity Information HTML 97K
17: R2 Consolidated Balance Sheets HTML 152K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 58K
19: R4 Consolidated Statements of Operations and HTML 131K
Comprehensive Loss
20: R5 Consolidated Statements of Changes in HTML 98K
Stockholders' Equity
21: R6 Consolidated Statements of Cash Flows HTML 144K
22: R7 Organization and Significant Accounting Policies HTML 158K
23: R8 Business Acquisitions HTML 113K
24: R9 Accounts Receivable - Trade HTML 44K
25: R10 Inventories HTML 45K
26: R11 Prepaid Expenses and Other Current Assets HTML 42K
27: R12 Property and Equipment HTML 57K
28: R13 Intangible Assets and Goodwill HTML 87K
29: R14 Accounts Payable and Accrued Expenses HTML 43K
30: R15 Debt HTML 81K
31: R16 Derivative Liabilities HTML 74K
32: R17 Income Tax HTML 156K
33: R18 Equity HTML 55K
34: R19 Stock Compensation HTML 133K
35: R20 Other Related Party Transactions HTML 35K
36: R21 Commitments and Contingencies HTML 49K
37: R22 Customer and Supplier Concentration HTML 89K
38: R23 Subsequent Events HTML 35K
39: R24 Schedule II - Valuation and Qualifying Accounts HTML 72K
40: R25 Organization and Significant Accounting Policies HTML 217K
(Policies)
41: R26 Organization and Significant Accounting Policies HTML 100K
(Tables)
42: R27 Business Acquisitions (Tables) HTML 111K
43: R28 Accounts Receivable - Trade (Tables) HTML 44K
44: R29 Inventories (Tables) HTML 46K
45: R30 Prepaid Expenses and Other Current Assets (Tables) HTML 42K
46: R31 Property and Equipment (Tables) HTML 56K
47: R32 Intangible Assets and Goodwill (Tables) HTML 87K
48: R33 Accounts Payable and Accrued Expenses (Tables) HTML 43K
49: R34 Debt (Tables) HTML 59K
50: R35 Derivative Liabilities (Tables) HTML 74K
51: R36 Income Tax (Tables) HTML 154K
52: R37 Stock Compensation (Tables) HTML 124K
53: R38 Commitments and Contingencies (Tables) HTML 41K
54: R39 Customer and Supplier Concentration (Tables) HTML 89K
55: R40 Organization and Significant Accounting Policies - HTML 35K
Company History and Recent Acquisitive Growth and
Fdic Limit (Details)
56: R41 Organization and Significant Accounting Policies - HTML 39K
Schedule of Financial Liabilities Measured on A
Recurring Basis (Details)
57: R42 Organization and Significant Accounting Policies - HTML 36K
Schedule of Earn-Out Payable Rollforward (Details)
58: R43 Organization and Significant Accounting Policies - HTML 61K
Eps, Revenue Recognition, Contract Balances and
Costs and Warranty Reserve (Details)
59: R44 Organization and Significant Accounting Policies - HTML 47K
Remaining Performance Obligations (Details)
60: R45 Organization and Significant Accounting Policies - HTML 48K
Disaggregated Revenue (Details)
61: R46 Organization and Significant Accounting Policies HTML 49K
(Details)
62: R47 Business Acquisitions (Details) HTML 41K
63: R48 Business Acquisitions - Schedule of Recognized HTML 101K
Identified Assets Acquired and Liabilities Assumed
(Details)
64: R49 Business Acquisitions - Schedule of Estimated HTML 40K
Useful Lives (Details)
65: R50 Business Acquisitions - Revenue and Costs HTML 38K
(Details)
66: R51 Business Acquisitions - Schedule of Pro Forma HTML 58K
Financial Results (Details)
67: R52 Accounts Receivable - Trade (Details) HTML 41K
68: R53 Inventories (Details) HTML 41K
69: R54 Inventories - Write Offs (Details) HTML 32K
70: R55 Prepaid Expenses and Other Current Assets HTML 36K
(Details)
71: R56 Property and Equipment - Schedule of Property and HTML 53K
Equipment (Details)
72: R57 Property and Equipment (Details) HTML 32K
73: R58 Intangible Assets and Goodwill - Schedule of HTML 71K
Intangible Assets and Goodwill (Details)
74: R59 Intangible Assets and Goodwill (Details) HTML 37K
75: R60 Intangible Assets and Goodwill - Future HTML 46K
Amortization Expense (Details)
76: R61 Accounts Payable and Accrued Expenses (Details) HTML 39K
77: R62 Debt (Details) HTML 49K
78: R63 Debt - Whitehawk Finance Llc (Details) HTML 148K
79: R64 Debt - Lind Global Macro Fund and Lind Global HTML 61K
Asset Management (Details)
80: R65 Debt - Paycheck Protection Program Loan (Details) HTML 40K
81: R66 Debt - Everest Display Inc. (Details) HTML 44K
82: R67 Debt - Accounts Receivable Financing - Sallyport HTML 55K
Commercial Finance (Details)
83: R68 Debt - Related Party Debt (Details) HTML 37K
84: R69 Debt - Schedule of Long Term Debt Principal HTML 40K
Repayments (Details)
85: R70 Derivative Liabilities - Fair Value of Derivative HTML 45K
Liabilities (Details)
86: R71 Derivative Liabilities (Details) HTML 40K
87: R72 Income Tax - Schedule of Pretax Income (Loss) HTML 38K
(Details)
88: R73 Income Tax - Schedule of Components of Income Tax HTML 54K
Benefit (Details)
89: R74 Income Tax - Schedule of Reconciliation of HTML 72K
Provision for Income Taxes (Details)
90: R75 Income Tax - Schedule of Deferred Tax Assets HTML 76K
(Details)
91: R76 Income Tax (Details) HTML 51K
92: R77 Equity - Preferred Shares (Details) HTML 49K
93: R78 Equity - Series A Preferred Stock (Details) HTML 48K
94: R79 Equity - Series B Preferred Stock and Series C HTML 75K
Preferred Stock (Details)
95: R80 Equity - Common Stock (Details) HTML 47K
96: R81 Equity - Issuance of Common Stock (Details) HTML 131K
97: R82 Stock Compensation - Stock Options - Narratives HTML 101K
(Details)
98: R83 Stock Compensation - Stock Options - Activity HTML 63K
(Details)
99: R84 Stock Compensation - Restricted Stock Units - HTML 76K
Narratives (Details)
100: R85 Stock Compensation - Restricted Stock Units - HTML 55K
Activity (Details)
101: R86 Stock Compensation - Warrants - Narratives HTML 81K
(Details)
102: R87 Stock Compensation - Warrants - Activity (Details) HTML 52K
103: R88 Stock Compensation - Stock Compensation Expense HTML 43K
(Details)
104: R89 Other Related Party Transactions (Details) HTML 46K
105: R90 Commitments and Contingencies (Details) HTML 55K
106: R91 Commitments and Contingencies - Operating Lease HTML 47K
Commitments (Details)
107: R92 Commitments and Contingencies - Purchase HTML 34K
Commitments (Details)
108: R93 Customer and Supplier Concentration - Customer HTML 42K
Concentration Risk (Details)
109: R94 Customer and Supplier Concentration - Supplier HTML 41K
Concentration Risk (Details)
110: R95 Subsequent Events (Details) HTML 41K
111: R96 Schedule II - Valuation and Qualifying Accounts HTML 40K
(Details)
114: XML IDEA XML File -- Filing Summary XML 213K
112: XML XBRL Instance -- boxl-20221231x10k_htm XML 2.94M
113: EXCEL IDEA Workbook of Financial Reports XLSX 220K
12: EX-101.CAL XBRL Calculations -- boxl-20221231_cal XML 218K
13: EX-101.DEF XBRL Definitions -- boxl-20221231_def XML 1.07M
14: EX-101.LAB XBRL Labels -- boxl-20221231_lab XML 1.95M
15: EX-101.PRE XBRL Presentations -- boxl-20221231_pre XML 1.60M
11: EX-101.SCH XBRL Schema -- boxl-20221231 XSD 278K
115: JSON XBRL Instance as JSON Data -- MetaLinks 611± 978K
116: ZIP XBRL Zipped Folder -- 0001558370-23-004059-xbrl Zip 670K
Exhibit 14.1
BOXLIGHT CORPORATION
CODE OF CONDUCT
OVERVIEW
This Code of Conduct (“Code”) has been adopted by the Board of Directors of Boxlight Corporation pursuant to the rules of the Securities and Exchange Commission (“SEC”). This Code is applicable to all employees, officers and directors of the Company and contains standards for:
| ● | the honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, |
| ● | the full, fair, accurate timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications, |
| ● | compliance with applicable governmental laws, rules and regulations, |
| ● | prompt internal reporting of violations of this Code, and |
| ● | accountability for adherence to this Code. |
Compliance Officers. The Company has designated (a) the Company’s Chief Financial Officer as its Compliance Officer to administer this Code with respect to employees, and (b) the Chairman of the Audit Committee to administer this Code with respect to officers and directors. You may, at your discretion, make any report or complaint provided for in this Code to the appropriate Compliance Officer.
Other Company Policies. This Code is in addition to the Code of Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Controller and Accounting / Finance Personnel. Also, this Code is in addition to the Company’s other policies and guidelines with respect to its employees, officers and directors as contained in the Company’s employee handbook.
CODE OF CONDUCT
1. Conflicts Of Interest. While it is not possible to identify every activity that might give rise to a conflict of interest, a conflict of interest may exist whenever a relationship of an employee, officer or director, or one of his or her family members, is inconsistent with the Company’s best interests or could cause a conflict with job responsibilities or the Company’s business. Conflicts of interest may not always be clear‐cut, so if you have a question, you should consult with the Compliance Officer. If you become aware of a conflict or potential conflict, you should bring it to the attention of the Compliance Officer.
2. Compliance With Applicable Laws. All employees, officers and directors of the Company should comply with all governmental laws, rules and regulations applicable to the Company.
3. Public Company Reporting. As a public company, it is of critical importance that the Company’s filings with the SEC, and other public communications, contain full, fair, accurate, timely and understandable disclosure. Depending on their respective positions with the Company, employees, officers or directors may be called upon to provide information necessary to assure that the Company’s public reports are complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility seriously and to provide prompt and accurate answers to inquiries from the Company’s officers, directors, auditors or attorneys related to the Company’s public disclosure requirements. With respect to any inquiries from other third‐parties (such as analysts, members of the media and others), such inquiries should be directed to specifically designated persons who are authorized
to respond, and such designated persons shall keep the Company’s board of directors advised as to the content and scope of each such inquiry and response.
4. Reporting Any Illegal Or Unethical Behavior. Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Anyone who believes that a violation of this Code or other illegal or unethical conduct by any employee, officers or director has occurred or may occur should promptly contact the Compliance Officer. Alternatively, any employee of the company may submit, on a confidential and anonymous basis if the employee so desires, directly to the Audit Committee any concerns regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of this Code. To make a confidential and anonymous submission directly to the Audit Committee, an employee should send a written summary of his or her concern in a sealed envelope to the following address, Boxlight Corporation., Attention: Chairman of Audit Committee, 1045 Progress Circle, Lawrenceville, Georgia 30043.
The mailing envelope must contain a clear notation indicating “To Be Opened Only by Audit Committee.” The Compliance Officer will forward any such envelopes received promptly and unopened to the Audit Committee Chair. If an employee, would like to discuss any matter with the Audit Committee, the employee should indicate this in the written submission and include a telephone number or other means by which he or she can be reached, should the Audit Committee determine that such communication is appropriate. Any such reports may be made confidentially or anonymously. Confidentiality will be protected, subject to applicable law, regulation or legal proceedings, as well as to applicable Company policy.
5. Protection and Proper Use of Company Assets. All employees, officers and directors should endeavor to protect the Company’s assets and ensure their efficient use. Company assets should be used for legitimate business purposes, although incidental personal use may be permitted. Theft, carelessness, and waste of the Company’s assets have a direct impact on the Company’s business and its profitability. Any suspected incident of fraud, theft or misuse should be immediately reported for investigation.
The obligation of employees, officers and directors to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, copyrights and know how, as well as business, sales and marketing plans, formulation and manufacturing ideas and practices, designs, databases, records, salary and other compensation/benefit information and any unpublished financial data and reports. Unauthorized use or distribution of the Company’s proprietary information is prohibited. Unauthorized use or distribution of the Company’s proprietary information could also be illegal and may result in the imposition of civil or criminal penalties.
6. No Retaliation. The Company will not permit retaliation of any kind by or on behalf of the Company and its employees, officers and directors against good faith reports or complaints of violations of this Code or other illegal or unethical conduct.
7. Amendment, Modification And Waiver. Any request for a waiver of any provision of this Code must be in writing and addressed to the Compliance Officer. If you are a director or executive officer of the Company, the request may be addressed directly to the Chairman of the Audit Committee. With regard to executive officers and directors, the Board will have the sole and absolute discretionary authority, acting upon such recommendations as may be made by the Audit Committee, to approve any waiver from this Code. Any waiver of this Code with respect to executive officers and directors will be promptly publicly
disclosed to the shareholders by filing a Form 8‐K with the SEC, or by such other selected by the Board of Directors in conformity with applicable SEC rules. This Code may be amended, modified or waived by the Board of Directors, subject to disclosure requirements and other applicable SEC rules.
8. Accountability. You are responsible for your adherence to this Code and will be held personally accountable. Your failure to observe the terms of this Code may result in disciplinary action, which may include immediate termination.
ACKNOWLEDGEMENT
The undersigned is an employee / officer / director of Boxlight Corporation. By my signature
below, I acknowledge receipt of a copy of the Code of Conduct and I confirm that I have carefully
read and fully understand all the provisions of the Code of Conduct.
Signature: | | | |
Print Name: | | | |
| | ||
Dated: _________________, 2017 | | | |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Boxlight Corp. 10-K 12/31/23 107:10M Workiva Inc Wde… FA01/FA 11/08/23 Boxlight Corp. 10-Q 9/30/23 92:7.4M Workiva Inc Wde… FA01/FA 8/09/23 Boxlight Corp. 10-Q 6/30/23 92:9.4M Toppan Merrill Bridge/FA 5/10/23 Boxlight Corp. 10-Q 3/31/23 88:7.8M Toppan Merrill Bridge/FA |