BOXL 10-K & 10-Q changes, risk factors and insider trading

Some of the factors that could materially and adversely affect our business, financial condition, results of operationsoperations, and cash flows include, but are not limited to, the following:

•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 liquidityEBITDA and borrowing base requirements under our existing credit agreement, or in the alternative, to continue to obtain forbearances or waivers from the lender thereunder;

•changes in U.S. administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreementsagreements, 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 providersproviders, or government agencies;

•our ability to enhance our products and to develop, introduceintroduce, and sell new technologies and products at competitive prices and in a timely manner;

•unfavorable global economic or political conditions, including the ongoing conflict between Russia and Ukraine, and Israel and HamasHamas, and broader instability in the Middle East, which may disrupt global freight routes and supply chains;

•our ability to develop, implementimplement, and maintain an effective system of internal control over financial reporting.

Risks Related to Our Business, OperationsOperations, and Financial Condition

We have not complied with certain covenants, minimum liquidityliquidity, and borrowing base requirements under the Credit Agreement and this could cause us to be unable to continue to operate as a going concern.

As of December 31, 2024,2025, we owed $37.6approximately $32.2 million to the Lenderlender under our Credit Agreement. AsDuring previously2024 discussed,and 2025, we havedid been unable tonot comply with certain covenantsfinancial covenants, minimum liquidity requirements, and borrowing base requirements under ourthe Credit AgreementAgreement. with the Lender. Although, to date,Although we have been successful in obtainingobtained waivers and amendments from the lender with respect to these mattersinstances andof avoid defaults under the agreement,noncompliance, there can be no assurance that the lenderwe will notbe declareable anto eventmaintain ofcompliance default and accelerate all of our obligations underwith the Credit Agreement in the eventfuture weor arethat unableadditional towaivers getor intoamendments fullwill compliancebe withavailable theseon covenantsacceptable interms theor future.at all.

In view of these matters, continuation as a going concern is dependent upon our ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, borrowing base requirementsrequirements, or any other covenants or requirements under the Credit Agreement, or refinance our Credit Agreement with a different lender. Furthermore, in the event the Lender refuses to grant waivers to avoid a future default, the Lender might accelerate our obligations under the Credit Agreement. In order to satisfy such obligations, we would similarly have to refinance our obligations or seek additional capital, which we might not be able to do on acceptable terms or on a timely basis, or at all. Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control. There can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, or on a timely basis, 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, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital. In the event we fail in any of the efforts described in the preceding sentences, our business may materially suffer or even cease operations.

•increase our vulnerability to adverse economic, industryindustry, or competitive developments;

•require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use cash flow to fund our operations, capital expendituresexpenditures, and future business opportunities;

The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operationsoperations, or prospects.

Our ability to raise additional capital may be limited by various factors, including doubts as to our ability to continue as a going concern, our substantial indebtedness, the terms of our preferred stockstock, and warrants and potentially limited availability of shares of Class A common stock under our charter.

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 Stockindebtedness 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,indebtedness, 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,indebtedness, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital.

Certain terms of the warrant we issued to the lender under our credit agreement may discourage potential equity investors. The warrant was originally issued to the lender in partial consideration for entering into the credit agreement on December 31, 2021. The warrant was originally exercisable for 51,0838,514 shares of Class A common stock at $80.00$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 $47.60$285.60 and 85,853,14,309, 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 triggerstrigger 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$264.00 and 92,877,15,480, respectively. Following the Company'sour equity issuance in February 2025, the exercise price per share and shares issuable under the warrant were adjusted to $19.39$116.34 and 210,723,35,121, 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 $19.39$116.34 that are not exempt from the adjustment feature would trigger further adjustments. These features may discourage future equity investors, thus potentially further hampering our capital raising efforts.

In addition, following a private placement offering in February 2025, which included the issuance of 1,323,000 common warrant shares, ourthe 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. TheOn February 20, 2025, the Company intendsfiled towith requestthe shareholderSecretary approvalof State of the State of Nevada amendments to increase the number of authorized shares of Class A common sharesstock authorizedto inat 2025;least however,25,000,000 there can be no certainty that shareholder approval will be obtained.shares.

We have incurred net losses, our revenues have been decliningdeclining, and our future profitability is not certain.

For the fiscal years ended December 31, 20242025 and 2023,2024, we incurred net losses attributable to common stockholders of $29.6$25.1 million and $40.4$29.6 million, respectively. Our total revenues declined 23.1%19.6% from $176.7 million for the fiscal year ended December 31, 2023 to $135.9 million for the fiscal year ended December 31, 2024.2024 to $109.2 million for the fiscal year ended December 31, 2025. Our operating results for future periods are subject to numerous uncertainties and we cannot be certain that we will be profitable or that we will not experience further substantial losses in the future. If we are not able to increase revenue and reduce our costs or otherwise improve our margins, we may not be able to achieve profitability in future periods and our business, financial condition, results of operationsoperations, and cash flows may be adversely affected.

Unfavorable global economic or political conditions, including the ongoing conflicts between Russia and Ukraine,widespread and Israel and Hamasconflicts, may adversely affect our business, financial condition, or results of operations.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. Inflation rates, particularly in the United States, have increased recently to levels not seen in years. Increased inflation may result in increased operating costs (including our labor costs), reduced liquidity, and limitations on our ability to access credit or otherwise raise debt and equity capital. In addition, the United States Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks, which may impact our ability to raise additional capital in the future. Increased or new restrictions on international trade, such as tariffs, can adversely affect the Company’s operations and supply chain and limit the Company’s ability to offer and sell its products and services to customers. The U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflictconflicts betweenacross Russiamultiple and Ukraine.regions.

Further, in October 2023, a military conflict commenced between Israel and Hamas. It is not possible to predict the broader or longer-term consequences of these conflicts, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets. Such geopolitical instability and uncertainty could have a negative impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could increase the costs, risks and adverse impacts from these new challenges. We may also be the subject of increased cyber-attacks. While currently the countries involved in these conflicts do not constitute a portion of our business, a significant escalation or expansion of economic disruption or the conflicts'conflicts’ current scope could have a material adverse effect on our results of operations.

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 Russia.certain For example, the war has been accompanied by cyberattacks against the Ukrainian government and other countries in the region.regions. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations and could increase the frequency and severity of cyber-based attacks against our information technology systems. 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 Russiacertain regions or U.S. support of Ukraine,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 inacross Ukraine,the globe, our level of insurance may not cover all losses we could incur. The potential effects of these conditions could have a material adverse effect on our business, results of operations and financial condition.

Our business may be adversely affected by instability, disruption or destruction in a geographic region in which we operate, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or man-made disasters or changing weather conditions, including famine, food, fire, earthquake, storm, hurricane, epidemic, pandemic events or other health crises. Such events may cause customers to suspend their decisions on using our products and services, make it impossible to attend or sponsor trade shows or other conferences in which our products and services are presented to customers and potential customers, cause restrictions, postponements and cancellations of events that attract large crowds and public gatherings such as trade shows at which we have historically presented our products, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods or services, commitments to develop new products. These events also pose significant risks to our personnel and to physical facilities, transportationtransportation, and operations, which could materially adversely affect our financial results.

With any such future events or circumstances, there may be a risk related to modification of the traditional classroom setting, similar to what occurred during 2020 to 2021 during the COVID-19 pandemicpandemic, when many classrooms were all virtual, that may result in reduced demand for our classroom solutions, including reduced demand for our interactive displays due to extended or indefinite distance and digital learning.

Changes in U.S. administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreementsagreements, and any resulting changes in international trade relations, such as trade wars, may have a material adverse impact on impact on our business, results of operations, or financial condition.

In January 2025, the global tariff landscape began to quickly change with the U.S. implementing new and/or increased tariffs on various foreign countries, either generally or with respect to certain products. Certain foreign countries have, and may continue to, change their tariff policies in response to changes in the U.S. tariff policy. Sales outside the US represented 55%50% of our revenues for the year ended December 31, 2024.2025. In addition, we acquire certain products from OEMs that are manufactured in countries that may be subject to new or increased tariffs, including China. In addition, tariffs could increase the costs of components for note whichthose products that we sell and have the potential to disrupt existing supply chains. An increase in the costs of the goods that we sell could make them less affordable for customers, which would negatively impact customer demand and have a material adverse impact on our business, results of operations, or financial condition. It is uncertain whether our OEMs in those countries will pass through increased costs to us, which would result in a negative impact on our business, results of operations, or financial conditions. It is impossible to predict with any certainty the effects that any new tariffs may ultimately have on our industry or our financial condition.

Our revenues and operating results normally fluctuate as a result of seasonal variations in our business, driven largely by the purchasing cycles of the educational market. Traditionally, the bulk of expenditures by school districts occuroccurs in the second and third calendar quarters after receipt of budget allocations. We expect quarterly fluctuations in our revenues and operating results to continue. These fluctuations could result in volatility and adversely affect our cash flow. As our business grows, these seasonal fluctuations may become more pronounced. As a result, we believe that sequential quarterly comparisons of our financial results may not provide an accurate assessment of our financial position.

If we are unable to manage fluctuations in cash flow, our business, operating results and financial condition may be materially adversely affected. For example, we may be unable to make the required interest payments on our indebtedness.

We are engaged in the interactive education industry. We face substantial competition from developers, manufacturersmanufacturers, and distributors of interactive learning products and solutions, including interactive flat-panel displays, interactive whiteboards andwhiteboards, micro-computer data logging productsproducts, and any new product we may offer in the future. The industry is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive flat-panel displays, interactive whiteboards, and micro-computer-based logging technologiestechnologies, and combinations of them. We face increased competition from companies with strong positions in certain markets we serve, and in new markets and regions we may enter. These companies manufacture and/or distribute new, disruptivedisruptive, or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products.

Many of these competitors have, and our potential competitors may have, significantly greater financial and other resources than we do and have spent, and may continue to spend, significant amounts of resources to try to enter or expand their presence in the market. In addition, low-cost competitors have appeared in China and other countries. We may not be able to compete effectively against these current and future competitors. Increased competition or other competitive pressures have and may continue to result in price reductions, reduced marginsmargins, or loss of market share, any of which could have a material adverse effect on our business, financial conditioncondition, or results of operations.

Competitors may be able to respond to new or emerging technologies and changes in customer requirements more effectively and faster than we can or devote greater resources to the development, promotionpromotion, and sale of products than we can. Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the ability of their products to address the needs of customers. If these interactive display competitors or other substitute or alternative technology competitors acquire significantly increased market share, it could have a material adverse effect on our business, financial conditioncondition, or results of operations.

If we are unable to continually enhance our products and to develop, introduceintroduce, and sell new technologies and products at competitive prices and in a timely manner, our business will be harmed.

The market for interactive learning and collaboration solutions is still emerging and evolving. It is characterized by rapid technological change and frequent new product introductions, many of which may compete with, be considered as alternatives to or replace our interactive displays. For example, significant sales of tablet computers by competitors to school districts in the U.S.U.S., whose technology budgets could otherwise have been used to purchase interactive displaysdisplays, continue to increase. Accordingly, our future success will depend upon our ability to enhance our products and to develop, introduceintroduce, and sell new technologies and products offering enhanced performance and functionality at competitive prices and in a timely manner.

The development of new technologies and products involves time, substantial costscosts, and risks. Our ability to successfully develop new technologies will depend in large measure on our ability to maintain a technically skilled research and development staff and to adapt to technological changes and advances in the industry. The success of new product introductions depends on a number of factors, including timely and successful product development, market acceptance, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of components in appropriate quantities and costs to meet anticipated demand, the risk that new products may have quality or other defects and our ability to manage distribution and production issues related to new product introductions. If we are unsuccessful in selling the new products that we develop and introduce, or any future products that we may develop, we may carry obsolete inventory and have reduced available working capital for the development of other new technologies and products.

If we are unable, for any reason, to enhance, develop, introduceintroduce, and sell new products in a timely manner, or at all, in response to changing market conditions or customer requirements or otherwise, our business will be harmed.

We may not be successful in our strategy to increase sales in the business and government market.markets.

The majority of our revenue has been derived from sales to the education market. Our business strategy contemplates expanding our sales in both the education market,market as well as the business and government training sectors. However, to date, there has been limited adoption of interactive displays and collaboration solutions in the business and government market,markets, and these solutions may fail to achieve wide acceptance in this market. Successful expansion into the business and government markets will require us to augment and develop new distribution and reseller relationships, and we may not be successful in developing those relationships. In addition, widespread acceptance of our interactive solutions may not occur due to a lack of familiarity with how our products work, the perception that our products are difficult to use and a lack of appreciation of the contribution they can make in the business and government markets. In addition, the Boxlight brands are less recognized in these markets as compared to the education market. A key part of our strategy to grow in the business and government market is to develop strategic alliances with companies in the unified communications and collaboration sector, and there can be no assurance that these alliances will help us to successfully grow our sales in this market.

Furthermore, our ability to successfully grow in the business and government market depends upon revenue and cash flows derived from sales to the education market. As the education market represents a significant portion of our revenue and cash flow, we utilize cash from sales in the education market for our operating expenses. If we cannot continue to augment and develop new distributor and reseller relationships, market our brand, develop strategic alliancesalliances, and innovate new technologies, we may not be successful in our strategy to grow in the business and government market.

The following Management’s Discussion and Analysis ("MD&A") should be read in conjunction with our financial statements and the related notes thereto included elsewhere hereinherein. MD&A contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectationsexpectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors.

Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events, are based on assumptionsassumptions, and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

We are a technology company that develops, sellssells, and services interactive solutions predominantly for the global education market, but also for the corporate and government sectors. We are seeking to become a worldwide leading innovator and integrator of interactive products and software solutions and improve collaboration and effective communication in meeting environments. We currently design, produceproduce, and distribute interactive technologies including our interactive and non-interactive flat-panel displays, LED video walls, media players, classroom audio and campus communication, camerascameras, and other peripherals for the education market and non-interactive solutions including flat-panels, LED video wallswalls, and digital signage. We also distribute STEM products, including our 3D printing and robotics solutions, and our portable science lab. All products are integrated into our classroom software suite that provides tools for whole class learning, assessmentassessment, and collaboration. In addition, we offer professional training services related to our technology to our U.S. educational customers. To date, we have generated the majority of our revenue in the U.S. and internationally from the sale of interactive displays and related software to the educational market. We have sold our solutions into over 70 countries and into over 1.5 million classrooms and meeting spaces. We sell our products and software through more than 1,000 global reseller partners. We believe we offer the most comprehensive and integrated line of interactive display solutions, audio products, peripherals and accessories, softwaresoftware, and professional development for schools and enterprises on the market today. The majority of our products are backed by nearly 30 years of research and development.

The Company’s sales of interactive devices, including panels, whiteboardswhiteboards, and other interactive devices generally include hardware maintenance services, a license to use software, and the provision of related software maintenance. In most cases, interactive devices are sold with hardware maintenance services.

The Company’s installation, trainingtraining, and professional development serviceservices include third-party products and services and are generally sold separately from the Company’s products.

We outsource some of our warehouse operations and order fulfillmentfulfillment, and we purchase products from related entities and third parties. Our product costs vary directly with volume and are based on the costs of underlying product components as well as the prices we negotiate with our contract manufacturers. Shipping costs fluctuate with volume as well as with the method of shipping chosen in order to meet customer demand. As a global company with suppliers centered in Asia and customers located worldwide, we have used, and may in the future use, air shipping to deliver our products directly to our customers. Air shipping is more costly than sea or ground shipping or other delivery options and it is rarely used as a result. The Company did not experience material delays in shipping during 20242025 or 20232024 that materially negatively impacted our revenues.

Our gross profit and gross profit margin have been, and may in the future be, influenced by several factors including: product, channelchannel, and geographical revenue mix; changes in product costs related to the release of newer models; component, contract manufacturing and supplier pricing, competitivefreight, industryduties, pricing,and other shipping costs, and foreign currency exchange and shipping costs.exchange. As we primarily procure our product components and manufacture our products in Asia, our suppliers incur many costs, including labor costs, in other currencies. To the extent that exchange rates move unfavorably for our suppliers, they may seek to pass these additional costs on to us, which could have a material impact on our future average selling prices and unit costs. Gross profit and gross profit margin may fluctuate over time based on the factors described above.

We classify our operating expenses into twothree categories: general and administrative, depreciation and amortization, and research and development and general and administrative.development.

General and administrative. General and administrative expense consists of personnel relatedpersonnel-related costs, which include salariessalaries, commissions, and stock-based compensation, as well as the costs of professional services, such as accounting and legal, facilities, information technology, depreciation and amortization and other administrative expenses. General and administrative expense may fluctuate as a percentage of revenue, notably in the second and third quarters of our fiscal year when we have historically experienced our highest levels of revenue.

Other income (expense), netincome, net, primarily consists of interest expense associated with our debt financing arrangementsarrangements, certain impacts of changes in foreign exchange rates, and the effects of changes in the fair value of derivative liabilities.liabilities and changes in the fair value of warrants.

We are subject to income taxes in the United States, Canada, the United Kingdom, Mexico, Sweden, Finland, Holland, Australia, DenmarkDenmark, and GermanyGermany, where we do business. The United Kingdom, Mexico, Sweden, Finland, Holland andHolland, Germany, Australia, CanadaCanada, and Denmark have a statutory tax rate different from that in the United States. Additionally, certain of our international earnings are also taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the absorption of foreign tax credits, changes in the valuation of our deferred tax assets and liabilitiesliabilities, and changes in tax laws. We regularly assess the likelihood of adverse outcomes resulting from the examination of our tax returns by the U.S. Internal Revenue Service, or IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense.expenses. Should actual events or results differ from our current expectations, charges or credits to our income tax expense may become necessary. Any such adjustments could have a significant impact on our results of operations.

Operating Results – Boxlight Corporation

Revenues. Total revenues for the year ended December 31, 20242025 were $135.9$109.2 million as compared to $176.7$135.9 million for the year ended December 31, 2023,2024, resulting in a 23.1%19.6% decrease. The decrease in revenues was due to lower sales volume across all marketsmarkets, primarily resulting from lower global demand for interactive flat panel displays as well as competitive industry pricing.

