What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-13 · 263 added, 215 removed, 807 unchanged (37% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive Loss

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

For the three and nine months ended September 30, 2025 and 2024

(in thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

General and administrative 8,730 10,014 27,289 33,472

Depreciation and amortization 2,627 2,075 7,681 6,187

Research and development 1,122 1,022 3,162 3,178

Total operating expense 12,479 13,111 38,132 42,837

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

Loss from operations ( 3,944 ) ( 859 ) ( 10,764 ) ( 3,242 )

Other (expense) income:

10 unchanged sentences

Net loss ( 6,184 ) ( 3,061 ) ( 14,146 ) ( 11,628 )

Fixed dividends - Series B Preferred ( 317 ) ( 317 ) ( 634 ) ( 634 )

Fixed dividends - Series B Preferred (recorded but not declared) ( 317 ) ( 317 ) ( 951 ) ( 952 )

Net loss attributable to common stockholders $ ( 6,501 ) $ ( 3,378 ) $ ( 15,097 ) $ ( 12,580 )

9 unchanged sentences

Condensed Consolidated Balance Sheets

As of June 30, 2025 and December 31, 2024

As of September 30, 2025 and December 31, 2024

(in thousands, except share amounts)

September 30,

2025 December 31,

11 unchanged sentences

Total assets $ 99,590 $ 115,305

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:

21 unchanged sentences

167,972 shares issued and outstanding

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

Common stock, $ 0.0001 par value, 25,000,000 and 3,750,000 shares authorized;

5,512,319 and 1,970,615 Class A shares issued and outstanding, respectively

3 unchanged sentences

Total stockholders’ deficit ( 19,463 ) ( 12,896 )

Total liabilities and stockholders’ equity $ 99,201 $ 115,305

Total liabilities and stockholders’ (deficit) equity $ 99,590 $ 115,305

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the three months ended June 30, 2025

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

For the three months ended September 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 )

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

Adjustment to beginning balance — — ( 2,199 ) — — — — —

Shares issued for:

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

Prefunded warrants exercised — — 647,500 — — — — —

Common warrants exercised — — 882,000 — 1,879 — — 1,879

Vesting of restricted share units — — 1,749 — — — — —

September 2025 private placement — — 1,333,333 — 3,587 — — 3,587

Stock compensation — — — — 65 — — 65

Warrant reclassification from liabilities — — — — 2,002 — — 2,002

Foreign currency translation — — — — — 134 — 134

1 unchanged sentence

Net loss — — — — — — ( 6,184 ) ( 6,184 )

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

Balance as of September 30, 2025 167,972 $ — 5,512,319 $ — $ 126,210 $ 1,083 $ ( 146,756 ) $ ( 19,463 )

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

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

For the nine months ended September 30, 2025

(in thousands, except share amounts)

3 unchanged sentences

Comprehensive

Income (loss) Accumulated

Income Accumulated

Deficit Total

1 unchanged sentence

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

Adjustment to beginning balance — — ( 2,199 ) — — — — —

Shares issued for:

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

Prefunded warrants exercised — — 1,063,000 — — — — —

Common warrants exercised — — 882,000 — 1,879 — — 1,879

Vesting of restricted share units — — 5,537 — ( 3 ) — — ( 3 )

1 unchanged sentence

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

September 2025 private placement — — 1,333,333 — 3,587 — — 3,587

Stock compensation — — — — 209 — — 209

Warrant reclassification from liabilities — — — — 2,002 — — 2,002

Foreign currency translation — — — — — 856 — 856

1 unchanged sentence

— — — — — — ( 14,146 ) ( 14,146 )

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

Balance as of September 30, 2025 167,972 $ — 5,512,319 $ — $ 126,210 $ 1,083 $ ( 146,756 ) $ ( 19,463 )

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

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

For the three months ended September 30, 2024

(in thousands, except share amounts)

6 unchanged sentences

Shares Amount Shares Amount

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

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

Shares issued for:

4 unchanged sentences

— — — — — — ( 3,061 ) ( 3,061 )

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

Balance as of September 30, 2024 167,972 $ — 1,968,463 $ 1 $ 119,731 $ 2,713 $ ( 115,903 ) $ 6,542

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the six months ended June 30, 2024

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

For the nine months ended September 30, 2024

(in thousands, except share amounts)

3 unchanged sentences

Comprehensive

Loss Accumulated

Income Accumulated

Deficit Total

7 unchanged sentences

Net loss — — — — — — ( 11,628 ) ( 11,628 )

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

Balance as of September 30, 2024 167,972 $ — 1,968,463 $ 1 $ 119,731 $ 2,713 $ ( 115,903 ) $ 6,542

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2025 and 2024

For the nine months ended September 30, 2025 and 2024

(in thousands)

Six Months Ended

2025 June 30,

Nine Months Ended

September 30,

2025 September 30,

Cash flows from operating activities:

24 unchanged sentences

Cash flows from investing activities:

Purchases of furniture and fixtures ( 159 ) ( 411 )

Purchases of property and equipment ( 158 ) ( 279 )

Net cash used in investing activities ( 158 ) ( 279 )

7 unchanged sentences

Effect of foreign currency exchange rates 36 ( 16 )

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

Net increase (decrease) in cash and cash equivalents 3,805 ( 6,760 )

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

6 unchanged sentences

Cash dividends declared to Series B Preferred stockholders $ 951 $ 952

Reclassification of warrant liabilities $ 2,002 $ —

See accompanying notes to unaudited condensed consolidated financial statements.

33 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-based 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 March 31, 2025.

There are presently no shares of Class B common stock outstanding and none were outstanding as of September 30, 2025.

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

1 unchanged sentence

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.

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 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.

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

Non-compliance with the Senior Leverage Ratio financial covenant through June 30, 2025 was waived by the Agent and Lender under amendments to the Credit Agreement.

Non-compliance with the borrowing base covenant through July 31, 2025 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 is not subject to prepayment penalties.

The bridge loan, including the related fee, was due and payable in full on August 31, 2025.

In conjunction with obtaining the waiver, the Company also was required to 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 "Recapitalization Requirement").

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

Not meeting these dates was 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 is also required to meet with a financial advisor, as designated by the Lender, if requested.

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.

1 unchanged sentence

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.

The Company's noncompliance with its financial covenant related to the borrowing base under the Credit Agreement at March 31, 2025 was cured by the payment of approximately $ 1.3 million under the Credit Agreement in April and May 2025.

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 $ 39.0 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.

In addition, the Company’s Term Loan, which has an outstanding balance of $ 36.7 million as of September 30, 2025, matures on December 31, 2025.

As of September 30, 2025, the Company's short-term debt will mature within three 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.

The Company does not expect it will have the available resources, absent a financing or refinancing, to pay the loan when 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 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.

In view of the Term Loans being payable in full within the next three 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.

3 unchanged sentences

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 “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.

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.

7 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) Equity for the prior period ended, June 30, 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, September 30, 2024.

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

June 30, 2024

September 30, 2024

As reported Adjustments As revised

6 unchanged sentences

Total liabilities 106,348 1,287 $ 107,635

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

Total liabilities and stockholders’ equity 141,395 1,546 $ 142,941

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

June 30, 2024

September 30, 2024

As reported Adjustments As revised

3 unchanged sentences

Other liabilities 2,099 ( 23 ) 2,076

2,033 ( 25 ) 2,008

FAIR VALUE OF FINANCIAL INSTRUMENTS

16 unchanged sentences

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

As a result, the Company reclassified the 2025 Common Warrants and the vested stock options to equity at their respective fair value.

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

The balance was transferred out of Level 3 measurement as of September 30, 2025.

There were no transfers into or out of Level 3 measurements in the first nine 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 September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 Markets for

(Level 1) Other

1 unchanged sentence

(Level 3) Carrying

Derivative liabilities - warrant instruments — — $ 52 $ 52

September 30,

Long-term incentive plan — — $ 117 $ 117

Common warrants (1)

— — $ 1,711 $ 1,711

(1) Due to insufficient authorized shares to share-settle the 2025 Common Warrants, these were classified as liabilities and included in the "other long-term liabilities" on the balance sheet.

Description Markets for

December 31, 2024 Markets for

(Level 1) Other

8 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

Amount paid in period — ( 236 ) —

Change in fair value 235 282 291

Reclass to equity — — ( 2,002 )

Balance, September 30, 2025 $ 287 $ 117 $ —

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

1 unchanged sentence

Common warrants issuance on February 21, 2025

Reclass to accrued expenses

Amount paid in period — ( 461 ) —

Change in fair value 286 220 ( 1,394 )

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

Reclass to equity — — ( 2,002 )

Balance, September 30, 2025 $ 287 $ 117 $ —

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

Balance, March 31, 2024 $ 13 $ — $ —

Change in fair value ( 4 ) — —

Balance, June 30, 2024 $ 9 $ — $ —

Change in fair value ( 6 ) 274 —

Balance, September 30, 2024 $ 3 $ 274 $ —

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

1 unchanged sentence

Change in fair value ( 202 ) 274 —

Balance, June 30, 2024 $ 9 $ — $ —

Balance, September 30, 2024 $ 3 $ 274 $ —

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 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.

For the three and nine months ended September 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, 6 thousand unvested shares of restricted stock and 0.9 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 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.

For the three and nine months ended September 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.

24 unchanged sentences

The Company’s products and services included in its contracts with multiple performance obligations generally are not sold separately and there are no observable prices available to determine the SSP for those products and services.

Since observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis.

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

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

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

Because observable prices are generally not available for the

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

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 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.

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

During the three months ended September 30, 2025 and September 30, 2024, respectively, the Company recognized $ 1.7 million and $ 2.1 million of revenue that was included in the deferred revenue balance as of December 31, 2024 and December 31, 2023, respectively.

During the nine months ended September 30, 2025 and September 30, 2024, the Company recognized $ 5.5 million and $ 6.5 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 and six months ended June 30, 2025 related to changes in estimated variable consideration that existed at December 31, 2024.

There was no material revenue recognized in the three and nine months ended September 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 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.

As of September 30, 2025 and December 31, 2024, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $ 24.4 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, 28 % in the following 12 months, 19 % in the 12 months ended September 30, 2027, 11 % in the 12 months ended September 30, 2028, with the remaining 4 % 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

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) (in thousands)

12 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 June 30, 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 September 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.

22 unchanged sentences

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.

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.

1 unchanged sentence

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.

14 unchanged sentences

NOTE 2 – ACCOUNTS RECEIVABLE - TRADE

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

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

Accounts receivable – trade $ 20,721 $ 18,719

2 unchanged sentences

NOTE 3 – INVENTORIES

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

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

Finished goods $ 27,383 $ 45,352

3 unchanged sentences

NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

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

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

Prepayments to vendors $ 4,372 $ 2,212

1 unchanged sentence

Prepaid expenses and other current assets $ 12,372 $ 8,785

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.

Prepaid expenses and other current assets as of September 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 June 30, 2025 and December 31, 2024 (in thousands):

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

Useful lives 2025 2024

10 unchanged sentences

Intangible assets, net of accumulated amortization $ 19,577 $ 25,944

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.

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

For the nine months ended September 30, 2025 and 2024, the Company recorded amortization expense of $ 7.3 million and $ 5.7 million, respectively.

Changes to gross carrying amount of recognized intangible assets due to translation adjustments include approximately $ 2.8 million as of September 30, 2025 and ($ 0.8 ) million as of December 31, 2024.

NOTE 6 – LEASES

1 unchanged sentence

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

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

As of September 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 $ 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.

Operating lease expense was $ 589 thousand and $ 595 thousand for the three months ended September 30, 2025 and 2024, respectively and $ 1.8 million for each of the nine months ended September 30, 2025 and 2024.

Variable and short-term lease cost was $ 229 thousand and $ 470 thousand for the three months ended September 30, 2025 and 2024, respectively and $ 966 thousand and $ 1.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Cash paid for amounts included in the measurement of lease liabilities was $ 604 thousand and $ 426 thousand for the three months ended September 30, 2025 and 2024, respectively and $ 1.8 million and $ 1.3 million for the nine months ended September 30, 2025 and 2024, respectively.

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

5 unchanged sentences

Present value of lease liabilities $ 7,786

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

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

Weighted-average remaining lease term (years) 9.8 9.6

1 unchanged sentence

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

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

Accounts payable $ 10,453 $ 20,703

2 unchanged sentences

NOTE 8 – DEBT

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

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

Debt – Third Parties

8 unchanged sentences

In December 2021, the Company and substantially all of its direct and indirect subsidiaries (the “Loan Parties”) entered into a term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with Whitehawk Finance LLC, as lender (the “Lender”), and White Hawk Capital Partners, LP, as collateral agent (“Whitehawk” or the “Collateral Agent”).

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.

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.

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.

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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.

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.

The bridge loan, including the related fee, was due and payable in full on August 31, 2025.

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.

Not meeting these dates was 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 is also required to meet with a financial advisor, as designated by the Lender, if requested.

1 unchanged sentence

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.

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

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

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.

12 unchanged sentences

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

On September 23, 2025, the Company entered into a Securities Purchase Agreement with certain institutional accredited investors.

The Whitehawk warrants were repriced to $ 15.11 , and shares increased to 270,463 .

NOTE 9 – DERIVATIVE LIABILITIES

3 unchanged sentences

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

June 30, 2025

September 30, 2025

Common stock issuable upon exercise of warrants 270,463

16 unchanged sentences

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

Following the private placement offering in February 2025, which included the sale of warrants (the “2025 Common Warrants”) to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock, the Company, assisted by third-party valuation experts, used a Monte Carlo Simulation model to determine the fair value of the derivative liabilities.

Three Months Ended

June 30, 2025

Common stock issuable upon exercise of 2025 Common Warrants

Market value of common stock on measurement date $ 1.76

Exercise price $ 2.13

Risk free interest rate (1) 3.80 %

Expected life in years 5.15 years

Expected volatility (2) 114 %

Expected dividend yields (3) — %

(1) The risk-free interest rate was determined 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.

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

NOTE 10 – INCOME TAXES

1 unchanged sentence

Three Months Ended

June 30, Three Months Ended

June 30, Six Months Ended

September 30, Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

Total pretax book loss $ ( 6,445 ) $ ( 3,073 ) $ ( 14,283 ) $ ( 10,861 )

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 Company recorded income tax benefit of $ 261 thousand and income tax benefit of $ 12 thousand for the three months ended September 30, 2025 and 2024, respectively, and income tax benefit of $ 137 thousand and income tax expense of $ 767 thousand for the nine months ended September 30, 2025 and 2024, respectively.

The effective tax rate was 1.0 % and ( 7.1 )% for the nine months ended September 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.

11 unchanged sentences

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 June 30, 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 September 30, 2025 and December 31, 2024.

The Company completed its IRC Sec.

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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.

The Company 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

9 unchanged sentences

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 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.

As of September 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

1 unchanged sentence

The Series B preferred stock has a stated and liquidation value of $ 10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8 % per annum, payable quarterly.

The Series B preferred stock is convertible into the Company’s Class A common stock at a conversion price of $ 66.40 per share which was the closing price of the Company’s Class A common stock on the Nasdaq Stock Market on September 25, 2020 (the “Conversion Price”).

Such conversion may occur either (i) at the option of the holder at any time after January 1, 2024, or (ii) automatically upon the Company’s Class A common stock trading at 200 % of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price).

The Series C preferred stock has a stated and liquidation value of $ 10.00 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.

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.

The Series B preferred stock was convertible into the Company’s Class A common stock at a conversion price of $ 66.40 per share which was the closing price of the Company’s Class A common stock on the Nasdaq Stock Market on September 25, 2020 (the “Conversion Price”).

The Series C preferred stock has a stated and liquidation value of $ 10.00 per share and was 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 were 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 was 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.

2 unchanged sentences

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.

On October 1, 2025, the Company entered into an agreement (the "Agreement") with all of the holders of its Series B preferred stock and Series C preferred stock.

Pursuant to the Agreement, the holders converted all outstanding shares of Series C preferred stock—constituting a total of 1,320,850 shares - into a total of 198,920 shares of Class A common stock, par value $ 0.0001 per share.

In addition, the holders agreed with the Company to amend the terms of the Series B preferred stock.

Specifically, the right of the holders to convert their Series B preferred stock into Class A common stock at their option, and a provision that provided for automatic conversion if the price of the common stock on the Nasdaq Capital Market reached a certain level, were eliminated.

The right of the holders to cause the Company to redeem their Series B preferred stock at their option was also eliminated.

The dividend provisions of the Series B preferred stock were amended to provide that the current 8 % per annum dividend, currently accruing on a non-compounding cumulative basis, would begin accruing at 9 % per annum on October 2, 2027, 10 % on October 2, 2028, 11 % on October 2, 2029 and 12 % on October 2, 2030 and thereafter.

The cumulative dividends are payable only when and if declared, or in the event of a liquidation of the Company.

No dividends can be declared or paid on junior classes of capital stock, including the common stock, unless unpaid cumulative dividends on the Series B preferred stock are first paid.

Although the dividends are payable only when and if declared or upon a liquidation, dividends that do become payable but remain unpaid will accrue interest at a fixed rate of 12 % until such dividend and interest shall be paid in full.

In the Agreement, the Company agreed to apply up to 20 % of the net proceeds of future primary equity securities offerings undertaken by the Company for capital-raising purposes to redeem or repurchase the Series B preferred stock at a redemption price per share of $ 10.00 until all such shares are redeemed and repurchased.

The obligation to repurchase or redeem the Series B preferred stock is subject to possible limitation based on legal or stock market listing standard considerations.

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.

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 .

Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common stock has no voting rights.

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

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

As of September 30, 2025 and December 31, 2024, the Company had 5,512,319 and 1,970,615 shares of Class A common stock issued and outstanding, respectively.

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

February 2025 Private Placement

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

6 unchanged sentences

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 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 2,247,701 and 277,201 as of June 30, 2025 and December 31, 2024, respectively.

Through September 30, 2025, the holders exercised all of the Pre-Funded Warrants.

In addition, two of the holders of the 2025 Common Warrants exercised a total of 882,000 warrants with a total exercise price of $ 1.9 million.

September 2025 Registered Direct Offering

On September 23, 2025, the Company entered into a placement agency agreement with a placement agent, and a securities purchase agreement with certain purchasers, pursuant to which the Company issued and sold, in a registered direct offering, an aggregate of 1,333,333 shares of the Company’s Class A common stock at a price of $ 3.00 per share.

The offering closed on September 24, 2025.

The gross proceeds to the Company were approximately $ 4.0 million, before deducting the Placement Agent's fees and other offering expenses payable by the Company.

The Company had equity warrants outstandi ng of 895,787 and 277,201 as of September 30, 2025 and December 31, 2024, respectively.

NOTE 12 – STOCK COMPENSATION

1 unchanged sentence

(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 June 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 September 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.

4 unchanged sentences

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 six months ended June 30, 2025:

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

Number of Units

1 unchanged sentence

Expired ( 28,859 )

Outstanding, June 30, 2025 5,475

Exercisable, June 30, 2025 4,804

Outstanding, September 30, 2025 5,282

Exercisable, September 30, 2025 4,845

Restricted Stock Units

2 unchanged sentences

Upon granting the RSUs, the Company recognizes a fixed compensation expense equal to the fair market value of the underlying shares of RSUs granted on a straight-line basis over the requisite services period for the RSUs.

Compensation expense related to the RSUs is reduced by the fair value of units that are forfeited by employees that leave the Company prior to vesting.

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

the Company prior to vesting.

The 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 six months ended June 30, 2025:

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

Number of Units

2 unchanged sentences

Forfeited ( 2,979 )

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, September 30, 2025 6,120

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

Outstanding, December 31, 2024 277,201

Granted 2,386,000

Contractual increase for share sales 177,586

Exercised ( 1,945,000 )

Outstanding, June 30, 2025 2,247,701

Exercisable, June 30, 2025 924,701

Outstanding, September 30, 2025 895,787

Exercisable, September 30, 2025 895,787

Stock Compensation Expense

12 unchanged sentences

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 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

The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of September 30, 2025 to be $ 117 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.

September 30, 2025

Market value of common stock on measurement date $ 2.41

4 unchanged sentences

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

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):

For the three and nine months ended September 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Total stock compensation expense $ 111 $ 441 $ 459 $ 1,233

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.

As of September 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

6 unchanged sentences

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

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

For the nine months ended September 30, 2025 and 2024, the Company paid $ 91 thousand and $ 189 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.

11 unchanged sentences

In accordance with the Management Agreement, Mr.

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

with such agreement terminating on February 2025.

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

Pope is expected to continue providing consulting services to the Company for the subsequent 13 months, with such agreement terminating on February 2025.

For the nine months ended September 30, 2025, the Company paid $ 43 thousand under the agreement.

Pope continues to serve as a director of the Company.

1 unchanged sentence

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.

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

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.

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.

Title to the product remains with J.J.

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.

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 $ 1.5 million as of September 30, 2025.

On November 3, 2025, the Company and J.J.

Astor entered into an amendment and restatement of the Agreement (the "Restated Agreement").

Under the Restated Agreement, the Company may finance 80 % of 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 $ 9.0 million, a $ 3.0 million increase from the maximum amount under the original Agreement.

Each advance under the Restated Agreement remains payable by the Company within 90 days at a rate of $ 1.0535 for each $1.00 advanced.

The term of the Restated Agreement is through November 3, 2026, unless mutually extended or earlier terminated by J.J.

Under the Restated Agreement, J.J.

Astor may elect from time to time to convert all or a portion of the amounts owed by the Company into shares of the Company's common stock, par value $ 0.0001 per share.

Astor can require the Company to register any such shares for public resale with the Securities & Exchange Commission.

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

As of September 30, 2025, the total amount of such open inventory purchase orders was $ 24.2 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 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.

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

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

Customer Total revenues

3 unchanged sentences

for the three months ended

September 30,

2025 Accounts

1 unchanged sentence

the customer as of

September 30,

(in thousands) Total revenues

3 unchanged sentences

for the three months ended

September 30,

2024 Accounts

1 unchanged sentence

the customer as of

September 30,

(in thousands)

1 — % $ — 10.0 % $ 581

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

For the nine months ended September 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 six months ended

the nine months ended

September 30,

2025 Accounts payable

to the vendor

September 30,

(in thousands) Total purchases

2 unchanged sentences

of total cost of

the six months ended

the nine months ended

September 30,

2024 Accounts payable

the vendor as of

September 30,

(in thousands)

2 unchanged sentences

NOTE 16 – SEGMENTS

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):

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

For the three months ended

June 30, 2025

September 30, 2025

Americas EMEA Rest of World Eliminations and Adjustments Total

3 unchanged sentences

General and administrative expenses 4,296 4,340 94 — 8,730

Depreciation and amortization 656 1,971 — — 2,627

Research and development expenses 1,088 206 — ( 172 ) 1,122

Interest expense 2,667 86 — — 2,753

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

Income tax expense ( 590 ) 329 — — ( 261 )

Other segment items (3)

1 unchanged sentence

Net (Loss) Income $ ( 5,458 ) $ ( 1,924 ) $ 26 $ 1,172 $ ( 6,184 )

For the six months ended

June 30, 2025

For the nine months ended

September 30, 2025

Americas EMEA Rest of World Eliminations and Adjustments Total

3 unchanged sentences

General and administrative expenses 15,624 11,374 291 — 27,289

Depreciation and amortization 1,975 5,706 — — 7,681

Research and development expenses 3,128 596 — ( 562 ) 3,162

Interest expense 7,507 304 — — 7,811

6 unchanged sentences

(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 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 the effects of changes in the fair value of derivative liabilities and warrants.

(3) Other Segment items for each reportable segment includes Other Expense, which consists of the effects of changes in the fair value of derivative liabilities and warrants.

For the three months ended

June 30, 2024

September 30, 2024

Americas EMEA Rest of World Eliminations and Adjustments Total

3 unchanged sentences

General and administrative expenses 5,829 4,050 135 — 10,014

Depreciation and amortization 852 1,223 — — 2,075

Research and development expenses 1,042 189 — ( 209 ) 1,022

Interest expense 2,550 — — — 2,550

3 unchanged sentences

Net (Loss) Income $ ( 4,052 ) $ 1,221 $ ( 216 ) $ ( 14 ) $ ( 3,061 )

For the six months ended

June 30, 2024

For the nine months ended

September 30, 2024

Americas EMEA Rest of World Eliminations and Adjustments Total

3 unchanged sentences

General and administrative expenses 20,135 13,033 304 — 33,472

Depreciation and amortization 2,573 3,614 — — 6,187

Research and development expenses 3,190 587 — ( 599 ) 3,178

Interest expense 7,661 62 — — 7,723

6 unchanged sentences

(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 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 the effects of changes in the fair value of derivative liabilities.

(3) Other Segment items for each reportable segment includes Other Expense, which consists of the effects of changes in the fair value of derivative liabilities.

September 30,

2025 December 31,

5 unchanged sentences

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.

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

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

On October 1, 2025, the Company entered into an agreement (the "Agreement") with all of the holders of its Series B Preferred Stock and Series C Preferred Stock.

Pursuant to the Agreement, the holders converted all outstanding shares of Series C Stock—constituting a total of 1,320,850 shares - into a total of 198,920 shares of Class A Common Stock, par value $ 0.0001 per share (“Common Stock”).

In addition, the holders agreed with the Company to amend the terms of the Series B Stock.

Specifically, the right of the holders to convert their Series B Stock into Common Stock at their option, and a provision that provided for automatic conversion if the price of the Common Stock on the Nasdaq Capital Market reached a certain level, were eliminated.

The right of the holders to cause the Company to redeem their Series B Stock at their option was also eliminated.

The dividend provisions of the Series B Stock were amended to provide that the current 8 % per annum dividend, currently accruing on a non-compounding cumulative basis, would begin accruing at 9 % per annum on October 2, 2027, 10 % on October 2, 2028, 11 % on October 2, 2029 and 12 % on October 2, 2030 and thereafter.

The cumulative dividends are payable only when and if declared, or in the event of a liquidation of the Company.

No dividends can be declared or paid on junior classes of capital stock, including the Common Stock, unless unpaid cumulative dividends on the Series B Stock are first paid.

In the Agreement, the Company agreed to apply up to 20 % of the net proceeds of future primary equity securities offerings undertaken by the Company for capital-raising purposes to redeem or repurchase the Series B Stock at a redemption price per share of $ 10.00 until all such shares are redeemed and repurchased.

The obligation to repurchase or redeem the Series B Stock is subject to possible limitation based on legal or stock market listing standard considerations.

The Company previously disclosed that it was not in compliance with certain listing requirements of the Nasdaq Stock Market and that Nasdaq had granted it until October 6, 2025, to evidence compliance with the listing requirements or it may be delisted from Nasdaq.

On October 3, 2025, the Company announced that it believed that it had met the listing requirements.

On October 8, 2025, Nasdaq informed the Company that it had determined that the Company complies with Nasdaq Listing Rules relating to minimum stockholders' equity, independent director, and audit committee requirements with which it previously did not comply.

Nasdaq further noted that it will continue to monitor the Company's compliance with the minimum stockholders' equity and, if at the time of its next periodic report the Company does not comply, the Company may be subject to delisting.

On November 3, 2025, the Company and J.J.

Astor entered into an amendment and restatement of its Inventory Financing Agreement with J.J.

Astor (the "Restated Agreement").

Each advance under the Restated Agreement remains payable by the Company within 90

days at a rate of $ 1.0535 for each $1.00 advanced.

The term of the Restated Agreement is through November 3, 2026, unless mutually extended or earlier terminated by J.J.

Under the Restated Agreement, J.J.

Astor may elect from time to time to convert all or a portion of the amounts owed by the Company into shares of the Company's common stock, par value $ 0.0001 per share.

Astor can require the Company to register any such shares for public resale with the Securities & Exchange Commission.

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