What changed in this filing

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Item 1. Financial Statements

2021-11-10 compared with 2021-08-12 · 433 added, 404 removed, 730 unchanged (53% of the section changed)

1 unchanged sentence

Condensed Statements of Operations and Comprehensive Loss

the six months ended June 30, 2021 and 2020

the nine months ended September 30, 2021, and 2020

thousands, except per share amounts)

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Revenues, net

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Interest expense, net

Other income, net

Other income (expense), net

Changes in fair value of derivative liabilities

(Loss) gain from settlements of liabilities

Loss from settlements of liabilities

Total other income (expense)

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Income tax expense

Net income (loss)

Fixed dividends - Series B Preferred

Deemed Contribution -Series B Preferred

Net loss attributable to common stockholders

Net income (loss) attributable to common stockholders

Comprehensive loss:

Foreign currency translation gain (loss)

Net income (loss)

Foreign currency translation (loss) gain

Total comprehensive loss

Net loss per common share – basic and diluted

Weighted average number of common shares outstanding – basic and diluted

Net income (loss) per common share – basic

Net income (loss) per common share – diluted

Weighted average number of common shares outstanding – basic

Weighted average number of common shares outstanding – diluted

accompanying notes to unaudited consolidated condensed financial statements.

Condensed Balance Sheets

of June 30, 2021 and December 31, 2020

June 30, 2021

of September 30, 2021 and December 31, 2020

September 30, 2021

December 31, 2020

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Condensed Statements of Changes in Stockholders’ Equity

the three and six Months Ended June 30, 2021

Accumulated Other

Preferred Stock

the three and nine months ended September 30, 2021

Comprehensive

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

as of December 31, 2020

options exercised

lieu of payment for services rendered

lieu of payment for services rendered, shares

of accounts payable liabilities

of debt obligations

of Restricted Shares

of notes payable

of notes payable, shares

fees for issuance of notes payable

fees for issuance of notes payable, shares

issued for Stemify acquisition

issued for Stemify acquisition, shares

offering, shares

issued for Interactive Concepts acquisition

issued for Interactive Concepts acquisition, shares

currency translation

Contribution - Preferred Series B

dividends Preferred Series B

as of March 31, 2021

of debt obligations

of Restricted Shares

issued for Interactive Concepts acquisition

currency translation

Contribution - Preferred Series B

dividends - Preferred Series B

as of June 30, 2021

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

options exercised

currency translation

dividends Preferred Series B

as of September 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

Condensed Statements of Changes in Stockholders’ Equity

the three and nine Months Ended September 30, 2020

Comprehensive

Balance as of December 31, 2019

Shares issued for:

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

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

as of December 31, 2019

lieu of payment for services rendered

of accounts payable liabilities

of debt obligations

currency translation

as of March 31, 2020

of accounts payable liabilities

of debt obligations

of Restricted Shares

issued for Stemify acquisition

currency translation

as of June 30, 2020

Acquisition of Preferred C shares

of notes payable

fees for issuance of notes payable

currency translation

income (loss)

as of September 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

the nine months ended September 30, 2021 and 2020

Nine Months Ended

September 30, 2021

September 30, 2020

Cash flows from operating activities:

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Bad debt (recovery) expense

Loss (gain) on settlement of liabilities

Loss on settlement of liabilities

Change in allowance for sales returns and volume rebate

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Change in fair value of derivative liability

Change in fair value of earn-out payable

Shares issued for interest payment on notes payable

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Business acquisitions (net of cash acquired)

Settlement of earn out obligations

Purchases of furniture and fixtures

Cash paid for patents

Cash paid to settle earnout obligations

Purchases of furniture and fixtures, net

Net cash used in investing activities

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Principal payments on short-term debt

Payment on fixed dividends of class B preferred stock

Proceeds from convertible debt

Proceeds from the exercise of stock options and warrants

Debt issuance costs

Payments of fixed dividends - Series B Preferred

Net cash (used in) provided by financing activities

Net cash provided by financing activities

Effect of foreign currency exchange rates

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Shares issued for conversion of notes payable and accrued interest

Shares issued for Interactive Concepts acquisition

Shares issued for closing fees related to outstanding notes payable

Shares issued for acquisition

Preferred share issued as consideration for acquisition of Sahara

Exercise of warrants

Declared but unpaid fixed dividends - Series B Preferred

Deemed contribution - Series B Preferred

Deferred consideration for Interactive acquisition

Deferred consideration for acquisition

Notes payable issued as consideration for acquisition of MyStemKit

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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.

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 Kingdom.

OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

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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.

Accordingly, they do not include all 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

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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.

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

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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,

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

OF FINANCIAL LIABILITIES MEASURED ON A RECURRING BASIS

Value as of September 30,

Derivative liabilities - warrant instruments

Earn-out payable – related party

Value as of December 31,

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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

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

OF WARRANT INSTRUMENTS ROLLFORWARD

(in thousands)

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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

Settlement of earn-out payable

Balance, June 30, 2021

Balance, September 30, 2021

GAIN (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is

computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding

during the period.

For purposes of this calculation, options to purchase common stock, restricted stock units subject to vesting and

warrants to purchase common stock were considered to be common stock equivalents.

Diluted net income (loss) per common share is

determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of

common stock equivalents.

In periods when losses are reported, the weighted-average number of common shares outstanding excludes

common stock equivalents, because their inclusion would be anti-dilutive.

For the quarter ended September 30, 2021, where the

company had income, approximately 1.8 million

of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive

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

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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.

technology solutions whereby customers enter into purchase agreements with us along with 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.

In such situations,

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

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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.

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.

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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.

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

During the nine months ended

September 30, 2021 and September 30, 2020, the Company recognized $ 4.4

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.

Consideration

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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.

An allowance for sales

returns is estimated based on an analysis of historical trends.

In very limited situations, a customer may return previous purchases

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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.

There was no material revenue recognized in the third quarter of 2021 related to changes in estimated variable consideration

that existed at December 31, 2020.

Performance Obligations

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

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 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

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

to remaining performance obligations was $ 20.0

million and $ 16.1

million, respectively.

The Company expects to

recognize revenue on 9 %

of the remaining performance obligations during the fourth quarter of 2021, 24 %

in 2022, 47 %

in 2023 and 2024, with the remaining 20 %

recognized thereafter.

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

SCHEDULE OF DISAGGREGATES REVENUE

OF DISAGGREGATES REVENUE

Three Months Ended

Six Months Ended

June 30, 2021

Nine Months Ended

September 30, 2021

(in thousands)

June 30, 2020

September 30, 2020

(in thousands)

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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 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.

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Total deferred commissions, net of accumulated amortization, was $ 253 thousand

at June 30, 2021.

at September 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

STANDARDS PENDING ADOPTION

October 2021, The FASB issued Accounting Standards Update (ASU) No.

2021-08, “ Accounting for Contract Assets and Contract Liabilities

From Contracts With Customers ”, which amends the guidance in ASC 805 to require that “an entity (acquirer) recognize

and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.” At the acquisition

date, an acquirer would account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts.

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

August 2021, The FASB issued Accounting Standards Update (ASU) 2021-06, “ Amendments to SEC Paragraphs Pursuant to SEC Final

Rule Releases No.

33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses ” to amend SEC paragraphs

in the Accounting Standards Codification to reflect the issuance of SEC Release No.

33-10786, Amendments to Financial Disclosures

about Acquired and Disposed Businesses.

Among other changes, the final rule modifies the significance tests and improves the disclosure

requirements for (1) acquired or to be acquired businesses, (2) real estate operations, and (3) pro forma financial information.

the final rule includes amendments to financial disclosures specific to smaller reporting companies (SRCs).

The Company is currently

evaluating the impact that this standard update will have on its financial statements.

May 2021, the FASB issued ASU No.

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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 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

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

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Earlier application is permitted.

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 not expected to a

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

2 – RECENT BUSINESS ACQUISITION

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of the fair value of consideration paid:

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

(in thousands)

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Accounts receivable

Prepaid expenses and other current assets

Property and equipment

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Accounts payable and accrued expenses

Deferred revenue

Deferred tax liability

Other liabilities

Total liabilities assumed

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Consideration paid:

Preferred shares issued

Deferred cash consideration

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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

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

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value of consideration paid:

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

(in thousands)

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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.

Loss for the nine months ended September 30, 2021.

Forma Financial Results

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

following unaudited pro forma information reflects our consolidated results of operations for the three and nine months ending September

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.

SCHEDULE OF PRO FORMA INFORMATION

Three months ended June 30, 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.

OF PRO FORMA INFORMATION

(Unaudited) in thousands As Reported

(Unaudited) in thousands Proforma

Three months ended September 30, 2020

(Unaudited) in thousands as

(Unaudited) in thousands Proforma

Revenues, net

Net loss attributable to common shareholders

Six months ended June 30, 2020

(Unaudited) in thousands As Reported

(Unaudited) in thousands Proforma

Nine months ended September 30, 2020

(Unaudited) in thousands As Reported

(Unaudited) in thousands Proforma

Revenues, net

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3 – ACCOUNTS RECEIVABLE - TRADE

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

SCHEDULE OF ACCOUNTS RECEIVABLE - TRADE

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

OF ACCOUNTS RECEIVABLE - TRADE

Accounts receivable – trade

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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 obsolescence

Inventories, net

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

OF INVENTORIES

for inventory obsolescence

shipping costs

5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

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

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

OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepayments to vendors

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6 – INTANGIBLE ASSETS

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

SCHEDULE OF INTANGIBLE ASSETS

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

OF INTANGIBLE ASSETS

Customer relationships

10 - 15 years

Intangible assets, at cost

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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

the nine months ended September 30, 2021, and 2020, the Company recorded amortization expense of $ 5.2

million and $ 747

thousand, respectively.

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

Debt – Third Parties

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Note payable – STEM Education Holdings

Discount and issuance cost – Lind Global

Discount and issuance cost

Current portion of debt

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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.

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.

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

to which the Company received $ 750

thousand in exchange for the issuance to Lind

thousand convertible promissory note, payable

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

Note matures over 24

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

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

agreement (the “Lind SPA”) pursuant to which the Company received $ 20.0

million in exchange for the issuance to Lind

convertible promissory note, payable at a 4 %

interest rate, compounded monthly, (2) 310,399

of restricted Class A common stock valued at $ 900

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

Note matures over 24

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

plus interest.

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

The commitment fee in the amount of $400 thousand was paid to Lind Global, along with legal fees in the amount of $ 20

The Company paid Lind a total of

thousand in closing fees consisting

of commitment and legal 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 on Form S-3.

the nine months ended September 30, 2021, as payment for the Lind and Lind Global convertible notes, the Company repaid combined

principal of $ 9.9

million and interest of $ 510.9

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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 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.

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

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 .

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Receivable Financing – Sallyport Commercial Finance

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

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.

September 30, 2020, the Company’s wholly owned subsidiaries, Boxlight Inc.

(“Boxlight”), and EOS EDU

(“EOSEDU”) (Boxlight and EOSEDU together, the “Subsidiaries”), 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 Subsidiaries during the

Term with a right of recourse back to the Subsidiaries 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 Subsidiaries are required to pay a daily audit fee of $ 950

The Subsidiaries granted Sallyport

a security interest in all - 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.

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 .

for entry into the ARC Amendment, Boxlight agreed to a fee of $ 50,000 , representing one percent of the increased Maximum Facility Limit

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.

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.

Other terms of the Accounts Receivable Agreement remained unchanged.

August 23, 2021, the Company and Sallyport, as first lien creditor, and Lind Global Macro Fund, LP (“LGMF”) and Lind Global

Asset Management, LLC (“Lind Global”), together as second lien creditors, entered into the fourth amended and restated intercreditor

agreement (the “Fourth A&R Intercreditor Agreement”) for the sole purpose of increasing the permitted first lien cap

thereunder from $ 6 million to $ 20 million.

8 – DERIVATIVE LIABILITIES

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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

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

OF FAIR VALUE OF DERIVATIVE LIABILITIES

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)

December 31, 2020

Common stock issuable upon exercise of warrants

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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.

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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 six months ended June 30, 2021 and

2020 (in thousands):

SCHEDULE OF CHANGE IN DERIVATIVE LIABILITIES

following table shows the change in the Company’s derivative liabilities rollforward for the nine months ended September 30, 2021,

and 2020 (in thousands):

OF CHANGE IN DERIVATIVE LIABILITIES

Balance, December 31, 2020

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Change in fair value of derivative liabilities

Balance, June 30, 2021

Balance, September 30, 2021

Balance, December 31, 2019

Change in fair value of derivative liabilities

Balance, June 30, 2020

Balance, September 30, 2020

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

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

SCHEDULE OF PRETAX INCOME (LOSS)

OF PRETAX INCOME (LOSS)

Three Months Ended

September 30,

United States

Total pretax book income, (loss)

Six Months Ended

Nine Months Ended

September 30,

United States

Total pretax book loss

Total pretax book income, (loss)

Company recorded income tax expense of $ 3.9

million and $ 2.54

million for the three and six months ended June

30, 2021, respectively.

million and zero

tax for the nine months ended September 30, 2021

and September 30, 2020, 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.

million in second quarter of this year 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

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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.

As such, we had to reflect the tax impact as a discrete

event in our results.

The year-to-date effective tax rate is (139.3)% due to there being no tax expense/benefit for

the legacy Boxlight entities, but the Sahara entities are fully taxable.

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

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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

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

and December 31, 2020.

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

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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 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 several 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 $ 82 K

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

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

This amount includes $ 24 K

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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

the time of the Company’s initial public offering, the Company issued 250,000

shares of the Company’s non-voting convertible

Series A preferred stock to Vert Capital for the acquisition of Genesis.

All of the Series A preferred stock was convertible

shares of Class A common stock.

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 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).

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).

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.

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 % 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

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 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

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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 (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.

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.

March 24, 2021, the Company entered into a share 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 repurchase 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.

Such stockholders hold 96% of the Series C preferred stock.

Upon redemption, the Series C shares

held by such stockholders would convert into approximately 7.6

million shares of Class A Common Stock at the

stated conversion price of $ 1.66

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.

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

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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.

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.

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 would automatically convert into shares of Class A common stock.

As of September 30, 2021, and December

31, 2020, the Company had 61,310,899 and 53,343,518 shares of Class A common stock issued and outstanding, respectively.

No Class B shares

were outstanding at September 30, 2021 or December 31, 2020.

of common stock

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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

the nine months ended September 30, 2021, the Company repaid principal of $ 9.9 million and interest of $ 511 thousand by issuing 5.7 million

shares Class A common stock with an aggregate value of $ 13.8 million to Lind and recognized a $ 3.4 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 nine months ended September 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 nine months ended September 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 six months ended June 30, 2021, options to purchase a total of 322

thousand shares of Class A common stock were

the nine months ended September 30, 2021, options to purchase a total of 485 thousand shares of Class A common stock were exercised.

11 – STOCK COMPENSATION

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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.

Plan, as amended (together “Equity Incentive Plans”), in the aggregate were 5,000,000

shares, respectively.

The 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

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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:

following is a summary of the option activities during the nine months ended September 30, 2021:

SCHEDULE OF STOCK OPTION ACTIVITY

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Outstanding, December 31, 2020

Outstanding, June 30, 2021

Exercisable, June 30, 2021

Outstanding, September 30, 2021

Exercisable, September 30, 2021

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

As of September

30, 2021, and December 31, 2020, the stock options had an intrinsic value of approximately $ 4.5 million and $ 2.9 million, respectively.

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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.

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

SCHEDULE OF RSU ACTIVITIES

2 unchanged sentences

Outstanding, December 31, 2020

Outstanding, June 30, 2021

( 1,126,391 )

Outstanding, September 30, 2021

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

1 unchanged sentence

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 six months ended June 30, 2021:

addition, on March 20, 2021, the Company granted an aggregate of 875,245

shares of restricted common stock to Michael

Pope, the Company’s 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.

The following

is a summary of the warrant activities during the nine months ended September 30, 2021:

SCHEDULE OF WARRANT ACTIVITY

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Outstanding, December 31, 2020

Outstanding, June 30, 2021

Exercisable, June 30, 2021

Outstanding, September 30, 2021

Exercisable, September 30, 2021

compensation expense

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

(in thousands):

the nine months ended September 30, 2021, and 2020, the Company recorded the following stock compensation in general and administrative

expense (in thousands):

SCHEDULE OF STOCK COMPENSATION EXPENSES

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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.

of September 30, 2021, there was approximately $ 5.7 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 $ 1.1 million is

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

12 – RELATED PARTY TRANSACTIONS

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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.

June 21, 2018, the Company issued a warrant to purchase 270,000

Class A common stock, at an exercise price of

per share, to an entity wholly owned by Mr.

in exchange for the cancellation of a warrant that had been issued to him 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 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 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

for sales, marketing, technical support, and service staff.

All such facilities are under non-cancelable lease agreements

with terms ending in 2023.

the nine months ended September 30, 2021, and 2020, aggregate rent expense was $ 1.3 million and $ 351 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.

As of September 30, 2021, the total amount of such open inventory purchase orders was $51.5 million.

14 – CUSTOMER AND SUPPLIER CONCENTRATION

were two customers that account for greater than 10% of the Company’s consolidated revenues for the six months ended June 30, 2021.

were two customers that account for greater than 10% of the Company’s consolidated revenues for the nine months ended September

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

June 30, 2021

the nine months ended September 30, 2021

from this customer as of

30, 2021 (in thousands)

the nine months ended September 30, 2021, the Company’s purchases were concentrated amongst two vendors.

Details are as follows:

from the vendor

as a percentage of

cost of sales

Company believes there are other suppliers that could be substituted should the above cited suppliers become unavailable or non-competitive.

15 – SUBSEQUENT EVENTS

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 .

Company signed an agreement on October 29, 2021 to acquire FrontRow Calypso LLC, a leader in classroom and campus communication solutions

for the education market.

The acquisition will be effective as of October 31, 2021, and is expected to close in the fourth quarter.

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