Cost of Revenues. Cost of revenues for the year ended December 31, 20242025 was $89.0$75.6 million as compared to $113.4$89.0 million for the year ended December 31, 2023,2024, resulting in a 21.6%15.0% decrease. The decrease in cost of revenues was attributable to the decrease in units sold.sold, offset by increases in tariffs expense.

Gross Profit. Gross profit for the year ended December 31, 20242025 was $46.9$33.6 million as compared to $63.3$46.9 million for the year ended December 31, 2023.2024. Gross profit margin declined to 30.8% for the year ended December 31, 2025 compared to 34.5% for the year ended December 31, 2024 compared to 35.8% for the year ended December 31, 2023,2024, primarily related recentto changes in the product mix, increases in pricing pressure within the industryindustry, asand wellthe asimpact of a difference$1.5 million increase in producttariffs mixon the cost of our products compared to the prior year.

General and Administrative Expense. General and administrative expense for the year ended December 31, 20242025 was $62.3$35.5 million and 45.8%32.5% of revenuerevenue, as compared to $61.3$41.8 million and 34.7%30.7% of revenue for the year ended December 31, 2023.2024. The increasedecrease was primarily related to the $12.3 million accelerated amortization expense resulting from an adjustment in the useful lives of certain intangible assets from the EMEA and Americas reporting segments offset by a decrease in personnel relatedpersonnel-related expenses of approximately $4.3$4.2 million, a reduction in occupancy costs of approximately $1.5 million, a decrease in sales and marketing expenses of approximately $1.1 million, a reduction in stock compensation of $1.7$1.3 million, and a decrease in travelprofessional expensesfees of approximately $1$0.6 million.

Research and Development Expense. Research and development expense was $4.3 million or 3.9% of revenue for the year ended December 31, 2025, as compared to $4.1 million or 3.0% of revenue for the year ended December 31, 2024 as compared to $3.2 million or 1.8% of revenue for the year ended December 31, 2023.2024. Research and development expense primarily consists of costs associated with the development of proprietary technology. The increase was attributable to the allocation of certain general and administrative expenses to new and ongoing research and development projects.

EBITDA represents net loss before income tax expense, interest expense, net, and depreciation and amortization expense. Adjusted EBITDA represents EBITDA, adjusted for stock compensation expense and changes in fair value of derivative liabilities, purchase accounting impact for fair valuing inventory and deferred revenue, impairment of goodwill, and severance charges. Our management uses EBITDA and Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of our business model. We use these non-GAAP financial measures to assess the strength of the underlying operations of our business. These adjustments, and the non-GAAP financial measure that is derived from them, provide supplemental information to analyze our operations between periods and over time. We find this especially useful when reviewing results of operations, which include large non-cash amortizations of intangiblesintangible assets from acquisitions. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

Discussion of the Effect of Seasonality on Financial Condition

For the years ended December 31, 20242025 and 2023,2024, we had net cash used in operating activities of $0.4$3.3 million and net cash provided by $11.6$0.4 million, respectively. Cash used in operating activities increased year over year as a result of a change in working capital management. We had net cash used in investing activities of $0.5$0.1 million and $1.3$0.5 million for the years ended December 31, 20242025 and 2023,2024, respectively. Cash used in investing activities is primarily related to purchases of property and equipment. For the years ended December 31, 20242025 and 2023,2024, we had net cash provided by financing activities of $3.4 million and net cash used in financing activities of $7.1 million, respectively. Cash provided by financing activities for the year ended December 31, 2025 was primarily related to net proceeds from the issuance of common stock and prefunded warrants of $9.0 million and $8.0proceeds from the issuance of short-term debt of $2.5 million, respectively.partially offset by $8.1 million in principal payments. Cash used in financing activities for the year ended December 31, 2024 iswas primarily related to principal payments on debt of $9.9 million,million and $1.3 million in payments of fixed dividends to our Series B preferred shareholders, partially offset by $4.0 million proceeds from short-term debt. Cash used in financing activities for the year ended December 31, 2023 was primarily related to principal payments on debt, and payments of fixed dividends to our Series B preferred shareholders, partially offset by proceeds from short-term debt and stock option exercises.

Our liquidity needs are funded by operating cash flow and available cash. Our cash requirements consist primarily of day-to-day operating expenses, capital expendituresexpenditures, and contractual obligations with respect to facility leases. We lease all of our office facilities. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are required to prepay a percentage of our inventory purchases, which further constrains our cash liquidity. In addition, our industry is seasonal with many sales to educational customers occurring during the second and third quarters when schools make budget appropriations and classes are not in sessionsession, limiting disruptions related to product installation. This seasonality makes our needs for cash vary significantly from quarter to quarter.

To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of our Series B preferred stock became redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon, 30 days’ prior written notice to the Company, for a redemption price, payable in cash, equal to the sum of (a) ($10.00) multiplied by the number of shares of Series B preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. We may be required to seek alternative financing arrangements or restructure the terms of the agreement with the Series B preferred shareholders on terms that are not favorable to us if cash and cash equivalents are not sufficient to fully redeem the Series B preferred shares. We are currently evaluating alternatives to refinance or restructure the Series B preferred sharesshares, including extending the maturity of the Series B preferred shares beyond the current optional conversion date.

Given the uncertainty surrounding global supply chains, global markets, and general global uncertainty as a result of new U.S. tariff policy, trade wars, and the ongoing and widespread conflicts betweenacross Russiamultiple and Ukraine and Israel and Hamas,regions, the availability of debt and equity capital has been reduced and the cost of capital has increased. Furthermore, recent adverse developments affecting the financial services industry including events involving limited liquidity, defaults, non-performancenon-performance, or other adverse developments that affect financial institutions may lead to market-wide liquidity problems. This in turn could result in a reduction in our ability to access funding sources and credit arrangements in amounts adequate to finance our current and future business operations. Increasing our capital through equity issuance at this time could cause significant dilution to our existing stockholders. However, there can be no guarantee we will be able to access capital when needed or be able to manage through the current challenges in the equity and debt finance markets by managing payment terms with our customers and vendors.

Cash and cash equivalents, along with anticipated cash flows from operations, may not provide sufficient liquidity for our working capital needs, debt service requirementsrequirements, or to maintain minimum liquidity requirements under our Credit Agreement, and we may need to raise capital to meet current working capital requirements including maintaining sufficient inventory levels to meet future sales demand.

As of MarchJune 31,30, 2026 we owed $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.

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. 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. Pursuant to the August 2026 Forbearance Agreement, the mandatory quarterly amortization payments on the initial term loan remain suspended through September 30, 2026, with the first payment due on December 31, 2026. In addition, the August 2026 Forbearance Agreement amended the Credit Agreement’s mandatory prepayment provisions to require that 50% (or 100% if an Event of Default exists) of net cash proceeds from subordinated indebtedness in addition to equity issuances be applied to prepay the Credit Agreement loan, with any retained proceeds restricted from being used to make payments on equity interests, redeemable preferred stock, or subordinated indebtedness.

In view of these matters, continuation as a going concern is dependent upon our ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the SeniorMinimum LeverageConsolidated Ratio,Adjusted EBITDA, borrowing base requirements, or any other covenants or requirements under the Credit Agreement, or refinance our Credit Agreement with a different lender. Furthermore, in the event the Lender refuses to grant waivers to avoid a future default, the Lender might accelerate our obligations under the Credit Agreement. In order to satisfy such obligations, we would similarly have to refinance our obligations or seek additional capital, which we might not be able to do on acceptable terms or on a timely basis, or at all. Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control. There can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, or on a timely basis, 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, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital. In the event we fail in any of the efforts described in the preceding sentences, our business may materially suffer or even cease operations.

Unless the context otherwise requires, the terms “the Company,” “we,” “us,” and “our” in this Quarterly Report refer to Boxlight Corporation and its consolidated direct and indirect subsidiaries, and the term “Boxlight” refers to Boxlight Inc., a Washington corporation and a wholly owned subsidiary of Boxlight Corporation. The terms “quarter” and “year to date” refer to our quarter ending MarchJune 31st.30th.

This Quarterly Report on Form 10-Q (including the section regarding Management’s Discussion and Analysis and Results of Operations, the “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only prediction,predictions, and are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

We are a technology company that is seeking to become a world-wideworldwide leading innovator and integrator of interactive products and software for schools, education, business, and government interactive spaces. We currently design, produce and distribute interactive displays, collaboration software, supporting accessories and professional services. We also distribute science, technology, engineering, and math (or “STEM”) products, including a robotics and coding system, 3D printing solution and portable science lab. The Company’s products are integrated into its software suite that provides tools for presentation creation and delivery, assessment, and collaboration.

We have also implemented a comprehensive plan to reach and maintain profitability both from our core business operations. Highlights of the plan include:

We are subject to income taxes in the jurisdictions in which we do business, including the United States, CanadaCanada, United Kingdom, Mexico, Sweden, Finland, Holland, Australia, Denmark and Germany. The United Kingdom, Mexico, Sweden, Finland, Holland, Germany, Australia, Canada, and Denmark have a statutory tax rate different from that of the United States. Additionally, certain jurisdictions of the Company’s international earnings are also taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the absorption of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws. We regularly assess the likelihood of adverse outcomes resulting from the examination of our tax returns by the U.S. Internal Revenue Service, or IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax expense may become necessary. Any such adjustments could have a significant impact on our results of operations.

For the three-month periods ended MarchJune 31,30, 2026 and 2025

Revenues. Total revenues for the three months ended MarchJune 31,30, 2026 were $22.4$25.9 million as compared to $22.4$30.9 million for the three months ended MarchJune 31,30, 2025, resulting in a 0.1%16.0% increase.decrease. The increasedecrease in revenues was driven by higherlower sales of interactiveaudio flatunits panelas displays.we transition buyers to our recently launched and award winning Symphonic line of products. The slow down is expected to be temporary.

Cost of Revenues. Cost of revenues for the three months ended MarchJune 31,30, 2026 were $15.5$13.0 million as compared to $14.4$20.1 million for the three months ended MarchJune 31,30, 2025, resulting in a 7.8%35.2% increase.decrease. The increasedecrease in cost of revenues was attributable to the increasedecrease in units sold and a $1.5$2.8 million increasetariff inrefund customsthat expense.offset cost of revenues.

Gross Profit. Gross profit for the three months ended MarchJune 31,30, 2026 was $6.9$12.9 million as compared to $8.0$10.8 million for the three months ended MarchJune 31,30, 2025, aan decreaseincrease of 13.7%.19.7%. Gross profit margin was 30.9%49.8% for the three months ended MarchJune 31,30, 2026 and 35.9%35.0% for the three months ended MarchJune 31,30, 2025. The decreaseincrease in gross profit margin was primarily relateddriven toby increasesthe $2.8 million in pricingtariff pressurerefunds, withinwhich thereduced industry compared to the priorcurrent year quarter andcost anof increaserevenues. inExcluding customsthe expense.$2.8 million tariff refund, gross profit margin for the three months ended June 30, 2026 would have been approximately 38.9%, reflecting the non-recurring nature of the refund.

General and Administrative Expenses. General and administrative expenses for the three months ended MarchJune 31,30, 2026 were $8.4 million, representing 37.2%32.2% of revenue as compared to $7.6$11.0 million representing 33.8%35.6% of revenue for the three months ended MarchJune 31,30, 2025. The increasedecrease in general and administrative expenses for the period ended MarchJune 31,30, 2026 was due to increasesa decreases of $1.5 million in other expenses, a decrease of $0.4 million in professional feesfees, a decrease of $0.5$0.2 million andin otheremployee expensesrelated expenses, a decrease of $0.5 million, offset by $0.3$0.2 million in sales and marketing expenses, a decrease of $0.2 million in contract and consulting expenses, and a $0.1 million decrease in occupancy expenses.

Depreciation and Amortization Expenses. Depreciation and amortization expenses for the three months ended MarchJune 31,30, 2026 were $2.6 million, representing 11.4%9.9% of revenue as compared to $2.5$2.6 million representing 11.0%8.4% of revenue for the three months ended MarchJune 31,30, 2025.

Research and Development Expenses. Research and development expenses for the three months ended MarchJune 31,30, 2026 and 2025 were $0.9 million and $0.9$1.1 million, respectively and represented 4.2%3.6% and 4.1%3.7% of revenue, respectively. Research and development expense primarily consists of costs associated with the development of proprietary technology. The increasedecrease was attributable to the allocationstreamlining of certain general and administrative expenses to new and ongoing research and development projects.expenses.

Other Expense. Other expense, net for the three months ended MarchJune 31,30, 2026 was $2.0$0.8 million as compared to $0.5 million for the three months ended MarchJune 31,30, 2025, representing an increase of $1.5$0.3 million. The increase in other expense was primarily driven by thea $2.0 million change in unrealized foreign exchange adjustment and a $0.1 million increase in losses from change in fair value of commonderivative warrants in the prior year quarter,liabilities, offset by thea $1.5 million decrease in interest expense on our term loan and a $0.3 million decrease in thelosses threefrom monthschange endedin Marchfair 31,value 2026.of common warrants.

Net Loss.Income (Loss). Net lossincome was approximately $6.5 million and $3.2$0.5 million for the three months ended MarchJune 31,30, 20262026, and the net loss was approximately $4.7 million for the three months ended June 30, 2025, respectively, and was a result of the changes noted above.

The following table contains reconciliations of net lossesincome (loss) to EBITDA and adjusted EBITDA for the periods presented:

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $6.9$4.3 million, a negative working capital balance of $25.3$4.0 million, and a current ratio of 1.63.0.94. As of MarchJune 31,30, 2025, we had $8.1$7.6 million of cash and cash equivalents, a negative working capital balance of $1.6$0.5 million, and a current ratio of 1.02.0.99. The change in net working capital was attributable to the reclassification of the our term loan from long-term to short-term debt, resulting from its maturity occurring within twelve months of June 30, 2026.

For the threesix months ended MarchJune 31,30, 2026 and 2025, we had net cash used in operating activities of $5.0$7.5 million and $4.7$5.8 million, respectively. Cash used in operating activities primarily relates to net loss for the threesix months ended MarchJune 31,30, 2026 as well as changes in working capital management. We had net cash used in investing activities of $42$75 thousand and $127$159 thousand for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Cash used in investing activities is related to purchases of property and equipment. For the threesix months ended MarchJune 31,30, 2026 and 2025, we had net cash provided by financing activities of $3.1 million and $4.6$6.1 million, respectively. Cash provided by financing activities in the threesix months ended MarchJune 31,30, 2026 is primarily related to proceeds from the At-the-Market offering program of $3.7 million.

As of MarchJune 31,30, 2026, the Company had approximately $32.2 million of indebtedness outstanding under its Credit Agreement with Whitehawk Capital Partners, LP, as Collateral Agent, and Whitehawk Finance LLC, as Lender.

Most significantly, on December 18, 2025, the Company entered into the Eleventh Amendment. The Eleventh Amendment extended the final maturity date of the loans from December 31, 2025, to April 1, 2027, suspended mandatory quarterly amortization payments through June 30, 2026, and replaced the Senior Leverage Ratio financial covenant with a Minimum Consolidated Adjusted EBITDA covenant commencing with the quarter ending March 31, 2026. The Company is also required to maintain qualified cash of at least $1.5 millionmillion. The Company is also required to meet Borrowing Base covenants with allowed over advances ofadvance for the month ending December 31, 2025, $4,000,000; for the month ending January 31, 2026, $4,500,000; for the month ending February 28, 2026, $5,500,000 and (from and after the month ending March 31, 2026 (and each Fiscal Month thereafter), $4,000,000 (the “Permitted Over Advance”). The Eleventh Amendment includes revised mandatory prepayment provisions requiring 50% (or 100% if in default) of net cash proceeds from equity offerings and certain debt to be applied to loan prepayments, with up to $5.0 million allocable for working capital and general corporate purposes.

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. Pursuant to the August 2026 Forbearance Agreement, the Lenders granted a limited waiver of the borrowing base and Minimum Consolidated Adjusted EBITDA defaults for the periods ended May 31, 2026, June 30, 2026, and July 31, 2026. As such,of June 30, 2026, the debt outstanding from Boxlight to Whitehawk is classified as Long-Termshort-term debt in the financial periods ended March 31, 2026 and December 31, 2025.debt.

On February 20, 2026, the Supreme Court of the United States ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the imposition of tariffs, effectively invalidating IEEPA-based tariffs that had been in effect since February 2025. The Company’s diversified supply chain and global revenue base have historically provided a degree of insulation from direct tariff impacts. The elimination of these tariffs is expected to reduce input cost pressures and improve the purchasing environment for the Company’s education and government customers,customers. We will continue to monitor developments and mayupdate resultour indisclosures refundas recoveriescircumstances for IEEPA tariffs previously paid by the Company or its suppliers during the applicable period. The tariff environment is in a state of flux and the Company is actively pursuing refund recovery activities per the guidelines provided by the Court of International Trade and the US Customs and Border Protection,evolve.

There can be no assurance that we will obtain the required stockholder approvals, execute the ELOC on the terms described or at all. If we are unable to obtain sufficient funding, we may need to reduce or cease operations or pursue other strategic options.

During the year ended December 31, 2025, the Company raised approximately $0.66 million of net proceeds through sales of its Class A Common Stock under its “at the market” offering program (“ATM Program”). In January 2026, the Company sold the remaining shares available under the “at the market offering” program (“ATM Program”). In total, the Company sold 2,449,653408,276 shares of Class A Common Stock under the program for aggregate proceeds of approximately $4.6 million, after deducting sales agent commissions of $0.14 million but before offering expenses, thereby fully exhausting the capacity of the program.Theprogram. The proceeds were used for working capital and general operating purposes. See Note 11 – Stockholders’ Equity to the consolidated financial statements for additional information regarding the Company’s ATM program.

As of MarchJune 31,30, 2026, the aggregate outstanding obligation under this arrangement was $3.1$2.6 million, recorded as related party accounts payable on our consolidated balance sheet. This arrangement represents a form of short-term inventory financing and exposes us to material liquidity, cash flow, and operational risks.

Our significant accounting policies are discussed in the notes to the unaudited condensed consolidated financial statements and in Note 1 in the Company’s 20242025 Annual Report, which was filed with the SEC on MarchApril 28,15, 2025.2026. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective, or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain: