What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-13 · 83 added, 78 removed, 243 unchanged (40% of the section changed)

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Unless the context otherwise requires, the terms “the Company,” “we,” “us,” and “our” in this Quarterly Report refer to Boxlight Corporation and its consolidated direct and indirect subsidiaries, and the term “Boxlight” refers to Boxlight Inc., a Washington corporation and a wholly owned subsidiary of Boxlight Corporation.

The terms “quarter” and “year to date” refer to our quarter ending March 31st.

The terms “quarter” and “year to date” refer to our quarter ending September 30th.

FORWARD LOOKING STATEMENTS

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• our ability to continue to operate as a going concern;

• our ability to regain compliance with the Nasdaq Capital Market continued listing requirements and maintain a listing of our Class A common stock on Nasdaq Capital Market;

• our ability to comply with certain covenants, as well as minimum liquidity and borrowing base requirements under our existing credit agreement, or in the alternative, to continue to obtain forbearances or waivers from the lender thereunder;

• our ability to pay the redemption price of our outstanding Series B Preferred Stock and Series C Preferred Stock in the event the holders thereof were to opt to cause the Company to redeem the Series B Preferred Stock or Series C Preferred Stock;

• our indebtedness, a substantial amount of which is bearing interest at a variable rate;

• our substantial indebtedness which matures December 31, 2025;

• our ability to comply with certain covenants, minimum liquidity and borrowing base requirements under our existing credit agreement, or in the alternative, to continue to obtain forbearances or waivers from the lender thereunder with respect to defaults thereunder, including existing defaults;

• our history of operating losses;

• our ability to raise additional capital;

• our ability to maintain compliance with the Nasdaq Capital Market continued listing requirements and maintain a listing of our Class A common stock on Nasdaq Capital Market;

• changes in the sales of our display products;

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• our reliance on highly skilled personnel;

• governance and management risks related to turnover in our executive ranks and board of directors;

• our ability to enter into and maintain strategic alliances with third parties;

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Operating expenses

We classify our operating expenses into two categories:

general and administrative and research and development.

We classify our operating expenses into three categories:

general and administrative, depreciation and amortization, and research and development.

General and administrative.

General and administrative expense consists of personnel related costs, which include salaries and stock-based compensation, as well as the costs of professional services, such as accounting and legal, facilities, information technology, depreciation and amortization and other administrative expenses.

General and administrative expense may fluctuate as a percentage of revenue, notably in the second and third quarters of our fiscal year when we have historically experienced our highest levels of revenue.

Depreciation and amortization.

Depreciation and amortization expense consists of depreciation of our property and equipment and amortization of our intangible assets.

Research and development.

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Other (expense) income, net

Other (expense) income, net primarily consists of interest expense associated with our debt financing arrangements, the effects of changes in the fair value of derivative liabilities and changes in the fair value of warrants.

Other (expense) income, net primarily consists of interest expense associated with our debt financing arrangements, certain impacts of changes in foreign exchange rates, and the effects of changes in the fair value of derivative liabilities and changes in the fair value of warrants.

Income tax expense

We are subject to income taxes in the jurisdictions in which we do business, including the United States, Canada United Kingdom, Mexico, Sweden, Finland, Holland, Australia, Denmark and Germany.

The United Kingdom, Mexico,

Sweden, Finland, Holland, Germany, Australia, Canada, and Denmark have a statutory tax rate different from that of the United States.

The United Kingdom, Mexico, Sweden, Finland, Holland, Germany, Australia, Canada, and Denmark have a statutory tax rate different from that of the United States.

Additionally, certain jurisdictions of the Company’s international earnings are also taxable in the United States.

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Operating Results – Boxlight Corporation

For the three-month periods ended June 30, 2025 and 2024

Total revenues for the three months ended June 30, 2025 were $30.9 million as compared to $38.5 million for the three months ended June 30, 2024, resulting in a 19.9% decrease .

For the three-month periods ended September 30, 2025 and 2024

Total revenues for the three months ended September 30, 2025 were $29.3 million as compared to $36.3 million for the three months ended September 30, 2024, resulting in a 19.2% decrease .

The decrease in revenues was due to lower sales volum e across all markets primarily resulting from lower global demand for interactive flat panel displays as well as competitive industry pricing .

