What changed in this filing

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Item 1. Financial Statements

2021-08-12 compared with 2021-05-13 · 949 added, 1213 removed, 185 unchanged (92% of the section changed)

Financial Statements

Consolidated Statements of Operations and Comprehensive Loss

the Three Months Ended March 31, 2021 and 2020

thousands, except share amounts)

Condensed Statements of Operations and Comprehensive Loss

the six months ended June 30, 2021 and 2020

thousands, except per share amounts)

Three Months Ended

Six Months Ended

Revenues, net

Cost of revenues

Operating expense:

General and administrative

and development

operating expense

from operations

Other income (expense):

Interest expense,

Other income,

(Loss) gain on

settlement of liabilities, net

in fair value of derivative liabilities

General and administrative expenses

Research and development

Total operating expense

Income (loss) from operations

Other income (expense):

loss before income taxes

dividends to Series B preferred shareholders

loss attributable to common stockholders

Comprehensive loss:

currency translation adjustment

Interest expense, net

Other income, net

Changes in fair value of derivative liabilities

(Loss) gain from settlements of liabilities

Total other income (expense)

Income (loss) before income taxes

Income tax expense

Fixed dividends - Series B Preferred

Deemed Contribution -Series B Preferred

Net loss attributable to common stockholders

Comprehensive loss:

common share –

basic and diluted

Weighted average

number of common shares outstanding –

basic and diluted

accompanying notes to unaudited condensed consolidated financial statements.

Consolidated Balance Sheets

of March 31, 2021 and December 31, 2020

thousands, except share amounts)

and cash equivalents

Accounts receivable

trade, net of allowances

net of reserves

expenses and other current assets

Foreign currency translation gain (loss)

Total comprehensive loss

Net loss per common share – basic and diluted

Weighted average number of common shares outstanding – basic and diluted

accompanying notes to unaudited consolidated condensed financial statements.

Condensed Balance Sheets

of June 30, 2021 and December 31, 2020

June 30, 2021

December 31, 2020

Current assets:

equipment, net of accumulated depreciation

Intangible assets,

net of accumulated amortization

LIABILITIES AND

STOCKHOLDERS’

Cash and cash equivalents

Accounts receivable – trade, net of allowances

Inventories, net of reserves

Prepaid expenses and other current assets

Total current assets

Property and equipment, net of accumulated depreciation

Intangible assets, net of accumulated amortization

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

and accrued expenses

Accounts payable

and accrued expenses –

related parties

Accounts payable and accrued expenses

Accounts payable and accrued expenses – related parties

Short-term debt

Earn-out payable

related party

Deferred revenues

Earn-out payable – related party

Deferred revenues – short-term

Derivative liabilities

short-term liabilities

current liabilities

Deferred revenues

Other short-term liabilities

Total current liabilities

Deferred revenues – long-term

Long-term debt

long-term liabilities

and contingencies (Note 13)

Mezzanine equity:

Preferred Series

Deferred tax liability

Other long-term liabilities

Total liabilities

Commitments and contingencies (Note 13)

Mezzanine equity:

Stockholders’

Preferred Series

A, $0.0001 par value, 50,000,000 shares authorized;

Preferred Series B

Preferred Series C

Total mezzanine equity

Stockholders’ equity:

Preferred stock, $ 0.0001 par value, 50,000,000 shares authorized;

167,972 and 167,972 shares issued and outstanding, respectively

Common stock, $0.0001

par value, 200,000,000 shares authorized;

Common stock, $ 0.0001 par value, 200,000,000 shares authorized;

59,102,072 and 53,343,518 Class A shares issued and outstanding, respectively

Additional paid-in

Additional paid-in capital

Accumulated deficit

other comprehensive income

stockholders’

liabilities and stockholders’

accompanying notes to unaudited condensed consolidated financial statements.

Condensed Statements of Changes in Stockholders’

Equity (Deficit)

the Three Months Ended March 31, 2021 and March 31, 2020

in thousands, except shares)

Subscriptions

Accumulated other comprehensive loss

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes to unaudited consolidated condensed financial statements.

Condensed Statements of Changes in Stockholders’ Equity

the three and six Months Ended June 30, 2021

Accumulated Other

Preferred Stock

Comprehensive

as of December 31, 2020

options exercised

of liabilities

of Restricted Shares

currency translation adjustment

dividends for preferred shareholders

as of March 31, 2021

Subscriptions

Balance as of December 31, 2020

Shares issued for:

Stock options exercised

In lieu of payment for services rendered

In lieu of payment for services rendered, shares

Conversion of accounts payable liabilities

Conversion of accounts payable liabilities, shares

Conversion of accounts payable liabilities

Conversion of debt obligations

Conversion of Restricted Shares

Warrants exercised

Stock compensation

Shares issued for Interactive Concepts acquisition

Shares issued for Interactive Concepts acquisition shares

Shares issued for Stemify acquisition

Shares issued for Stemify acquisition, shares

Public offering

Public offering , shares

Foreign currency translation adjustment

Deemed Contribution preferred Series B

Fixed dividends Preferred Series B

Balance as of March 31, 2021

Shares issued for:

Conversion of debt obligations

Conversion of Restricted Shares

Stock compensation

Shares issued for Interactive Concepts acquisition

Foreign currency translation income

Deemed Contribution - Preferred Series B

Fixed dividends - Preferred Series B

Balance as of June 30, 2021

accompanying notes to unaudited consolidated condensed financial statements.

Boxlight Corporation

Consolidated Condensed Statements of Changes in

Stockholders’ Equity

For the three and six Months Ended June 30, 2020

(in thousands)

Accumulated Other

Preferred Stock

Comprehensive

as of December 31, 2019

of liabilities

shared based payments

currency translation income

as of March 31, 2020

accompanying notes to unaudited condensed consolidated financial statements.

Consolidated Statements of Cash Flows

the Three Months Ended March 31, 2021 and 2020

Cash flows from operating activities:

Adjustments to reconcile

net loss to net cash (used) provided in operating activities:

Amortization of

debt discount and issuance cost

Bad debt expense

Loss (gain) on settlement

of liabilities

Change in allowance

for sales returns and volume rebate

Change in inventory

Change in deferred

tax assets and liabilities, net

Change in fair value

of derivative liabilities

Change in fair value

of earn-out payable

Balance as of December 31, 2019

Shares issued for:

interest payment on notes payable

Stock options exercised

In lieu of payment for services rendered

Conversion of accounts payable liabilities

Conversion of debt obligations

Conversion of Restricted Shares

Warrants exercised

Stock compensation

Other share-based

Depreciation and

Changes in operating

assets and liabilities:

Accounts receivable

Prepaid expenses

and other current assets

Accounts payable

and accrued expenses

Accounts payable

and accrued expenses - related parties

Other short-term

Foreign currency translation adjustment

Balance as of March 31, 2020

Shares issued for:

Conversion of accounts payable liabilities

Conversion of debt obligations

Conversion of Restricted Shares

Stock compensation

Shares issued for Stemify acquisition

Public offering

Foreign currency translation

Balance as of June 30, 2020

Condensed Statements of Cash Flows

the six Months Ended June 30, 2021 and 2020

Six Months Ended

June 30, 2021

June 30, 2020

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash (used) in operating activities:

Amortization of debt discount and issuance cost

Bad debt (recovery) expense

Loss (gain) on settlement of liabilities

Change in allowance for sales returns and volume rebate

Change in inventory reserve

Change in deferred tax assets and liabilities

Change in fair value of derivative liability

Change in fair value of earn-out payable

Shares issued for interest payment on notes payable

Stock compensation expense

Other share-based payments

Depreciation and amortization

Changes in operating assets and liabilities:

Accounts receivable – trade

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Warranty liability

Accounts payable and accrued expenses - related parties

Other short-term liabilities

Deferred revenues

Net cash used

in operating activities

Other liabilities

Net cash used in operating activities

Cash flows from investing activities:

Acquisition of Interactive Concepts (net of cash acquired)

of furniture and fixtures

used in investing activities

Business acquisitions (net of cash acquired)

Settlement of earn out obligations

Purchases of furniture and fixtures

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from short-term

Principal payments

on short-term debt

Proceeds from convertible

Proceeds from the

exercise of stock options and warrants

Net Proceeds from issuance of common stock

Proceeds from payment protection plan loan

Proceeds from short-term debt

Principal payments on short-term debt

Proceeds from convertible debt

Proceeds from the exercise of stock options and warrants

Debt issuance costs

of fixed dividends to Series B Preferred stockholders

Net cash (used

in) provided by financing activities

Effect of foreign

currency exchange rates

Net decrease in cash and cash equivalents

Cash and cash

equivalents, beginning of the period

Cash and cash

equivalents, end of the period

Payments of fixed dividends - Series B Preferred

Net cash (used in) provided by financing activities

Effect of foreign currency exchange rates

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of the period

Cash and cash equivalents, end of the period

Supplemental cash flow disclosures:

Cash paid for

Non-cash investment and financing transactions:

Cash paid for income taxes

Cash paid for interest

Non-cash investing and financing transactions:

Shares issued to settle accounts payable

issued for conversion of notes payable and accrued interest

Declared but unpaid fixed dividends

on Series B Preferred Stock

Deferred consideration for Interactive

accompanying notes to unaudited condensed consolidated financial statements.

to the Unaudited Condensed Consolidated Financial Statements

Shares issued for conversion of notes payable and accrued interest

Shares issued for Interactive Concepts acquisition

Exercise of warrants

Declared but unpaid fixed dividends - Series B Preferred

Deemed contribution - Series B Preferred

Deferred consideration for Interactive acquisition

Notes payable issued as consideration for acquisition of MyStemKit

accompanying notes to unaudited consolidated condensed financial statements.

to the Unaudited Consolidated Condensed Financial Statements

1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

COMPANY AND RECENT ACQUISITIVE GROWTH

Corporation (“Boxlight”) designs, produces and distributes interactive technology solutions to the education, corporate

and government markets under its Clevertouch and Mimio brands.

The Company’s solutions include interactive displays, collaboration

Corporation (“Boxlight”) designs, produces and distributes interactive technology solutions to the education, corporate and

government markets under its Clevertouch and Mimio brands.

The Company’s solutions include interactive displays, collaboration

software, supporting accessories and professional services.

March 23, 2021 the Company acquired Interactive Concepts BV, a Belgium company (“Interactive”) and a

distributor of interactive technologies.

On September 24, 2020, Boxlight acquired Sahara Presentation Systems PLC

(“Sahara”), a leader in distributed and manufactured AV solutions, headquartered in the United

March 23, 2021 the Company acquired Interactive Concepts BV, a Belgium company (“Interactive”) and a distributor of interactive

technologies.

On September 24, 2020, Boxlight acquired Sahara Presentation Systems PLC (“Sahara”), a leader in distributed

and manufactured AV solutions, headquartered in the United Kingdom.

OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

accompanying unaudited condensed consolidated financial statements include the accounts of Boxlight and its wholly-owned subsidiaries

(collectively, the “Company”).

All significant intercompany balances and transactions have been eliminated in consolidation.

accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”) for interim unaudited condensed consolidated

financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission

(“SEC”).

Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated

financial statements.

The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal

recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim

periods presented.

Interim results are not necessarily indicative of the results for the full year.

These unaudited condensed

consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company

for the year ended December 31, 2020 and notes thereto contained in the Company’s Annual Report on Form 10-K.

Certain information

and note disclosures normally included in the consolidated financial statements have been condensed or omitted.

The December 31,

2020 balance sheet included herein was derived from the audited consolidated financial statements, but does not include all disclosures,

including notes, required by GAAP for complete financial statements.

accompanying unaudited consolidated condensed financial statements and related notes have been prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”) for interim unaudited consolidated condensed financial

information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”).

Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated condensed financial statements.

The unaudited consolidated condensed financial statements reflect all adjustments (consisting of normal recurring adjustments) which

are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.

Interim results are

not necessarily indicative of the results for the full year.

These unaudited consolidated condensed financial statements should be read

in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2020 and notes thereto

contained in the Company’s Annual Report on Form 10-K.

Certain information and note disclosures normally included in consolidated

financial statements have been condensed.

The December 31, 2020 balance sheet included herein was derived from the audited consolidated

financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements.

AND ASSUMPTIONS

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

Note _ in the Notes to the Consolidated

Financial Statements for 2020 contained in the Annual Report describes the significant accounting policies that the Company used

in preparing our consolidated financial statements.

On an ongoing basis, The Company evaluates our estimates, including, but not

limited to, those related to revenue/reserves and allowances.

The Company bases estimates on historical experience and on various

other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments

about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results could differ

materially from these estimates under different assumptions or conditions.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and

the reported amounts of revenues and expenses during the reporting period.

Note 1 in the Notes to the Consolidated Financial Statements

for 2020 contained in the Annual Report on Form 10-K, filed with the SEC on March 31, 2021, describes the significant accounting policies

that the Company used in preparing our consolidated condensed financial statements.

On an ongoing basis, the Company evaluates our estimates,

including, but not limited to, those related to revenue/reserves and allowances.

The Company bases estimates on historical experience

and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for

making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results

could differ materially from these estimates under different assumptions or conditions.

VALUE OF FINANCIAL INSTRUMENTS

Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and

Due to the short-term nature of cash, accounts receivables and accounts payable, the carrying amounts of these assets and

liabilities approximate their fair value.

Debt approximates fair value due to either the short-term nature or recent execution

of the debt agreement.

The amount of consideration received is deemed to approximate the fair value of long-term debt net of any

debt discount and issuance cost.

value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction

between market participants.

A fair value hierarchy has been established for valuation inputs that gives the highest priority

to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

value hierarchy is as follows:

1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the

ability to access at the measurement date.

2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly

or indirectly.

These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical

or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the

asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived

principally from or corroborated by market data by correlation or other means.

3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and

unobservable (supported by little or no market activity).

Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt.

Due to the short-term nature of cash, accounts receivables and accounts payable, the carrying amounts of these assets and liabilities

approximate their fair value.

Debt approximates fair value due to either the short-term nature or recent execution of the debt agreement.

The amount of consideration received is deemed to approximate the fair value of long-term debt net of any debt discount and issuance

value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between

market participants.

A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices

in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The fair value hierarchy is as

1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability

to access at the measurement date.

2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or

These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or

similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or

liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from

or corroborated by market data by correlation or other means.

3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable

(supported by little or no market activity).

assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect

the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted

for at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands):

Derivative liabilities -

warrant instruments

Earn-out payable

related party

of December 31,

Derivative liabilities -

warrant instruments

Earn-out payable

related party

following table shows the change in the Company’s warrant instruments rollforward for the three months ended March 31, 2021:

The Company’s

assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of

the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for

at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 (in thousands):

SCHEDULE OF FINANCIAL LIABILITIES MEASURED ON A RECURRING BASIS

Value as of June 30,

Derivative liabilities - warrant instruments

Earn-out payable – related party

Value as of December 31,

Derivative liabilities - warrant instruments

Earn-out payable – related party

following table shows the change in the Company’s warrant instruments rollforward for the six months ended June 30, 2021:

SUMMARY OF WARRANT INSTRUMENTS ROLLFORWARD

(in thousands)

Balance, December 31, 2020

Exercise of warrants

fair value of derivative liabilities

Balance, March

following table shows the change in the Company’s earn-out payable rollforward for the three months ended March 31, 2021:

Change in fair value of derivative liabilities

Balance, June 30, 2021

following table shows the change in the Company’s earn-out payable rollforward for the six months ended June 30, 2021:

SCHEDULE OF EARN-OUT PAYABLE ROLLFORWARD

(in thousands)

Balance, December 31, 2020

fair value of earn-out payable

Balance, March

accordance with the FASB’s Accounting Standards Update (“ASU”) No.

Settlement of earn-out payable

Balance, June 30, 2021

accordance with the FASB’s Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers

1 unchanged sentence

is transferred to its customers.

Control is generally transferred when the Company has a present right to payment and the title,

and the significant risks and rewards of ownership of products or services are transferred to its customers.

Product revenue is derived

from the sale of projectors, interactive panels and related software and accessories to distributors, resellers, and end users.

revenue is derived from hardware maintenance services, product installation, training, software maintenance, and subscription services.

Control is generally transferred when the Company has a present right to payment and the title, and

the significant risks and rewards of ownership of products or services are transferred to its customers.

Product revenue is derived from

the sale of projectors, interactive panels and related software and accessories to distributors, resellers, and end users.

Service revenue

is derived from hardware maintenance services, product installation, training, software maintenance, and subscription services.

of Products and Services and Related Contractual Provisions

Company’s sales of interactive devices, including panels, projectors, and other interactive devices generally include hardware

maintenance services, a license to software, and the provision of related software maintenance.

In most cases, interactive devices

are sold with hardware maintenance services with terms of approximately 60 months.

Software maintenance includes technical support,

product updates on a when and if available basis, and error correction services.

At times, non-interactive projectors are also

In most cases, interactive devices are

sold with hardware maintenance services with terms of approximately 60 months.

The Company also licenses software independently

of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that

include access to on-line content, and cloud-based applications.

The Company’s software subscription services provide access

to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of

the software applications.

Company’s product sales, including those with software and related services, generally include a single payment up front

for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s

expectations and historical experience.

For most of the Company’s product sales, control transfers, and therefore, revenue

is recognized when products are shipped at the point of origin.

When the Company transfers control of its products to the customer

prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling

activities as a fulfillment cost rather than a performance obligation.

For many of the Company’s software product sales,

control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device

in advance of shipping.

For software product sales, control is transferred when the customer receives the related interactive

hardware since the customer’s connection to the interactive hardware activates the software license at which time the software

is made available to the customer.

For the Company’s software maintenance, hardware maintenance, and subscription services,

revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services

are transferred to the customer.

Company’s installation, training and professional development services are generally sold separately from the Company’s

Control of these services is transferred to our customers over time with hours/time incurred in providing the service

being the best depiction of the transfer of services since the customer is receiving the benefit of the services as the work is

the sale of third-party products and services where the Company obtains control of the products and services before transferring

it to the customer, the Company recognizes revenue based on the gross amount billed to customers.

The Company considers multiple

factors when determining whether it obtains control of the third-party products and services including, but not limited to, evaluating

if it can establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring

acceptability of the product or service.

The Company has not historically entered into transactions where it does not take control

of the product or service prior to transfer to the customer.

Software maintenance includes technical support, product

updates on a when and if available basis, and error correction services.

At times, non-interactive projectors are also sold with hardware

maintenance services with terms of approximately 60 months.

The Company also licenses software independently of its interactive devices,

in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content,

and cloud-based applications.

The Company’s software subscription services provide access to content and software applications

on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications.

Company’s product sales, including those with software and related services, generally include a single payment up front for the

products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and

historical experience.

For most of the Company’s product sales, control transfers, and therefore, revenue is recognized when products

are shipped at the point of origin.

When the Company transfers control of its products to the customer prior to the related shipping

and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather

than a performance obligation.

For many of the Company’s software product sales, control is transferred when shipped at the point

of origin since the software is installed on the interactive hardware device in advance of shipping.

For software product sales, control

is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware

activates the software license at which time the software is made available to the customer.

For the Company’s software maintenance,

hardware maintenance, and subscription services, revenue is recognized ratably over time as the services are provided since time is the

best output measure of how those services are transferred to the customer.

Company’s installation, training and professional development services are generally sold separately from the Company’s products.

Control of these services is transferred to our customers over time with hours/time incurred in providing the service being the best

depiction of the transfer of services since the customer is receiving the benefit of the services as the work is performed.

the sale of third-party products and services where the Company obtains control of the products and services before transferring it to

the customer, the Company recognizes revenue based on the gross amount billed to customers.

The Company considers multiple factors when

determining whether it obtains control of the third-party products and services including, but not limited to, evaluating if it can establish

the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability of the product

The Company has not historically entered into transactions where it does not take control of the product or service prior

to transfer to the customer.

Company excludes all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing

transaction from revenue (for example, sales and use taxes).

In essence, the Company is reporting these amounts collected on behalf

of the applicable government agency on a net basis as though they are acting as an agent.

The taxes collected and not yet remitted

to the governmental agency are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company

allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”).

The Company’s products and services included in its contracts with multiple performance obligations generally are not sold

separately and there are no observable prices available to determine the SSP for those products and services.

Since observable

prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the

performance obligations would be if they were sold regularly on a stand-alone basis.

The Company’s process for estimating

SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related

to each performance obligation including, when applicable, the estimated cost to provide the performance obligation, market trends

in the pricing for similar offerings, product-specific business objectives, and competitor or other relevant market pricing and

Because observable prices are generally not available for the Company’s performance obligations that are sold in

bundled arrangements, the Company does not apply the residual approach to determining SSP.

However, the Company does have certain

performance obligations for which pricing is highly variable or uncertain, and contracts with those performance obligations generally

contain multiple performance obligations with highly variable or uncertain pricing.

For these contracts the Company allocates

the transaction price to those performance obligations using an alternative method of allocation that is consistent with the allocation

objective and the guidance on determining SSPs in Topic 606 considering, when applicable, the estimated cost to provide the performance

obligation, market pricing for competing product or service offerings, residual values based on the estimated SSP for certain

goods, product-specific business objectives, incremental values for bundled transactions that include a service relative to similar

transactions that exclude the service, and competitor pricing and margins.

A separate price has not been established by the Company

for its hardware maintenance services and software maintenance services.

In addition, hardware maintenance services, software

solutions, and the related maintenance services are never sold separately and are proprietary in nature, and the related selling

price of these products and services is highly variable or uncertain.

In essence, the Company is reporting these amounts collected on behalf of

the applicable government agency on a net basis as though they are acting as an agent.

The taxes collected and not yet remitted to the

governmental agency are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

Financing Arrangements

a third-party leasing partner we provide financing programs that are designed to offer customers a variety of options to purchase interactive

technology solutions whereby customers enter into purchase agreements with us and a separate financing or leasing contract with a third-party

lender, who advances the proceeds from the sale to us upon contract execution and shipment of goods.

The sales to the customer are final

and the Company bears no risk of loss regarding subsequent payments.

contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates

revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”).

The Company’s

products and services included in its contracts with multiple performance obligations generally are not sold separately and there are

no observable prices available to determine the SSP for those products and services.

Since observable prices are not available, SSPs

are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if

they were sold regularly on a stand-alone basis.

The Company’s process for estimating SSPs without observable prices considers

multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, when

applicable, the estimated cost to provide the performance obligation, market trends in the pricing for similar offerings, product-specific

business objectives, and competitor or other relevant market pricing and margins.

Because observable prices are generally not available

for the Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach

to determining SSP.

However, the Company does have certain performance obligations for which pricing is highly variable or uncertain,

and contracts with those performance obligations generally contain multiple performance obligations with highly variable or uncertain

For these contracts the Company allocates the transaction price to those performance obligations using an alternative method

of allocation that is consistent with the allocation objective and the guidance on determining SSPs in Topic 606 considering, when applicable,

the estimated cost to provide the performance obligation, market pricing for competing product or service offerings, residual values

based on the estimated SSP for certain goods, product-specific business objectives, incremental values for bundled transactions that

include a service relative to similar transactions that exclude the service, and competitor pricing and margins.

A separate price has

not been established by the Company for its hardware maintenance services and software maintenance services.

In addition, hardware maintenance

services, software solutions, and the related maintenance services are never sold separately and are proprietary in nature, and the related

selling price of these products and services is highly variable or uncertain.

Therefore, the SSP of these products and services is estimated

using the alternative method described above, which includes residual value techniques.

Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that

are executed in the same manner, contain the same performance obligations, and are priced in a consistent manner.

believes that the application of the portfolio approach produces the same result as if they were applied at the contract level.

timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result

in receivables, contract assets, or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets.

Fees for the Company’s product and most service contracts are fixed, except as adjusted for rebate programs when applicable,

and are generally due within 30-60 days of contract execution.

Fees for installation, training, and professional development services

are fixed and generally become due as the services are performed.

The Company has an established history of collecting under the

terms of its contracts without providing refunds or concessions to its customers.

The Company’s contractual payment terms

do not vary when products are bundled with services that are provided over multiple years.

In these contracts where services are

expected to be transferred on an ongoing basis for several years after the related payment, the Company has determined that the

contracts generally do not include a significant financing component.

The upfront invoicing terms are designed 1) to provide customers

with a predictable way to purchase products and services where the payment is due in the same timeframe as when the products,

which constitute the predominant portion of the contractual value, are transferred, and 2) to ensure that the customer continues

to use the related services, so that the customer will receive the optimal benefit from the products over their lives.

Additionally,

the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at

contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed

Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that are executed

in the same manner, contain the same performance obligations, and are priced in a consistent manner.

The Company believes that the application

of the portfolio approach produces the same result as if they were applied at the contract level.

timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result in receivables,

contract assets, or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets.

Fees for the Company’s

product and most service contracts are fixed, except as adjusted for rebate programs when applicable, and are generally due within 30-60

days of contract execution.

Fees for installation, training, and professional development services are fixed and generally become due

as the services are performed.

The Company has an established history of collecting under the terms of its contracts without providing

refunds or concessions to its customers.

The Company’s contractual payment terms do not vary when products are bundled with services

that are provided over multiple years.

In these contracts where services are expected to be transferred on an ongoing basis for several

years after the related payment, the Company has determined that the contracts generally do not include a significant financing component.

The upfront invoicing terms are designed 1) to provide customers with a predictable way to purchase products and services where the payment

is due in the same timeframe as when the products, which constitute the predominant portion of the contractual value, are transferred,

and 2) to ensure that the customer continues to use the related services, so that the customer will receive the optimal benefit from

the products during the course of such product’s lifetime.

Additionally, the Company has elected the practical expedient to exclude

any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and

the timing of the related payment is not expected to exceed one year.

Company has an unconditional right to consideration for all products and services transferred to the customer.

That unconditional

right to consideration is reflected in accounts receivable in the accompanying consolidated balance sheets in accordance with

Contract liabilities are reflected in deferred revenue in the accompanying consolidated balance sheets and reflect

amounts allocated to performance obligations that have not yet been transferred to the customer related to software maintenance,

hardware maintenance, and subscription services.

The Company has no material contract assets on March 31, 2021 or December 31,

During the three months ended March 31, 2021 and March 31, 2020, the Company recognized $1.6 million and $0.9 million, respectively

of revenue that was included in the deferred revenue balance as of December 31, 2020 and December 31, 2019, respectively.

That unconditional right

to consideration is reflected in accounts receivable in the accompanying consolidated balance sheets in accordance with Topic 606.

liabilities are reflected in deferred revenue in the accompanying consolidated balance sheets and reflect amounts allocated to performance

obligations that have not yet been transferred to the customer related to software maintenance, hardware maintenance, and subscription

The Company has no material contract assets on June 30, 2021 or December 31, 2020.

During the six months ended June 30, 2021

and June 30, 2020, the Company recognized $ 1.5 million and $ 0.7 million, respectively of revenue that was included in the deferred revenue

balance as of December 31, 2020 and December 31, 2019, respectively.

Consideration

Company’s otherwise fixed consideration in its customer contracts may vary when refunds or credits are provided for sales

returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions.

generally does not allow product returns other than under assurance warranties or hardware maintenance contracts.

Company, on a case-by-case basis, will grant exceptions, mostly “buyer’s remorse”

where the distributor or reseller’s

end customer either did not understand what they were ordering, or determined that the product did not meet their needs.

for sales returns is estimated based on an analysis of historical trends.

In very limited situations, a customer may return previous

purchases held in inventory for a specified period of time in exchange for credits toward additional purchases.

The Company includes

variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable

there will not be a significant reversal.

These estimates are generally made using the expected value method based on historical

experience and are measured at each reporting date.

There was no material revenue recognized in Q1 of 2021 related to changes

in estimated variable consideration that existed at December 31, 2020.

Company’s otherwise fixed consideration in its customer contracts may vary when refunds or credits are provided for sales returns,

stock rotation rights, price protection provisions, or in connection with certain other rebate provisions.

The Company generally does

not allow product returns other than under assurance warranties or hardware maintenance contracts.

However, the Company, on a case-by-case

basis, will grant exceptions, mostly for “buyer’s remorse” where the distributor or reseller’s end customer either

did not understand what they were ordering or otherwise determined that the product did not meet their needs.

An allowance for

sales returns is estimated based on an analysis of historical trends.

In very limited situations, a customer may return previous purchases

held in inventory for a specified period of time in exchange for credits toward additional purchases.

The Company includes variable consideration

in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant

These estimates are generally made using the expected value method based on historical experience and are measured at each

reporting date.

There was no material revenue recognized in Q2 of 2021 related to changes in estimated variable consideration that existed

at December 31, 2020.

Performance Obligations

7 unchanged sentences

obligations represent the portion of the transaction price in a contract allocated to products and services not yet transferred to the

As of March 31, 2021 and December 31, 2020, the aggregate amount of the contractual transaction prices allocated to remaining

As of June 30, 2021 and December 31, 2020, the aggregate amount of the contractual transaction prices allocated to remaining

performance obligations was $ 18.5 million and $ 16.1 million, respectively.

The Company expects to recognize revenue on 27% of

the remaining performance obligations during the 2 nd thru 4 th quarters of 2021, 28% in 2022, 37% in 2023 and 2024,

with the remaining 8% recognized thereafter.

accordance with Topic 606, the Company has elected not to disclose the value of remaining performance obligations for contracts

for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (for example,

a time-and-materials professional services contracts).

In addition, the Company has elected not to disclose the value of remaining

performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over

a period that does not exceed one year.

The Company expects to recognize revenue on 16 % of the remaining

performance obligations during the 3 rd and 4 th quarters of 2021, 32 % in 2022, 41 % in 2023 and 2024, with the remaining

11 % recognized thereafter.

accordance with Topic 606, the Company has elected not to disclose the value of remaining performance obligations for contracts for which

the Company recognizes revenue at the amount to which it has the right to invoice for services performed (for example, a time-and-materials

professional services contracts).

In addition, the Company has elected not to disclose the value of remaining performance obligations

for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed

Disaggregated

9 unchanged sentences

are generally transferred over five years from the contract execution date as measured based upon the passage of time.

SCHEDULE OF DISAGGREGATES REVENUE

Three Months Ended

Six Months Ended

June 30, 2021

(in thousands)

June 30, 2020

(in thousands)

Product Revenues:

Service Revenues:

and Subscription Services

Professional Services

Maintenance and Subscription Services

Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs.

incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not

have otherwise incurred if the contract were not obtained (e.g.

a sales commission).

The Company capitalizes the costs incurred

to fulfill a contract only if those costs meet all the following criteria:

The incremental

costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred

if the contract were not obtained (e.g., a sales commission).

The Company capitalizes the costs incurred to fulfill a contract

only if those costs meet all the following criteria:

costs relate directly to a contract or to an anticipated contract that the Company can specifically identify.

costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance

obligations in the future.

costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations

in the future.

costs are expected to be recovered.

1 unchanged sentence

and amortized ratably over the estimated economic benefit period.

For these sales commissions that are incremental costs to obtain

where the period of amortization would be recognized over a period that is one year or less, the Company has elected the practical

expedient to expense those costs as incurred.

Commission costs that are deferred are classified as current or non-current assets

based on the timing of when the Company expects to recognize the expense and are included in prepaid and other assets and other

assets, respectively, in the accompanying condensed consolidated balance sheets.

Total deferred commissions at March 31, 2021

and December 31, 2020 and the related amortization for 2021 were less than $0.1 million.

No impairment losses were recognized

for the three months ended March 31, 2021 and 2020.

Company has not historically incurred any material fulfillment costs that meet the criteria for capitalization.

reviewed all material events through the date of these condensed consolidated financial statements were issued for subsequent

event disclosure consideration as described in Note 16.

For these sales commissions that are incremental costs to obtain where

the period of amortization would be recognized over a period that is one year or less, the Company has elected the practical expedient

to expense those costs as incurred.

Commission costs that are deferred are classified as current or non-current assets based on the timing

of when the Company expects to recognize the expense and are included in prepaid and other assets and other assets, respectively, in

the accompanying condensed consolidated balance sheets.

Total deferred commissions, net of accumulated amortization was $ 207 thousand

at June 30, 2021.

reviewed all material events through the date on which these consolidated condensed financial statements were issued for subsequent event

disclosure consideration as described in Note 15.

ACCOUNTING STANDARDS

February 2016, the FASB issued ASC 842 “Leases”

that creates new accounting and reporting guidelines for leasing arrangements.

The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to

the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases.

Under the previous guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily

depended on its classification as a finance or operating lease.

The new guidance also requires disclosures to help financial statement

users better understand the amount, timing, and uncertainty of cash flows arising from leases.

For Emerging Growth Companies,

the new standard is not effective until annual reporting periods beginning after December 15, 2021, including interim periods

within that reporting period.

Earlier application is permitted.

The Company is currently evaluating the impact of this new pronouncement

on its financial statements.

June 2016, the FASB issued ASU No.

2016-13, “Financial Instruments Credit Losses”

Measurement of Credit

Losses on Financial Instruments.

The new guidance replaces the incurred loss methodology with the current expected credit loss

(CECL) methodology.

The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured

at amortized cost, including trade accounts receivable.

It also applies to off-balance sheet credit exposures not accounted for

as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments

in leases recognized by a lessor in accordance with Topic 842.

This new guidance changes the impairment model for most financial

assets and certain other instruments.

Since the Company is an Emerging Growth Company, the ASU is not effective until fiscal years

beginning after December 15, 2022, and interim periods within that fiscal year.

The Company is currently evaluating the impact

that this standard will have, if any, on its financial statements.

May 2021, the FASB issued ASU No.

2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding

Equity-Classified Written Call Options .” The FASB issued this update to clarify and reduce diversity in an issuer’s accounting

for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified

after modification or exchange.

The amendments in this will be effective for all entities for fiscal years beginning after

December 15, 2021, including interim periods within those fiscal years.

An entity should apply the amendments prospectively to modifications

or exchanges occurring on or after the effective date of the amendments.

Early adoption is permitted for all entities, including adoption

in an interim period.

The Company is currently evaluating the impact that this standard will have on its financial statements.

August 2020, the FASB issued ASU No.

2020-06, “ Accounting for Convertible Instruments and Contracts in an Entity’s Own

Equity .” The new guidance simplifies the accounting for certain convertible instruments and for contracts in an entity’s

Key provisions include the elimination of the “cash conversion” guidance and the “beneficial conversion

feature” guidance in ASC 470-20 as well as a simplification of the settlement assessment that entities are required to perform

to determine whether a contract qualifies for equity classification by removing certain conditions in ASC 815-40-25.

Since the Company

is an Emerging Growth Company, the ASU is not effective until annual reporting periods beginning after December 15, 2023.

Earlier application

is permitted.

The Company is currently evaluating the impact that this standard will have on its financial statements, and whether it

will adopt the new standard earlier than January 2024.

December 2019, the FASB issued ASU No.

2019-12, “Income Taxes”

2019-12, “Income Taxes” (Topic 740).

The new guidance modifies the requirements

for the timing of adoption of enacted changes in tax law.

The effects of changes on taxes currently payable or refundable for

the current year must be reflected in the computation of the annual effective tax rate.

Since the Company is an Emerging Growth

Company, the ASU is not effective until fiscal years beginning after December 15, 2021, and interim periods within fiscal years

beginning after December 15, 2022.

The effects of changes on taxes currently payable or refundable for the current

year must be reflected in the computation of the annual effective tax rate.

Since the Company is an Emerging Growth Company, the ASU

is not effective until fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December

Early adoption is permitted.

The Company is currently evaluating the impact that this standard

will have, if any, on its financial statements.

August 2020, the FASB issued ASU No.

2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity.”

The new guidance simplifies the accounting for certain convertible instruments and for contracts in an entity’s

Key provisions include the elimination of the “cash conversion”

guidance and the “beneficial conversion

feature”

guidance in ASC 470-20 as well as a simplification of the settlement assessment that entities are required to perform

to determine whether a contract qualifies for equity classification by removing certain conditions in ASC 815-40-25.

Company is an Emerging Growth Company, the ASU is not effective until annual reporting periods beginning after December 15, 2023.

June 2016, the FASB issued ASU No.

2016-13, “ Financial Instruments Credit Losses” (Topic 326):

Measurement of Credit Losses

on Financial Instruments.” The new guidance replaces the incurred loss methodology with the current expected credit loss (CECL)

The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized

cost, including trade accounts receivable.

It also applies to off-balance sheet credit exposures not accounted for as insurance (loan

commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized

by a lessor in accordance with Topic 842.

This new guidance changes the impairment model for most financial assets and certain other

Since the Company is an Emerging Growth Company, the ASU is not effective until fiscal years beginning after December 15,

2022, and interim periods within that fiscal year.

The Company continues to evaluate the impact that this standard will have, if any,

on its financial statements.

February 2016, the FASB issued ASC 842 “ Leases ” that creates new accounting and reporting guidelines for leasing arrangements.

The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights

and obligations created by those leases, regardless of whether they are classified as finance or operating leases.

Under the previous

guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily depended on its classification

as a finance or operating lease.

The new guidance also requires disclosures to help financial statement users better understand the amount,

timing, and uncertainty of cash flows arising from leases.

For Emerging Growth Companies, the new standard is not effective until annual

reporting periods beginning after December 15, 2021, including interim periods within that reporting period.

Earlier application is permitted.

The Company is currently evaluating the impact that this standard will have on its financial

were various other accounting standards and interpretations issued recently, some of which although applicable, are expected to

a have a material impact on our financial position, operations or cash flows.

were various other accounting standards and interpretations issued recently, some of which although applicable, are expected to a have

a material impact on our financial position, operations, or cash flows.

2 – RECENT BUSINESS ACQUISITION

March 23, 2021 the Company acquired 100% of the outstanding shares of Interactive Concepts BV, a company incorporated and

registered in Belgium and a distributor of interactive technologies (“Interactive”), for total consideration of

approximately $3.3 million in cash, common stock and deferred consideration.

The company has been Boxlight’s key

distributor in Belgium and Luxembourg.

valuation of intangible assets acquired was not final at the date these condensed consolidated financial statements were issued.

Amounts recorded for acquired intangibles and goodwill are provisional.

The finalization of the valuation of certain acquired

intangibles may result in measurement period adjustments to the fair value of customer relationships and intangibles and corresponding

changes to the carrying value of goodwill.

As a result of the eight-day period between the acquisition date and March 31, 2021,

such adjustments are not expected to materially affect prospective amortization, which will be calculated as if the accounting

had been completed at the acquisition date, or have other material effects on the reported results of operations or cash flows.

following table summarizes the preliminary estimated fair values of the net assets acquired and liabilities assumed, and the estimate

March 23, 2021 the Company acquired 100 % of the outstanding shares of Interactive Concepts BV, a company incorporated and registered

in Belgium and a distributor of interactive technologies (“Interactive”), for total consideration of approximately $ 3.3 million

in cash, common stock and deferred consideration.

The company has been Boxlight’s key distributor in Belgium and Luxembourg.

following table summarizes the estimated acquisition date fair values of the net assets acquired and liabilities assumed, and the estimate

of the fair value of consideration paid:

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

(in thousands)

1 unchanged sentence

Accounts receivable

Property and equipment

Total assets acquired

Accounts payable and accrued expenses

Deferred tax liability

Total liabilities

Total liabilities assumed

Net tangible assets acquired

1 unchanged sentence

Customer relationships

Total intangible assets subject to

assets acquired

Total intangible assets subject to amortization

Total net assets acquired

Consideration paid:

Deferred cash consideration

Common shares

Total consideration

Common shares issued

Total consideration paid

Presentation Systems PLC

September 24, 2020, the Company acquired 100% of the outstanding shares of Sahara Holdings Limited, a private limited company

operating under the laws of the UK and all of its subsidiaries, including Sahara Presentation Systems PLC (collectively, “Sahara”).

Sahara is a distributor of audio and video software and equipment including the Clevertouch branded product line of interactive

touch screens.

This strategic acquisition expanded the Company’s geographic footprint, industry verticals served, and enhanced

the Company’s technology and product offerings.

consideration for the purchase of Sahara, the Company transferred $73.7 million to the Sellers, including $44.9 million in cash

(net of $6.0 million in cash acquired) and $28.9 million in convertible preferred stock.

The convertible preferred stock was comprised

of 1,586,620 shares of Series B convertible redeemable preferred stock (the “Series B Preferred Stock”) and 1,320,850

shares of Series C convertible redeemable preferred stock (the “Series C Preferred Stock”).

The fair value of the

preferred shares issued was $16.5 million and $12.4 million for the Series B Preferred Stock and Series C Preferred Stock, respectively.

See further discussion of the features of the preferred shares in Note 10.

On March 24, 2021 the Company entered into a

share redemption and conversion agreement with the former shareholders of Sahara Presentation Systems PLC (“Sahara”) who

together own approximately 96% of our Series B and Series C preferred stock.

Under the terms of the agreement, we agreed to redeem

and purchase from such preferred stockholders on or before June 30, 2021 all of the shares of Series B preferred stock for

£11.5 million (or approximately $15.9 million) being the stated or liquidation value of the Series B preferred stock plus (b)

accrued dividends from January 1, 2021 to the date of purchase.

In addition, the holders of 96% of the Series C preferred stock

agreed to convert those shares into 7,.6 million shares of our Class A Common Stock at a conversion price of $1.66 per share.

event for any reason, we do not complete the conversion and redemption by June 30, 2021, and the Sahara shareholders do not agree to

an extension, the agreement will terminate without liability by any party.

consideration transferred to the selling shareholders along with the assets acquired and liabilities assumed were recorded at

their estimated fair values at the acquisition date.

The excess consideration over the net fair values of the assets acquired

and liabilities assumed was recognized as goodwill.

fair value of the deferred revenue at the date of acquisition was determined based on the estimated direct and incremental costs

to fulfill the remaining performance obligations associated with the deferred revenue, plus a reasonable profit margin.

the carrying amount of deferred revenue at the acquisition date was reduced to its estimated fair value based on the assumptions

above which has resulted in and will result in a reduction in revenue that otherwise would have been recognized in periods subsequent

to the acquisition date.

following table summarizes the estimated fair values of the net assets acquired and liabilities assumed, and the estimate of the

fair value of consideration paid:

September 24, 2020, the Company acquired 100 % of the outstanding shares of Sahara Holdings Limited, a private limited company operating

under the laws of the UK and all of its subsidiaries, including Sahara Presentation Systems PLC (collectively, “Sahara”).

Sahara is a distributor of audio and video software and equipment including the Clevertouch branded product line of interactive touch

This strategic acquisition expanded the Company’s geographic footprint, industry verticals served, and enhanced the Company’s

technology and product offerings.

consideration for the purchase of Sahara, the Company transferred GBP 74.0 million (approximately USD $ 94.9 million) in the form of GBP

52.0 million (approximately USD $ 66.7 million) in cash and GBP 22.0 million (approximately USD $ 28.2 million) in our Series B convertible

preferred stock and our Series C convertible preferred stock.

The convertible preferred stock was comprised of 1,586,620 shares of Series

B convertible redeemable preferred stock (the “Series B Preferred Stock”) and 1,320,850 shares of Series C convertible redeemable

preferred stock (the “Series C Preferred Stock”).

The fair value of the preferred shares issued was $ 16.5 million and $ 12.4

million for the Series B Preferred Stock and Series C Preferred Stock, respectively.

See further discussion of the features of the preferred

shares in Note 10.

consideration transferred to the selling shareholders along with the assets acquired and liabilities assumed were recorded at their estimated

fair values at the acquisition date.

The excess consideration over the net fair values of the assets acquired and liabilities assumed

was recognized as goodwill.

fair value of the deferred revenue at the date of acquisition was determined based on the estimated direct and incremental costs to fulfill

the remaining performance obligations associated with the deferred revenue, plus a reasonable profit margin.

Accordingly, the carrying

amount of deferred revenue at the acquisition date was reduced to its estimated fair value based on the assumptions above which has resulted

in and will result in a reduction in revenue that otherwise would have been recognized in periods subsequent to the acquisition date.

following table summarizes the estimated fair values of the net assets acquired and liabilities assumed, and the estimate of the fair

value of consideration paid:

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

(in thousands)

1 unchanged sentence

Accounts receivable

Prepaid expenses and other current

Prepaid expenses and other current assets

Property and equipment

Total assets acquired

Accounts payable and accrued expenses

2 unchanged sentences

Other liabilities

Total liabilities

Total liabilities assumed

Net tangible assets acquired

1 unchanged sentence

Customer relationships

Total intangible assets subject to

assets acquired

Total intangible assets subject to amortization

Total net assets acquired

Consideration paid:

shares issued

Total consideration

results of operations of Sahara since the acquisition are included in the Condensed Consolidated Statement of Operations and Comprehensive

Loss for the three months ended March 31, 2021.

Revenue and net income attributable to Sahara for the 1 st quarter of

2021 were $22.8 million and $2.0 million, respectively.

Preferred shares issued

Total consideration paid

results of operations of Sahara following the acquisition are included in the Condensed Consolidated Statement of Operations and Comprehensive

Loss for the six months ended June 30, 2021.

Forma Financial Results

following unaudited pro forma information reflects our consolidated results of operations for the three months ending March 31, 2020

following unaudited pro forma information reflects our consolidated results of operations for the three and six months ending June 30,

2020 as if the acquisition of Sahara had taken place on January 1, 2020.

The unaudited pro forma information is not necessarily

indicative of the results of operations that the Company would have reported had the acquisition actually occurred at the beginning of

these periods nor is it necessarily indicative of future results.

The unaudited pro forma financial information does not reflect the

impact of future events that may occur after the acquisition, including, but not limited to, anticipated costs savings from synergies

or other operational improvements.

The nature and amount of any material, nonrecurring pro forma adjustments directly attributable to

the business combination are included in the pro forma revenue and net earnings reflected below.

Quarter ended March 31, 2020

The unaudited pro forma information is not necessarily indicative

of the results of operations that the Company would have reported had the acquisition actually occurred at the beginning of these periods

nor is it necessarily indicative of future results.

The unaudited pro forma financial information does not reflect the impact of future

events that may occur after the acquisition, including, but not limited to, anticipated costs savings from synergies or other operational

improvements.

The nature and amount of any material, nonrecurring pro forma adjustments directly attributable to the business combination

are included in the pro forma revenue and net earnings reflected below.

SCHEDULE OF PRO FORMA INFORMATION

Three months ended June 30, 2020

(Unaudited) in thousands As Reported

2 unchanged sentences

Net loss attributable to common shareholders

Six months ended June 30, 2020

(Unaudited) in thousands As Reported

(Unaudited) in thousands Proforma

Revenues, net

Net loss attributable to common shareholders

3 – ACCOUNTS RECEIVABLE - TRADE

receivable consisted of the following at March 31, 2021 and December 31, 2020 (in thousands):

Accounts receivable –

receivable consisted of the following at June 30, 2021 and December 31, 2020 (in thousands):

SCHEDULE OF ACCOUNTS RECEIVABLE - TRADE

Accounts receivable – trade

Allowance for doubtful accounts

for sales returns and volume rebates

Accounts receivable

- trade, net of allowances

consisted of the following at March 31, 2021 and December 31, 2020 (in thousands):

Allowance for sales returns and volume rebates

Accounts receivable - trade, net of allowances

4 – INVENTORIES

are stated at the lower of cost or net realizable value and include spare parts and finished goods.

Inventories are primarily determined

using specific identification and the first-in, first-out (“FIFO”) cost methods.

Cost includes direct cost from the Current

Manufacturer (“CM”) or Original Equipment Manufacturer (“OEM”), plus material overhead related to the purchase,

inbound freight and import duty costs.

consisted of the following at June 30, 2021 and December 31, 2020 (in thousands):

SCHEDULE OF INVENTORIES

Finished goods

Reserve for inventory

Reserve for inventory obsolescence

Inventories, net

5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

expenses and other current assets consisted of the following at March 31, 2021 and December 31, 2020 (in thousands):

expenses and other current assets consisted of the following at June 30, 2021 and December 31, 2020 (in thousands):

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepayments to vendors

1 unchanged sentence

Unbilled revenue

Prepaid expenses

and other current assets

Prepaid expenses and other current assets

6 – INTANGIBLE ASSETS

assets consisted of the following at March 31, 2021 and December 31, 2020 (in thousands):

assets consisted of the following at June 30, 2021 and December 31, 2020 (in thousands):

SCHEDULE OF INTANGIBLE ASSETS

Customer relationships

10 - 15 years

Intangible assets, at cost

assets, net of accumulated amortization

the three months ended March 31, 2021 and 2020, the Company recorded amortization expense of $1.7 million and $215 thousand, respectively.

following is a summary of our debt on March 31, 2021 and December 31, 2020 (in thousands):

Note payable –

Accumulated amortization

Intangible assets, net of accumulated amortization

the six months ended June 30, 2021 and 2020, the Company recorded amortization expense of $ 3.5 million and $ 431 thousand, respectively.

following is a summary of our debt as of June 30, 2021 and December 31, 2020:

SCHEDULE OF DEBT

Debt – Third Parties

Note payable – Lind Global

Paycheck Protection Program

Accounts receivable financing –

Sallyport Commercial

STEM Education Holdings

Discount and issuance cost

portion of debt

Accounts receivable financing – Sallyport Commercial

Note payable – STEM Education Holdings

Discount and issuance cost – Lind Global

Current portion of debt

Long-term debt

Total debt (net of discount)

- Third Parties:

1 unchanged sentence

February 4, 2020, the Company and Lind Global Macro Fund L.P.

(“Lind”) entered into a second securities purchase

agreement pursuant to which the Company received $750 thousand in exchange for the issuance to Lind of (1) $825 thousand convertible

promissory note, payable at an 8% interest rate, compounded monthly, (2) certain shares of restricted Class A common stock valued

at $60 thousand, calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended

February 4, 2020, and (3) a commitment fee of $26.25 thousand.

The Note matures over 24 months, with repayment that commenced

on August 4, 2020, after which time the Company is obligated to make monthly payments of $45,833 thousand plus interest.

accrued during the first six months of the note, after which time the interest payments, including accrued interest is payable

monthly in either conversion shares or in cash.

The commitment fee in the amount of $26 thousand was paid to Lind, along with

legal fees in the amount of $15 thousand.

The Company paid Lind $60 thousand for closing fees by issuing 44,557 shares of Class

A common stock.

September 21, 2020, the Company and Lind Global Asset Management, LLC (“Lind Global”) entered into a securities

purchase agreement (the “Lind SPA”) pursuant to which the Company received $20.0 million in exchange for the issuance

to Lind of (1) a $22.0 million convertible promissory note, payable at a 4% interest rate, compounded monthly, (2) 310,399 shares of

restricted Class A common stock valued at $900 thousand, calculated based on the 20-day volume average weighted price of the Class A

common stock for the period ended September 21, 2020, and (3) a commitment fee of $400 thousand.

The Note matures over 24 months, with

repayment commencing on November 22, 2020, after which time the Company became obligated to make monthly payments of $1.0 million, plus

Interest accrued during the first two months of the note, after which time the interest payments, including accrued interest

is payable monthly in either conversion shares or in cash.

The commitment fee in the amount of $400 thousand was paid to Lind Global,

along with legal fees in the amount of $20 thousand.

The Company paid Lind $500 thousand for closing fees by issuing 310,399 shares of

Class A common stock.

the three months ended March 31, 2021, the Company repaid principal of $3.63 million and interest of $204 thousand by issuing

2.25 million shares Class A common stock with an aggregate value of $5.96 million to Lind and recognized a $2.2 million loss.

(“Lind”) entered into a second securities purchase agreement

pursuant to which the Company received $ 750 thousand in exchange for the issuance to Lind of (1) $ 825 thousand convertible promissory

note, payable at an 8 % interest rate, compounded monthly, (2) certain shares of restricted Class A common stock valued at $ 60 thousand,

calculated based on the 20-day volume average weighted price of the Class A common stock for the period ended February 4, 2020, and (3)

a commitment fee of $ 26.25 thousand.

The Note matures over 24 months, with repayment that commenced on August 4, 2020, after which time

the Company is obligated to make monthly payments of $45,833 thousand plus interest.

Interest accrued during the first six months of

the note, after which time the interest payments, including accrued interest is payable monthly in either conversion shares or in cash.

A commitment fee in the amount of $26 thousand was paid to Lind, along with legal fees in the amount of $ 15 thousand.

The Company paid

Lind $ 60 thousand for closing fees by issuing 44,557 shares of restricted Class A common stock.

September 21, 2020, the Company and Lind Global Asset Management, LLC (“Lind Global”) entered into a securities purchase

agreement (the “Lind SPA”) pursuant to which the Company received $ 20.0 million in exchange for the issuance to Lind of (1)

a $ 22.0 million convertible promissory note, payable at a 4 % interest rate, compounded monthly, (2) 310,399 shares of restricted Class

A common stock valued at $900 thousand, calculated based on the 20-day volume average weighted price of the Class A common stock for

the period ended September 21, 2020, and (3) a commitment fee of $ 400 thousand.

The Note matures over 24 months, with repayment commencing

on November 22, 2020, after which time the Company became obligated to make monthly payments of $ 1.0 million, plus interest.

accrued during the first two months of the note, after which time the interest payments, including accrued interest is payable monthly

in either conversion shares or in cash.

The commitment fee in the amount of $400 thousand was paid to Lind Global, along with legal fees

in the amount of $ 20 thousand.

The Company paid Lind $ 500 thousand for closing fees by issuing 310,399 shares of Class A common stock.

The shares of Class A common stock issuable to Lind under the Note are registered pursuant to our effective shelf registration statement

the six months ended June 30, 2021, the Company repaid combined principal of $ 6.8

million and interest of $ 373

thousand to Lind and Lind Global by issuing a

million shares Class A common stock with an aggregate

value of $ 9.9

million to Lind and recognized a $ 2.7

million loss.

Protection Program Loan

May 22, 2020, the Company received loan proceeds of $1.09 million under the Paycheck Protection Program (“PPP”) established

as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”).

The loans and accrued interest received

under the PPP are forgivable to the extent borrowers use the loan proceeds for eligible purposes, including payroll, benefits,

rent and utilities, and maintains their payroll levels during the designated period prior to which the PPP would otherwise be

The Company used the proceeds for purposes consistent with the PPP.

During 2020, the Company applied for forgiveness

in the amount of $837 thousand of the original PPP loan and is presently awaiting a decision from the Small Business Administration.

The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the

first six months.

May 22, 2020, the Company received loan proceeds of $ 1.09 million under the Paycheck Protection Program (“PPP”) established

as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”).

The loans and accrued interest received under

the PPP are forgivable to the extent borrowers use the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities,

and maintains their payroll levels during the designated period prior to which the PPP would otherwise be repayable.

The Company used

the proceeds for purposes consistent with the PPP.

During 2020, the Company applied for forgiveness in the amount of $ 837 thousand of

the original PPP loan and is presently still awaiting a decision from the Small Business Administration.

The unforgiven portion of the

PPP loan is payable over two years at an interest rate of 1 % , with a deferral of payments for the first six months.

Display, Inc .

June 22, 2020, the Company entered into an agreement with Everest Display, Inc., a Taiwan corporation (“EDI”), and

EDI’s subsidiary, AMAGIC Holographics, Inc., a California corporation (“AMAGIC”), effective June 11, 2020, pursuant

to which $1,000,000 in accounts payable owed by the Company to EDI was settled in exchange for the Company’s issuance of

869,565 shares (the “Shares”) of its Class A common stock to AMAGIC at a $1.15 per share purchase price.

were issued to AMAGIC pursuant to an exemption from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of

the Securities Act of 1933, as amended.

Receivable Financing –

Sallyport Commercial Finance

June 22, 2020, the Company entered into an agreement with Everest Display, Inc., a Taiwan corporation (“EDI”), and EDI’s

subsidiary, AMAGIC Holographics, Inc., a California corporation (“AMAGIC”), effective June 11, 2020, pursuant to which $ 1,000,000

in accounts payable owed by the Company to EDI was settled in exchange for the Company’s issuance of 869,565 shares (the “Shares”)

of its Class A common stock to AMAGIC at a $ 1.15 per share purchase price.

The Shares were issued to AMAGIC pursuant to an exemption

from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

January 26, 2021, the Company entered into an agreement with EDI and EDI’s subsidiary, AMAGIC, pursuant to which $ 1,983,436 in

accounts payable owed by the Company to EDI was settled in exchange for the Company’s issuance of 793,375 shares (the “2021

Shares”) of its Class A common stock to AMAGIC at a $ 2.50 per share purchase price.

The 2021 Shares were issued to AMAGIC pursuant

to an exemption from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities Act.

Receivable Financing – Sallyport Commercial Finance

September 30, 2020, Boxlight Inc., and EOS EDU LLC.

entered into a 12-month term asset-based lending agreement with Sallyport

Commercial Finance, LLC (“Sallyport”).

Pursuant to the agreement, Sallyport agreed to purchase 90% of the eligible

accounts receivable of the Company with a right of recourse back to the Company if the receivables are not collectible.

This agreement

requires a minimum monthly sales volume of $1,250,000 with a maximum facility limit of $8,000,000.

Advances against this agreement

accrue interest at the rate of 3.50% in excess of the highest prime rate publicly announced from time to time with a floor of

entered into an asset-based lending agreement with Sallyport Commercial Finance,

LLC (“Sallyport”), which agreement has a 12-month term (the “Term”).

Pursuant to the agreement, Sallyport agreed

to purchase 90% of the eligible accounts receivable of the Company during the Term with a right of recourse back to the Company if the

receivables are not collectible.

This agreement requires a minimum monthly sales volume of $ 1,250,000 with a maximum facility limit of

$ 8,000,000 .

Advances against this agreement accrue interest at the rate of 3.50 % in excess of the highest prime rate publicly announced

from time to time with a floor of 3.25 % .

In addition, the Company is required to pay a daily audit fee of $ 950 per day.

The Company granted Sallyport a security

interest in all of the assets of Boxlight Inc.

The Company granted

Sallyport a security interest in all of the assets of Boxlight Inc.

and Genesis Collaboration, LLC.

July 20, 2021, Boxlight and Sallyport amended the Accounts Receivable Agreement (the “ARC Amendment”) for purposes of increasing

the Maximum Facility Limit Amount to $ 13,000,000 ,

as well as increasing the minimum monthly sales from $ 1,250,000

to $ 3,000,000 .

In exchange for entry into the ARC Amendment, Boxlight agreed to a fee of $ 50,000 ,

representing one percent of the increased Maximum Facility Limit Amount.

Other terms of the Accounts Receivable Agreement remain unchanged.

On August 6, 2021, Boxlight and Sallyport entered into an additional amendment of the Accounts Receivable Agreement (the “Second

ARC Amendment”), which further increased the Maximum Facility Limit Amount to $ 15,000,000 .

In exchange for entry into the Second

ARC Amendment, Boxlight agreed to a fee of $ 20,000 , representing one percent of the increased Maximum Facility Limit Amount.

of the Accounts Receivable Agreement remain unchanged.

8 – DERIVATIVE LIABILITIES

1 unchanged sentence

due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company.

Conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future.

Such warrants are

measured at fair value at each reporting date, and the changes in fair value are included in determining net income (loss) for

In determining the fair value of the derivative liabilities, the Company used the Black-Scholes option pricing model

at March 31, 2021 and December 31, 2020:

Common stock issuable

upon exercise of warrants

Market value of common stock on measurement

Exercise price

Risk free interest rate (1)

Expected life in years

Expected volatility (2)

Expected dividend yields (3)

Common stock issuable

upon exercise of warrants

Market value of common stock on measurement

and exercise prices may be lowered if the Company issues securities at lower prices in the future.

Such warrants are measured at fair

value at each reporting date, and the changes in fair value are included in determining net income (loss) for the period.

In determining

the fair value of the derivative liabilities, the Company used the Black-Scholes option pricing model at June 30, 2021 and December 31,

SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES

June 30, 2021

Common stock issuable upon exercise of warrants

Market value of common stock on measurement date

Exercise price

3 unchanged sentences

Expected dividend yields (3)

stock issuable upon exercise of warrants

value of common stock on measurement date

free interest rate (1)

life in years

volatility (2)

dividend yields (3)

risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date.

expected volatility was determined by calculating the volatility of the Company’s peers’

common stock.

expected volatility was determined by calculating the volatility of the Company’s common stock.

Company does not expect to pay a dividend in the foreseeable future.

following table shows the change in the Company’s derivative liabilities rollforward for the three months ended March 31,

2021 and 2020 (in thousands):

Balance, December 31,

fair value of derivative liabilities

Balance, March

following table shows the change in the Company’s derivative liabilities rollforward for the six months ended June 30, 2021 and

2020 (in thousands):

SCHEDULE OF CHANGE IN DERIVATIVE LIABILITIES

Balance, December 31, 2020

Exercise of warrants

fair value of derivative liabilities

Balance, March

Change in fair value of derivative liabilities

Balance, June 30, 2021

Balance, December 31, 2019

Change in fair value of derivative liabilities

Balance, June 30, 2020

change in fair value of derivative liabilities includes losses from exercise price modifications.

loss resulting from domestic and foreign operations is as follows (in thousands):

Months Ended March, 31

9 – INCOME TAXES

(loss) income resulting from domestic and foreign operations is as follows (in thousands):

SCHEDULE OF PRETAX INCOME (LOSS)

Three Months Ended

United States

pretax book loss

Company recorded income tax expense of $21 thousand for the three months ended March 31, 2021.

Total pretax book income, (loss)

Six Months Ended

United States

Total pretax book loss

Company recorded income tax expense of $ 2.52

million and $ 2.54

million for the three and six months ended June

30, 2021, respectively.

The company recorded a significant tax impact of $ 2.2

million this quarter to reflect a discrete event

directly pertaining to the tax impact on our UK deferred tax liability associated with the intangible assets acquired as part

of the Sahara business combination, and the effect of a recent UK rate income tax rate change.

Finance Bill 2021 (“the

Bill”) provides for an increase in the UK statutory tax rate to 25 %

for taxpayers with profits over £ 250 K

beginning April 1, 2023.

We expect this rate to apply to the earnings of our Sahara operations in the UK.

The Bill received Royal Assent

on June 10, 2021, and it is considered enacted on that date under U.S.

As such, we must reflect the tax impact as a discrete event

in our second quarter results.

The year-to-date effective tax rate is 6.94 %

and is relatively low due to the effect of net operating loss carryforwards associated with our legacy operations in the U.S.

Company operates in the United States, United Kingdom, and other jurisdictions.

Income taxes have been provided based upon the

tax laws and rates of the countries in which operations are conducted and income is earned.

to the Sahara acquisition, the Company had a net deferred tax asset position in the United States, the United Kingdom, and other

jurisdictions, primarily driven by the aforementioned net operating losses.

The recoverability of these deferred tax assets depends

on the Company’s ability to generate taxable income in the jurisdiction to which the carryforward applies.

The Company also

depends on specific tax provisions in each jurisdiction that could impact utilization.

The Company has evaluated both positive

and negative evidence as to the ability of its legacy entities in each jurisdiction to generate future taxable income.

its long history of cumulative losses in those jurisdictions, we believe it is appropriate to maintain a full valuation

allowance on the Company’s net deferred tax asset at March 31, 2021 and December 31, 2020.

to the Sahara acquisition, the Company has recognized a net deferred tax liability for the acquired entities, primarily driven

by acquired intangible assets for which it does not have tax basis in the jurisdictions in which operates (primarily the United

Kingdom, the Netherlands, and the United States).

Income taxes have been provided based upon the tax laws

and rates of the countries in which operations are conducted and income is earned.

to the Sahara acquisition, the Company had a net deferred tax asset position in the United States, the United Kingdom, and other jurisdictions,

primarily driven by net operating losses.

The recoverability of these deferred tax assets depends on the Company’s ability to generate

taxable income in the jurisdiction to which the loss carryforward applies.

The Company also depends on specific tax provisions in each

jurisdiction that could impact utilization.

The Company has evaluated both positive and negative evidence as to the ability of its legacy

entities in each jurisdiction to generate future taxable income.

Based on its history of cumulative losses in those jurisdictions, we

believe it is appropriate to maintain a full valuation allowance on the Company’s net deferred tax asset at June 30, 2021 and December

to the Sahara and Interactive Concepts acquisitions, the Company has recognized a net deferred tax liability for the acquired entities,

primarily driven by acquired intangible assets for which it does not have tax basis in the jurisdictions in which operates (primarily

the United Kingdom, the Netherlands, and the United States).

The Company does not expect to qualify for any consolidated filing positions

in any of these countries, so there is no ability to net the deferred tax liabilities of the Sahara companies against the deferred

tax assets of the legacy Boxlight companies.

in any of these countries, so there is no ability to net the deferred tax liabilities of the Sahara companies against the deferred tax

assets of the legacy Boxlight companies.

tax years from 2016 to 2020 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Company has not identified any uncertain tax positions at this time.

Company’s articles of incorporation, as amended on September 18, 2020, provide that the Company is authorized to issue 50,000,000

shares of preferred stock consisting of:

1) 250,000 shares of non-voting Series A preferred stock, par value of $0.0001 per share;

2) 1,586,620 shares of voting Series B preferred stock, par value of $0.0001 per share;

has not identified any uncertain tax positions at this time.

the second quarter of 2021, the Company became aware of a potential state tax exposure for failure to file minimum tax returns in a state

for a number of years.

The Company has tentatively agreed to the proposed tax assessment, but it is appealing the associated interest

and penalty assessment.

The Company has recorded an exposure item of $ 50 K

this quarter for its best estimate of the amount for which it will settle the exposure.

This amount includes $ 20 K

of income tax and $ 30 K

of penalties and interest.

Company’s articles of incorporation provide that the Company is authorized to issue 50,000,000 shares of preferred stock consisting

1) 250,000 shares of non-voting Series A preferred stock, with a par value of $ 0.0001 per share;

2) 1,200,000 shares of voting Series

C preferred stock, par value of $0.0001 per share;

and 4) 46,842,530 shares of “blank check”

preferred stock to be

designated by the Company’s Board of Directors.

B preferred stock, with a par value of $ 0.0001 per share;

3) 270,000 shares of voting Series C preferred stock, with a par value of $ 0.0001

and 4) 48,280,000 shares of “blank check” preferred stock to be designated by the Company’s Board of Directors.

of preferred shares

A Preferred Stock

the time of the Company’s initial public offering 250,000 shares of the Company’s non-voting convertible Series A

preferred stock were issued to Vert Capital for the acquisition of Genesis.

All of the Series A preferred stock was convertible

into 398,406 shares of Class A common stock.

On August 5, 2019 a total of 82,028 shares of Series A preferred stock were converted

into a total of 130,721 shares of Class A common stock.

the time of the Company’s initial public offering 250,000 shares of the Company’s non-voting convertible Series A preferred

stock were issued to Vert Capital for the acquisition of Genesis.

All of the Series A preferred stock was convertible into 398,406 shares

of Class A common stock.

On August 5, 2019, a total of 82,028 shares of Series A preferred stock were converted into a total of 130,721

shares of Class A common stock.

B Preferred Stock and Series C Preferred Stock

discussed in Note 2, on September 25, 2020, in connection with the acquisition of Sahara, the Company issued 1,586,620 shares

of Series B Preferred Stock and 1,320,850 shares of Series C Preferred Stock.

The Series B Preferred Stock has a stated and

liquidation value of $10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8%

discussed in Note 2 above, on September 25, 2020, in connection with the acquisition of Sahara, the Company issued 1,586,620

shares of Series B Preferred Stock and 1,320,850

shares of Series C Preferred Stock.

B Preferred Stock has a stated and liquidation value of $ 10.00

per share and pays a dividend out of the earnings

and profits of the Company at the rate of 8 %

per annum, payable quarterly.

The Series B Preferred Stock is convertible into the Company’s Class A common stock at a

conversion price of $1.66 per share which was the closing price of the Company’s Class A common stock on the Nasdaq

Stock Market on September 25, 2020 (the “Conversion Price”).

Such conversion may occur either (i) at the option

of the holder at any time after January 1, 2024 or (ii) automatically upon the Company’s Class A common stock trading

at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price).

Preferred Stock has a stated and liquidation value of $10.00 per share and is convertible into the Company’s Class A

common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026 or (ii)

automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price for 20 consecutive

trading days (based on a volume weighted average price).

the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B Preferred

Stock shall be redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024, upon thirty

(30) days prior written notice to the holders, 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.

The Series C Preferred Stock is also subject to redemption on the same terms

commencing January 1, 2026.

disclosed in in Note 2, the aggregate estimated fair value of the Series B and C Preferred Stock of $28.9 million was included

as part of the total $79.7 million consideration paid for the purchase of Sahara.

the redemption features in the Series B Preferred Stock and Series C Preferred Stock are not solely with the control of the Company,

the Company has classified the Series B Preferred Stock and Series C Preferred Stock as mezzanine or temporary equity in the Company’s

The Series B Preferred Stock is convertible into the Company’s Class A common stock at a conversion

price of $ 1.66

per share which was the closing price of the

Company’s Class A common stock on the Nasdaq Stock Market on September 25, 2020 (the “Conversion Price”).

Such conversion

may occur either

(i) at the option of the holder at any time after January 1, 2024 or (ii) automatically upon the Company’s Class A common stock

trading at 200% of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price).

The Series C Preferred

Stock has a stated and liquidation value of $ 10.00

share and is convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder

at any time after January 1, 2026 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion

Price for 20 consecutive trading days (based on a volume weighted average price).

the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B Preferred Stock

shall be redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024, upon thirty (30) days

prior written notice to the holders, 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.

The Series C Preferred Stock is also subject to redemption on the same terms commencing January 1, 2026.

disclosed in in Note 2, the aggregate estimated fair value of the Series B and C Preferred Stock of $ 28.9 million was included as part

of the total $ 94.9 million consideration paid for the purchase of Sahara.

the redemption features in the Series B Preferred Stock and Series C Preferred Stock are not solely within the control of the Company,

the Company has classified the Series B Preferred Stock and Series C Preferred Stock as mezzanine or temporary equity in the Company’s

condensed consolidated balance sheet.

On March 24, 2021 the Company entered into a share

redemption and conversion agreement with certain holders of Series B and Series C preferred stock which allows the Company to redeem

and purchase each stockholder’s shares of Series B preferred stock on or before June 30, 2021 for the stated or liquidation value

of approximately £11.5 million (or approximately $15.9 million) plus accrued dividends from January 1, 2021 to the date of purchase.

redemption and conversion agreement with certain holders of Series B and Series C preferred stock (the “Redemption Agreement”)

which allows the Company to redeem and purchase each such stockholder’s shares of Series B preferred stock on or before June 30,

2021 for the stated or liquidation value of approximately £11.5 million (or approximately $15.9 million) plus accrued dividends

from January 1, 2021 to the date of purchase.

The same stockholders hold 96% of the Series C preferred stock.

Upon redemption, the Series C shares would convert into approximately

7.6 million shares of Class A Common Stock at the stated conversion price of $1.66 per share.

In the event for any reason, we do not

complete the conversion and redemption by June 30, 2021, and the Sahara shareholders do not agree to an extension, the agreement will

terminate without liability by any party.

Company’s common stock consists of 200,000,000 shares of Class A voting common stock and 50,000,000 shares of Class B non-voting

common stock.

Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per

share while Class B common stock has no voting rights.

Upon any public or private sale or disposition by any holder of Class B

common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock.

31, 2021, and December 31, 2020, the Company had 56,786,557 and 53,3436,518 shares of Class A common stock issued and outstanding,

respectively.

No Class B shares were outstanding at either March 31, 2021 or December 31, 2020.

Upon redemption, the Series

C shares would convert into approximately 7.6 million shares of Class A Common Stock at the stated conversion price of $1.66 per share.

On June 14, 2021, the

Company entered into an amendment to the Redemption Agreement (the “Amended Redemption Agreement”) for purposes of extending

the completion date to on or before December 31, 2021.

In addition, the Amended Redemption Agreement changed the definition of “Redemption

Payments” such that the redemption payment schedule would begin on or before May 31, 2021, for the quarter then ended and continue

quarterly until the date of Completion.

In regard to these amendments

the Company applied the accounting guidance from ASC 470-50 pertaining to determining whether an amendment to an equity-classified preferred

share is an extinguishment or modification, and concluded that the Amended Redemption Agreement on June 14, 2021, as it effected the

Series B Preferred Stock, resulted in an extinguishment of the original equity instruments subject to redemption agreement.

the Series B Preferred Stock subject to the Amended Redemption Agreement was recorded at its fair value as of June 14, 2021, and a $367

thousand deemed contribution was credited to additional-paid-in-capital.

With the Redemption Agreement, the Series B Preferred Stock

includes a beneficial conversion feature, but in accordance with ASC 470-20, since it is dependent upon contingencies that are not solely

in the control of the holder, the beneficial conversion feature was not recognized for accounting purposes.

Company’s common stock consists of 1) 150,000,000

shares of Class A voting common stock and 2) 50,000,000

shares of Class B non-voting common stock .

A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common

stock has no voting rights.

Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class

B common stock would automatically convert into shares of Class A common stock.

As of June 30, 2021 and December 31, 2020, the Company

had 59,102,072

and 53,343,518

shares of Class A common stock issued and

outstanding, respectively.

Class B shares were outstanding at June 30, 2021

or December 31, 2020.

of common stock

July 31, 2020, the Company issued 17,250,000 shares of the Company’s Class A common stock at a public offering price of

$2.00 per share.

July 31, 2020, the Company issued 17,250,000 shares of the Company’s Class A common stock at a public offering price of $ 2.00 per

Gross proceeds from the issuances were $ 34,500,000 , including the underwriting overallotment.

Net proceeds were

$32.0 million after deducting underwriting discounts and offering expenses of $2.5 million.

June 11, 2020, the Company issued 13,333,333 shares of the Company’s Class A common stock at a public offering price of

Net proceeds were $ 32.0 million

after deducting underwriting discounts and offering expenses of $ 2.5 million.

June 11, 2020, the Company issued 13,333,333 shares of the Company’s Class A common stock at a public offering price of $ 0.75 per

In addition, on June 24, 2020 the Company issued an additional 1,999,667 shares of Class A common stock to the underwriter at

$ 0.75 per share.

In addition, on June 24, 2020 the Company issued an additional 1,999,667 shares of Class A common stock to the

underwriter at $0.75 per share.

Gross proceeds from the issuances were $ 11.5 million.

Net proceeds were $10.6 million after deducting

underwriting discounts and offering expenses of $906 thousand.

the three months ended March 31, 2021, the Company repaid principal of $3.6 million and interest of $204 thousand by issuing 2.25

million shares Class A common stock to Lind and recognized a $2.2 million loss.

Payable and Other Liabilities Conversion

the three months ended March 31, 2021, the Company converted $1.98 million of EDI accounts payable in exchange for 793 thousand

shares of Class A common stock with an aggregate value of $1.63 million and recognized a $357 thousand gain.

the three months ended March 31, 2021 and in accordance with the terms of his employment agreement, Michael Pope, our Chairman

and Chief Executive Officer, received 875,000 shares of restricted Class A common stock, which shares remain subject to certain

vesting conditions.

Net proceeds were $ 10.6 million after deducting underwriting discounts

and offering expenses of $ 906 thousand.

the six months ended June 30, 2021, the Company repaid principal of $ 6.8 million and interest of $ 373 thousand by issuing 3.9 million

shares Class A common stock with an aggregate value of $ 9.9 million to Lind and recognized a $ 2.7 million loss.

Payable and Other Liabilities Conversions

the six months ended June 30, 2021, the Company converted $ 2.0 million of EDI accounts payable in exchange for 793 thousand shares of

Class A common stock with an aggregate value of $ 1.6 million and recognized a $ 357 thousand gain.

the six months ended June 30, 2021 and in accordance with the terms of his employment agreement, Michael Pope, our Chairman and Chief

Executive Officer, received 875,000 shares of restricted Class A common stock, which shares remain subject to certain vesting conditions.

The shares will vest in substantially equal monthly installments over a period of 12 months.

of stock options

the three months ended March 31, 2021, options to purchase a total of 319,434 shares of Class A common stock were exercised.

the six months ended June 30, 2021, options to purchase a total of 322

thousand shares of Class A common stock were

11 – STOCK COMPENSATION

total number of underlying shares of the Company’s Class A common stock available for grant to directors, officers, key employees

and consultants of the Company or a subsidiary of the Company under the Company’s 2021 and 2014 Equity Inventive Plans, as amended

(the “Equity Incentive Plans”), in the aggregate were 5,000,000 and 116,837 shares, respectively.

The 2021 Equity

Incentive Plan was approved by the Company’s Board of Directors on April 12, 2021 and is pending shareholder approval.

made under the Equity Incentive Plans must be approved by the Company’s Board of Directors prior to issuance.

our Equity Incentive Plan, an employee may receive an award that provides the opportunity in the future to purchase the Company’s

shares at the market price of our stock on the date the award is granted (the strike price).

The options become exercisable over

a range of immediately vested to four-year vesting periods and, if not exercised, expire five years from the grant date, unless stated differently

in the relevant option agreements.

Stock options have no financial statement effect on the date they are granted but rather are

recorded over time as compensation expense.

We record compensation expense based on the estimated fair value of the awards which

is amortized as compensation expense on a straight-line basis over the vesting period.

Accordingly, total expense related to the

award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting.

following is a summary of the stock option activities during the three months ended March 31, 2021:

total number of underlying shares of the Company’s Class A common stock available for grant to directors, officers, key employees

and consultants of the Company or a subsidiary of the Company under the Company’s 2021 Equity Incentive Plan and 2014 Equity Inventive

Plan, as amended (together “Equity Incentive Plans”), in the aggregate were 5,000,000 and 116,837 shares, respectively.

2021 Equity Incentive Plan was approved by the Company’s Board on April 12, 2021 and approved by the shareholders at the Company’s

Annual Shareholders Meeting held on June 11, 2021.

All grants made under the Equity Incentive Plans must be approved by the Company’s

Board prior to issuance.

our stock option program, pursuant to the Equity Incentive Plans, an employee receives an award that provides the opportunity in the

future to purchase the Company’s shares at the market price of our stock on the date the award is granted (the strike price).

options become exercisable over a range of immediately vested to four-year vesting periods and expire five years from the grant date,

unless stated differently in the option agreements, if they are not exercised.

Stock options have no financial statement effect on the

date they are granted but rather are reflected over time through compensation expense.

We record compensation expense based on the estimated

fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period.

Accordingly, total

expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to

following is a summary of the option activities during the six months ended June 30, 2021:

SCHEDULE OF STOCK OPTION ACTIVITY

Number of Units

Exercise Price

Weighted Average

Remaining Contractual

1 unchanged sentence

Outstanding, December 31, 2020

Outstanding, March 31, 2021

Exercisable, March 31, 2021

Outstanding, June 30, 2021

Exercisable, June 30, 2021

Company estimates the fair value of each stock option award on the date of grant using a Black-Scholes option pricing model.

of March 31, 2021 and December 31, 2020, the stock options had an intrinsic value of approximately $5.5 million and $2.9

million, respectively.

our Equity Incentive Plans, pursuant to the Equity Incentive Plans, the Company may grant restricted stock units (“RSUs”)

to certain employees and non-employee directors.

Upon granting the RSUs, the Company records a fixed compensation expense equal

to the fair market value of the underlying shares of RSUs granted on a straight-line basis over the requisite services period

for the RSUs.

Compensation expense related to the RSUs is reduced by the fair value of units that are forfeited by employees that

leave the Company prior to vesting.

The restricted stock units vest over a range of immediately vested to four-year vesting periods

in accordance with the terms of the applicable RSU grant agreement.

following is a summary of the restricted stock activities during the three months ended March 31, 2021.

30, 2021 and December 31, 2020, the stock options had an intrinsic value of approximately $ 5.3 million and $ 2.9 million, respectively.

our Equity Incentive Plans the Company may grant restricted stock units (“RSUs”) to certain employees and non-employee directors.

Upon granting the RSUs, the Company recognizes a fixed compensation expense equal to the fair market value of the underlying shares of

RSUs granted on a straight-line basis over the requisite services period for the RSUs.

Compensation expense related to the RSUs is reduced

by the fair value of units that are forfeited by employees that leave the Company prior to vesting.

The restricted stock units vest over

a range of immediately vested to four-year vesting periods in accordance with the terms of the applicable RSU grant agreement.

following is a summary of the restricted stock activities during the six months ended June 30, 2021.

SCHEDULE OF RSU ACTIVITIES

Number of Units

Grant Date Fair Value

Outstanding, December 31, 2020

Outstanding, March 31, 2021

Outstanding, June 30, 2021

February 24, 2021, the Company granted an aggregate of 130,547 RSUs to its board members.

These RSUs vest ratably over one year

and had an aggregated fair value of approximately $374 thousand on the grant date.

addition, on March 20, 2021, the Company granted an aggregate of 875,245 shares of restricted common stock to Michael Pope, CEO

These RSUs vest ratably over one year and had

an aggregated fair value of approximately $ 374 thousand on the grant date.

addition, on March 20, 2021, the Company granted an aggregate of 875,245 shares of restricted common stock to Michael Pope, CEO and Chairman,

pursuant to his employment agreement.

These shares were issued pursuant to the 2014 Equity Incentive Plan, vest ratably over one

year, are issued monthly as they vest, and had an aggregated fair value of approximately $2.5 million on the grant date.

is a summary of the warrant activities during the three months ended March 31, 2021:

These shares were issued pursuant to the 2014 Equity Incentive Plan, vest ratably over one year ,

are issued monthly as they vest, and had an aggregated fair value of approximately $ 2.5 million on the grant date.

is a summary of the warrant activities during the six months ended June 30, 2021:

SCHEDULE OF WARRANT ACTIVITY

Number of Units

Exercise Price

Weighted Average

Term (in years)

Outstanding, December 31, 2020

Outstanding, March 31, 2021

Exercisable, March 31, 2021

Outstanding, June 30, 2021

Exercisable, June 30, 2021

compensation expense

the three months ended March 31, 2021 and 2020, the Company recorded the following stock compensation in general and administrative

expense (in thousands):

the six months ended June 30, 2021 and 2020, the Company recorded the following stock compensation in general and administrative expense

(in thousands):

SCHEDULE OF STOCK COMPENSATION EXPENSES

Stock options

Restricted stock units

compensation expense

of March 31, 2021, there was approximately $8.0 million of unrecognized compensation expense related to unvested options, restricted

stock units, and warrants, which will be amortized over the remaining vesting period.

Of that total, approximately $3.5 million

is estimated to be recorded as compensation expense in the remaining nine months of 2021.

Total stock compensation expense

of June 30, 2021, there was approximately $ 6.8 million of unrecognized compensation expense related to unvested options, restricted stock

units, and warrants, which will be amortized over the remaining vesting period.

Of that total, approximately $ 2.0 million is estimated

to be recorded as compensation expense in the remaining six months of 2021.

12 – RELATED PARTY TRANSACTIONS

January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned

and controlled by our Chief Executive Officer, President and Director, Michael Pope.

The Management Agreement is separate and

apart from Mr.

Pope’s employment agreement with the Company’s Management Agreement, effective as of the first day

of the same month that Mr.

Pope’s employment with the Company shall terminate, and for a term of 13 months, Mr.

provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities,

and other services.

As consideration for the services provided, the Company shall pay a management fee equal to 0.375% of the

consolidated net revenues of the Company, payable in monthly installments, not to exceed $250,000 in any calendar year.

Pope may defer payment until the end of each year and receive payment in the form of shares of Class A common stock

of the Company.

June 21, 2018, the Company issued a warrant to purchase 270,000 Class A common stock, at an exercise price of $1.20 per share,

to Canaan Parish, LLC, an entity wholly owned by Mr.

Pope (the “Canaan Warrant”).

The Canaan Warrant was issued in

exchange for the cancellation of a warrant that had been issued to Vert Capital Corporation, an entity owned by Mr.

Levin (“Vert”), in November 2014 as compensation for certain advisory services rendered by Vert to the Company.

similar replacement warrant had also been issued to Mr.

Levin’s entity, Dynamic Capital, but that warrant has since expired.

January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled

by our Chief Executive Officer and Chairman, Michael Pope.

The Management Agreement is separate and apart from Mr.

Pope’s employment

agreement with the Company.

Under the Management Agreement, effective as of the first day of the same month that Mr.

Pope’s employment

with the Company shall terminate.

Thereafter, and for a term of 13 months, Mr.

Pope shall provide consulting services to the Company

including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services.

As consideration for

the services provided, the Company shall pay a management fee equal to 0.375 % of the consolidated net revenues of the Company, payable

in monthly installments, not to exceed $ 250 ,000 in any calendar year.

At his option, Mr.

Pope may defer payment until the end of each

year and receive payment in the form of shares of Class A common stock of the Company.

June 21, 2018, the Company issued a warrant to purchase 270,000 Class A common stock, at an exercise price of $ 1.20 per share, to an

entity wholly owned by Mr.

Pope in exchange for the cancellation of a warrant that had been issued to in November 2014 as compensation

for certain advisory services rendered.

13 – COMMITMENTS AND CONTINGENCIES

Lease Commitments

Company leases six office building facilities located in Lawrenceville, Georgia, Poulsbo, Washington, Lexington, Massachusetts,

Scottsdale, Arizona, Miami, Florida and Utica, New York in the U.S., and two office building facilities in Dartford and Kent in

for sales, marketing, technical support and service staff.

All such facilities are under non-cancelable lease agreements

with terms ending in 2023.

the three months ended March 31, 2021 and 2020, aggregate rent expense was $310 thousand and $132 thousand respectively.

Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s

As of March 31, 2021 the total amount of such open inventory purchase orders was $49.5 million.

Company leases six office building facilities located in Lawrenceville, Georgia, Poulsbo, Washington, Lexington, Massachusetts, Scottsdale,

Arizona, Miami, Florida and Utica, New York in the U.S., and two office building facilities in Dartford and Kent in the U.K.

marketing, technical support and service staff.

All such facilities are under non-cancelable lease agreements with terms ending in 2023.

the six months ended June 30, 2021 and 2020, aggregate rent expense was $ 984

thousand and $ 220

thousand respectively.

Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s

As of June 30, 2021 the total amount of such open inventory purchase orders was $ 63.9 million.

14 – CUSTOMER AND SUPPLIER CONCENTRATION

were no customers that account for greater than 10% of the Company’s consolidated revenues for the three months ended March

were concentrated among a few vendors for the three months ended March 31, 2021 and 2020:

of Total purchases from the

vendor to total

purchases for the

three months ended

March 31, 2021

(in thousands)

of Total purchases from the

vendor to total

purchases for the

three months ended

March 31, 2020

were two customers that account for greater than 10% of the Company’s consolidated revenues for the six months ended June 30, 2021.

Details are as follows:

SCHEDULE OF CONCENTRATION RISK

Total revenues

from the customer

as a percentage of total revenues

for the six months ended June 30, 2021

receivable from this customer as of

June 30, 2021 (in thousands)

the six months ended June 30, 2021, the Company’s purchases were concentrated amongst two vendors.

Details are as follows:

Total purchases from the

vendor as a percentage of

total cost of sales

six months ended

June 30, 2021

Accounts payable

(prepayment) to the

March 31, 2020 (in thousands)

Company believes there are other suppliers that could be substituted should the supplier become unavailable or non-competitive.

June 30, 2021

(in thousands)

Company believes there are other suppliers that could be substituted should the above cited suppliers become unavailable or non-competitive.

15 – SUBSEQUENT EVENTS

to the terms of the share purchase agreement, dated March 23, 2021, between our subsidiaries, Sahara Holdings Ltd.

and Clevertouch

BV and the holders of 100% of the outstanding shares of Interactive Concepts BV, a Belgium company, we issued a total of 142,882

shares of the Company’s Class A common stock in April and May, 2021, as partial consideration for the purchase price.

On April 5, 2021, the

Company issued 23,574 shares of Class A common stock in lieu of principal and interest payment of notes payable with an aggregate

amount of $48,583.

On April 21, 2021,

the Company issued 601,339 shares of Class A common stock in lieu of principal and interest payment of notes payable with an aggregate

amount of $1,057,753.

On May 4, 2021, the

Company issued 28,179 shares of Class A common stock in lieu of principal and interest payment of notes payable with an aggregate

amount of $48,889.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related

notes thereto included elsewhere herein.

The Management’s Discussion and Analysis (“MD&A”) contains forward-looking

statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions.

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 form.

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.

results may not indicate future performance.

Our forward-looking statements reflect our current views about future events, are

based on assumptions 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

Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

are a technology company that is seeking to become a world leading innovator and integrator of interactive products and software

for schools, as well as for 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 our robotics and coding system, 3D printing solution and portable science

All our products are integrated into our software suite that provides tools for presentation creation and delivery, assessment

and collaboration.

date, we have generated substantially all of our revenue from the sale of our interactive displays and software to the educational

market in the United States and Europe.

have also implemented a comprehensive plan to reach profitability both from our core business operations and as a result of making

strategic business acquisitions.

We have already started to implement this strategy as set forth below.

Highlights of our plan

Integrating products

of the acquired companies and cross training our sales reps to increase their offerings.

Hiring new sales

representatives with significant industry experience in their respective territories.

Expanding our

reseller partner network both in key territories and in new markets, increasing our penetration and reach.

September 24, 2020, the Company acquired Sahara Presentation Systems PLC, a leader in distributed and manufactured AV solutions

(“Sahara”).

Headquartered in the United Kingdom, Sahara is a leader in distributed AV products and a manufacturer

of multi-award-winning touchscreens and digital signage products, including the globally renowned Clevertouch and Sedao brands.

In consideration for the acquisition, the Company paid to the shareholders of Sahara a total purchase price of GBP 74.0 million

(approximately USD $94.9 million) in the form of GBP 52.0 million (approximately USD $66.7 million) in cash and GBP 22.0 million

(approximately USD $28.2 million) in our Series B convertible preferred stock and our Series C convertible preferred stock.

March 24, 2021, we entered into a share redemption and conversion agreement with the former Sahara shareholders who own approximately

96% of our Series B and Series C preferred stock.

Under the agreement, we agreed to redeem and purchase from such preferred stockholders

on or before June 30, 2021 all of the shares of Series B preferred stock for £11.5 million being the stated or liquidation

value of the Series B preferred stock plus (b) accrued dividends from January 1, 2021 to the date of purchase.

addition, the holders of 96% of the Series C preferred stock agreed to convert those shares into 7.6 million shares of our Class

A Common Stock at a conversion price of $1.66 per share.

In the event, for any reason, we do not complete the conversion and redemption

by June 30, 2021, and the Sahara shareholders do not agree to an extension, the agreement will terminate without liability by

Strategy and Challenges

growth strategy includes acquiring assets and technologies of companies that have products, technologies, industry specializations

or geographic coverage that extend or complement our existing business.

The process to undertake a potential acquisition is time-consuming

We expect to expend significant resources to undertake business, financial and legal due diligence on our potential

acquisition targets, and there is no guarantee that we will complete any acquisition that we pursue.

believe we can achieve significant cost-savings by merging the operations of the companies we acquire and after their acquisition

leverage the opportunity to reduce costs through the following methods:

reductions –

consolidating resources, such as accounting, marketing and human resources.

of scale –

improved purchasing power with a greater ability to negotiate prices with suppliers.

market reach and industry visibility –

increase in customer base and entry into new markets.

of our Results of Operations and Financial Condition

are comprised of hardware products, software services,

and professional development revenues less sales discounts.

Product revenue is derived from the sale of our interactive projectors, flat panels, peripherals and accessories,

along with other third-party products, directly to our customers, as well as through our network of domestic and international

distributors.

development revenue.

We receive revenue from providing professional development services through third parties and our

network of distributors.

cost of revenues is comprised of the following:

to purchase components and finished goods directly;

logistics costs;

and outbound freight costs, and customs and duties charges;

associated with the repair of products under warranty;

of inventory carrying value to adjust for excess and obsolete inventory and periodic physical inventory counts;

of professionals to deliver professional development training related to the use of our products;

outsource some of our warehouse operations and order fulfillment and purchase products from related and third parties.

costs will vary directly with volume and the costs of underlying product components as well as the prices we are able to 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.

We primarily use air shipping to meet the demand of our products during peak seasons and new

product launches.

profit and gross profit margin

gross profit and gross profit margin have been, and may in the future be, influenced by several factors including:

product, channel

and geographical revenue mix;

changes in product costs related to the release of projector models;

component, contract manufacturing

and supplier pricing and foreign currency 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.

classify our operating expenses into two categories:

general and administrative and research and development.

and administrative.

General and administrative expense consists of personnel related costs, which include salaries 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

and development.

Research and development expense consist primarily of personnel related costs, prototype and sample costs, design

costs and global product certifications mostly for wireless certifications.

income (expense), net

income (expense), net primarily consists of interest expense associated with our debt financing arrangements, gains (losses) on

the settlements of debt and trade payable obligations exchanged for common shares, and the effects of changes in the fair value

of derivative liabilities.

are subject to income taxes in the United States, United Kingdom, Mexico, Sweden, Finland, Holland, and Germany where we do business.

The United Kingdom, Mexico, Sweden, Finland, Holland, and Germany have a statutory tax rate different from that in the United

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 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.

Results –

Boxlight Corporation

the three month periods ended March 31, 2021 and 2020

revenues for the three months ended March 31, 2021 were $33.4 million as compared to $5.7 million for the three months ended

March 31, 2020, resulting in a 484% increase.

Revenues primarily consist of hardware revenue, software revenue,

and professional development.

The increase in revenues was primarily a result of the acquisition of Sahara Presentation

Systems in September 2020 and increased demand for our solutions in both the U.S.

and Europe, the Middle East, and

Cost of revenues for the three months ended March 31, 2021 was $25.2 million as compared to $4.1 million for

the three months ended March 31, 2020, resulting in an 509% increase.

Cost of revenues consists primarily of product cost, freight

expenses, customs expense and inventory adjustments.

The increase in cost of revenues was associated with the increase in revenues,

and also additional customs/freight costs which increased from approximately $700 thousand in Q1 2020 to $1.3 million in Q1 2021

due to supply chain challenges caused by product fulfillment complications attributable to the Covid-19 pandemic.

Gross profit for the three months ended March 31, 2021 was $8.2 million as compared to $1.6 million for the three

months ended March 31, 2020.

The Gross Profit Margin decreased from 28% in Q1 2020 to 25% in Q1 2021.

The gross margin decrease

was primarily driven by the effects of customs and freight expenses discussed above, and certain purchase accounting adjustments

stemming from the Sahara acquisition and effecting recognized revenues.

and Administrative Expenses.

General and administrative (“G&A”) expense for the three months ended March 31,

2021 were $10.0 million and 30% of revenue as compared to $3.9 million and 69% of revenue for the three months ended March 31,

The increase resulted from additional personnel costs associated with the acquired Sahara operations.

The reduction in G&A

costs as a percentage of revenue was due to the effect of significant cost cutting actions undertaken during 2020 in response

to the general depressed economic environment caused by the Covid-19 pandemic.

and Development Expenses.

Research and development expense was $474 thousand and 1% of revenue for the three months ended

March 31, 2021 as compared to $316 thousand and 5% of revenue for the three months ended March 31, 2020.

Research and development

expense primarily consists of costs associated with development of proprietary technology.

The increase in research and development

expense was primarily driven by an increase in contract services related to software development.

Income (Expense).

Other expense for the three months ended March 31, 2021 was $(3.1) million as compared to income of $713

thousand for the three months ended March 31, 2020.

Other expense increased primarily due to an $601 thousand increase in interest

expense associated with increased borrowings, and $2.9 million of additional losses recognized upon the settlement of certain

debt obligations in exchange for issuance of common shares.

Net losses were $5.2 million and $1.9 million for the three months ended March 31, 2021 and 2020, respectively.

increase in the net loss was primarily due to the lower gross profit margins, increased interest expense, and losses

incurred on the settlement of certain debt obligations in exchange for shares of our common stock.

provide investors with additional insight and allow for a more comprehensive understanding of the information used by management

in its financial and decision-making surrounding operations, we supplement our condensed consolidated financial statements which

are prepared in accordance with GAAP with EBITDA and Adjusted EBITDA, both non-GAAP financial measures of earnings.

represents net income (loss) before income tax expense, interest income, interest expense, depreciation and amortization.

Adjusted EBITDA represents EBITDA, plus stock compensation expense, the change in fair value of derivative liabilities,

purchase accounting impact of fair valuing inventory and deferred revenue, and non-cash losses associated with debt

Our management uses EBITDA and Adjusted EBITDA as financial measures to evaluate the profitability and

efficiency of our business model, and to assess the strength of the underlying operations of our business.

adjustments, and the non-GAAP financial measure that is derived from them, provide supplemental information to analyze our

operations between periods and over time.

Investors should consider our non-GAAP financial

measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

following table contains reconciliations of net losses to EBITDA and adjusted EBITDA for the periods presented.

Reconciliation

of net loss for the three months ended

31, 2021 and 2020 to EBITDA and adjusted EBITDA

and amortization

compensation expense

in fair value of derivative liabilities

Purchase accounting impact of fair valuing inventory

Purchase accounting impact of fair valuing deferred

loss on settlement of Lind debt in stock

of Effect of Seasonality on Financial Condition

accounts on our financial statements are subject to seasonal fluctuations.

As our business and revenues grow, we expect these

seasonal trends to be reduced.

The bulk of our products are shipped to our educational customers prior to the beginning of the

school year, usually in between June and September.

To prepare for the upcoming school year, we generally build up inventories

during the second quarter of the year.

Therefore, inventories tend to be at the highest levels at that point in time.

quarter of the year, inventories tend to decline significantly as products are delivered to customers and we do not need the same

inventory levels during the first quarter.

Accounts receivable balances tend to be at the highest levels in the third quarter,

in which we record the highest level of sales.

to travel restrictions and concerns for the safety for our employees during the ongoing COVID-19 pandemic, we have reduced face-to-face

meetings with customers and attendance at tradeshow events.

We are currently assessing the impact these changes will have on

our peak season sales.

Our initial assessment is that funding priority will be given to initiatives that provide for

continuity of learning which may result in lower priority on total learning solution sales including hardware, software and

teacher training.

and Capital Resources

of March 31, 2021, we had cash and cash equivalents of $10.0 million and a working capital balance of $21.8 million.

financial position represents a significant improvement from a year ago at March 31, 2020 when we had a working capital deficit

of $(7.1) million and $612 thousand of cash and cash equivalents.

the three months ended March 31, 2021 and 2020, we had net cash used in operating activities of $1.6 million and $890 thousand,

respectively, net cash used by investing activities of $194 thousand and $0 respectively, and net cash (used in) provided by financing

activities of $(747) thousand and $434 thousand, respectively.

We had accounts receivable net of allowances of $22.9 million and

$4.3 million as of March 31, 2021 and year ended December 31, 2020, respectively.

addition to the cash flows generated by our ongoing operating activities we financed our operations during 2021 with a new $20.0

million tranche of debt funded by our primary lender, and from a pre-existing accounts receivable financing arrangement with another

lender who purchases 85% of the eligible accounts receivable of the Company, for up to $6.0 million, with the right of recourse.

Our accounts receivable and our ability to borrow against accounts receivable provides us with an additional source of liquidity

as cash payments are collected from customers in the normal course of business.

Our accounts receivable balance fluctuates throughout

the year based on the seasonality of our business.

the current COVID-19 pandemic environment, the availability of capital has been significantly reduced and the cost of capital

has increased.

Increasing our capital through equity issuance at this time could cause significant dilution to our existing stockholders

as a result of diminished stock value due to market volatility and uncertainty arising from the COVID-19 pandemic.

are confident that the Company will be able to manage through the current challenges in the equity and debt finance markets by

managing payment terms with customers and vendors.

cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect

to facility leases and other operating 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

for the majority of our inventory purchases, which further constrains our cash liquidity.

September 21, 2020, we and Lind Global Asset Management LLC (“Lind Global”) entered into a securities purchase agreement

(the “Lind Global SPA”), pursuant to which Lind Global purchased from the Company a $22,000,000 secured convertible

note (the “Convertible Note”) in exchange for payment to us of $20,000,000 (the “Funding”).

terms of the Lind Global SPA, in addition to the issuance of the Convertible Note, the Company paid to Lind (i) a commitment fee

of $400,000 and (ii) a bonus fee (the “Bonus Payment”) of $500,000 payable in shares of Class A common stock of the

Company, with the per share price of the Bonus Payment shares calculated based on the 20-day VWAP of the Class A Common Stock

prior to closing.

The Convertible Note has a term of 24-months, bears a 4% interest rate (0% interest so long as the Class A Common

Stock trades at $3.50 or more per share), is repayable in 22 equal instalments commencing 60 days after the Funding and, at the

option of the Company, may be repaid in either cash or Class A common stock.

Class A common stock issuable to Lind Global in conjunction

with the Bonus Payment and the Convertible Note was registered pursuant to a shelf takedown on the Company’s existing shelf

registration statement on Form S-3 (SEC File No.

conjunction with our entry into the Lind Global SPA and the issuance of the Convertible Note, on September 21, 2020, the Company

and Lind Global Macro Fund, LP, an affiliate of Lind Global(“Lind”), entered into a third amended and restated security

agreement (the “Third A&R Security Agreement”) for purposes of amending and restating a prior security agreement,

dated as of February 4, 2020, between the Company and Lind in order to incorporate the Lind Global SPA and the Convertible Note

In addition, on September 21, 2020, the Company, Sallyport Commercial Finance, LLC (“Sallyport”), as first

lien creditor, and Lind and Lind Global, as second lien creditors, entered into a third amended and restated intercreditor agreement

(the “Third A&R Intercreditor Agreement”) for purposes of amending and restating the second amended and restated

intercreditor agreement, dated as of February 4, 2020, between the Company, Sallyport and Lind, in order to (i) incorporate Lind

Global as a second lien creditor and (ii) reaffirm and confirm the relative priority of each creditor’s respective security

interests in the Company’s assets, among other matters.

July 28, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group,

LLC, a Delaware limited liability company (“Maxim”), pursuant to which Maxim, as representative of the underwriters,

agreed to underwrite the public offering (the “Offering”) of up to 15,000,00 shares of the Company’s Class A

common stock, at a public offering price of $2.00 per share, in addition to an overallotment option (the “Overallotment

Option”) of 2,250,000 shares of Common Stock.

The Offering closed on July 31, 2020, with the sale of all 17,250,000 shares

of the Company’s Common Stock, including the Overallotment Option, for gross proceeds of $34,500,000.

Maxim acted as sole

book-running manager, National Securities Corporation acted as a co-manager for the Offering, and A.G.P./Alliance Global Partners

(“A.G.P.”) acted as financial advisor.

As compensation for underwriting the Offering, the underwriters received an

underwriting discount of 7%, equaling approximately $2,415,000, in addition to $60,000 in expenses.

A.G.P.’s compensation

was paid out of the underwriting discount.

The Offering was made pursuant to the Company’s effective shelf registration

statement on Form S-3 (SEC File No.

333-239939) (the “Registration Statement”) and the related base prospectus included

therein, as supplemented by the prospectus supplement dated July 28, 2020 (the “Preliminary Prospectus”) and the final

prospectus supplement, filed July 29, 2020 (the “Final Prospectus”

and collectively with the Preliminary Prospectus,

the “Prospectus”)

approved by the Company’s board of directors on June 22, 2020, the Company entered into an agreement with Everest Display,

Inc., a Taiwan corporation (“EDI”), and EDI’s subsidiary, AMAGIC Holographics, Inc., a California corporation

(“AMAGIC”), effective June 11, 2020, pursuant to which EDI forgave $1,000,000 in accounts payable owed by the Company

to EDI in exchange for the Company’s issuance of 869,565 shares (the “Shares”) of its Class A common stock,

par value $0.0001 per share, to AMAGIC at a $1.15 per share purchase price.

The Shares were issued to AMAGIC pursuant to an exemption

from registration provided by Rule 506 of Regulation D under Section 4(a)(2) of the Securities Act of 1933, as amended.

June 8, 2020, the Company entered into an underwriting agreement (the “June Underwriting Agreement”) with Maxim pursuant

to which Maxim agreed to underwrite the public offering (the “June Offering”) of 13,333,333 shares (the “Shares”)

of the Company’s Class A common stock at a public offering price of $0.75 per share.

National acted as co-manager of the

June Offering.

The June Offering closed on June 11, 2020, with the Company’s sale of the Shares for gross proceeds of $10,000,000.

In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 2,000,000 shares of Class A

common stock at the public offering price less discounts and commissions (the “June Over-Allotment Option”).

Over-Allotment Option was exercised in full on June 24, 2020, for additional proceeds of $1,500,000, through the sale of an additional

1,999,667 shares of Class A common stock.

Maxim acted as sole-bookrunner and National acted as co-manager for the Offering.

proceeds, before underwriting discounts and commissions and estimated offering expenses, totaled $11.5 million.

As compensation

for underwriting the Offering, Maxim and National together received an underwriting discount of 7% of the Offering and the Over-Allotment

Option and were reimbursed for up to $85,000 in underwriting expenses.

The June Offering was conducted pursuant to the Company’s

registration statement on Form S-1 (SEC File No.

333-238634) previously filed with and subsequently declared effective by the

February 4, 2020, we and Lind Global Marco Fund, LP (the “Investor”

or “Lind”) entered into a purchase

agreement (the “2020 SPA”) pursuant to which we received $750,000 in exchange for the issuance to Lind of (1) an $825,000

convertible promissory note, payable at an 8% interest rate, compounded monthly (the “2020 Note”), (2) certain shares

of restricted Company Class A common stock valued at $60,000, calculated based on the 20-day volume average weighted price of

the Class A common stock for the period ended February 4, 2020, and (3) a commitment fee of $26,250.

The Note matures over 24

months, with repayment commencing on August 4, 2020, after which time the Company will be obligated to make monthly payments of

$45,833 (the “Monthly Payments”), plus interest.

Interest payments owed under the 2020 Note (the “Interest Payments”)

began accruing on the one-month anniversary of the issuance of the Note, however such accrued Interest Payments, which may be

paid in either conversion shares or cash, did not become until after the six month anniversary of the Note’s issuance.

may make the Monthly Payments and any Interest Payments in shares of the Company’s Class A common stock so long as such

shares are either registered for resale under the Securities Act of 1933, as amended, or may be sold without restriction pursuant

to Rule 144 thereunder.

As such, the Monthly Payments may be subject to reduction in any month by any amounts converted into the

Company’s Class A common stock.

In connection with this transaction the Company and Lind amended and restated the $4,400,000

note and the $1,375,000 note referred to below that we issued to Lind in March and December 2019, respectively, to provide that

we would not make any payments under the Lind notes in the form of Class A Common Stock if such payments could cause the Company

to violate any rules of the Nasdaq Capital Market.

In addition, on February 4, 2020, we and Lind entered into a second amended

and restated security agreement for purposes of amending and restating a prior security agreement, dated as of December 13, 2019.

Also, Sallyport Commercial Finance, LLC, as first lien creditor, and Lind, as second lien creditor, entered into a second amended

and restated intercreditor agreement for purposes of amending and restating the intercreditor agreement between the parties, dated

as of December 13, 2019, in order to reaffirm and confirm the relative priority of each creditor’s respective security interests

in our assets.

Balance Sheet Arrangements

have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our

financial condition, results of operations or liquidity and capital resources.

Accounting Policies and Estimates

condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United

States (“GAAP”).

In connection with the preparation of our financial statements, we are required to make assumptions

and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses

and the related disclosures.

We base our assumptions, estimates and judgments on historical experience, current trends and other

factors that management believes to be relevant at the time our condensed consolidated financial statements are prepared.

regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements

are presented fairly and in accordance with GAAP.

However, because future events and their effects cannot be determined with certainty,

actual results could differ from our assumptions and estimates, and such differences could be material.

significant accounting policies are discussed in the notes to the unaudited condensed consolidated financial statements.

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 :

and Intangible assets

compensation expense

Growth Company

are an “emerging growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

As an emerging growth company, we may take advantage of certain specified reduced reporting and other regulatory requirements

that are available to public companies that are emerging growth companies.

provisions include:

exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required

by Section 404 of the Sarbanes-Oxley Act of 2002;

exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;

exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB,

requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required

to provide additional information about our audit and our financial statements;

disclosure about our executive compensation arrangements.

have elected to take advantage of the exemption from the adoption of new or revised financial accounting standards until they

would apply to private companies.

As a result of this election, our financial statements may not be comparable to companies that

comply with public company effective dates.

Quantitative and Qualitative Disclosure About Market Risk

a “smaller reporting company,”

this item is not required.

previously disclosed, Boxlight Corporation entered into an accounts receivable agreement, effective September 30, 2020 (the “Accounts

Receivable Agreement”), between Sallyport Commercial Finance LLC (“Sallyport”) and the Company’s subsidiaries.

Under the terms of the Accounts Receivable Agreement, the Subsidiaries were originally able to sell up to $ 6,000,000

(the “Maximum Facility Limit Amount”)

of eligible accounts receivable that are accepted by Sallyport for up to 90 %

of the face amount of each such eligible account.

On July 20, 2021, Boxlight and Sallyport amended the Accounts Receivable Agreement

(the “ARC Amendment”) for purposes of increasing the Maximum Facility Limit Amount to $ 13,000,000 ,

as well as increasing the minimum monthly sales from $ 1,250,000

to $ 3,000,000 .

In exchange for entry into the ARC Amendment, Boxlight agreed to pay a fee of $ 50,000 ,

representing one percent of the increased Maximum Facility Limit Amount.

Other terms of the Accounts Receivable Agreement remain unchanged.

On August 6, 2021, Boxlight and Sallyport entered into an additional amendment of the Accounts Receivable Agreement (the “Second

ARC Amendment”), which further increased the Maximum Facility Limit Amount to $ 15,000,000 .

In exchange for entry into the Second

ARC Amendment, Boxlight agreed to a fee of $ 20,000 , representing one percent of the increased Maximum Facility Limit Amount.

of the Accounts Receivable Agreement remain unchanged.

of Debt Transactions

July 8, 2021, the Company issued 22,179 shares of Class A common stock in lieu of principal and interest payment of notes payable with

an aggregate amount of $ 48,583 .

July 21, 2021, the Company issued 576,325 shares of Class A common stock in lieu of principal and interest payment of notes payable with

an aggregate amount of $ 1,000,000 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements