What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-28 compared with 2024-03-14 · 313 added, 221 removed, 886 unchanged (38% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 202 3 and 202 2

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

3 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Boxlight Corporation and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively referred to as the “financial statements”).

We have audited the accompanying consolidated balance sheets of Boxlight Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

1 unchanged sentence

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the financial statements, the Company has identified certain conditions relating to its outstanding debt and Series B Preferred Stock that are outside the control of the Company.

As described in Note 1 to the financial statements, the Company has identified certain conditions relating to its outstanding debt and Series B and C Preferred Stock that are outside the control of the Company.

In addition, the Company has generated recent losses.

19 unchanged sentences

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter – Goodwill Impairment Assessment

As described in Note 1, in analyzing goodwill for potential impairment in the quantitative impairment test, the Company uses a combination of the income and market approaches to estimate the fair value.

Under the income approach, the Company calculates the fair value based on discounted estimated future cash flows.

Under the market approach, the Company estimates the fair value based on the market multiples of revenue or earnings before interest, income taxes, depreciation, and amortization for benchmark companies.

We identified the quantitative impairment test of goodwill as a critical audit matter.

The principal considerations for that determination included the judgment involved in assessing management’s impairment test of goodwill due to the measurement uncertainty involved in determining the fair value of equity for the reporting units.

In particular, the fair value estimates are sensitive to changes in assumptions such as discount rates, expected future cash flows, long-term growth rates, and comparable company earnings multiples.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the

critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter – Intangible Impairment Assessment

As described in Note 1, the Company reviews the carrying amounts of intangible assets for impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable.

The Company measures the recoverability of intangible assets by comparing the carrying amount of the asset group to the future undiscounted cash flows.

We identified the quantitative impairment test of intangibles as a critical audit matter.

The principal considerations for that determination included the audit effort, subjectivity, and judgment involved in assessing management’s impairment test of intangibles due to estimates that are sensitive to changes in assumptions such as expected future cash flows and long-term growth rates.

The primary procedures we performed to address this critical audit matter included:

• We obtained an understanding of management’s process for assessing goodwill impairment and performing the qualitative goodwill impairment test, including management’s process for developing assumptions used in the income and market approaches to estimate the fair value of reporting units.

• We obtained an understanding of management’s process for assessing triggering events for intangible impairment and performing the undiscounted cash flow impairment test, including management’s process for developing assumptions used determining forecasted cash flows.

• We evaluated management’s revenue growth rates, margins, and cash flows to current industry and economic trends, while also considering the current and future business, customer base, and product mix.

• We assessed management’s process for estimating revenue growth and margins by comparing past projections to actual performance.

• With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the models, valuation methodology, and significant assumptions used in the income and market approaches to estimate the fair values.

• We tested management’s reconciliation of the fair value of equity of the reporting units to the market capitalization of the Company.

/s/ FORVIS, LLP

• With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the model used and reasonableness of future net working capital assumptions.

/s/ Forvis Mazars, LLP

We have served as the Company’s auditor since 2018.

6 unchanged sentences

2024 December 31,

(as adjusted)*

Current assets:

Cash and cash equivalents $ 8,007 $ 17,253

Accounts receivable – trade, net of allowances 29,523 31,009

Accounts receivable – trade, net of allowances of $ 394 and $ 421 , respectively

18,325 32,668

Inventories, net of reserves 43,265 44,131

4 unchanged sentences

Intangible assets, net of accumulated amortization 25,944 45,964

Goodwill — 25,092

Other assets 790 906

13 unchanged sentences

Operating lease liabilities, non-current 6,428 7,282

Other long-term liabilities 165 —

Total liabilities 99,692 116,513

8 unchanged sentences

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

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

167,972 and 167,972 shares issued and outstanding, at December 31, 2024 and 2023, respectively

Common stock, $ 0.0001 par value, 3,750,000 shares authorized;

2 unchanged sentences

Accumulated deficit ( 132,610 ) ( 104,275 )

Accumulated other comprehensive income (loss) 1,301 ( 914 )

Total stockholders’ equity 16,751 51,893

Accumulated other comprehensive income 227 1,301

Total stockholders’ (deficit) equity ( 12,896 ) 16,751

Total liabilities and stockholders’ equity $ 115,305 $ 161,773

12 unchanged sentences

Total operating expense 66,411 89,602

(Loss) income from operations ( 26,300 ) 3,049

Loss from operations ( 19,470 ) ( 26,300 )

Other income (expense):

1 unchanged sentence

Other expense, net ( 727 ) ( 417 )

Gain on settlement of liabilities, net — 856

Change in fair value of derivative liabilities 205 267

1 unchanged sentence

Loss before income taxes ( 30,244 ) ( 37,290 )

Income tax expense ( 1,866 ) ( 49 )

Income tax benefit (expense) 1,909 ( 1,866 )

Net loss ( 28,335 ) ( 39,156 )

10 unchanged sentences

Boxlight Corporation

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Year Ended December 31, 2024

3 unchanged sentences

Capital Accumulated Other

Comprehensive Income (Loss) Accumulated

Comprehensive Income Accumulated

Deficit Total

Shares Amount Shares Amount

Balance, December 31, 2022 167,972 $ — 9,339,587 $ 1 $ 117,849 $ ( 914 ) $ ( 65,043 ) $ 51,893

Cumulative effect of change in accounting principle, net of tax — — — — — — ( 76 ) ( 76 )

Balance, December 31, 2023 - as adjusted 167,972 $ — 1,940,900 $ — $ 119,725 $ 1,301 $ ( 104,275 ) $ 16,751

Shares issued for:

Stock options exercised — — 12,500 — 13 — — 13

Vesting of restricted stock units — — 29,715 — — — — —

Reverse stock split fractional adjustment — — 33,414 — — — — —

Stock compensation — — — — 1,031 — — 1,031

6 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity

For the Year Ended December 31, 2022

(in thousands except share amounts) - as adjusted

For the Year Ended December 31, 2023 - as adjusted

(in thousands except share amounts)

Preferred Stock Class A

6 unchanged sentences

Balance, December 31, 2022 167,972 $ — 1,867,918 $ — $ 117,850 $ ( 914 ) $ ( 65,043 ) $ 51,893

Cumulative effect of change in accounting principle, net of tax — — — — — — ( 76 ) ( 76 )

Balance, December 31, 2022 - as adjusted 167,972 — 1,867,918 — 117,850 ( 914 ) ( 65,119 ) 51,817

Shares issued for:

Stock options exercised — — 2,500 — 13 — — 13

Acquisition — — 28,846 — 150 — — 150

Debt issuance costs — — 66,021 — — — — —

Vesting of restricted stock units — — 63,799 — — — — —

Securities purchase agreement — — 875,000 1 2,352 — — 2,353

Warrant redemption, net — — 44,118 — — — — —

Issuance of warrants and prefunded warrants — — — — 2,349 — — 2,349

Reverse stock split fractional adjustment — — 6,683 — — — — —

Stock compensation — — — — 3,131 — — 3,131

10 unchanged sentences

Net loss $ ( 28,335 ) $ ( 39,156 )

Adjustments to reconcile net loss to net cash provided by operating activities:

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

Amortization of debt discount and issuance cost 2,608 2,303

Bad debt expense 213 9

Gain on settlement of liabilities — ( 856 )

Paid-in-kind interest on short-term debt 240 —

Changes in deferred tax assets and liabilities ( 3,415 ) ( 347 )

5 unchanged sentences

Impairment of goodwill — 25,195

Loss on disposal of asset 156 —

Change in right of use assets and lease liabilities ( 24 ) 249

6 unchanged sentences

Other short-term liabilities 1,849 1,136

Other long-term liabilities 165 —

Deferred revenues ( 633 ) 290

Other liabilities — ( 312 )

Net cash provided by operating activities $ 11,581 $ 1,190

Net cash (used in) provided by operating activities $ ( 439 ) $ 11,581

Cash flows from investing activities:

Asset acquisition — ( 100 )

Purchases of furniture and fixtures, net ( 506 ) ( 1,321 )

1 unchanged sentence

Cash flows from financing activities:

Net proceeds from issuance of common stock and warrants, net of issuance costs — 4,700

Proceeds from issuances of short-term debt 4,000 3,000

1 unchanged sentence

Principal payments on long-term debt ( 5,622 ) ( 6,755 )

Proceeds from long term debt — 2,500

Principal payments on short-term debt ( 4,249 ) ( 3,000 )

Payments of fixed dividends to Series B Preferred stockholders ( 1,269 ) ( 1,269 )

Proceeds from issuance of common stock — 84

Net cash used in financing activities $ ( 7,140 ) $ ( 8,011 )

Effect of foreign currency exchange rates ( 1,161 ) 413

Net increase (decrease) in cash and cash equivalents 2,662 ( 3,347 )

Net (decrease) increase in cash and cash equivalents ( 9,246 ) 2,662

Cash and cash equivalents, beginning of the period 17,253 14,591

5 unchanged sentences

Addition of operating lease liabilities $ 681 $ 5,865

Shares issued for asset acquisition $ — $ 150

See Accompanying Notes to Financial Statements.

3 unchanged sentences

COMPANY HISTORY AND RECENT ACQUISITIVE GROWTH

Boxlight Corporation (the “Company”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products.

Boxlight Corporation (the “Company,” “we,” “us,” and “our”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products.

The Company designs, produces and distributes interactive technology solutions predominantly to the education market.

1 unchanged sentence

The accompanying consolidated financial statements include the accounts of Boxlight Corporation and its wholly owned subsidiaries.

Intercompany transactions and account balances among all of affiliated entities have been eliminated.

Intercompany transactions and account balances among all affiliated entities have been eliminated.

In the opinion of management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature and necessary for fair financial statement presentation.

9 unchanged sentences

the relative stand-alone selling prices of goods and services;

and variable consideration.

REVERSE STOCK SPLIT AND RECLASSIFICATIONS

On June 14, 2023, the Company effected a reverse stock split of the Company’s Class A common stock whereby each eight shares of the Company’s authorized and outstanding Class A common stock was converted into one share of common stock.

variable consideration;

and long-term incentive plans.

REVERSE STOCK SPLITS AND RECLASSIFICATIONS

In order to regain compliance with NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule"), on February 14, 2025, the Company effected a reverse stock split of the Company’s Class A common stock whereby each five shares of the Company’s authorized and outstanding Class A common stock was converted into one share of common stock.

The par value of the common stock was not adjusted.

2 unchanged sentences

The quantity of Class A common stock equivalents and the conversion and exercise ratios were adjusted for the effect of the reverse stock split for warrants, stock compensation arrangements, and the conversion features on preferred shares.

There are presently no shares of Class B common stock outstanding and none were outstanding as of December 31, 2024 and 2023.

The Company issued 33 shares of Class A common stock to adjust fractional shares following the reverse stock split to the nearest whole share.

The par value of the common stock was not adjusted.

Following the reverse split, the authorized shares for Class A common stock was adjusted to 18,750,000 , the authorized shares for Class B common stock remained at 50,000,000 shares, and the authorized shares of preferred stock remained unchanged at 50,000,000 shares.

All Class A common share and per share amounts for all periods presented in the consolidated financial statements and the notes to the consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in aggregate par value of Class A common stock to additional paid-in capital on the consolidated balance sheets of approximately $ 6 thousand.

The quantity of Class A common stock equivalents and the conversion and exercise ratios were adjusted for the effect of the reverse stock split for warrants, stock compensation

arrangements, and the conversion features on preferred shares.

All of the agreements included existing conversion language in the event of a stock split and thus did not result in modification accounting or additional incremental expense as a result of this transaction.

The Company issued 6,683 shares of Class A common stock to adjust fractional shares following the reverse stock split to the nearest whole share.

There are presently no shares of Class B common stock outstanding and none were outstanding as of December 31, 2023 and 2022.

GOING CONCERN

The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business.

At September 30, 2023 the Company was not in compliance with its Senior Leverage Ratio financial covenant under the credit agreement, originally dated December 31, 2021, as amended (the "Credit Agreement"), between the Company, its direct and indirect subsidiaries, and Whitehawk Finance LLC, as lender, and White Hawk Capital Partners, LP, as collateral agent.

The Company's non-compliance with the Credit Agreement was cured by the Company paying

$ 4.3 million, inclusive of $ 0.3 million in prepayment penalties and accrued interest, in November 2023 which would have resulted in the Company being in compliance with the Senior Leverage Ratio at September 30, 2023.

At December 31, 2023, the Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement.

The Senior Leverage Ratio, as stated in the Third Amendment to the Credit Agreement, decreases to 2.50 at December 31, 2023, 2.00 at March 31, 2024 and June 30, 2024 and at 1.75 thereafter.

On March 14, 2024 the Company entered into a fifth agreement (the 'Fifth Amendment') with the Collateral Agent and Lender which waived any Event of Default that may have arisen directly as a result of the financial covenant default at December 31, 2023 and in the interim two-month period ended February 29, 2024.

The Fifth Amendment also restated the Senior Leverage Ratio and Minimum Liquidity requirements.

Under the Amended agreement, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00 , at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75 .

Because of the significant decreases in the required Senior Leverage Ratio that will occur over the next twelve months, the Company’s current forecast projects the Company may not be able to maintain compliance with this ratio.

As described in Note 9, the Company was not in compliance with the Senior Leverage Ratio financial covenant under its Credit Agreement at December 31, 2023, June 30, 2024, September 30, 2024, and December 31, 2024.

Non-compliance was waived by the Agent and Lender under amendments to the Credit Agreement.

In addition, the Company was also not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024.

On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $ 2.5 million working capital bridge loan in March 2025 and (ii) waive any events of default that may have arisen directly as a result of (i) the Financial Covenant Event of Default (as defined in the Eighth Amendment) for the periods ended December 31, 2024 and March 31, 2025 and (ii) the Borrowing Base defaults described in the Eighth Amendment for the months ended December 31, 2024, January 31, 2025 and February 28, 2025.

The bridge loan, including the related fee, is due and payable in full on August 31, 2025, and are not subject to prepayment penalties.

In conjunction with obtaining the waiver, the Company must now also comply with the following covenants:

• Initiate recapitalization efforts and/or other financing arrangements with target completion milestones starting on March 21, 2025 through an expected completion of the recapitalization and/or repayment of the debt by June 16, 2025.

Not meeting these dates is an event of default under the credit facility.

• Provide budgets to the lender with variances in excess of specified thresholds resulting in an event of default at the discretion of the lender.

The Company will also be required to meet with a financial advisor, as designated by the lender, if requested.

In addition, the amendment prohibits the Company from paying dividends or distributions to the preferred stockholders and reduces the borrowing base calculations by reducing the value assigned to its intellectual property to $ 11.2 million.

There can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to maintain full compliance with these covenants in the future.

Because of the significant decreases in the required Senior Leverage Ratio, the Company’s current forecast projects the Company may not be able to maintain compliance with this ratio.

In addition, the Company’s Term Loan, which has an outstanding balance of $ 37.6 million as of December 31, 2024, matures on December 31, 2025.

As of December 31, 2024, the Company reclassified all of its long-term debt to short-term debt due to its maturity date being within the next 12 months.

The Company is actively working to refinance its debt with new lenders, however there can be no assurance that these efforts will be successful prior to the maturity date at which time all amounts under the Term Loan will become due.

These conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued.

In view of this matter, continuation as a going concern is dependent upon the Company’s ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on more favorable terms.

In view of the Term Loans being payable in full within the next twelve months and the required Senior Leverage Ratio, continuation as a going concern is dependent upon the Company’s ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on more favorable terms.

The Company is actively working to refinance its debt with new lenders.

While the Company is confident in its ability to refinance its existing debt, it does not have written or executed agreements as of the issuance of this Form 10-K.

While the Company has currently engaged financial advisors and is actively working to refinance its existing debt, it does not have written or executed agreements as of the issuance of this Form 10-K.

The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control.

We believe we have a good working relationship with our current lender.

However, there can be no assurance that the Company will be successful in refinancing its debt, or on terms acceptable to the Company.

However, there can be no assurance that the Company will be successful in refinancing its debt, on a timely basis, or on terms acceptable to the Company, or at all.

To the extent not converted into the Company’s Class A common stock, the outstanding shares of our Series B preferred stock became redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon, 30 days’ prior written notice to the Company, for a redemption price, payable in cash, equal to the sum of (a) ($ 10.00 ) multiplied by the number of shares of Series B preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares.

We may be required to seek alternative financing arrangements or restructure the terms of the agreement with the Series B preferred shareholders on terms that are not favorable to us if cash and cash equivalents are not sufficient to fully redeem the Series B preferred shares.

We are currently evaluating alternatives to refinance or restructure the Series B preferred shares including extending the maturity of the Series B preferred shares beyond the current optional conversion date.

If all unconverted shares of Series B Preferred Stock were redeemed on December 31, 2024, the total amount payable by the Company would be $ 15.9 million.

In addition, our Series C preferred stock will become redeemable at the option of the holders at any time or from time to time commencing on January 1, 2026 upon, 30 days’ prior written notice to the Company for a redemption price, payable in cash, equal to the sum of (a) ($ 10.00 ) multiplied by the number of shares of Series C preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares.

If all unconverted shares of Series C Preferred Stock were redeemed, the total amount payable by the Company would be $ 13.2 million.

We may be required to seek alternative financing arrangements or restructure the terms of the agreements with the Series B and C preferred shareholders on terms that are not favorable to us if cash and cash equivalents are not sufficient to fully redeem the Series B and C preferred shares.

We are currently evaluating alternatives to refinance or restructure the Series B and C preferred shares including extending the maturity of the Series B preferred shares beyond the current optional conversion date.

As a result of the aforementioned factors, cash and cash equivalents, along with anticipated cash flows from operations, may not provide sufficient liquidity for our working capital needs, debt service requirements or to maintain minimum liquidity requirements under our Credit Agreement.

These financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.

REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

During the fourth quarter of 2024, the Company determined that the prior year financial statements contained immaterial errors related to the classification of its rebate liability and sales return reserve.

Specifically, the Company notes that the rebate liability should be recorded as a reduction to revenue with an offset to other current liabilities in the Company’s consolidated balance sheets.

In addition, the Company notes that the offset to its sales return reserve balance should have been recorded as a refund liability included in other current liabilities in the Company’s consolidated balance sheets.

As a result, certain prior year amounts have been revised for consistency with the current presentation.

The Company has evaluated these corrections in accordance with Accounting Standards Codification ("ASC") Topic 250, Accounting Changes and Error Corrections, FASB Concepts Statement No.

2, Qualitative Characteristics of Accounting Information, and SAB No.

99- Materiality, and determined it was not necessary to amend its previously issued fiscal year consolidated financial statements upon overall considerations of both quantitative and qualitative factors.

The corrections had no impact on the fiscal year 2023 Statement of Operations and Comprehensive Loss or Statement of Changes in Stockholders’ Equity.

A summary of immaterial corrections to the Company’s previously issued consolidated balance sheet are as follows (in thousands):

As reported Adjustments As revised

Accounts receivable – trade, net of allowances $ 29,523 $ 3,145 $ 32,668

Prepaid expenses and other current assets 9,471 57 9,528

Total assets 158,571 3,202 161,773

Other short-term liabilities 1,566 3,202 4,768

Total current liabilities 46,232 3,202 49,434

Total liabilities 113,311 3,202 116,513

Total stockholders’ (deficit) equity 158,571 3,202 161,773

A summary of immaterial corrections to the Company’s previously issued consolidated statements of cash flows are as follows (in thousands):

December 31, 2023

As reported Adjustments As revised

Change in allowance for sales returns and volume rebate $ 1,356 $ 74 $ 1,430

Accounts receivable – trade 781 ( 18 ) 763

Prepaid expenses and other current assets

( 1,874 ) ( 56 ) ( 1,930 )

COMPREHENSIVE LOSS

22 unchanged sentences

However, if the financial condition of our customers were to deteriorate, additional allowances might be required.

The Company also offers customers rights to return product and sales incentives, which primarily consist of volume rebates.

The Company's terms for product returns and sales incentives generally do not exceed a year.

The Company estimates sales returns and volume rebate accruals throughout the year based on various factors, including contract terms, historical experience and performance levels.

Total accrued sales returns were approximately $ 2.4 million and $ 2.0 million as of December 31, 2024 and 2023, respectively, and are reported in other current liabilities.

Total accrued sales incentives were approximately $ 0.9 million and $ 1.2 million as of December 31, 2024 and 2023, respectively, and are reported in other current liabilities.

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

13 unchanged sentences

Goodwill represents the cost in excess of the fair value of the net tangible and intangible assets of acquired businesses, and represents implied synergies expected of the completed business combinations.

Most goodwill is not amortized and is not deductible for tax purposes.

Under Topic 350, Intangibles—Goodwill and Other , the Company has an option to perform a “qualitative” assessment to determine whether quantitative impairment testing is necessary.

If, as a result of a qualitative assessment, it is more-likely-than-not that the fair value of the business is less than carrying amount, quantitative impairment testing is required.

Otherwise, no further testing is necessary.

If the Company performs a qualitative assessment, the Company

considers the following criteria:

macroeconomic conditions, industry and market conditions, overall financial performance and other entity specific events.

In addition, the Company assesses whether the most recent fair value determination resulted in an amount that significantly exceeded the carrying amount of the Company.

Based on these assessments, the Company determines whether the likelihood that a current fair value determination would be less than the current carrying amount is not more likely than not.

Because the qualitative assessment is an option, the Company may bypass it for any reporting unit in any period and begin the analysis using a quantitative impairment test.

The Company may also elect to perform a quantitative impairment test based on the period of time that has passed since the most recent determination of fair value, even when the Company does not believe that it is more-likely-than-not that the fair value of the business is less than carrying amount.

Most goodwill is not deductible for tax purposes.

In analyzing goodwill for potential impairment in the quantitative impairment test, the Company uses a combination of the income and market approaches to estimate the fair value.

4 unchanged sentences

However, if the fair value were to be less than carrying value, the Company would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the goodwill exceeded its implied value.

As of June 30, 2023, we determined that a triggering event had occurred as a result of our market capitalization that suggested one or more of the reporting units may have fallen below the carrying amounts.

In addition, changes in our reporting segments resulted in a change in the composition of our reporting units.

As a result of these changes, we determined the Company had two reporting units for purposes of testing based upon entities that comprise the Americas and EMEA reporting segments.

For purposes of impairment testing, we allocated goodwill to the reporting units based upon a relative fair value allocation approach and assigned approximately $ 22.4 million and $ 2.8 million of goodwill to the Americas and EMEA reporting units, respectively.

As of June 30, 2023, we performed an interim goodwill impairment test as a result of the triggering events identified.

Based on the results of our interim test as of June 30, 2023, we concluded that the estimated fair value of each reporting unit exceeded the respective carrying value and, as such, we concluded that the goodwill assigned to each reporting unit, as of June 30, 2023, was not impaired.

As of September 30, 2023, due to further declines in the Company’s market capitalization and a reduction in cash-flows resulting from continued softening in the industry leading to a reduction in sales from interactive flat-panel displays, the Company determined that a triggering event had occurred.

During the year 2023, due to declines in the Company’s market capitalization and a reduction in cash-flows resulting from continued softening in the industry leading to a reduction in sales from interactive flat-panel displays, the Company determined that a triggering event had occurred.

As of September 30, 2023, the Company performed an interim goodwill impairment test as a result of the triggering event identified.

1 unchanged sentence

As of September 30, 2023, the Company recorded goodwill impairment charges of $ 10.4 million and $ 2.8 million to the Americas and EMEA reporting units, respectively.

As of December 31, 2023, the Company performed goodwill impairment testing as a result of another triggering event identified.

As of December 31, 2023, the Company performed another goodwill impairment test as a result of additional triggering events identified.

Based upon that testing, the Company determined the remaining goodwill was fully impaired and the Company recognized goodwill impairment charges for the year ended December 31, 2023 of $ 22.4 million and $ 2.8 million in the Americas and EMEA reporting units, respectively.

2 unchanged sentences

The Company reviews the carrying amounts of intangible assets for impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable.

The Company measures the recoverability of intangible assets by comparing the carrying amount of each asset to the future undiscounted cash flows the Company expects the asset to generate.

The Company measures the recoverability of intangible assets by comparing the carrying amount of each asset group to the future undiscounted cash flows the Company expects the asset to generate.

Impairment is measured by the amount in which the carrying value of the asset exceeds its fair value.

In addition, the Company periodically evaluates the estimated remaining useful lives of

long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization.

During the year ended December 31, 2023, the Company performed impairment testing for intangibles assets for the quarters ended September 30, 2023 and December 31, 2023 as a result of triggering events identified, including the impairment of goodwill balances.

The Company has no t recognized impairment on intangible assets as of December 31, 2023.

In addition, the Company periodically evaluates the estimated remaining useful lives of long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization.

During the quarter ended September 30, 2024, the Company determined that a triggering event had occurred as a result of a decline in the Company’s revenues resulting from lower sales volume primarily resulting from lower global demand for interactive flat panel displays.

As a result, the Company performed an interim impairment test on its finite-lived intangible assets using undiscounted cash flows.

There was no impairment recorded on finite-lived intangible assets during the nine months ended September 30, 2024.

As of December 31, 2024, the Company performed intangible impairment testing as a result of another triggering event identified due to further declines in the Company's revenues.

The Company’s methodology for estimating the total value of undiscounted cash flows was consistent with the approach used for the intangible asset recoverability test as of September 30, 2024.

Certain estimates and assumptions, including the Company’s operating forecast for 2025 and future periods, were further revised based on current industry and Company trends.

Based on the quantitative test performed, no impairment was deemed necessary.

Due to forecasted industry changes in the interactive flat panel display market as well as the Company's operational strategy, the useful lives of certain intangible assets have been revised to reflect the current expected economic useful lives.

The modification in useful lives resulted in accelerated amortization of approximately $ 12.3 million for both the Americas and EMEA reporting segments during the year ended December 31, 2024.

DERIVATIVE TREATMENT OF STOCK PURCHASE WARRANTS

8 unchanged sentences

Due to the short-term nature of cash, accounts receivable and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value.

The Company has determined that the estimated fair value of debt is approximately $ 44.4 million when the carrying value, excluding discounts, premiums and issuance costs, of approximately $ 43.2 million.

The Company has determined that the estimated fair value of debt is approximately $ 39.4 million while the carrying value, excluding discounts, premiums and issuance costs, is approximately $ 37.6 million.

The fair value of debt was estimated using market rates the Company believes would be available for similar types of financial instruments and represents a Level 2 measurement.

9 unchanged sentences

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.

There were no transfers into or out of Level 3 measurements in 2023 and 2022.

Transfers into Level 3 measurements during the year ended December 31, 2024 of $ 0.4 million were related to the Company's long-term incentive plan.

There were no transfers into or out of Level 3 measurements in 2023.

The following tables set 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 December 31, 2024 and 2023 (in thousands):

4 unchanged sentences

Derivative liabilities - warrant instruments — — $ 1 $ 1

Long-term incentive plan $ — $ — $ 358 $ 358

Description Markets for

3 unchanged sentences

Derivative liabilities - warrant instruments $ — $ — $ 205 $ 205

See Note 10 for discussion of the valuation techniques and inputs and reconciliation of the opening and closing balances of the fair value of warrants.

The following tables reconcile the beginning and ending balances of the warrant instruments and long-term incentive plan within Level 3 of the fair value hierarchy, respectively:

Derivative Liabilities

(in thousands) Long-term incentive plan

(in thousands)

Balance, December 31, 2023 $ 205 $ —

Change in fair value ( 204 ) 358

Balance, December 31, 2024 $ 1 $ 358

(in thousands) (in thousands)

Balance, December 31, 2022 $ 472 $ —

Change in fair value ( 267 ) —

Balance, December 31, 2023 $ 205 $ —

See Note 10 and Note 13 for discussion of the valuation techniques and inputs.

NET LOSS PER COMMON SHARE

5 unchanged sentences

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 year ended December 31, 2023, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 0.3 million shares from options to purchase common shares, 0.4 million of unvested restricted shares, and 1.4 million shares issuable upon exercise of warrants.

For the year ended December 31, 2024, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 34 thousand shares from options to purchase common shares, 15 thousand of unvested restricted shares, and 0.3 million shares issuable upon exercise of warrants.

Additionally, potentially dilutive securities of 0.4 million shares from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive.

For the year ended December 31, 2022, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 0.5 million shares from options to purchase common shares, unvested restricted shares of 0.3 million and 1.3 million shares issuable upon exercise of warrants.

For the year ended December 31, 2023, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 70.0 thousand shares from options to purchase common shares, unvested restricted shares of 82.0 thousand and 0.3 million shares issuable upon exercise of warrants.

Additionally, potentially dilutive securities of 0.4 million shares from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive.

92 unchanged sentences

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 consolidated balance sheets.

Total deferred commissions at December 31, 2023 and 2022 and the related amortization for 2023 and 2022 were less than $ 550,000 .

Total deferred commissions, net of accumulated amortization, at December 31, 2024 and 2023 were less than $ 500,000 and $ 550,000 , respectively.

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

3 unchanged sentences

Our CODM is our Chief Executive Officer.

Effective January 1, 2023, the Company changed its segment reporting to align with the geographic markets in which it operates, as further discussed in Note 17 - Segments.

The Company previously managed the Company as one operating segment.

Following the integration of recent acquisitions which further expanded the Company’s operations into Europe, Middle East and Africa (“EMEA”) and other international markets, the Company’s operations are now organized, managed and classified into three reportable segments – EMEA, North and Central America (the “Americas”) and all other geographic regions (“Rest of World”).

The Company’s operations are organized, managed and classified into three reportable segments – Europe, Middle East and Africa ("EMEA"), North and Central America (the “Americas”) and all other geographic regions (“Rest of World”).

Our EMEA segment consists of the operations of Sahara Holding Limited and its subsidiaries (the “Sahara Entities”).

5 unchanged sentences

Transfers between segments are generally valued at market and are eliminated in consolidation.

WARRANTY RESERVE

For customers that do not purchase hardware maintenance services, the Company generally provides warranty coverage on panels and accessories, batteries and computers.

This warranty coverage ranges from 2 - 5 years, and the Company establishes a liability for estimated product warranty costs, included in other short-term liabilities in the consolidated balance sheets, at the time the related product revenue is recognized.

The warranty obligation is affected by historical product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure.

Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit.

The CODM evaluates the performance of each segment based on revenues, gross profit, and operating income, with operating income being the primary GAAP measure.

Gross margin can influence key decisions as margins can be indicative of the level of saturation in the market with existing products or can be indicative of changes in manufacturing or shipping costs.

If trends are sustained, the CODM may seek to adjust operations to more favorable markets or may evaluate whether the Company should introduce new products in a given area.

Operating income provides the CODM with an overview of the profitability of a given segment and whether resources should be allocated or removed to ensure sustained profitability for both the segment and the consolidated entity.

Since the Company’s operating segments are organized by geography, this structure allows the CODM to be responsive to needs of customers and can execute strategic plans and initiatives accordingly.

RESEARCH AND DEVELOPMENT EXPENSES

9 unchanged sentences

Total expense is reduced by the previously recognized compensation expense for options and restricted stock units that are forfeited prior to vesting when the forfeiture occurs.

The Company estimates the fair value of the long-term incentive plan by using a Model Monte Carlo Simulation model.

The amount of each award earned will depend on the performance of the Company relative to certain performance targets related to share price appreciation of the Company’s Class A common stock during the respective performance

As amounts earned for the awards are based on changes in the Company's stock price, the Company will recognize a liability for compensation cost each reporting period based on the fair value as of each reporting date proportionally with the elapsed time at each reporting period.

Operating lease assets and liabilities are reflected within operating lease assets, operating lease liabilities, current, and operating lease liabilities, non-current, on the consolidated balance sheets.

12 unchanged sentences

The Company is not a lessor in any lease agreement.

RECLASSIFICATIONS

The Company reclassified certain 2022 amounts in the footnotes to the consolidated financial statements to conform to the 2023 presentation.

ADVERTISING COSTS

Advertising costs are expensed as incurred and included in General and Administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

Advertising expense for the year ended December 31, 2024 and December 31, 2023 totaled $ 162 thousand and $ 218 thousand, respectively.

NEW ACCOUNTING PRONOUNCEMENTS

9 unchanged sentences

The Company recognized a cumulative-effect adjustment to reduce retained earnings by $ 76 thousand, net of taxes.

The change in the allowance for credit losses was not significant during the year ended December 31, 2023.

Recent Accounting Pronouncements not yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

2 unchanged sentences

title and position of the Chief Operating Decision Maker (CODM), significant segment expenses provided to the CODM, extending certain annual disclosures to interim periods, clarifying single reportable segment entities must apply ASC 280 in its entirety, and permitting more than one measure of segment profit or loss to be reported under certain circumstances.

This change is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

This change will apply retrospectively to all periods presented.

The Company is currently evaluating the impact of this ASU on its financial statements.

The Company adopted this change for the year ended December 31, 2024 and interim periods beginning 2025.

This change was applied retrospectively to all periods presented.

Recent Accounting Pronouncements not yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

1 unchanged sentence

This change is effective for annual periods beginning after December 15, 2024.

This change will apply on a prospective basis to annual financial statements for periods beginning after the

effective date.

However, retrospective application in all prior periods presented is permitted.

The Company is currently evaluating the impact of this ASU on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40), which improves the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

This change is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date.

5 unchanged sentences

Allowance for credit losses ( 394 ) ( 421 )

Allowance for sales returns and volume rebates ( 3,145 ) ( 1,775 )

Accounts receivable - trade, net of allowances $ 18,325 $ 32,668

Write-offs of accounts receivable were approximately $ 22,000 and $ 78,000 for the years ended December 31, 2024 and 2023, respectively.

Recoveries of accounts receivable were approximately $ 88,000 and $ 89,000 for the years ended December 31, 2024 and 2023, respectively.

The change in the allowance for credit losses was approximately $ 27 thousand during the year ended December 31, 2024.

The change in the allowance for credit losses was not significant during the year ended December 31, 2023.

NOTE 3 – INVENTORIES

9 unchanged sentences

Prepaid expenses and other current assets $ 8,785 $ 9,528

Prepaid expenses and other current assets as of December 31, 2023 and 2022 are net of reserves related to vendor receivables of $ 1.4 million and $ 0.8 million, respectively.

Prepaid expenses and other current assets as of December 31, 2024 and 2023 are net of reserves related to vendor receivables of $ 1.4 million.

NOTE 5 – PROPERTY AND EQUIPMENT

10 unchanged sentences

Property and equipment, net of accumulated depreciation $ 2,134 $ 2,477

During the year ended December 31, 2024, the Company transferred approximately $ 0.7 million from construction in progress to leasehold improvements and approximately $ 0.3 million from construction in progress to other equipment.

For the years ended December 31, 2024 and 2023, the Company recorded depreciation expense of $ 678,000 and $ 631,000 , respectively.

19 unchanged sentences

The Company's Goodwill had an indefinite useful life and was tested for impairment annually.

For the years ended December 31, 2023 and 2022, the Company recorded amortization expense of $ 8.3 million and $ 8.6 million, respectively.

During the year ended December 31, 2023, due to declines in the Company's market capitalization and a reduction in cash flows resulting from continued softening in the industry leading to a reduction in sales from interactive flat-panel displays, the Company determined that its remaining Goodwill balance was fully impaired.

The Company recognized goodwill impairment

charges for the year ended December 31, 2023 of $ 22.4 million and $ 2.8 million in the Americas and EMEA reporting units, respectively.

For the years ended December 31, 2024 and 2023, the Company recorded amortization expense on intangible assets of $ 19.9 million and $ 8.3 million, respectively.

Amortization expense as of December 31, 2024 included approximately $ 12.3 million of accelerated amortization resulting from a revision to the useful lives of certain intangible assets from both the Americas and EMEA reporting segments to reflect the current expected economic useful life due to forecasted industry changes in the interactive flat panel display market as well as the Company's operational strategy to move to a unified worldwide display brand.

Changes to gross carrying amount of recognized intangible assets due to translation adjustments were approximately ($ 0.8 ) million and ($ 0.1 ) million as of December 31, 2024 and 2023, respectively.

6 unchanged sentences

Operating lease expense was $ 2.4 million and $ 2.6 million for the years ended December 31, 2024 and 2023, respectively.

Variable lease costs and short-term lease cost were $ 1.7 million for the year ended December 31, 2023.

For the year ended December 31, 2022, variable lease cost and short-term lease cost were immaterial .

Variable lease costs and short-term lease cost were $ 1.1 million and 1.7 million for the year ended December 31, 2024 and 2023, respectively.

Cash paid for amounts included in the measurement of lease liabilities was $ 2.1 million and $ 2.2 million for the years ended December 31, 2024 and 2023, respectively.

36 unchanged sentences

The principal elements of the April amendment included (a) an extension of time to repay $ 8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $ 3.5 million in over advances until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement.

In such connection, the Company and substantially all of its direct and indirect subsidiaries (together with the Company, the "Loan Parties") obtained credit insurance on certain key customers whose principal offices are located in the European Union and Australia as, without the credit insurance, the accounts of these key customers had been deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts.

In such connection, the Company and

substantially all of its direct and indirect subsidiaries (together with the Company, the "Loan Parties") obtained credit insurance on certain key customers whose principal offices are located in the European Union and Australia as, without the credit insurance, the accounts of these key customers had been deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts.

In addition, the Lender and Collateral Agent agreed to (i) reduce, through September 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to Libor plus+ 9.75 %) after delivery of the Loan Parties’ September 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default under the Credit Agreement.

1 unchanged sentence

On June 21, 2022, the Loan Parties entered into a second amendment (the “Second Amendment”) to the Credit Agreement with the Collateral Agent and Lender.

The Second Amendment to the Credit Agreement was entered into for

purposes of the Lender funding a $ 2.5 million delayed draw term loan and adjusting certain terms to the Credit Agreement, including adjusting the Applicable Margin (as defined in the Second Amendment) to 13.25 % for LIBOR Rate Loans and 12.25 % for Reference Rate Loans, increasing the definition of change of control from 33 % voting power to 40 % voting power, requiring the Company to engage a financial advisor, and allowing additional time, until July 15, 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment to the Credit Agreement, among other adjustments.

The Second Amendment to the Credit Agreement was entered into for purposes of the Lender funding a $ 2.5 million delayed draw term loan and adjusting certain terms to the Credit Agreement, including adjusting the Applicable Margin (as defined in the Second Amendment) to 13.25 % for LIBOR Rate Loans and 12.25 % for Reference Rate Loans, increasing the definition of change of control from 33 % voting power to 40 % voting power, requiring the Company to engage a financial advisor, and allowing additional time, until July 15, 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment to the Credit Agreement, among other adjustments.

On April 24, 2023, the Company entered into a third amendment (the “Third Amendment”) to the Credit Agreement, with the Collateral Agent and the Lender.

6 unchanged sentences

Following the Fourth Amendment, the Company’s interest rate is calculated as the Daily Simple SOFR, subject to a floor of 1 %, plus the SOFR Term Adjustment and Applicable Margin, as defined in the Credit Agreement, as amended.

As of December 31, 2023, the rate was 16.4 %.

The Fourth Amendment made no other changes to the Credit Agreement.

14 unchanged sentences

Under the Fifth Amendment, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00 , at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75 .

On April 19, 2024, the Company entered into a sixth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Sixth Amendment”).

The Sixth Amendment provided the Company with an additional $ 2 million working capital bridge loan in April 2024, and an additional $ 3 million working capital bridge loan in June 2024, of which $ 2 million was advanced to the Company.

The Company was required to pay a fee equal to 6 % of the aggregate amount of borrowings under the Sixth Amendment (i.e.

$ 4.0 million).

Both working capital bridge loans, including the related fee were paid in full by November 2024, and were not subject to prepayment penalties.

On August 12, 2024, the Company entered into a seventh amendment to the Credit Agreement with the Collateral Agent and Lender (the “Seventh Amendment”) to (i) reduce the intellectual property sublimit under the borrowing base from $ 15.0 million to $ 11.2 million, and (ii) waive the event of default that may have arisen directly as a result of the Financial Covenant Default (as defined in the Seventh Amendment) at June 30, 2024.

On November 14, 2024, the Company obtained a waiver for the Credit Agreement from the Collateral Agent and Lender (the “November 2024 Waiver”) to waive any events of default that may have arisen directly as a result of (i) the Financial Covenant Default (as defined in the November 2024 Waiver) at September 30, 2024 and (ii) the Borrowing Base Default (as defined in the November 2024 Waiver) for the month ended October 31, 2024.

In conjunction with obtaining the waiver, the Company paid down approximately $ 1.1 million under the Credit Agreement, inclusive of $ 60 thousand of prepayment penalties.

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2024, and believes it will not be in compliance with this covenant at March 31, 2025.

In addition, the Company was not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2024 and February 28, 2025.

On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $ 2.5 million working capital bridge loan and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025.

In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025 and February 2025.

The Company is required to pay a fee equal to 6 % of the working capital bridge loan under the Eighth Amendment.

The bridge loan, including the related fee, is due and payable in full on August 31, 2025, and is not subject to prepayment penalties.

Issuance Cost and Warrants

2 unchanged sentences

The Company also incurred agency fees, legal fees, and other costs in connection with the execution of the Credit Agreement totaling approximately $ 1.7 million.

Under the terms of the warrant issued to Whitehawk on December 31, 2021, the exercise price of the warrants would reprice if the stock price on March 31, 2022 was less than the original exercise price, at which time the number of warrants would also be increased proportionately, so that after such adjustment the aggregate exercise price payable for the increased number of warrant shares would be the same as the aggregate exercise price previously in effect.

at which time the number of warrants would also be increased proportionately, so that after such adjustment the aggregate exercise price payable for the increased number of warrant shares would be the same as the aggregate exercise price previously in effect.

The warrants repriced on March 31, 2022 to $ 47.60 per share and the shares increased to 85,853 .

2 unchanged sentences

The Whitehawk warrants were repriced to $ 44.00 , and shares increased to 92,877 .

On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors (the “2025 Investors”).

According to the terms of the Credit Agreement, as amended, the Purchase Agreement triggered a reduction of the exercise price of the warrants and a revaluation of the derivative liability.

The Whitehawk warrants were repriced to $ 19.39 , and shares increased to 210,723 .

Paycheck Protection Program Loan

5 unchanged sentences

Principal repayments to be made during the next five years on the Company’s outstanding debt facilities at December 31, 2024 are as follows (in thousands):

2025 $ 37,646

Total $ 37,646

As of December 31, 2024, the Company reclassified all of its long-term debt to short-term debt due to its maturity date being within the next 12 months.

While we have currently engaged financial advisors and are actively working to refinance our existing debt, we do not have written or executed agreements as of the issuance of this Form 10-K.

Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control, and there can be no assurance that we will be successful in refinancing our debt, or on terms acceptable to us.

NOTE 10 – DERIVATIVE LIABILITIES

The Company engaged a third-party specialist to determine the fair value of the derivative liabilities using a Monte Carlo Simulation model.

There were no changes to the valuation techniques and the key assumptions used are as follows:

The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments 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 the period.

The Company used a Model Monte Carlo Simulation model to determine the fair value of the derivative liabilities.

December 31, 2024

16 unchanged sentences

(1) The risk-free interest rate was determined using the applicable Treasury Bill as of the measurement date.

(2) The historical trading volatility for 2023 and 2022 was based on historical fluctuations in stock price for Boxlight and certain peer companies.

(2) The historical trading volatility for 2024 and 2023 was based on historical fluctuations in stock price for Boxlight.

(3) The Company does not expect to pay a dividend in the foreseeable future.

12 unchanged sentences

Balance, December 31, 2023 $ 205

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

NOTE 11 – INCOME TAX

4 unchanged sentences

Total pretax book loss $ ( 30,244 ) $ ( 37,290 )

The components of income tax expense at December 31, 2023 and December 31, 2022, are as follows (in thousands):

The components of income tax (benefit) expense at December 31, 2024 and December 31, 2023, are as follows (in thousands):

Federal $ ( 23 ) $ 855

15 unchanged sentences

Amortization — 4,845

Tax credits and government assistance ( 623 ) ( 179 )

Non-deductible expenses 28 186

Other permanent differences ( 270 ) —

Other book-tax differences 286 ( 865 )

Adjustments to prior periods – temporary differences 693 1,000

1 unchanged sentence

Change in valuation allowance 4,058 4,089

Income tax expense $ 1,866 $ 49

Income tax (benefit) expense $ ( 1,909 ) $ 1,866

Tax effects of temporary differences at December 31, 2024 and December 31, 2023 are as follows (in thousands):

4 unchanged sentences

R&D amortization 1,650 1,172

Accrued expenses 48 —

Deferred revenue 5,960 6,143

7 unchanged sentences

Deferred tax liabilities:

Fixed assets $ — $ ( 24 )

Intangible assets ( 2,019 ) ( 6,671 )

8 unchanged sentences

The cumulative U.S.

Federal net operating losses carryforward on tax basis income was approximately $ 20.4 million and $ 23.5 million at December 31, 2023 and 2022, respectively, of which $ 10.6 million will expire between December 31, 2029 and December 31, 2037 and $ 9.8 million will carryforward indefinitely.

Federal net operating losses carryforward on tax basis income was approximately $ 20.4 million at December 31, 2024 and 2023, of which $ 6.1 million will expire between December 31, 2032 and December 31, 2037 and $ 14.4 million will carryforward indefinitely.

The cumulative U.S.

4 unchanged sentences

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

For example, in the United States, a change in ownership, under section 382 as defined by federal income tax regulations, could significantly limit the Company's ability to utilize our U.S.

net operating loss carryforwards.

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.

1 unchanged sentence

The change in its valuation allowance during 2024 is approximately $ 4.1 million.

The Company has determined that it likely underwent IRC Sec 382 ownership changes in prior years.

The Company is in the process of evaluating the Section 382 impact to determine what portion of its NOLs will be utilizable in the future.

It is expected that the ownership change caused a limitation on the net operating losses generated before 2020.

Additionally, because U.S.

tax laws limit the time during which the net operating losses generated prior to 2018 may be applied against future taxes, if the Company fails to generate U.S.

taxable income prior to the expiration dates the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes.

The Company completed its IRC Sec.

382 analysis during the second quarter of 2024 and determined that it underwent an ownership change.

This caused a limit on the net operating losses generated before 2020.

Due to the full valuation allowance on net operating loss carryovers, there is no impact to the financial statements as a result of this limitation.

The Sahara entities have recorded a net deferred tax liability, which is primarily driven by the net deferred tax liability on the intangibles for which it does not have tax basis.

6 unchanged sentences

The company has not identified any material uncertain tax positions at this time.

Effective January 1, 2022, for U.S.

tax purposes research and development costs, including software development costs, are required to be capitalized and will be deductible over five years for costs incurred domestically and over fifteen years for costs incurred in a foreign country.

Additionally, the first year of amortization requires that amortization begin with the midpoint of the taxable year.

As of December 31, 2023, the Company has recorded a deferred tax asset of $ 1.2 million related to capitalized research and development costs.

During 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 recorded an exposure item of $ 95 thousand for its best estimate of the amount for which it will settle the exposure.

This amount includes $ 24 thousand of income tax and $ 71 thousand of penalties and interest.

The Company has not identified any other material uncertain tax positions during the three months ended December 31, 2024.

The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%.

Numerous countries, including European Union member states, have enacted or are expected to enact legislation to be effective as early as January 1, 2024, with general implementation of a global minimum tax rate by January 1, 2025.

We are currently evaluating the potential impact of the rules on our consolidated financial statements and related disclosures.

NOTE 12 – EQUITY

15 unchanged sentences

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).

To 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 sum of (a) Ten ($ 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.

The aggregate estimated fair value of the Series B and C Preferred Stock of $ 28.5 million was included as part of the total consideration paid for the purchase of Sahara.

The Series B Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $ 16.1 million, which includes the conversion and redemption features as they have not been bifurcated from the host instruments.

1 unchanged sentence

As 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 in temporary equity on the Company’s consolidated balance sheet.

The Company’s common stock consists of 18,750,000 shares of Class A voting common stock and 50,000,000 shares of Class B non-voting common stock.

Following the Company's one-for-five reverse stock split in February 2025, the Company’s common stock consists of 3,750,000 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.

2 unchanged sentences

No Class B shares were outstanding at December 31, 2024 and December 31, 2023.

Issuance of common stock

Securities Purchase Agreement

On July 22, 2022, the Company, entered into a Securities Purchase Agreement with an accredited institutional investor pursuant to which the Company agreed to issue and sell, in a registered direct offering directly to the Investor, 875,000 shares of the Company’s Class A common stock, par value $ 0.0001 per share (“Common Stock”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase 44,118 shares of Common Stock at an exercise price of $ 0.0008 per share, which Pre-Funded Warrants were issued in lieu of shares of Common Stock to ensure that the Investor did not exceed certain beneficial ownership limitations, and warrants to purchase an aggregate of 919,118 shares of Common Stock at an exercise price of $ 5.44 per share (the “Warrants”, and collectively with the Pre-Funded Warrants and the Shares, the “Securities”).

The Securities were sold at a price of $ 5.44 per share for total gross proceeds to the Company of $ 5.0 million, before deducting estimated offering expenses, and excluding the exercise of any Warrants or Pre-Funded Warrants.

The Pre-Funded Warrants were exercisable immediately and the Warrants will be exercisable six months after the date of issuance and will expire five and a half years from the date of issuance.

As such, the net proceeds to the Company from the offering, after deducting placement agent’s fees and estimated expenses payable by the Company and excluding the exercise of any Warrants or Pre-Funded Warrants was $ 4.6 million of which the proceeds net of issuance costs were allocated based on the relative fair values of the instruments, warrants and prefunded warrants;

$ 2.4 million was allocated to common stock, $ 2.2 million was allocated to warrants and $ 118 thousand was allocated to the pre-funded warrants.

On August 9, 2022, the Investor exercised the prefunded warrants.

The Company evaluated whether the Warrants, Pre-Funded Warrants and/or Shares were in the scope of ASC Topic 480 “ Distinguishing Liabilities from Equity, ” which discusses the accounting for instruments with characteristics of both liabilities and equity.

The guidance in Topic 480, and the resulting liability classification, is applicable to such instruments when certain criteria are met.

Based on its analysis, the Company concluded that the Warrants, Pre-Funded Warrants and Shares did not meet any of the criteria to be subject to liability classification under Topic 480 and are therefore classified as equity.

Credit Facility

In conjunction with its receipt of the WhiteHawk loan, the Company issued to WhiteHawk 66,022 shares of Class A common stock, which were registered pursuant to the Company’s existing shelf registration statement and were delivered to the WhiteHawk in January 2022.

Repurchase Plan

3 unchanged sentences

The authorization expires on January 26, 2027, may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of Class A common stock.

As of December 31, 2023, the Company has not utilized the Repurchase Program.

As of December 31, 2024, the Company had not utilized the Repurchase Program.

NOTE 13 – STOCK COMPENSATION

3 unchanged sentences

The 2021 Plan allows for issuance of shares of our Class A common stock, whether through restricted stock, restricted stock units, options, stock appreciation rights or otherwise, to the Company’s officers, directors, employees and consultants.

Prior to the second quarter of 2023, the Company had issued 774,904 shares under the 2021 Plan such that the Company was over the authorized share number.

Prior to the second quarter of 2023, the Company had issued 154,981 shares under the 2021 Plan such that the Company was over the

authorized share number.

The fair value of shares previously issued in excess of the approved shares under the 2021 Plan of approximately $ 13 thousand was reclassed from liability to equity during the year ended December 31, 2023.

15 unchanged sentences

Exercised — $ —

Cancelled ( 493,025 ) $ 10.05

Forfeited ( 5,860 ) $ 41.40

Expired ( 29,651 ) $ 33.20

Outstanding, December 31, 2024 34,141 $ 31.80 0.65

Exercisable, December 31, 2024 32,821 $ 32.05 0.56

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

The Company used the following inputs to value options issued and remeasurements, as applicable during the year ending December 31, 2023 using the Black Scholes option valuation method:

market value on measurement date of $ 1.68 to $ 2.24 ;

exercise price of $ 2.48 to $ 3.20 ;

risk free interest rate of 4.19 % to 4.22 %;

expected term, 3 to 4 years;

expected volatility, ranging from 111.45 % to 111.74 % and expected dividend yield of 0 %.

As of December 31, 2023 and December 31, 2022, the stock options had an intrinsic value of approximately $ 0 and $ 18 thousand, respectively.

During the year ended December 31, 2023, the Company granted 364,299 options of which 322,040 were subsequently cancelled and 42,259 vested during the year.

Also, during the year ended December 31, 2023, 59,117 out of the money options were cancelled, with such shares being returned to the 2021 Plan and becoming available for re-issuance in new grants.

During the year ended December 31, 2023, approximately 84,179 options expired during the period.

On May 3, 2022, the Boxlight board of directors adopted a resolution, in exchange for a three-year non-compete agreement, to grant Mark Elliott, a member of the board and former CEO of the Company, an extension for one-year , of previously granted stock options to purchase a total of 72,210 shares of Class A common stock, par value $ 0.001 per share, which had expired on January 12, 2022.

The stock price on the remeasurement date was $ 8.32 and the incremental compensation recognized was approximately $ 314 thousand.

On June 13, 2022, the Boxlight board of directors granted Greg Wiggins, Chief Financial Officer, stock options for 18,750 shares of the Company’s Class A common stock will vest in equal quarterly installments over a four-year term commencing on July 5, 2022.

As of December 31, 2024 and December 31, 2023, the stock options had no intrinsic value.

On February 14, 2022, with an effective date of January 1, 2022, the Company entered into a letter agreement with Michael Pope, our now former Chairman and Chief Executive Officer, extending Mr.

2 unchanged sentences

Pope received a grant 12,352 options to purchase Class A Common Stock, which are valued at approximately $ 420 thousand.

On January 4, 2024, Mr.

Pope's employment with the Company terminated resulting in the forfeiture of these options.

Restricted Stock Units

15 unchanged sentences

Outstanding, December 31, 2024 14,636 $ 30.50

During the fiscal year 2024, the Company granted 3,200 RSUs to our now former Chairman and Chief Executive Officer, Michael Pope, in conjunction with his transition to a non-executive member of the Board of Directors.

During fiscal year 2023, the Company granted 99,680 RSUs of which 12,460 were subsequently cancelled.

On August 25, 2023, the Company granted 42,211 RSUs to its board of directors and 42,999 RSUs to certain members of senior management.

On January 25, 2022, the Company granted an aggregate of 5,000 RSUs to new employees.

The RSUs vest over four years and the aggregate fair value of the shares was approximately $ 44 thousand.

On February 14, 2022, with an effective date of January 1, 2022, the Company entered into a letter agreement with Michael Pope, our now former Chairman and Chief Executive Officer, extending Mr.

Pope’s term of employment with the Company.

Under the terms of the agreement, Mr.

Pope received a grant of 20,455 RSU’s, valued at approximately $ 180 thousand, and vesting over three years .

On February 24, 2022, following approval by the Company’s board of directors, the Company’s senior management issued a total of 221,494 RSUs under the terms of Amendment No.

2 to the Boxlight Corporation 2014 Stock Incentive Plan, vesting over four years , as long-term incentive awards to its employees in the U.S.

The aggregate fair value of the shares was $ 2.1 million.

On March 21, 2022, the Company granted an aggregate of 43,605 RSUs to its board members.

These RSUs vest ratably over one year and had an aggregated fair value of approximately $ 450 thousand on the grant date.

On May 26, 2022, the Company granted 9,196 RSUs to a company owned and controlled by Karel Callens named OLORI.

Callens performs certain sales and marketing functions in our EMEA markets.

These RSUs vested and were issued directly to OLORI, and such common stock issuable upon vesting of the RSUs will be reserved for issuance directly out of the authorized shares of Class A common stock and not out of the Company’s equity incentive plan.

The following is a summary of the warrant activities during the years ended December 31, 2024 and 2023:

11 unchanged sentences

Stock compensation expense

Long-term incentive plan

On August 15, 2024, the Company granted a long-term incentive plan (LTIP) cash award pursuant to its 2021 Equity Incentive Plan to members of the Company’s Board of Directors and senior management.

The LTIP awarded to the Company's Board of Directors have a performance period ending on March 31, 2025, whereas the LTIP awarded to senior

management have three consecutive 12-month performance periods ending June 30, 2025, June 30, 2026, and June 30, 2027.

The target payout under the LTIP awarded to the Board of Directors and senior management is $ 420 thousand and $ 1.1 million, respectively.

If the Company’s performance relative to the performance goal during the performance cycle is not equal to the performance target, the target Cash LTIP Award will be adjusted based on actual performance.

At no time during the performance cycle shall the payout be less than 1/3 or exceed 3 times the target cash LTIP Award, unless a change a control has occurred.

Cash payments are subject to the Company’s compliance with all covenants contained in the Company’s credit facilities in effect at the conclusion of each performance cycle.

There have been no cash payments as of December 31, 2024.

The liability is recognized in other short-term liabilities in the consolidated balance sheets.

The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of December 31, 2024 to be $ 358 thousand.

Key inputs to the valuation of the awards include the stock price as of the award effective date and the valuation date, the discount rate, and historical volatility in the Company’s stock price.

December 31, 2024

Common stock issuable upon exercise of warrants

Market value of common stock on measurement date $ 1.90

Risk free interest rate (1) 4.17 - 4.28 %

Expected life in years 0.25 - 2.50 years

Expected volatility (2) 70 - 80 %

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

(2) The historical trading volatility was based on historical fluctuations in stock price for Boxlight.

For the years ended December 31, 2024 and 2023, the Company recorded the following stock compensation expense which is included in general and administrative expense in the Company’s consolidated statement of operations and comprehensive loss (in thousands):

2 unchanged sentences

Equity-based Warrants 1 3

Long-term incentive plan 358 —

Total stock compensation expense $ 1,389 $ 3,131

9 unchanged sentences

The Company will pay Mr.

Elliott a fixed payment of $ 4,000 per month and commissions equal to 15 % of gross profit derived by the Company based on total purchase order revenue.

Elliott a fixed payment of $ 4,000 per month and commissions equal to 15 % of gross profit derived by the Company based on total

purchase order revenue.

The agreement, unless cancelled, will renew every year on December 31st.

1 unchanged sentence

On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our now former CEO and Chairman, Michael Pope.

The Management Agreement is separate and apart from Mr.

The Management Agreement was separate and apart from Mr.

Pope’s employment agreement.

The Management Agreement is effective as of the first day of the same month that Mr.

The Management Agreement was effective as of the first day of the same month that Mr.

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

7 unchanged sentences

Pope is expected to continue providing consulting services to the Company for the subsequent 13 months.

For the year ended December 31, 2024, the Company paid $ 250 thousand under the agreement.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

From time to time, the Company is involved in routine litigation and legal proceedings in the ordinary course of its business, such as employment matters and contractual disputes.

Currently, there is no pending litigation or proceedings

that the Company’s management believes will have a material effect, either individually or in the aggregate, on its business or financial condition.

Currently, there is no pending litigation or proceedings that the Company’s management believes will have a material effect, either individually or in the aggregate, on its business or financial condition.

NOTE 16 – CUSTOMER AND SUPPLIER CONCENTRATION

Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases.

For the year ended December 31, 2023, the Company's revenues were concentrated with one customer.

The Company’s revenues were concentrated with two customers for the year ended December 31, 2022.

For the year ended December 31, 2024, the Company's revenues were not concentrated with one or more customers.

The Company’s revenues were concentrated with one customer for the year ended December 31, 2023.

Customer Total revenues

16 unchanged sentences

1 — % $ — 10 % $ 1,762

2 — % $ — 5 % $ 469

The loss of a significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition.

For the year ended December 31, 2023, the Company's purchases were concentrated among one vendor.

The Company’s purchases were concentrated among two vendors for the year ended December 31, 2022.

For the year ended December 31, 2024 and December 31, 2023, the Company's purchases were concentrated among one vendor.

Vendor Total purchases

16 unchanged sentences

1 51 % $ 16,059 48 % $ 20,472

2 — % $ — 4 % $ 705

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

1 unchanged sentence

Information about our Company’s operations by operating segment is shown in the following tables (in thousands):

Americas $ 95,995 $ 100,393

EMEA 88,256 127,664

Rest of World 2,943 791

Eliminations and Adjustments (1)

December 31, 2024

Americas EMEA Rest of World Eliminations and Adjustments (1)

Revenues, net $ 65,514 $ 73,858 $ 593 $ ( 4,072 ) $ 135,893

Cost of sales 41,024 50,770 399 ( 3,241 ) 88,952

Segment gross profit 24,490 23,088 194 ( 831 ) 46,941

General and administrative expenses 29,633 32,207 425 20 62,285

Interest expense 10,243 9 — — 10,252

Income tax expense ( 2,430 ) 585 ( 64 ) — ( 1,909 )

Other segment items (3)

3,991 1,369 — ( 712 ) 4,648

Total Revenue, net $ 176,721 $ 221,781

(Loss) Income from Operations

Americas ( 18,695 ) ( 591 )

EMEA ( 9,077 ) 3,534

Rest of World 977 144

Eliminations and Adjustments (1)

Total (Loss) Income from Operations $ ( 26,300 ) $ 3,049

Net Loss $ ( 16,947 ) $ ( 11,082 ) $ ( 167 ) $ ( 139 ) $ ( 28,335 )

(1) Eliminations and adjustments represent net sales between the Americas, EMEA and Rest of World segments.

Sales between these segments are generally valued at market.

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the Chief Operating Decision Maker.

(3) Other Segment items for reach reportable segment includes:

Research and development - consists primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications.

Other Expense - consists of interest expense associated with our debt financing arrangements, (gains) or losses on settlements of debt, and the effects of changes in the fair value of derivative liabilities.

December 31, 2023

Americas EMEA Rest of World Eliminations and Adjustments (1)

Revenues, net $ 95,990 $ 88,256 $ 2,949 $ ( 10,474 ) $ 176,721

Cost of sales 57,873 63,597 1,640 ( 9,691 ) 113,419

Segment gross profit 38,117 24,659 1,309 ( 783 ) 63,302

General and administrative expenses 35,814 25,107 422 ( 91 ) 61,252

Impairment of goodwill 17,344 8,183 — ( 332 ) 25,195

Interest expense 10,821 19 — — 10,840

Income tax expense 772 818 276 — 1,866

Other segment items (3)

3,278 476 — ( 449 ) $ 3,305

Net Loss $ ( 29,912 ) $ ( 9,944 ) $ 611 $ 89 $ ( 39,156 )

(1) Eliminations and adjustments represent net sales between the Americas, EMEA and Rest of World segments.

Sales between these segments are generally valued at market.

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the Chief Operating Decision Maker.

(3) Other Segment items for reach reportable segment includes:

Research and development - consists primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications.

2024 December 31,

Identifiable Assets

4 unchanged sentences

NOTE 18 – SUBSEQUENT EVENTS

On January 4, 2024, the board of directors appointed Dale Strang, a current member of the Board, to serve as the Company’s interim Chief Executive Officer and principal executive officer.

Strang replaced Michael Pope, whose last day as an employee of the Company was on January 12, 2024.

Pope no longer serves as Chairman of the Board but will remain as a member of the Board.

On March 14, 2024, the Company entered into a fifth amendment (the "Fifth Amendment') with the Collateral Agent and Lender for the purpose of (1) amending and restating the Senior Leverage Ratio and Minimum Liquidity (as defined in the Fifth Amendment), and (2) waiving any Event of Default that may have arisen directly as a result of the Financial Covenant Default (as defined in the Fifth Amendment).

The Fifth Amendment also added additional financial reporting obligations and potentially may include certain foreign subsidiaries of Boxlight Inc.

as additional guarantors under the Credit Agreement.

Private Placement

On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors (the “2025 Investors”), pursuant to which the Company agreed to issue and sell, in a private placement priced at-the-market under the rules of The Nasdaq Stock Market (the “2025 Private Placement”), an aggregate of (i) 260,000 shares (the “2025 Shares”) of the Company’s Class A common stock, (ii) pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase up to an aggregate of 1,063,000 shares of Class A Common Stock (the “2025 Pre-Funded Warrant Shares”), and (iii) warrants (the “2025 Common Warrants” and, together with the 2025 Pre-Funded Warrants, the “2025 Warrants”) to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock (the “2025 Common Warrant Shares” and, together with the 2025 Pre-Funded Warrant Shares, the “2025 Warrant Shares”).

The purchase price of each 2025 Share and accompanying 2025 Common Warrant was $ 2.13 , and the purchase price of each 2025 Prefunded Warrant and accompanying 2025 Common Warrant was $ 2.1299 .

The 2025 Private Placement closed on February 21, 2025, and the Company issued the 2025 Shares and executed and delivered the 2025 Warrants.

The gross proceeds from the 2025 Private Placement were approximately $ 2.8 million, before deducting

placement agent fees and other private placement expenses.

Each 2025 Pre-Funded Warrant has an initial exercise price of $ 0.0001 per share (subject to adjustments as set forth therein), is immediately exercisable upon issuance and will expire when exercised in full.

Each 2025 Common Warrant has an initial exercise price of $ 2.13 per share (subject to adjustments as set forth therein), is exercisable six months following the date of issuance and will expire five and a half years from the date of issuance.

Pursuant to the Purchase Agreement, on or before the 45th day following the closing of the 2025 Private Placement, the Company has agreed to file a registration statement (the “Registration Statement”) with the Securities Exchange Commission (“SEC”).

The Company further agreed to use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC within 60 days after the date of the closing of the 2025 Private Placement, or 90 days after the date of the closing of the 2025 Private Placement if the SEC reviews the Registration Statement.

Following a private placement offering in February 2025, which included the issuance of 1,323,000 common warrant shares, our number of authorized but unissued shares of Class A common stock remaining under our articles of incorporation would not be sufficient to issue shares should all of the common warrants be exercised.

The Company intends to request shareholder approval to increase the number of Class A common shares authorized in 2025;

however, there can be no certainty that shareholder approval will be obtained.

Amendments to Certificates of Designation

On February 20, 2025, the Company filed with the Secretary of State of the State of Nevada (i) an Amendment to the Certificate of Designation of its Series B Preferred Stock (the “Series B Amendment”) and (ii) an Amendment to the Certificate of Designation of its Series C Preferred Stock (the “Series C Amendment” and, together with the Series B Amendment, the “Amendments”).

Each Amendment was approved by the holders of a majority of the outstanding shares of Series B Preferred Stock or Series C Preferred Stock, as applicable, in accordance with the applicable Certificate of Designation.

Pursuant to the Amendments, neither the Series B Preferred Stock nor the Series C Preferred Stock shall be convertible into Class A Common Stock until the earlier of (1) the effectiveness of an amendment to the articles of incorporation of the Company increasing the number of shares of authorized Class A Common Stock to at least 25,000,000 shares (subject to adjustments as set forth therein) and (2) August 19, 2025.

Eighth Amendment to Credit Agreement

On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $ 2.5 million working capital bridge loan and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025.

In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025 and February 2025.

The Company is required to pay a fee equal to 6 % of the working capital bridge loan under the Eighth Amendment.

The bridge loan, including the related fee, is due and payable in full on August 31, 2025, and is not subject to prepayment penalties.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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-K

Item 8. Financial Statements and Supplementary Data