On a sequential quarter basis, total revenues increased 37.6% from the three months ended March 31, 2025, which we believe is an encouraging sign.

On a sequential quarter basis, total revenues decreased 4.9% from the three months ended September 30, 2025.

Cost of Revenues.

Cost of revenues for the three months ended June 30, 2025 were $20.1 million as compared to $24.0 million for the three months ended June 30, 2024, resulting in a 16.4% decrease .

The decrease in cost of revenues was attributable to the decrease in units sold.

Cost of revenues for the three months ended September 30, 2025 were $20.8 million as compared to $24.0 million for the three months ended September 30, 2024, resulting in a 13.5% decrease .

The decrease in cost of revenues was attributable to the decrease in units sold, offset by an increase of $1.6 million in tariffs.

Gross Profit.

Gross profit for the three months ended June 30, 2025 was $10.8 million as compared to $14.5 million for the three months ended June 30, 2024, a decrease of 25.7% .

Gross profit margin was 35.0% for the three months ended June 30, 2025 and 37.7% for the three months ended June 30, 2024.

The decrease in gross profit margin is primarily related to the difference in product mix offset by increases in pricing pressure within the industry compared to the prior year quarter.

Gross profit for the three months ended September 30, 2025 was $8.5 million as compared to $12.3 million for the three months ended September 30, 2024, a decrease of 30.3% .

Gross profit margin was 29.1% for the three months ended September 30, 2025 and 33.8% for the three months ended September 30, 2024.

The decrease in gross profit margin is primarily related to changes in the product mix, increases in pricing pressure within the industry, and the impact of tariffs on the cost of our products compared to the prior year quarter.

General and Administrative Expenses.

General and administrative expenses for the three months ended June 30, 2025 were $13.6 million, representing 44.0% of revenue as compared to $12.3 million representing 32.0% of revenue for the three months ended June 30, 2024.

The increase in general and administrative expenses for the period ended June 30, 2025 was primarily due to increase in professional fees of $0.7 million, depreciation and amortization of $0.6 million and other costs of $1.1 million, partially offset by a decrease in employee-related expenses of $1.4 million.

General and administrative expenses for the three months ended September 30, 2025 were $8.7 million, representing 29.8% of revenue as compared to $10.0 million representing 27.6% of revenue for the three months ended September 30, 2024.

The decrease in general and administrative expenses for the period ended September 30, 2025 was primarily due to a decrease of $1.1 million in employee-related expenses, a decrease of $0.3 million in stock compensation, and a decrease of $0.1 million in travel expense, offset by an increase in professional fees of $0.2 million.

Depreciation and Amortization Expenses.

Depreciation and amortization expenses for the three months ended September 30, 2025 were $2.6 million, representing 9.0% of revenue as compared to $2.1 million representing 5.7% of revenue for the three months ended September 30, 2024.

The increase in depreciation and amortization expenses for the period ended September 30, 2025 was due to acceleration of amortization of intangible assets that will continue through the third quarter of 2026.

Research and Development Expenses.

Research and development expenses for the three months ended June 30, 2025 and 2024 were $1.1 million and $1.0 million , respectively and represented 3.7% and 2.6% of revenue, respectively.

Research and development expenses for the three months ended September 30, 2025 and 2024 were $1.1 million and $1.0 million , respectively and represented 3.8% and 2.8% of revenue, respectively.

Other Expense.

Other expense, net for the three months ended June 30, 2025 was $0.5 million as compared to $2.8 million for the three months ended June 30, 2024 , representing a decrease of $2.3 million .

Other expense consists primarily of interest expense on our term loan, foreign currency translation, and the change in fair value of common warrants compared to the prior year quarter, and the decrease in the current period relates primarily to the positive impacts of foreign currency translation.

Net loss was approximately $4.7 million and $1.5 million for the three months ended June 30, 2025 and 2024, respectively, and was a result of the changes noted above.

For the six-month periods ended June 30, 2025 and 2024

Total revenues for the six months ended June 30, 2025 were $53.3 million as compared to $75.6 million for the six months ended June 30, 2024, resulting in a 29.5% decrease.

Other expense, net for the three months ended September 30, 2025 was $2.5 million as compared to $2.2 million for the three months ended September 30, 2024 , representing an increase of $0.3 million .

Other expense consists primarily of interest expense on our term loan, foreign currency translation, and the change in fair value of common warrants and derivative liabilities compared to the prior year quarter, and the increase in the current period relates primarily to the increase in interest expense and the change in fair value of common warrants.

Net loss was approximately $6.2 million and $3.1 million for the three months ended September 30, 2025 and 2024, respectively, and was a result of the changes noted above.

For the nine-month periods ended September 30, 2025 and 2024

Total revenues for the nine months ended September 30, 2025 were $82.6 million as compared to $111.9 million for the nine months ended September 30, 2024, resulting in a 26.2% decrease.

The decrease in revenues was due to lower sales volum e across all markets primarily resulting from lower global demand for interactive flat panel displays as well as competitive industry pricing .

Cost of Revenues.

Cost of revenues for the six months ended June 30, 2025 were $34.4 million as compared to $48.3 million for the six months ended June 30, 2024, resulting in a 28.6% decrease.

The decrease in cost of revenues was attributable to the decrease in units sold.

Cost of revenues for the nine months ended September 30, 2025 were $55.2 million as compared to $72.3 million for the nine months ended September 30, 2024, resulting in a 23.6% decrease.

The decrease in cost of revenues was attributable to the decrease in units sold, offset by an additional $1.3 million in tariffs.

Gross Profit.

Gross profit for the six months ended June 30, 2025 was $18.8 million as compared to $27.3 million for the six months ended June 30, 2024, a decrease of 31.1%.

Gross profit margin was 35.4% for the six months ended June 30, 2025 and 36.2% for the six months ended June 30, 2024.

The decrease in gross profit margin is primarily related to the difference in product mix offset by increases in pricing pressure within the industry compared to the prior year quarter.

Gross profit for the nine months ended September 30, 2025 was $27.4 million as compared to $39.6 million for the nine months ended September 30, 2024, a decrease of 30.9%.

Gross profit margin was 33.1% for the nine months ended September 30, 2025 and 35.4% for the nine months ended September 30, 2024.

The decrease in gross profit margin is primarily related to the difference in product mix, increases in pricing pressure within the interactive flat panel display market , and the impact of tariffs incurred during a portion of the current period compared to the prior year period.

General and Administrative Expenses.

General and administrative expenses for the six months ended June 30, 2025 were $23.6 million, representing 44.3% of revenue as compared to $27.6 million representing 36.5% of revenue for the six months ended June 30, 2024.

The decrease in general and administrative expenses for the period ended June 30, 2025 was due to ongoing initiatives to reduce operating expenses across all cost groups, with the largest declines in employee-related expenses of $3.9 million, partially offset by higher depreciation and amortization expenses.

General and administrative expenses for the nine months ended September 30, 2025 were $27.3 million, representing 33.0% of revenue as compared to $33.5 million representing 29.9% of revenue for the nine months ended September 30, 2024.

The decrease in general and administrative expenses for the period ended September 30, 2025 was due to ongoing initiatives to reduce operating expenses across all cost groups, with the largest declines in employee-related expenses of $5.0 million and the second largest declines in sales and marketing expense of $1.2 million.

Depreciation and Amortization Expenses.

Depreciation and amortization expenses for the nine months ended September 30, 2025 were $7.7 million, representing 9.3% of revenue as compared to $6.2 million representing 5.5% of revenue for the nine months ended September 30, 2024.

Research and Development Expenses.

Research and development expenses for the six months ended June 30, 2025 and 2024 were $2.0 million and $2.2 million, respectively and represented 3.8% and 2.9% of revenue, respectively.

The decrease was due to management's ongoing initiatives to reduce operating expenses.

Research and development expenses for the nine months ended September 30, 2025 and 2024 were $3.2 million in both periods and represented 3.8% and 2.8% of revenue, respectively.

Other Expense.

Other expense, net for the six months ended June 30, 2025 was $1.0 million as compared to $5.4 million for the six months ended June 30, 2024 , representing a decrease of $4.4 million.

Other expense, net for the nine months ended September 30, 2025 was $3.5 million as compared to $7.6 million for the nine months ended September 30, 2024 , representing a decrease of $4.1 million.

Other expense consists primarily of interest expense on our term loan, foreign currency translation, and the c hange in fair value of common warrants compared to the prior year.

Net loss was approximately $8.0 million and $8.6 million for the six months ended June 30, 2025 and 2024, respectively, and was a result of the changes noted above.

The decrease in the current period was due to an increase in other income and positive changes in the fair value of common warrants.

Net loss was approximately $14.1 million and $11.6 million for the nine months ended September 30, 2025 and 2024, respectively, and was a result of the changes noted above.

Use of Non-GAAP financial measures

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EBITDA represents net loss before income tax expense, interest income, interest expense, depreciation and amortization.

Adjusted EBITDA represents EBITDA, plus stock compensation expense, the change in fair value of derivative liabilities, purchase accounting impact of fair valuing inventory and deferred revenue, loss on warrant issuance, change in fair value of warrants and severance charges.

change in fair value of warrants and severance charges.

Management uses EBITDA and Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of the Company’s business model, and to assess the strength of the underlying operations of our business.

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(in thousands) Three Months Ended

June 30, 2025 Three Months Ended

June 30, 2024 Six Months Ended

June 30, 2025 Six Months Ended

June 30, 2024

September 30, 2025 Three Months Ended

September 30, 2024 Nine Months Ended

September 30, 2025 Nine Months Ended

September 30, 2024

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

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Change in fair value of derivative liabilities 235 (6) 286 (202)

Purchase accounting impact of fair valuing inventory — — — 225

Loss on warrant issuance — — 578 —

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291 — (1,394) —

Purchase accounting impact of fair valuing inventory — 113 — 225

Purchase accounting impact of fair valuing deferred revenue 16 208 219 778

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Adjusted EBITDA $ (412) $ 2,195 $ 1,414 $ 6,026

Note that the Change in fair value of common warrants from the three months ended March 31, 2025 was revised to include the Loss on warrant issuance of $578 thousand recorded in that period, resulting in an Adjusted EBITDA for the three months ended March 31, 2025 of $553 thousand.

Discussion of Effect of Seasonality on Financial Condition

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Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of $7.6 million, a working capital balance of ($0.5) million, and a current ratio of 0.99.

As of June 30, 2024, we had $7.5 million of cash and cash equivalents, a working capital balance of $46.7 million, and a current ratio of 2.21.

For the six months ended June 30, 2025 and 2024, we had net cash used in operating activities of $3.1 million and $7.3 million, respectively.

Cash used in operating activities primarily relates to net loss for the six months ended June 30, 2025 as well as changes in working capital management.

We had net cash used in investing activities of $159 thousand and $411 thousand for the six months ended June 30, 2025 and 2024, respectively.

As of September 30, 2025, we had cash and cash equivalents of $11.8 million, a working capital balance of $1.5 million, and a current ratio of 1.02.

As of September 30, 2024, we had $10.5 million of cash and cash equivalents, a working capital balance of $45.8 million, and a current ratio of 2.10.

In addition, the Company had indebtedness of $36.7 million maturing on December 31, 2025.

For the nine months ended September 30, 2025 and 2024, we had net cash used in operating activities of $1.8 million and $2.1 million, respectively.

Cash used in operating activities primarily relates to net loss for the nine months ended September 30, 2025 as well as changes in working capital management.

We had net cash used in investing activities of $158 thousand and $279 thousand for the nine months ended September 30, 2025 and 2024, respectively.

Cash used in investing activities is related to purchases of property and equipment.

For the six months ended June 30, 2025 and 2024, we had net cash provided by and used in financing activities of $3.3 million and $1.4 million, respectively.

Cash provided by financing activities in 2025 is related to proceeds from short-term debt of $2.5 million and proceeds from issuance of common stock and warrants of $2.8 million, partially offset by the principal repayment of short-term debt of $2.0 million.

For the nine months ended September 30, 2025 and 2024, we had net cash provided by and used in financing activities of $5.7 million and $4.4 million, respectively.

Cash provided by financing activities in 2025 is related to proceeds from short-term debt of $2.5 million and proceeds from issuance of common stock and the exercise of warrants of $8.3 million, partially offset by principal payments of debt of

$5.1 million.

Cash used in financing activities in the 2024 period related to principal payments on debt of $7.4 million and payments of preferred dividends of $1.0 million, partially offset by $4.0 million proceeds from short-term debt.

Our liquidity needs are funded by operating cash flows and available cash.

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We expect to make future payments on existing leases from cash generated from operations.

We have limited credit available from our major vendors and are required to prepay a percentage of our

inventory purchases, which further constrains our cash liquidity.

We have limited credit available from our major vendors and are required to prepay a percentage of our inventory purchases, which further constrains our cash liquidity.

In addition, our industry is seasonal with many sales to educational customers occurring during the second and third quarters when schools make budget appropriations and classes are not in session limiting disruptions related to product installation.

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

To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of our Series B preferred stock are 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.

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

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

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

Given the uncertainty surrounding global supply chains, global markets, and general global uncertainty as a result of new U.S.

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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 Company was 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, was due and was paid in full on August 29, 2025, and is not subject to prepayment penalties.

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.

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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 April 30, 2025, May 31, 2025, June 30, 2025, July 31, 2025, and August 31, 2025.

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

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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.

As of October 31, 2025, the Company was in default of certain financial and non‑financial covenants under its credit facility with Whitehawk.

Moreover, the Company’s loan from Whitehawk matures on December 31, 2025, and the Company does not anticipate it will have the resources to pay the loan at that time.

The Company is actively engaged in discussions with Whitehawk to obtain an additional waiver and to amend the terms of the credit facility to address the existing defaults and provide additional flexibility under the loan agreement, including with respect to the upcoming maturity.

While there can be no assurance that a waiver or amendment will be obtained, management believes that ongoing negotiations with the lender will be successful.

Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past eighteen months, our current forecast projects that we may not be able to maintain compliance with this ratio.

On November 10, 2025, the Company made a principal payment of $1,000,000 on its outstanding loan balance.

The Company continues to comply with all other payment obligations under the facility.

Management continues to evaluate the potential impact of the existing covenant default on the Company’s liquidity and financial condition.

If the Company is unable to obtain a waiver or otherwise cure the default, the lender could exercise its rights and remedies under the loan agreement, which may include acceleration of the outstanding debt.

Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past twenty one months, our current forecast projects that we may not be able to maintain compliance with this ratio.

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.

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Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control.

We have a good working relationship with our current banking partner, however, there can be no assurance that we will be successful in refinancing our debt, or on terms acceptable to us.

We have a good working relationship with our current lending partner, however, there can be no assurance that we will be successful in refinancing our debt, or on terms acceptable to us.

Because our Class A common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing.

On April 7, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it did not satisfy the continued listing requirements under Nasdaq Listing Rule 5550(b) for the Nasdaq Capital Market.

Rule 5550(b) requires that a listed company must satisfy one of the following three standards:

(1) stockholders’ equity of at least $2.5 million;

(2) market value of listed securities of at least $35 million;

or (3) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.

In its Annual Report on Form 10-K for the year ended December 31, 2024, the Company reported (i) stockholders’ equity of ($12,896,000) at December 31, 2024, and (ii) net losses of ($28,335,000) and ($39,156,000) for the years ended December 31, 2024, and 2023, respectively.

In addition, based on the consolidated closing bid price of the Company’s Class A Common Stock on the Nasdaq Capital Market on April 4, 2025 of $1.27, the market value of the Company’s listed securities was $2,830,180 as of such date.

The Notice has no immediate effect on the Company’s listing on the Nasdaq Capital Market.

In accordance with Nasdaq rules, the Company has 45 calendar days from the date of the notification to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b).

On April 7, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it did not satisfy certain continued listing requirements for the Nasdaq Capital Market.

The Company submitted a compliance plan within 45 days of the date of the notification with available options to resolve the deficiency and regain compliance.

The Company’s compliance plan was accepted on June 20, 2025, and the Company was granted until October 6, 2025, to evidence compliance.

There can be no assurance that the Company will be able to obtain compliance with Rule 5550(b) within the prescribed timeframe.

If the Company’s Class A Common Stock is delisted from the Nasdaq Capital Market, it could have a material adverse effect on the market price and liquidity of the Class A Common Stock and could materially impair the Company’s ability to raise equity capital.

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.

Following a 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, 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.

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We base our assumptions, estimates and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our condensed consolidated financial statements are prepared.

On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP.

On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and

in accordance with GAAP.

However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

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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 2. Management’s Discussion and Analysis