What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-14 · 295 added, 162 removed, 727 unchanged (39% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the three months ended March 31, 2025 and 2024

For the three and six months ended June 30, 2025 and 2024

(in thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Revenues, net $ 30,852 $ 38,514 $ 53,275 $ 75,608

5 unchanged sentences

Total operating expense 14,702 13,306 25,653 29,725

Loss from operations (2,908) (3,605)

Income (loss) from operations ( 3,912 ) 1,222 ( 6,820 ) ( 2,382 )

Other (expense) income:

2 unchanged sentences

Loss on warrant issuance

— — ( 578 ) —

Change in fair value of derivative liabilities ( 42 ) 4 ( 51 ) 196

Change in fair value of common warrants

( 251 ) — 1,685 —

Total other expense ( 533 ) ( 2,791 ) ( 1,018 ) ( 5,406 )

14 unchanged sentences

Condensed Consolidated Balance Sheets

As of March 31, 2025 and December 31, 2024

As of June 30, 2025 and December 31, 2024

(in thousands, except share amounts)

35 unchanged sentences

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

167,972 shares issued and outstanding, respectively

167,972 shares issued and outstanding

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

8 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the three months ended March 31, 2025

For the three months ended June 30, 2025

(in thousands, except share amounts)

5 unchanged sentences

Shares Amount Shares Amount

Balance as of March 31, 2025 167,972 $ — 2,232,578 $ — $ 119,241 $ 797 $ ( 135,853 ) $ ( 15,815 )

Shares issued for:

Warrants exercised — — 415,500 — — — — —

Vesting of restricted share units — — 1,858 — ( 2 ) — — ( 2 )

Stock compensation — — — — 72 — — 72

Foreign currency translation — — — — — 152 — 152

Fixed dividends Preferred Series B — — — — ( 317 ) — — ( 317 )

Net loss — — — — — — ( 4,719 ) ( 4,719 )

Balance as of June 30, 2025 167,972 $ — 2,649,936 $ — $ 118,994 $ 949 $ ( 140,572 ) $ ( 20,629 )

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the six months ended June 30, 2025

(in thousands, except share amounts)

Preferred Stock Class A

Common Stock Additional

Capital Accumulated

Comprehensive

Income (loss) Accumulated

Deficit Total

Shares Amount Shares Amount

Balance as of December 31, 2024 167,972 $ — 1,970,615 $ — $ 119,487 $ 227 $ ( 132,610 ) $ ( 12,896 )

Shares issued for:

Warrants exercised — — 415,500 — — — — —

Vesting of restricted share units — — 3,788 — ( 3 ) — — ( 3 )

Reverse stock split fractional adjustment — — 33 — — — — —

February 2025 private placement — — 260,000 — — — — —

Stock compensation — — — — 144 — — 144

Proceeds from issuance of common stock — — 260,000 — — — — —

Foreign currency translation — — — — — 722 — 722

Fixed dividends Preferred Series B — — — — ( 634 ) — — ( 634 )

Net loss — — — — — — (3,243) (3,243)

— — — — — — ( 7,962 ) ( 7,962 )

Balance as of June 30, 2025 167,972 $ — 2,649,936 $ — $ 118,994 $ 949 $ ( 140,572 ) $ ( 20,629 )

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended June 30, 2024

(in thousands, except share amounts)

Preferred Stock Class A

Common Stock Additional

Capital Accumulated

Comprehensive

Income Accumulated

Deficit Total

Shares Amount Shares Amount

Balance as of March 31, 2024 167,972 $ — 1,955,545 $ 1 $ 119,956 $ 490 $ ( 111,364 ) $ 9,083

Shares issued for:

Vesting of restricted share units — — 8,030 — — — — —

Stock compensation — — — — 243 — — 243

Foreign currency translation — — — — — ( 47 ) — ( 47 )

Fixed dividends Preferred Series B — — — — ( 317 ) — — ( 317 )

— — — — — — ( 1,478 ) ( 1,478 )

Balance as of June 30, 2024 167,972 $ — 1,963,575 $ 1 $ 119,882 $ 443 $ ( 112,842 ) $ 7,484

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended March 31, 2024

For the six months ended June 30, 2024

(in thousands, except share amounts)

3 unchanged sentences

Comprehensive

Income (loss) Accumulated

Loss Accumulated

Deficit Total

Shares Amount Shares Amount

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

Balance as of December 31, 2023 167,972 $ — 1,940,899 $ 1 $ 119,724 $ 1,301 $ ( 104,275 ) $ 16,751

Shares issued for:

4 unchanged sentences

Net loss — — — — — — ( 8,567 ) ( 8,567 )

Balance as of March 31, 2024 167,972 $ — 1,955,546 $ — $ 119,957 $ 490 $ (111,364) $ 9,083

Balance as of June 30, 2024 167,972 $ — 1,963,575 $ 1 $ 119,882 $ 443 $ ( 112,842 ) $ 7,484

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2025 and 2024

For the six months ended June 30, 2025 and 2024

(in thousands)

Three Months Ended

2025 March 31,

Six Months Ended

2025 June 30,

Cash flows from operating activities:

24 unchanged sentences

Cash flows from investing activities:

Purchases of furniture and fixtures, net (127) (394)

Purchases of furniture and fixtures ( 159 ) ( 411 )

Net cash used in investing activities ( 159 ) ( 411 )

7 unchanged sentences

Effect of foreign currency exchange rates ( 448 ) ( 606 )

Net increase (decrease) in cash and cash equivalents 70 (5,441)

Net decrease in cash and cash equivalents ( 399 ) ( 9,739 )

Cash and cash equivalents, beginning of the period 8,007 17,253

38 unchanged sentences

Following the reverse split, the authorized shares for Class A common stock was adjusted to 3,750,000 , 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 share of Class A common stock and per share amounts for all periods presented in the condensed consolidated financial statements and the notes to the condensed 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

All shares of Class A common stock and per share amounts for all periods presented in the condensed consolidated financial statements and the notes to the condensed 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 condensed consolidated balance sheets of approximately $ 1 thousand.

5 unchanged sentences

As described in Note 8, the Company was not in compliance with the Senior Leverage Ratio financial covenant under its Credit Agreement at June 30, 2024, September 30, 2024, December 31, 2024, and March 31, 2025.

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, January 31, 2025 and February 28, 2025.

Non-compliance with the Senior Leverage Ratio financial covenant 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, January 31, 2025, February 28, 2025, March 31, 2025, April 30, 2025, and May 31, 2025.

Non-compliance with the borrowing base covenant was either waived by the Agent and Lender under amendments to the Credit Agreement or cured by making certain payments under the 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 in March 202 5 and (ii) waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Eighth Amendment) for the periods ended December 31, 2024 and March 31, 2025 and (2) 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.

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

In conjunction with obtaining the waiver, the Company also was required to comply with the following covenants:

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

The Company did not meet this requirement.

• 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.

In addition, the Eighth 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.

On August 13, 2025, the Company entered into a forbearance agreement and ninth amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Ninth Amendment”) to waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Ninth Amendment) for the period ended June 30, 2025, (2) the Borrowing Base defaults described in the Ninth Amendment for the months ended April 30, 2024, May 31, 2025, June 30, 2025, and July 31, 2025, and (3) the failure to comply with the Recapitalization Requirement.

Pursuant to the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $ 0.7 million to $ 1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 2025.

The Company also was not in compliance with its financial covenant related to the borrowing base under the Credit Agreement at March 31, 2025.

However, the non-compliance was cured by the payment of approximately $ 1.3 million under the Credit Agreement in April and May 2025.

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.

The Company applied these payments to the bridge loan and related fee, leaving a balance due at August 31, 2025 of $ 1.4 million.

There can be no assurance that the Lender will not declare an event of default and require 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

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 $39.6 million as of March 31, 2025, matures on December 31, 2025.

As of March 31, 2025, the Company's short-term debt will mature within the next nine months.

In addition, the Company’s Term Loan, which has an outstanding balance of $ 39.0 million as of June 30, 2025, matures on December 31, 2025.

As of June 30, 2025, the Company's short-term debt will mature within the six months.

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

1 unchanged sentence

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 the Term Loans being payable in full within the next nine 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.

In view of the Term Loans being payable in full within the next six months and the expected non-compliance with the Senior Leverage Ratio, continuation as a going concern is dependent upon the Company’s ability 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 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-Q.

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.

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, 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.

If all unconverted shares of Series B Preferred Stock were redeemed on March 31, 2025, 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.

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 “Series B Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Series B Redeemed Shares.

If all unconverted shares of Series B Preferred Stock were redeemed on June 30, 2025, 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.

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

10 unchanged sentences

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

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

The corrections had no impact on the Statement of Operations and Comprehensive Loss or Statement of Changes in Stockholders’ Deficit for the prior period ended, March 31, 2024.

99- Materiality, and determined it was not necessary to amend its previously issued fiscal year condensed consolidated financial statements upon overall

considerations of both quantitative and qualitative factors.

The corrections had no impact on the Statement of Operations and Comprehensive Loss or Statement of Changes in Stockholders’ (Deficit) Equity for the prior period ended, June 30, 2024.

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

March 31, 2024

June 30, 2024

As reported Adjustments As revised

6 unchanged sentences

Total liabilities 102,779 2,290 $ 105,069

Total stockholders’ (deficit) equity 142,384 3,161 $ 145,545

Total liabilities and stockholders’ (deficit) equity 138,772 2,538 $ 141,310

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

March 31, 2024

June 30, 2024

As reported Adjustments As revised

18 unchanged sentences

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

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.

As of March 31, 2025, the Company classified newly issued warrants to purchase up to an aggregate of 1,323,000

shares of Class A Common Stock (the “2025 Common Warrants”) as a liability due to the Company having insufficient authorized shares to share-settle the 2025 Common Warrants, which were otherwise determined to be equity classified.

The Company also reclassified 32,308 vested stock options from equity classification to liability classification as a result of the Company having insufficient authorized shares of Class A common stock available pursuant to the Company’s articles of incorporation to settle the share-based payment arrangements when the awards are exercised.

Transfers into Level 3 measurements during the three months ended March 31, 2025 of approximately $1.5 million were related to the 2025 Common Warrants.

There were no transfers into or out of Level 3 measurements in the first quarter of 2024.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 (in thousands):

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.

As of June 30, 2025, the Company classified newly issued warrants to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock (the “2025 Common Warrants”) as a liability due to the Company having insufficient authorized shares at June 30, 2025 to share-settle the 2025 Common Warrants, which were otherwise determined to be equity classified.

The Company also reclassified 32,308 vested stock options from equity classification to liability classification as a result of the Company having insufficient authorized shares of Class A common stock available pursuant to the Company’s articles of incorporation at June 30, 2025 to settle the share-based payment arrangements when the awards are exercised.

On August 8, 2025, at the Company's annual meeting of shareholders, the Company's shareholders approved and amendment of the Company's articles of incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000 .

Transfers into Level 3 measurements during the six months ended June 30, 2025 of approximately $ 1.5 million were related to the 2025 Common Warrants.

There were no transfers into or out of Level 3 measurements in the first six months of 2024.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 (in thousands):

Description Markets for

18 unchanged sentences

(in thousands)

Balance, March 31, 2025 $ 10 $ 189 $ 1,460

Change in fair value 42 ( 118 ) 251

Balance, June 30, 2025 $ 52 $ 71 $ 1,711

(in thousands) (in thousands) (in thousands)

Balance, December 31, 2024 $ 1 $ 358 $ —

2 unchanged sentences

Change in fair value 51 ( 62 ) ( 1,685 )

Balance, June 30, 2025 $ 52 $ 71 $ 1,711

(in thousands) (in thousands) (in thousands)

Balance, March 31, 2024 $ 13 $ — $ —

Change in fair value ( 4 ) — —

Balance, June 30, 2024 $ 9 $ — $ —

(in thousands) (in thousands) (in thousands)

1 unchanged sentence

Change in fair value ( 196 ) — —

Balance, March 31, 2024 $ 13 $ — $ —

Balance, June 30, 2024 $ 9 $ — $ —

See Note 9 and Note 12 for discussion of the valuation techniques and inputs and reconciliation of the opening and closing balances of the fair value of warrants and long-term incentive plan, respectively.

6 unchanged sentences

In periods when losses are reported, the weighted-average number of shares of Class A common stock outstanding excludes Class A common stock equivalents, because their inclusion would be anti-dilutive .

For the three months ended March 31, 2025, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise $34 thousand shares issuable upon exercise of options to purchase Class A common stock, $12 thousand of unvested shares of restricted stock and 2.7 million shares issuable upon exercise of warrants.

For the three and six months ended June 30, 2025, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 5 thousand shares issuable upon exercise of options to purchase Class A common stock, 9 thousand of unvested shares of restricted stock and 2.2 million shares issuable upon exercise of warrants.

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

For the three months ended March 31, 2024, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 70 thousand shares from options to purchase shares of common stock and 30 thousand of unvested restricted stock units as well as 0.3 million shares of Class A common stock issuable upon exercise of warrants.

For the three and six months ended June 30, 2024, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 36 thousand shares from options to purchase

shares of common stock and 22 thousand of unvested restricted stock units as well as 0.3 million shares of Class A common stock issuable upon exercise of warrants.

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

17 unchanged sentences

For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license, at which time the software is made available to the customer.

For the Company’s software maintenance,

hardware maintenance and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer.

For the Company’s software maintenance, hardware maintenance and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer.

The Company excludes all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing transaction from revenue (for example, sales and use taxes).

6 unchanged sentences

The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, when applicable, the estimated cost to provide the performance obligation, market trends in the pricing for similar offerings, product-specific business objectives, and competitor or other relevant market pricing and margins.

Because observable prices are generally not available for the Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach to determining SSP.

Because observable prices are generally not available for the

Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach to determining SSP.

The Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that are executed in the same manner, contain the same performance obligations, and are priced in a consistent manner.

13 unchanged sentences

Contract liabilities are reflected in deferred revenue in the accompanying condensed consolidated balance sheets and reflect amounts allocated to performance obligations that have not yet been transferred to the customer related to software maintenance, hardware maintenance, and subscription services.

The Company had no material contract assets as of March 31, 2025 or December 31, 2024.

During the three months ended March 31, 2025 and March 31, 2024, respectively, the Company recognized $1.9 million and $2.3 million of revenue that was included in the deferred revenue balance as of December 31, 2024 and December 31, 2023, respectively.

The Company had no material contract assets as of June 30, 2025 or December 31, 2024.

During the three months ended June 30, 2025 and June 30, 2024, respectively, the Company recognized $ 1.8 million and $ 2.2 million of revenue that was included in the deferred revenue balance as of December 31, 2024 and December 31, 2023, respectively.

During the six months ended June 30, 2025 and June 30, 2024, the Company recognized $ 3.7 million and $ 4.4 million of revenue that was included in the deferred revenue balance as of December 31, 2024 and December 31, 2023, respectively.

Variable Consideration

8 unchanged sentences

These estimates are generally made using the most likely method based on historical experience and are measured at each reporting date.

There was no material revenue recognized in the three months ended March 31, 2025 related to changes in estimated variable consideration that existed at December 31, 2024.

There was no material revenue recognized in the three and six months ended June 30, 2025 related to changes in estimated variable consideration that existed at December 31, 2024.

Remaining Performance Obligations

3 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $24.0 million and $24.2 million, respectively.

The Company expects to recognize revenue on approximately 38% of the remaining performance obligations during the next 12 months, 29% in the following 12 months, 19% in the 12 months ended September 30, 2027, 11% in the 12 months ended June 30, 2028, with the remaining 3% recognized thereafter.

As of June 30, 2025 and December 31, 2024, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $ 24.8 million and $ 24.2 million, respectively.

The Company expects to recognize revenue on approximately 38 % of the remaining performance obligations during the next 12 months, 29 % in the following 12 months, 19 % in the 12 months ended June 30, 2027, 11 % in the 12 months ended June 30, 2028, with the remaining 3 % recognized thereafter.

In accordance with Topic 606, the Company has elected not to disclose the value of remaining performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (for example, a time-and-materials professional services contracts).

6 unchanged sentences

Three Months Ended

(in thousands)

June 30, Six Months Ended

(in thousands) (in thousands)

2025 2024 2025 2024

Product revenue $ 27,822 $ 35,822 $ 49,465 $ 70,257

10 unchanged sentences

For these sales commissions that are incremental costs to obtain where the period of amortization would be recognized over a period that is one year or less, the Company has elected the practical expedient to expense those costs as incurred.

Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid and other current assets and other assets, respectively, in the accompanying condensed consolidated balance sheets.

Total deferred commissions, net of accumulated amortization, as of March 31, 2025 and December 31, 2024 were both less than $0.5 million, respectively.

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 current assets and other assets, respectively, in the accompanying condensed consolidated balance sheets.

Total deferred commissions, net of accumulated amortization, as of June 30, 2025 and December 31, 2024 were both less than $ 0.5 million, respectively.

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

26 unchanged sentences

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 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.

7 unchanged sentences

Clarifying the Effective Date.

The Board is issuing this Update to clarify the effective date of Accounting Standards Update No.

The Board issued this Update to clarify the effective date of Accounting Standards Update No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

4 unchanged sentences

NOTE 2 – ACCOUNTS RECEIVABLE - TRADE

Accounts receivable consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

Accounts receivable consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

Accounts receivable – trade $ 22,270 $ 18,719

2 unchanged sentences

NOTE 3 – INVENTORIES

Inventories consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

Inventories consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

Finished goods $ 29,871 $ 45,352

3 unchanged sentences

NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following at March 31, 2025 and December 31, 2024 (in thousands):

Prepaid expenses and other current assets consisted of the following at June 30, 2025 and December 31, 2024 (in thousands):

Prepayments to vendors $ 2,067 $ 2,212

1 unchanged sentence

Prepaid expenses and other current assets $ 8,960 $ 8,785

Prepaid expenses and other current assets as of March 31, 2025 and December 31, 2024 are net of reserves of $1.4 million related to vendor receivables.

Prepaid expenses and other current assets as of June 30, 2025 and December 31, 2024 are net of reserves of $ 1.4 million related to vendor receivables.

NOTE 5 – INTANGIBLE ASSETS

Intangible Assets

Intangible assets consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

Intangible assets consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

Useful lives 2025 2024

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Intangible assets, net of accumulated amortization $ 22,326 $ 25,944

For the three months ended March 31, 2025 and 2024, the Company recorded amortization expense of $2.3 million and $1.9 million, respectively.

Changes to gross carrying amount of recognized intangible assets due to translation adjustments include approximately $0.8 million as of March 31, 2025 and ($0.8) million as of December 31, 2024.

For the three months ended June 30, 2025 and 2024, the Company recorded amortization expense of $ 2.5 million and $ 1.9 million, respectively.

For the six months ended June 30, 2025 and 2024, the Company recorded amortization expense of $ 4.8 million and $ 3.8 million, respectively.

Changes to gross carrying amount of recognized intangible assets due to translation adjustments include approximately $ 3.8 million as of June 30, 2025 and ($ 0.8 ) million as of December 31, 2024.

NOTE 6 – LEASES

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Generally, these leases have initial lease terms of five years or less.

As of March 31, 2025, the Company had no leases classified as finance leases.

As of June 30, 2025, the Company had no leases classified as finance leases.

The Company is currently not a lessor in any lease arrangement.

Operating lease expense was $583 thousand and $630 thousand for the three months ended March 31, 2025 and 2024, respectively.

Variable and short-term lease cost was $323 thousand and $528 thousand for the three months ended March 31, 2025 and 2024, respectively.

Cash paid for amounts included in the measurement of lease liabilities was $599 thousand and $466 thousand for the three months ended March 31, 2025 and 2024, respectively.

Operating lease expense was $ 604 thousand and $ 574 thousand for the three months ended June 30, 2025 and 2024, respectively and $ 1.2 million for each of the six months ending June 30, 2025 and 2024.

Variable and short-term lease cost was $ 413 thousand and $ 405 thousand for the three months ended June 30, 2025 and 2024, respectively and $ 736 thousand and $ 933 thousand for the six months ended June 30, 2025 and 2024, respectively.

Cash paid for amounts included in the measurement of lease liabilities was $ 619 thousand and $ 413 thousand for the three months ended June 30, 2025 and 2024, respectively and $ 1.2 million and $ 0.9 million or the six months ended June 30, 2025 and 2024, respectively.

Future maturities of the Company's operating lease liabilities are summarized as follows (in thousands):

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Present value of lease liabilities $ 8,393

The following is supplemental lease information as of March 31, 2025 and December 31, 2024:

The following is supplemental lease information as of June 30, 2025 and December 31, 2024:

Weighted-average remaining lease term (years) 9.8 9.6

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NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

Accounts payable and accrued expenses consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

Accounts payable $ 7,177 $ 20,703

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NOTE 8 – DEBT

The following is a summary of the Company’s debt as of March 31, 2025 and December 31, 2024 (in thousands):

The following is a summary of the Company’s debt as of June 30, 2025 and December 31, 2024 (in thousands):

Debt – Third Parties

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Total debt 38,287 37,646

Premium, discount and issuance costs (31) 498

Net (prepayment premium), discount and issuance costs ( 747 ) 498

Current portion of debt 39,034 37,148

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Under the Credit Agreement, the Company received an initial term loan of $ 58.5 million and a subsequent delayed draw facility of up to $ 10 million (collectively, the “Term Loans”).

The Term Loans are secured by substantially all of the assets of the Company.

Portions of the Term Loans were subject to repayment in February 2022, and quarterly principal payments of $625,000 and interest payments commenced March 31, 2022, with the remaining balance becoming due and payable in full on December 31, 2025.

The Term Loans bore interest at the LIBOR rate plus 10.75%;

subject to the Company maintaining a borrowing base in compliance with the Credit Agreement.

In April 2022, the Company entered into a First Amendment to the Credit Agreement with the Collateral Agent and Lender (the “First Amendment”), pursuant to which the Collateral Agent and Lender agreed to extend the terms of repayment of $8.5 million originally due in February 2022 until February 2023.

The First Amendment also included forbearance on certain over-advances to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement.

In addition, the Collateral Agent and Lender agreed to (i) reduce, through September 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 a 1.75 EBITDA coverage ratio, and (iii) waive all prior events of default under the Credit Agreement.

The parties also agreed that no prepayment premiums would be payable with respect to the first $5.0 million paid under the Term Loan, any payments made in relation to the $8.5 million due on or before February 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of excess cash flow or casualty events.

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

Under the Second Amendment, the Lender funded a $2.5 million delayed draw term loan and adjusted certain terms of the Credit Agreement, including 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 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment, among other adjustments.

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

Under the Third Amendment, the Lender funded an additional $3.0 million delayed draw term loan, which was required to be repaid on or prior to September 29, 2023, and adjusted certain terms of the Credit Agreement, including the test period end dates and corresponding Senior Leverage Ratios (as defined in the Credit Amendment) and the minimum liquidity requirements that the Company must maintain compliance with pertaining to certain Borrowing Base Requirements (as defined in the Credit Agreement), among other adjustments.

Following this additional draw, no further delayed draws remained under the Credit Agreement.

In July 2023, the Company repaid the $3.0 million delayed draw term loan with no prepayment penalties or premiums.

In June 2023, the Company entered into a fourth amendment to the Credit Agreement with the Collateral Agent and the Lender (the “Fourth Amendment”) to replace LIBOR-based rates with a SOFR-based rate.

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, each as defined in the Credit Agreement, as amended.

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

The Term Loans are secured by substantially

all of the assets of the Company.

As amended, 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, each as defined in the Credit Agreement, as amended.

Covenant Compliance and Liquidity Considerations

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The financial statements do not include any adjustments that might result from the outcome of the Company’s ability to refinance and repay the credit facility.

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at September 30, 2023.

The Company cured the non-compliance by 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.

In February 2024, the Company paid $ 1.7 million, inclusive of a $ 0.1 million pre-payment penalty, to Whitehawk to maintain compliance with the borrowing base covenant calculation as of January 31, 2024.

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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.

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.

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

In conjunction with obtaining the Eighth Amendment, the Company also was required to comply with the following covenants:

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

The Company did not meet this requirement.

• 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.

The Company also was not in compliance with its financial covenant related to the borrowing base under the Credit Agreement at March 31, 2025.

However, the non-compliance was cured by the payment of approximately $ 1.3 million under the Credit Agreement in April and May 2025.

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at June 30, 2025.

In addition, the Company was not in compliance with its borrowing base covenant under the Credit Agreement at April 30, 2025, May 31, 2025, June 30, 2025, and July 31, 2025.

In connection with the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $ 0.7 million to $ 1.0 million and to change its interest payments from being due quarterly to being due monthly beginning in August 2025.

Issuance Cost and Warrants

on the arithmetic volume weighted average prices for the 30 trading days prior to September 30, 2022, in the event the Company’s stock is then trading below $80.00 per share, (iii) a 3% fee of $1,800,000, and (iv) a $500,000 original issue discount.

In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 13,205 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to its existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 51,083 shares of Class A common stock (subject to increase to the extent that 3 % of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $ 80.00 per share (the “Warrant”), which Warrant was subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to September 30, 2022, in the event the Company’s stock is then trading below $ 80.00 per share, (iii) a 3 % fee of $ 1,800,000 , and (iv) a $ 500,000 original issue discount.

In addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant.

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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.

On February 19, 2025, the Company entered into a Securities Purchase Agreement with certain institutional accredited investors.

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

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

March 31, 2025

June 30, 2025

Common stock issuable upon exercise of warrants 210,723

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Three Months Ended

March 31, 2025

June 30, 2025

Common stock issuable upon exercise of 2025 Common Warrants

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Three Months Ended

March 31, Three Months Ended

June 30, Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

United States $ ( 5,863 ) $ ( 958 ) $ ( 8,095 ) $ ( 7,067 )

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Total pretax book loss $ ( 4,445 ) $ ( 1,569 ) $ ( 7,838 ) $ ( 7,788 )

The Company recorded income tax benefit of $150 thousand and income tax expense of $870 thousand for the three months ended March 31, 2025 and 2024, respectively.

The effective tax rate was 4.4% due to various permanent differences for Boxlight and a change in valuation allowance for certain deferred assets.

The Company recorded income tax expense of $ 274 thousand and income tax benefit of $ 91 thousand for the three months ended June 30, 2025 and 2024, respectively, and income tax expense of $ 124 thousand and $ 779 thousand for the six months ended June 30, 2025 and 2024, respectively.

The effective tax rate was ( 1.6 )% and ( 10.0 )% for the six months ended June 30, 2025 and 2024 due to various permanent differences for Boxlight and a change in valuation allowance for certain deferred assets.

The Sahara entities are fully taxable.

The decrease in tax expense year-over-year is largely due to increase in book loss and limitation on interest expense and net operating loss (“NOL”) for the three months ended March 31, 2025 as compared to prior year estimates for the three months ended March 31, 2024.

The increase in tax expense year-over-year is largely due to an increase in foreign-sourced book income.

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

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The Company has evaluated both positive and negative evidence as to the ability of its legacy entities in each jurisdiction to generate future taxable income.

Based on its long history of cumulative losses in those jurisdictions, it believes it is appropriate to maintain a full valuation allowance on its net deferred tax asset at March 31, 2025 and December 31, 2024.

Based on its long history of cumulative losses in those jurisdictions, it believes it is appropriate to maintain a full valuation allowance on its net deferred tax asset at June 30, 2025 and December 31, 2024.

The Company completed its IRC Sec.

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Statutes of limitations vary in other immaterial jurisdictions.

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 March 31, 2025.

On July 4, 2025, the president signed H.R.

1 (commonly known as the One Big Beautiful Bill Act) into law.

The law introduces many significant federal income tax changes with various effective dates.

ASU 740 requires that the effects of a change in tax laws or rates should be recorded in the interim period that includes the enactment date.

will continue to assess the impact of the new tax law on their tax assets and liabilities for future periods that include the enactment date.

NOTE 11 – EQUITY

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At the time of the Company’s initial public offering, the Company issued 250,000 shares of the Company’s non-voting convertible Series A preferred stock to Vert Capital for the acquisition of Genesis Collaboration LLC.

As of March 31, 2025, a total of 167,972 shares of Series A preferred stock remained outstanding which can be converted into 6,693 shares of Class A common stock, at the discretion of the Series A stockholder.

As of June 30, 2025, a total of 167,972 shares of Series A preferred stock remained outstanding which can be converted into 6,693 shares of Class A common stock, at the discretion of the Series A stockholder.

Series B Preferred Stock and Series C Preferred Stock

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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).

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.

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, 30 days prior written notice from the holders, for a redemption price, payable in cash, equal to the sum of (a) $10.00 multiplied by the number of shares of Series B preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares.

On August 8, 2025, at the Company’s annual meeting of shareholders, the Company’s shareholders approved an amendment to the Company’s articles of incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000 .

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 30 days prior written notice from the holders, for a redemption price, payable in cash, equal to the sum of (a) $ 10.00 multiplied by the number of shares of Series B preferred stock being redeemed (the “Series B Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Series B Redeemed Shares.

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

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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.

The Series C Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $12.4 million, which includes the redemption features as they have not been bifurcated from the host instrument.

The Series C Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $ 12.4 million, which includes the conversion and redemption features as they have not been bifurcated from the host instrument.

As the redemption features in the Series B preferred stock and Series C preferred stock are not solely within the control of the Company, the Company has classified the Series B preferred stock and Series C preferred stock as temporary equity in the Company’s condensed consolidated balance sheet.

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Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock.

As of March 31, 2025 and December 31, 2024, the Company had 2,232,578 and 1,970,615 shares of Class A common stock issued and outstanding, respectively.

No Class B shares were outstanding as of March 31, 2025 or December 31, 2024.

As of June 30, 2025 and December 31, 2024, the Company had 2,649,936 and 1,970,615 shares of Class A common stock issued and outstanding, respectively.

No Class B shares were outstanding as of June 30, 2025 or December 31, 2024.

Private Placement

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The Registration Statement was declared effective by the SEC on April 24, 2025.

Following the 2025 Private Placement, which included the sale of the 2025 Common Warrants, 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 2025 Common Warrants be exercised.

During 2025, the Company intends to request shareholder approval to amend the Company’s articles of incorporation to increase the number of authorized shares of Class A common stock.

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

Following the 2025 Private Placement, which included the sale of the 2025 Common Warrants, our number of authorized but unissued shares of Class A common stock remaining under our articles of incorporation at June 30, 2025would not be sufficient to issue shares should all of the 2025 Common Warrants be exercised.

On August 8, 2025, at the Company's annual meeting of shareholders, the Company's shareholders approved an amendment to the Company’s articles of incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000 .

Amendments to Certificates of Designation

Certificate of Designation of its Series C Preferred Stock (the “Series C Amendment” and, together with the Series B Amendment, the “Amendments”).

The Company had equity warrants outstandi ng of 2,663,201 and 277,201 as of March 31, 2025 and December 31, 2024, respectively.

The Company had equity warrants outstandi ng of 2,247,701 and 277,201 as of June 30, 2025 and December 31, 2024, respectively.

NOTE 12 – STOCK COMPENSATION

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(i) the 2014 Equity Incentive Plan, as amended (the “2014 Plan”), pursuant to which a total of 159,761 shares of the Company’s Class A common stock have been approved for issuance, and (ii) the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which a total of 125,000 shares of the Company’s Class A common stock have been approved for issuance.

Upon approval of the 2021 Plan in March 2023, any shares remaining available for issuance under the 2014 Plan were cancelled, and all future grants were issued under the 2021 Plan.

Upon approval of the 2021 Plan in June 2023, any shares remaining available for issuance under the 2014 Plan were cancelled, and all future grants were issued under the 2021 Plan.

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.

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Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting as they occur.

The following is a summary of the option activities during the three months ended March 31, 2025:

The following is a summary of the option activities during the six months ended June 30, 2025:

Number of Units

1 unchanged sentence

Expired ( 28,666 )

Outstanding, March 31, 2025 33,516

Exercisable, March 31, 2025 32,558

Outstanding, June 30, 2025 5,475

Exercisable, June 30, 2025 4,804

Restricted Stock Units

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

The following is a summary of the RSU activities during the three months ended March 31, 2025:

The following is a summary of the RSU activities during the six months ended June 30, 2025:

Number of Units

2 unchanged sentences

Forfeited ( 1,987 )

Outstanding, March 31, 2025 12,067

The following is a summary of the warrant activities for warrants to purchase Class A common stock during the three months ended March 31, 2025:

Outstanding, June 30, 2025 8,861

The following is a summary of the warrant activities for warrants to purchase Class A common stock during the six months ended June 30, 2025:

Outstanding, December 31, 2024 277,201

Granted 2,386,000

Outstanding, March 31, 2025 2,663,201

Exercisable, March 31, 2025 2,663,201

Exercised ( 415,500 )

Outstanding, June 30, 2025 2,247,701

Exercisable, June 30, 2025 924,701

Stock Compensation Expense

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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 cycles.

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 LTIP awarded to the Company's Board of Directors had 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.

Consequently, the projected payout under the LTIP awarded to the Board was $236 thousand as of March 31, 2025 due to the change in stock price.

The Cash LTIP for the Board of Directors totaled $ 236 thousand and was paid in May 2025.

The earned payout under the LTIP awarded to senior management was $ 225 thousand for the period ended June 30, 2025.

The target payout for senior management over the remaining term is $ 567 thousand.

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 March 31, 2025.

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.

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 March 31, 2025 to be $189 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.

March 31, 2025

The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of June 30, 2025 to be $ 71,137 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.

June 30, 2025

Market value of common stock on measurement date $ 1.76

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

For the three months ended March 31, 2025 and 2024, the Company recorded the following stock compensation in general and administrative expense (in thousands):

For the three and six months ended June 30, 2025 and 2024, the Company recorded the following stock compensation in general and administrative expense (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Stock options $ 5 $ 49 $ 12 $ 153

3 unchanged sentences

Total stock compensation expense $ 179 $ 243 $ 348 $ 792

As of March 31, 2025, there was approximately $0.3 million of unrecognized compensation expense related to unvested options, RSU’s, and warrants, which will be amortized over the remaining vesting period.

As of June 30, 2025, there was approximately $ 0.2 million of unrecognized compensation expense related to unvested options, RSU’s, and warrants, which will be amortized over the remaining vesting period.

NOTE 13 – RELATED PARTY TRANSACTIONS

Management Agreement

On November 1, 2022, the Company entered into a consulting agreement with Mark Elliott, former Chief Executive Officer of Boxlight and a current member of the Board of Directors.

On November 1, 2022, the Company entered into a consulting agreement with Mark Elliott, former Chief Executive Officer of Boxlight and a member of the Board of Directors through June 16, 2025, when he resigned as a non-executive director and became an advisor to the Board.

Under the terms of the agreement, Mr.

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The agreement, unless cancelled, will automatically renew on December 31, 2025.

For the three months ended March 31, 2025 and 2024, the Company paid $42 thousand and $79 thousand under the agreement, respectively.

For the six months ended June 30, 2025 and 2024, the Company paid $ 39 thousand and $ 79 thousand under the agreement, respectively.

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

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

Pope's employment with the Company terminated, and will be in effect for a period of 13 months, in which Mr.

Pope's employment with the Company terminated, and was in effect for a period of 13 months, in which Mr.

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

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

For the three months ended March 31, 2025, the Company paid $43 thousand under the agreement.

with such agreement terminating on February 2025.

For the six months ended June 30, 2025, the Company paid $ 43 thousand under the agreement.

Pope continues to serve as a director of the Company.

Inventory Finance Agreement

On May 27, 2025, the Company entered into an Inventory Finance Agreement with J.J.

ASTOR & CO., a Utah corporation ("J.J ASTOR”).

Michael Pope is the chief executive officer of J.J ASTOR, which is beneficially owned, directly or indirectly, by a private investment fund managed by Mr.

Under the Agreement, the Company may finance the purchase of certain finished goods inventory from one of the Company’s manufacturers and suppliers of such inventory up to an aggregate outstanding amount of $ 6 million.

The term of the Agreement is one year .

Each advance under the Agreement is payable by the Company within 90 days at a rate of 5.35 % of the amount advanced by J.J ASTOR.

Title to the product remains with JJ ASTOR until payment is made by the Company.

Any failure by the Company to make a payment in full when due under the Agreement constitutes an event of default.

In the event of such default by the Company, the aggregate outstanding balance owing to J.J ASTOR is automatically increased by 10 % and begins to accrue interest at the rate of 19 % per annum, compounded daily.

Amounts advanced under the agreement were $ 2.7 million as of June 30, 2025.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s products.

As of March 31, 2025, the total amount of such open inventory purchase orders was $18.1 million.

As of June 30, 2025, the total amount of such open inventory purchase orders was $ 27.8 million.

NOTE 15 – CUSTOMER AND SUPPLIER CONCENTRATION

There was no customer that accounted for greater than 10% of the Company's consolidated revenues for the three months ended March 31, 2025 and 2024.

For the three months ended March 31, 2025 and 2024, the Company’s purchases were concentrated primarily with one vendor .

There was no customer that accounted for greater than 10% of the Company's consolidated revenues for the six months ended June 30, 2025.

There was one customer that accounted for greater than 10% of the Company's consolidated revenues for the six months ended June 30, 2024.

Customer Total revenues

from the customer

as a percentage of

total revenues

for the three months ended

2025 Accounts

receivable from

the customer as of

(in thousands) Total revenues

from the customer

as a percentage of

total revenues

for the three months ended

2024 Accounts

receivable from

the customer as of

(in thousands)

1 — % $ — 13.0 % $ 4,235

For the six months ended June 30, 2025 and 2024, the Company’s purchases were concentrated primarily with one vendor .

Details are as follows:

3 unchanged sentences

total cost of

the three months ended

the six months ended

2025 Accounts payable

4 unchanged sentences

of total cost of

the three months ended

the six months ended

2024 Accounts payable

4 unchanged sentences

NOTE 16 – SEGMENTS

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

March 31, 2025

Information about our Company’s operations by operating segment for the three and six months ended June 30, 2025 and 2024 is shown in the following tables (in thousands):

For the three months ended

June 30, 2025

Americas EMEA Rest of World Eliminations and Adjustments Total

3 unchanged sentences

General and administrative expenses 7,741 5,731 102 — 13,574

Impairment of goodwill $ — $ — $ — $ — $ —

Interest expense 2,473 98 — — 2,571

Income tax expense $ (13) $ (137) $ — $ — $ (150)

Income tax expense (benefit) 577 ( 303 ) — — 274

Other segment items (3)

1,401 ( 1,728 ) 3 ( 586 ) ( 910 )

Net Loss $ (2,031) $ (1,274) $ 97 $ (35) $ (3,243)

Net (Loss) Income $ ( 6,415 ) $ 1,174 $ 56 $ 466 $ ( 4,719 )

For the six months ended

June 30, 2025

Americas EMEA Rest of World Eliminations and Adjustments Total

Revenues, net $ 25,673 $ 28,081 $ 592 $ ( 1,071 ) $ 53,275

Cost of sales 15,073 19,867 239 ( 737 ) 34,442

Segment gross profit 10,600 8,214 353 ( 334 ) 18,833

General and administrative expenses 12,647 10,769 197 — 23,613

Interest expense 4,840 218 — — 5,058

Income tax expense (benefit) 564 ( 440 ) — — 124

Other segment items (3)

995 ( 2,233 ) 3 ( 765 ) ( 2,000 )

Net (Loss) Income $ ( 8,446 ) $ ( 100 ) $ 153 $ 431 $ ( 7,962 )

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

1 unchanged sentence

(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:

(3) Other Segment items for each 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, the effects of changes in the fair value of derivative liabilities and warrants.

March 31, 2024

Other Expense - consists of the effects of changes in the fair value of derivative liabilities and warrants.

For the three months ended

June 30, 2024

Americas EMEA Rest of World Eliminations and Adjustments Total

3 unchanged sentences

General and administrative expenses 6,649 5,587 85 — 12,321

Impairment of goodwill $ — $ — $ — $ — $ —

Interest expense 2,567 ( 1 ) — — 2,566

Income tax expense (benefit) ( 121 ) 30 — — ( 91 )

Other segment items (3)

1,005 402 ( 2 ) ( 195 ) 1,210

Net (Loss) Income $ ( 880 ) $ ( 628 ) $ 99 $ ( 69 ) $ ( 1,478 )

For the six months ended

June 30, 2024

Americas EMEA Rest of World Eliminations and Adjustments Total

Revenues, net $ 40,326 $ 37,542 $ 627 $ ( 2,887 ) $ 75,608

Cost of sales 24,376 25,988 351 ( 2,450 ) 48,265

Segment gross profit 15,950 11,554 276 ( 437 ) 27,343

General and administrative expenses 16,027 11,374 169 — 27,570

Interest expense 5,112 61 — — 5,173

Income tax expense 599 180 — — 779

1 unchanged sentence

1,956 745 ( 2 ) ( 311 ) 2,388

Net Loss $ (6,865) $ (177) $ 10 $ (57) $ (7,089)

Net (Loss) Income $ ( 7,744 ) $ ( 806 ) $ 109 $ ( 126 ) $ ( 8,567 )

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

1 unchanged sentence

(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:

(3) Other Segment items for each 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.

Other Expense - consists of the effects of changes in the fair value of derivative liabilities.

2025 December 31,

4 unchanged sentences

Total Identifiable Assets $ 99,201 $ 115,305

NOTE 17 – SUBSEQUENT EVENTS

On August 12, 2025, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada, which amended the Company’s Articles of Incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000 .

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at June 30, 2025.

In addition, the Company was not in compliance with its borrowing base covenant under the Credit Agreement at April 30, 2025, May 31, 2025, June 30, 2025, and July 31, 2025.

Further, the Company had not complied with the Recapitalization Requirement.

In connection with the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $ 0.7 million to $ 1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements