Boxlight Corp 10-Q

Item 1. Financial Statements Boxlight Corporation Condensed Consolidated Statements of Operations and Comprehensive Loss For the three and nine months ended September 30, 2025 and 2024 (Unaudited) (in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues, net $ 29,337 $ 36,289 $ 82,612 $ 111,897 Cost of revenues 20,802 24,037 55,244 72,302 Gross profit 8,535 12,252 27,368 39,595 Operating expense: 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 Loss from operations ( 3,944 ) ( 859 ) ( 10,764 ) ( 3,242 ) Other (expense) income: Interest expense, net ( 2,753 ) ( 2,550 ) ( 7,811 ) ( 7,723 ) Other income (expense), net 778 330 3,762 ( 98 ) Loss on warrant issuance — — ( 578 ) — Change in fair value of derivative liabilities ( 235 ) 6 ( 286 ) 202 Change in fair value of common warrants ( 291 ) — 1,394 — Total other expense ( 2,501 ) ( 2,214 ) ( 3,519 ) ( 7,619 ) Loss before income taxes ( 6,445 ) ( 3,073 ) ( 14,283 ) ( 10,861 ) Income tax benefit (expense) 261 12 137 ( 767 ) Net loss ( 6,184 ) ( 3,061 ) ( 14,146 ) ( 11,628 ) 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 ) Comprehensive loss: Net loss $ ( 6,184 ) $ ( 3,061 ) $ ( 14,146 ) $ ( 11,628 ) Other comprehensive income (loss): Foreign currency translation adjustment 134 2,270 856 1,412 Total comprehensive loss $ ( 6,050 ) $ ( 791 ) $ ( 13,290 ) $ ( 10,216 ) Net loss per share of Class A common stock – basic and diluted $ ( 1.88 ) $ ( 1.72 ) $ ( 4.87 ) $ ( 6.43 ) Weighted average number of shares of Class A common stock outstanding – basic and diluted 3,460 1,965 3,097 1,955 See accompanying notes to unaudited condensed consolidated financial statements. 3 Table of Contents Boxlight Corporation Condensed Consolidated Balance Sheets As of September 30, 2025 and December 31, 2024 (in thousands, except share amounts) September 30, 2025 December 31, 2024 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 11,812 $ 8,007 Accounts receivable – trade, net of allowances for credit losses of $ 1,041 and $ 394 19,680 18,325 Inventories, net of reserves 26,066 43,265 Prepaid expenses and other current assets 12,372 8,785 Total current assets 69,930 78,382 Property and equipment, net of accumulated depreciation 1,940 2,134 Operating lease right of use asset 7,389 8,055 Intangible assets, net of accumulated amortization 19,577 25,944 Other assets 754 790 Total assets $ 99,590 $ 115,305 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable and accrued expenses $ 15,681 $ 24,176 Short-term debt 36,694 37,148 Operating lease liabilities, current 1,811 2,018 Deferred revenues, current 9,346 9,015 Derivative liabilities 286 1 Other short-term liabilities 4,589 4,682 Total current liabilities 68,407 77,040 Deferred revenues, non-current 15,130 15,158 Deferred tax liabilities, net 877 901 Operating lease liabilities, non-current 5,975 6,428 Other long-term liabilities 155 165 Total liabilities 90,544 99,692 Commitments and contingencies (Note 14) Mezzanine equity: Preferred Series B, 1,586,620 shares issued and outstanding 16,146 16,146 Preferred Series C, 1,320,850 shares issued and outstanding 12,363 12,363 Total mezzanine equity 28,509 28,509 Stockholders’ deficit: Preferred stock, $ 0.0001 par value, 50,000,000 shares authorized; 167,972 shares issued and outstanding — — 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 — — Additional paid-in capital 126,210 119,487 Accumulated deficit ( 146,756 ) ( 132,610 ) Accumulated other comprehensive income 1,083 227 Total stockholders’ deficit ( 19,463 ) ( 12,896 ) Total liabilities and stockholders’ (deficit) equity $ 99,590 $ 115,305 See accompanying notes to unaudited condensed consolidated financial statements. 4 Table of Contents Boxlight Corporation Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity For the three months ended September 30, 2025 (Unaudited) (in thousands, except share amounts) Series A Preferred Stock Class A Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Shares Amount Shares Amount 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: 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 Fixed dividends Preferred Series B — — — — ( 317 ) — — ( 317 ) Net loss — — — — — — ( 6,184 ) ( 6,184 ) 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. 5 Table of Contents Boxlight Corporation Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity For the nine months ended September 30, 2025 (Unaudited) (in thousands, except share amounts) Series A Preferred Stock Class A Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Shares Amount Shares Amount Balance as of December 31, 2024 167,972 $ — 1,970,615 $ — $ 119,487 $ 227 $ ( 132,610 ) ( 12,896 ) Adjustment to beginning balance — — ( 2,199 ) — — — — — Shares issued for: Prefunded warrants exercised — — 1,063,000 — — — — — Common warrants exercised — — 882,000 — 1,879 — — 1,879 Vesting of restricted share units — — 5,537 — ( 3 ) — — ( 3 ) Reverse stock split fractional adjustment — — 33 — — — — — 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 Fixed dividends Preferred Series B — — — — ( 951 ) — — ( 951 ) Net loss — — — — — — ( 14,146 ) ( 14,146 ) 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. 6 Table of Contents Boxlight Corporation Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity For the three months ended September 30, 2024 (Unaudited) (in thousands, except share amounts) Series A Preferred Stock Class A Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Shares Amount Shares Amount Balance as of June 30, 2024 167,972 $ — 1,963,575 $ 1 $ 119,882 $ 443 $ ( 112,842 ) $ 7,484 Shares issued for: Vesting of restricted share units — — 4,888 — — — — — Stock compensation — — — — 166 — — 166 Foreign currency translation — — — — — 2,270 — 2,270 Fixed dividends Preferred Series B — — — — ( 317 ) — — ( 317 ) Net loss — — — — — — ( 3,061 ) ( 3,061 ) 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. 7 Table of Contents Boxlight Corporation Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity For the nine months ended September 30, 2024 (Unaudited) (in thousands, except share amounts) Series A Preferred Stock Class A Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Shares Amount Shares Amount Balance as of December 31, 2023 167,972 $ — 1,940,899 $ 1 $ 119,724 $ 1,301 $ ( 104,275 ) $ 16,751 Shares issued for: Vesting of restricted share units — — 27,564 — — — — — Stock compensation — — — — 959 — — 959 Foreign currency translation — — — — — 1,412 — 1,412 Fixed dividends Preferred Series B — — — — ( 952 ) — — ( 952 ) Net loss — — — — — — ( 11,628 ) ( 11,628 ) 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. 8 Table of Contents Boxlight Corporation Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2025 and 2024 (Unaudited) (in thousands) Nine Months Ended September 30, 2025 September 30, 2024 Cash flows from operating activities: Net loss $ ( 14,146 ) $ ( 11,628 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt premium, discount and issuance cost 1,950 1,806 Provision for credit losses ( 160 ) 168 Paid-in-kind accrual on short-term debt 150 240 Changes in deferred tax assets and liabilities ( 24 ) ( 324 ) Change in allowance for sales returns and volume rebates ( 1,373 ) ( 2,371 ) Change in fair value of common warrants ( 1,394 ) — Change in inventory reserve ( 1,034 ) 110 Change in fair value of derivative liabilities 286 ( 202 ) Stock compensation expense 459 1,233 Depreciation and amortization 7,681 6,187 Loss on warrant issuance 578 — Change in right of use assets and lease liabilities ( 329 ) 330 Changes in operating assets and liabilities: Accounts receivable – trade ( 651 ) 6,336 Inventories 19,712 2,763 Prepaid expenses and other current assets ( 3,510 ) ( 986 ) Other assets 47 ( 531 ) Accounts payable and accrued expenses ( 9,522 ) ( 7,240 ) Other short-term liabilities 118 — Other liabilities 155 2,076 Deferred revenues ( 801 ) ( 56 ) Net cash used in operating activities ( 1,808 ) ( 2,089 ) Cash flows from investing activities: Purchases of property and equipment ( 158 ) ( 279 ) Net cash used in investing activities ( 158 ) ( 279 ) Cash flows from financing activities: Proceeds from short-term debt 2,500 4,000 Principal payments on short-term debt ( 2,666 ) ( 3,509 ) Principal payments on long term debt ( 2,387 ) ( 3,915 ) Payments of fixed dividends to Series B Preferred stockholders — ( 952 ) Proceeds from issuance of common stock and pre-funded warrants 8,288 — Net cash provided by (used in) financing activities 5,735 ( 4,376 ) Effect of foreign currency exchange rates 36 ( 16 ) Net increase (decrease) in cash and cash equivalents 3,805 ( 6,760 ) Cash and cash equivalents, beginning of the period 8,007 17,253 Cash and cash equivalents, end of the period $ 11,812 $ 10,493 Supplemental cash flow disclosures: Cash paid for income taxes $ 746 $ 2,542 Cash paid for interest $ 5,130 $ 5,452 Non-cash investing and financing transactions: Addition of operating lease liabilities $ — $ 585 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. 9 Table of Contents Boxlight Corporation Notes to the Unaudited Condensed Consolidated Financial Statements NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Boxlight Corporation, a Nevada Corporation (“Boxlight”), designs, produces and distributes interactive technology solutions for the education, corporate and government markets under its Clevertouch and Mimio brands. Boxlight’s solutions include interactive displays, audio and other accessory products, software, and professional services. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying unaudited condensed consolidated financial statements include the accounts of Boxlight and its direct and indirect wholly owned subsidiaries (collectively, the “Company,” "we," "us," and "our"). All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited condensed consolidated financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete condensed consolidated financial statements. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2024 and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). Certain information and note disclosures normally included in consolidated financial statements have been condensed. The December 31, 2024 balance sheet included herein was derived from the Company’s audited consolidated financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements. ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Note 1 in the Notes to the Consolidated Financial Statements for 2024 contained in the 2024 Annual Report filed with the SEC on March 28, 2025, describes the significant accounting policies that the Company used in preparing its condensed consolidated financial statements. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to reserves for inventory obsolescence; the recoverability of deferred tax assets; the fair value and recoverability of intangible assets; the fair value of warrants, the relative stand-alone selling prices of goods and services; variable consideration; and long-term incentive plans. The Company bases estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from these estimates under different assumptions or conditions. REVERSE STOCK SPLIT In order to regain compliance with NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule"), on February 14, 2025, the Company effected a reverse stock split of the Company’s Class A common stock whereby each five shares of the Company’s authorized and outstanding Class A common stock was converted into one share of Class A common stock. The par value of the Class A common stock was not adjusted. Following the reverse split, the authorized shares for Class A common stock was adjusted to 3,750,000 , the authorized shares for Class B common stock remained at 50,000,000 shares, and the authorized shares of preferred stock remained unchanged at 50,000,000 shares. All shares of Class A common stock and per share amounts for all periods presented in the condensed consolidated financial statements and the notes to the condensed consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in aggregate par value of Class A common stock to additional 10 Table of Contents paid-in capital on the condensed consolidated balance sheets of approximately $ 1 thousand. The quantity of Class A common stock equivalents and the conversion and exercise ratios were adjusted for the effect of the reverse stock split for warrants, stock-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 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. GOING CONCERN The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. 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. 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, May 31, 2025, June 30, 2025, July 31, 2025, August 31, 2025, and September 30, 2025. 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, 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 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 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. On August 13, 2025, the Company entered into a forbearance agreement and ninth amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Ninth Amendment”) to waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Ninth Amendment) for the period ended June 30, 2025, (2) the Borrowing Base defaults described in the Ninth Amendment for the months ended April 30, 2024, May 31, 2025, June 30, 2025, and July 31, 2025, and (3) the failure to comply with the Recapitalization Requirement. Pursuant to the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $ 0.7 million to $ 1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 2025. The Company'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 future and cure or obtain waivers of current noncompliance. 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. 11 Table of Contents 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 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. While the Company has currently engaged financial advisors and is actively working to refinance its existing debt, it does not have written or executed agreements as of the issuance of these financial statements. The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. We believe we have a good working relationship with our current Lender. However, there can be no assurance that the Company will be successful in refinancing its debt, on a timely basis, or on terms acceptable to the Company, or at all. As a result of the aforementioned factors, cash and cash equivalents, along with anticipated cash flows from operations, may not provide sufficient liquidity for our working capital needs, debt service requirements or to maintain minimum liquidity requirements under our Credit Agreement. These financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS During the fourth quarter of 2024, the Company determined that the prior year financial statements contained immaterial errors related to the classification of its rebate liability and sales return reserve. Specifically, the Company notes that the rebate liability should be recorded as a reduction to revenue with an offset to other current liabilities in the Company’s condensed consolidated balance sheets. In addition, the Company notes that the offset to its sales return reserve balance should have been recorded as a refund liability included in other current liabilities in the Company’s condensed consolidated balance sheets. As a result, certain prior year amounts have been revised for consistency with the current presentation. The Company has evaluated these corrections in accordance with Accounting Standards Codification ("ASC") Topic 250, Accounting Changes and Error Corrections, Financial Accounting Standards Board (“FASB”) Concepts Statement No. 2, Qualitative Characteristics of Accounting Information, and SAB No. 99- Materiality, and determined it was not necessary to amend its previously issued fiscal year 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. 12 Table of Contents A summary of immaterial corrections to the Company’s previously issued condensed consolidated balance sheet are as follows (in thousands): September 30, 2024 As reported Adjustments As revised Accounts receivable – trade, net of allowances 25,387 1,310 $ 26,697 Prepaid expenses and other current assets 9,157 236 $ 9,393 Total assets 141,395 1,546 $ 142,941 Accounts payable and accrued expenses 26,050 ( 551 ) $ 25,499 Other short-term liabilities 2,003 1,838 $ 3,841 Total current liabilities 41,533 1,287 $ 42,820 Total liabilities 106,348 1,287 $ 107,635 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): September 30, 2024 As reported Adjustments As revised Change in allowance for sales returns and volume rebate ( 1,820 ) ( 551 ) ( 2,371 ) Prepaid expenses and other current assets ( 1,009 ) 23 ( 986 ) Accounts payable and accrued expenses ( 7,791 ) 551 ( 7,240 ) Other liabilities 2,099 ( 23 ) 2,076 FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, accounts receivable and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. The Company has determined that the estimated fair value of debt is approximately $ 34.3 million while the carrying value, excluding premiums, discounts, and issuance costs, is approximately $ 35.2 million. The fair value of debt was estimated using market rates the Company believes would be available for similar types of financial instruments and represents a Level 2 measurement. Derivative liabilities are recorded at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: • Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. • Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). 13 Table of Contents Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. As of June 30, 2025, the Company classified newly issued warrants to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock (the “2025 Common Warrants”) as a liability due to the Company having insufficient authorized shares at June 30, 2025 to share-settle the 2025 Common Warrants, which were otherwise determined to be equity classified. The Company also reclassified 32,308 vested stock options from equity classification to liability classification as a result of the Company having insufficient authorized shares of Class A common stock available pursuant to the Company’s articles of incorporation at June 30, 2025 to settle the share-based payment arrangements when the awards are exercised. On August 8, 2025, at the Company's annual meeting of shareholders, the Company's shareholders approved and amendment of the Company's articles of incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000 . 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 Identical Assets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value as of September 30, 2025 Long-term incentive plan — — $ 117 $ 117 December 31, 2024 Markets for Identical Assets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value as of December 31, 2024 Derivative liabilities - warrant instruments — — $ 1 $ 1 Long-term incentive plan — — $ 358 $ 358 14 Table of Contents The following tables reconcile the beginning and ending balances of the warrant instruments and long-term incentive plan within Level 3 of the fair value hierarchy, respectively: Derivative Liabilities (in thousands) Long-term incentive plan (in thousands) Common warrants (in thousands) 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) Balance, December 31, 2024 $ 1 $ 358 $ — Common warrants issuance on February 21, 2025 — — 3,396 Amount paid in period — ( 461 ) — Change in fair value 286 220 ( 1,394 ) Reclass to equity — — ( 2,002 ) Balance, September 30, 2025 $ 287 $ 117 $ — (in thousands) (in thousands) (in thousands) Balance, June 30, 2024 $ 9 $ — $ — Change in fair value ( 6 ) 274 — Balance, September 30, 2024 $ 3 $ 274 $ — (in thousands) (in thousands) (in thousands) Balance, December 31, 2023 $ 205 $ — $ — Change in fair value ( 202 ) 274 — 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. LOSS PER SHARE OF COMMON STOCK Basic net loss per share is computed by dividing net loss attributable to Class A common stockholders by the weighted-average number of shares of Class A common stock outstanding during the period. For purposes of this calculation, options to purchase Class A common stock, restricted stock units subject to vesting, and pre-funded warrants to purchase Class A common stock were considered to be Class A common stock equivalents. Diluted net loss per share of Class A common stock is determined using the weighted-average number of shares of Class A common stock outstanding during the period, adjusted for the dilutive effect of Class A common stock equivalents. The dilutive effect of convertible instruments is determined using the if-converted method, presuming share settlement. Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of Class A common stock are included in the denominator of the diluted calculation for the entire period being presented. 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 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 15 Table of Contents 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 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. REVENUE RECOGNITION The Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Company has a present right to payment and the title, and the significant risks and rewards of ownership of the products or services, have been transferred to its customers. Product revenue is derived from the sale of interactive devices and related software and accessories to distributors, resellers and end users. Service revenue is derived from hardware maintenance services, product installation, training, software maintenance and subscription services. Nature of Products and Services and Related Contractual Provisions The Company’s sales of interactive devices, including panels, whiteboards, and other interactive devices generally include hardware maintenance services, a license to use software, and the provision of related software maintenance. We also distribute science, technology, engineering, and math (or “STEM”) products, including a robotics and coding system, 3D printing solution and portable science lab. In most cases, interactive devices are sold with hardware maintenance services with terms of approximately 30 - 60 months. Software maintenance includes technical support, product updates performed on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms of approximately 60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to online content and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications. The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers and, therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For many of the Company’s software product sales, control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device in advance of shipping. For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license, at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer. The Company excludes all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing transaction from revenue (for example, sales and use taxes). In essence, the Company is reporting these amounts collected on behalf of the applicable government agency on a net basis as though they are acting as an agent. The taxes collected and not yet remitted to the governmental agency are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Significant Judgments For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). 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 16 Table of Contents 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. 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. The Company believes that the application of the portfolio approach produces the same result as if they were applied at the contract level. Contract Balances The timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result in receivables, contract assets, or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. Fees for the Company’s product and most service contracts are fixed, except as adjusted for rebate programs when applicable, and are generally due within 30 - 60 days of contract execution. Fees for installation, training and professional development services are fixed and generally become due as the services are performed. The Company has an established history of collecting under the terms of its contracts without providing refunds or concessions to its customers. The Company’s contractual payment terms do not vary when products are bundled with services that are provided over multiple years. In these contracts where services are expected to be transferred on an ongoing basis for several years after the related payment, the Company has determined that the contracts generally do not include a significant financing component. The upfront invoicing terms are designed (1) to provide customers with a predictable way to purchase products and services where the payment is due in the same timeframe as when the products, which constitute the predominant portion of the contractual value, are transferred, and (2) to ensure that the customer continues to use the related services; so that the customer can receive the optimal benefit from the products during the course of such product’s lifetime. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year. The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying condensed consolidated balance sheets in accordance with Topic 606. 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 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 The Company’s otherwise fixed consideration may vary when refunds or credits are provided for sales returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions. The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts. However, the Company, on a case-by-case basis, will grant exceptions, mostly for “buyer’s remorse” where the distributor or reseller’s end customer either did not understand what they were ordering or otherwise determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. The Company provides rebates to certain customers based on the achievement of certain sales targets. The provision for rebates is estimated based on customers’ contracted rebate programs and our historical experience of rebates paid. The Company includes variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant reversal. These estimates are generally made using the most likely method based on historical experience and are measured at each reporting date. 17 Table of Contents 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 A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting within the contract. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies performance obligations at contract inception so that it can monitor and account for the obligations over the life of the contract. 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 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). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year. Disaggregated Revenue The Company disaggregates revenue based upon the nature of its products and services and the timing and in the manner which it is transferred to the customer. Although all products are transferred to the customer at a point in time, hardware and some software which comes pre-installed on an interactive device is transferred at the point of shipment, while some software is transferred to the customer at the time the hardware is received by the customer or when software product keys are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred over three to five years from the contract execution date as measured based upon the passage of time. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) (in thousands) 2025 2024 2025 2024 Product revenue $ 27,364 $ 33,948 $ 76,860 $ 104,065 Service revenue 1,973 2,341 5,752 7,832 Total revenues, net $ 29,337 $ 36,289 $ 82,612 $ 111,897 Contract Costs The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g., a sales commission). The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all the following criteria: • The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify; • The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and • The costs are expected to be recovered. 18 Table of Contents Certain sales commissions incurred by the Company are determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. 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 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. SEGMENT REPORTING ASC 280,  Segment Reporting , establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer. The Company’s operations are organized, managed and classified into three reportable segments – Europe, Middle East, and Africa ("EMEA"), North and Central America (the “Americas”) and all other geographic regions (“Rest of World”). Our EMEA segment consists of the operations of Sahara Holding Limited and its subsidiaries (the “Sahara Entities”). Our Americas segment consists primarily of the operations of Boxlight, Inc. and its subsidiaries, and the Rest of World segment consists primarily of the operations of Boxlight Australia , PTY LTD (" Boxlight Australia ”) . Each of our operating segments are primarily engaged in the sale of education technology products and services in the education market but which are also sold into the health, government and corporate sectors and derive a majority of their revenues from the sale of flat-panel displays, audio and other hardware accessory products, software solutions and professional services. Generally, our displays produce higher net operating revenues but lower gross profit margins than our accessory solutions and professional services. The Americas operating segment includes salaries and overhead for corporate functions that are not allocated to the Company’s individual reporting segments. Transfers between segments are generally valued at market and are eliminated in consolidation. The CODM evaluates the performance of each segment based on revenues, gross profit, and operating income, with operating income being the primary GAAP measure. Gross margin can influence key decisions as margins can be indicative of the level of saturation in the market with existing products or can be indicative of changes in manufacturing or shipping costs. If trends are sustained, the CODM may seek to adjust operations to more favorable markets or may evaluate whether the Company should introduce new products in a given area. Operating income provides the CODM with an overview of the profitability of a given segment and whether resources should be allocated or removed to ensure sustained profitability for both the segment and the consolidated entity. Since the Company’s operating segments are organized by geography, this structure allows the CODM to be responsive to needs of customers and can execute strategic plans and initiatives accordingly. RESEARCH AND DEVELOPMENT EXPENSES Research and development costs are expensed as incurred and consist primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications. ACCOUNTING STANDARDS PENDING ADOPTION In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. This change will apply on a prospective basis to annual financial 19 Table of Contents statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. The Company is currently evaluating the impact of this ASU on its financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement-reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40) , which improves the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). This change is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. The Company is currently evaluating the impact of this ASU on its financial statements. In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments , to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt-Debt with Conversion and Other Options. This change is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU on its financial statements. In January 2025, the FASB ASU 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The Board issued this Update to clarify the effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The change is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements. NOTE 2 – ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands): 2025 2024 Accounts receivable – trade $ 20,721 $ 18,719 Allowance for credit losses ( 1,041 ) ( 394 ) Accounts receivable - trade, net of allowances $ 19,680 $ 18,325 NOTE 3 – INVENTORIES Inventories consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands): 2025 2024 Finished goods $ 27,383 $ 45,352 Spare parts 914 1,065 Reserve for inventory obsolescence ( 2,231 ) ( 3,152 ) Inventories, net $ 26,066 $ 43,265 20 Table of Contents NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at September 30, 2025 and December 31, 2024 (in thousands): 2025 2024 Prepayments to vendors $ 4,372 $ 2,212 Prepaid licenses and other 8,000 6,573 Prepaid expenses and other current assets $ 12,372 $ 8,785 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 September 30, 2025 and December 31, 2024 (in thousands): Useful lives 2025 2024 INTANGIBLE ASSETS Patents 4 - 10 years $ 100 $ 100 Customer relationships 8 - 15 years 50,929 48,036 Technology 3 - 5 years 8,611 8,371 Non-compete 3 years 391 391 Tradenames 2 - 10 years 12,653 12,253 Intangible assets, at cost 72,684 69,151 Accumulated amortization ( 53,107 ) ( 43,207 ) Intangible assets, net of accumulated amortization $ 19,577 $ 25,944 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 The Company has entered into various operating leases for certain offices, support locations and vehicles with terms extending through December 2038. Generally, these leases have initial lease terms of five years or less. 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 $ 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. 21 Table of Contents Future maturities of the Company's operating lease liabilities are summarized as follows (in thousands): Fiscal year ended, (in thousands) 2025 $ 970 2026 1,949 2027 1,287 2028 919 2029 886 Thereafter 6,247 Total lease liabilities 12,258 Less: Imputed interest ( 4,472 ) Present value of lease liabilities $ 7,786 The following is supplemental lease information as of September 30, 2025 and December 31, 2024: 2025 2024 Weighted-average remaining lease term (years) 9.8 9.6 Weighted-average discount rate 9.6 % 10.1 % NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands): 2025 2024 Accounts payable $ 10,453 $ 20,703 Accrued expenses and other 5,170 3,164 Other 58 309 Accounts payable and accrued expenses $ 15,681 $ 24,176 NOTE 8 – DEBT The following is a summary of the Company’s debt as of September 30, 2025 and December 31, 2024 (in thousands): 2025 2024 Debt – Third Parties Paycheck Protection Program $ — $ 16 Note payable - Whitehawk 35,243 37,630 Total debt 35,243 37,646 Net (prepayment premium), discount and issuance costs ( 1,451 ) 498 Current portion of debt 36,694 37,148 Total debt (net of premium, discount and issuance costs) $ 36,694 $ 37,148 Debt - Third Parties: Whitehawk Finance LLC 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 22 Table of Contents 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. Covenant Compliance and Liquidity Considerations The Company's Credit Agreement, as amended to date, requires compliance with certain monthly covenants, which include provisions regarding over advance limitations based upon a borrowing base. In the second quarter of 2023, as part of obtaining an appropriate waiver, the Company agreed to engage a financial advisor and to use commercial reasonable efforts to refinance the Credit Agreement with an alternative lender and repay the Credit Facility by September 30, 2023, or as soon thereafter as practical. The waiver did not amend the maturity date of the Credit Agreement. Upon repayment, the Company will be subject to a prepayment premium that is higher than the prepayment premium included in the original Credit Agreement, as defined in the waiver. The Company has either implemented or initiated appropriate plans regarding refinancing procedures that are within management’s control to comply with the waiver requirements. The financial statements do not include any adjustments that might result from the outcome of the Company’s ability to refinance and repay the credit facility. In February 2024, the Company paid $ 1.7 million, inclusive of a $ 0.1 million pre-payment penalty, to Whitehawk to maintain compliance with the borrowing base covenant calculation as of January 31, 2024. After the payment the Company was in compliance with the borrowing base covenant. The Company was not in compliance with its financial covenant related to the borrowing base under the Credit Agreement at December 31, 2023. The non-compliance was cured by a waiver applied in accordance with the Fifth Amendment to the Credit Agreement dated March 14, 2024 which waived any Event of Default that may have arisen directly as a result of the financial covenant default at December 31, 2023 and in the interim two-month period ended February 29, 2024. The Fifth Amendment also amended and restated the Senior Leverage Ratio and Minimum Liquidity requirements. Under the Fifth Amendment, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00 , at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75 . On April 19, 2024, the Company entered into a sixth amendment to the Credit Agreement w ith the Collateral Agent and Lender (the “Sixth Amendment”). The Sixth Amendment provided the Company with an additional $ 2 million working capital bridge loan in April 2024, and an additional $ 3 million working capital bridge loan in June 2024, of which $ 2 million was advanced to the Company. The Company was required to pay a fee equal to 6 % of the aggregate amount of borrowings under the Sixth Amendment (i.e. $ 4.0 million). Both working capital bridge loans, including the related fee were paid in full by November 2024, and were not subject to prepayment penalties. On August 12, 2024, the Company entered into a seventh amendment to the Credit Agreement with the Collateral Agent and Lender (the “Seventh Amendment”) to (i) reduce the intellectual property sublimit under the borrowing base from $ 15.0 million to $ 11.2 million, and (ii) waive the event of default that may have arisen directly as a result of the Financial Covenant Default (as defined in the Seventh Amendment) at June 30, 2024. On November 14, 2024, the Company obtained a waiver for the Credit Agreement from the Collateral Agent and Lender (the “November 2024 Waiver”) to waive any events of default that may have arisen directly as a result of (i) the Financial Covenant Default (as defined in the November 2024 Waiver) at September 30, 2024 and (ii) the Borrowing Base Default (as defined in the November 2024 Waiver) for the month ended October 31, 2024. In conjunction with obtaining the waiver, the Company paid down approximately $ 1.1 million under the Credit Agreement, inclusive of $ 60 thousand of prepayment penalties. The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2024. 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 23 Table of Contents 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, 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: • 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 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 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. The Company also was not in compliance with its financial covenant related to the borrowing base under the Credit Agreement at March 31, 2025. However, the non-compliance was cured by the payment of approximately $ 1.3 million under the Credit Agreement in April and May 2025. The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at 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. In connection with the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $ 0.7 million to $ 1.0 million and to change its interest payments from being due quarterly to being due monthly beginning in August 2025. Issuance Cost and Warrants In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 13,205 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to its existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 51,083 shares of Class A common stock (subject to increase to the extent that 3 % of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $ 80.00 per share (the “Warrant”), which Warrant was subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to September 30, 2022, in the event the Company’s stock is then trading below $ 80.00 per share, (iii) a 3 % fee of $ 1,800,000 , and (iv) a $ 500,000 original issue discount. In addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant. The Company also incurred agency fees, legal fees, and other costs in connection with the execution of the Credit Agreement totaling approximately $ 1.7 million. Under the terms of the warrant issued to Whitehawk on December 31, 2021, the exercise price of the warrants would reprice if the stock price on March 31, 2022 was less than the original exercise price, at which time the number of warrants would also be increased proportionately, so that after such adjustment the aggregate exercise price payable for the increased number of warrant shares would be the same as the aggregate exercise price previously in effect. The warrants repriced on March 31, 2022 to $ 47.60 per share and the shares increased to 85,853 . On July 22, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited institutional investor. According to the terms of the Credit Agreement, as amended, the Purchase Agreement triggered a reduction of the exercise price of the warrants and a revaluation of the derivative liability. The Whitehawk warrants were repriced to $ 44.00 , and shares increased to 92,877 . 24 Table of Contents On February 19, 2025, the Company entered into a Securities Purchase Agreement with certain institutional accredited investors. According to the terms of the Credit Agreement, as amended, the Purchase Agreement triggered a reduction of the exercise price of the Whitehawk warrants and a revaluation of the derivative liability. 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 The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. Conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future. Such warrants are measured at fair value at each reporting date, and the changes in fair value are included in determining net income (loss) for the period. The Company used a Model Monte Carlo Simulation model to determine the fair value of the derivative liabilities. September 30, 2025 Common stock issuable upon exercise of warrants 270,463 Market value of common stock on measurement date $ 2.41 Exercise price $ 15.11 Risk free interest rate (1) 3.56 % Expected life in years 1.25 years Expected volatility (2) 172.0 % Expected dividend yields (3) — % December 31, 2024 Common stock issuable upon exercise of warrants 92,877 Market value of common stock on measurement date $ 1.90 Exercise price $ 44.00 Risk free interest rate (1) 4.17 % Expected life in years 2 years Expected volatility (2) 80.0 % 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. 25 Table of Contents NOTE 10 – INCOME TAXES Pretax (loss) income resulting from domestic and foreign operations is as follows (in thousands): Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 United States $ ( 4,902 ) $ ( 4,681 ) $ ( 12,997 ) $ ( 11,748 ) Foreign ( 1,543 ) 1,608 ( 1,286 ) 887 Total pretax book loss $ ( 6,445 ) $ ( 3,073 ) $ ( 14,283 ) $ ( 10,861 ) 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. The increase in tax expense year-over-year is largely due to an increase in foreign-sourced book income. The Company operates in the United States, United Kingdom, and other jurisdictions. Income taxes have been provided based upon the tax laws and rates of the countries in which operations are conducted and income is earned. The legacy Boxlight entities are in a net deferred tax asset position in the United States and other jurisdictions, primarily driven by the aforementioned net operating losses. The recoverability of these deferred tax assets depends on the Company’s ability to generate taxable income in the jurisdiction to which the carryforward applies. It also depends on specific tax provisions in each jurisdiction that could impact utilization. For example, in the United States, a change in ownership, as defined by federal income tax regulations, could significantly limit the Company’s ability to utilize its U.S. net operating loss carryforwards. Additionally, because U.S. tax laws limit the time during which the net operating losses generated prior to 2018 may be applied against future taxes, if the Company fails to generate U.S. taxable income prior to the expiration dates, the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. The Company 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 September 30, 2025 and December 31, 2024. The Company completed its IRC Sec. 382 analysis during the second quarter of 2024 and determined that it underwent an ownership change. This caused a limit on the net operating losses generated before 2020. Due to the full valuation allowance on net operating loss carryovers, there is no impact to the interim financial statements as a result of this limitation. The Sahara entities have recorded a net deferred tax liability, which is primarily driven by the net deferred tax liability on the intangibles for which it does not have tax basis. This includes the deferred tax liability recorded during 2021 for the acquisition of Interactive Concepts. The Company does not qualify for any consolidated filing positions in any of these countries, so there is no ability to net the deferred tax liabilities of the Sahara companies against the deferred tax assets of the legacy Boxlight companies. The tax years from 2011 to 2024 remain open to examination in the U.S. federal jurisdiction. The tax years from 2023 to 2024 remain open to examination in the U.K. Statutes of limitations vary in other immaterial jurisdictions. On July 4, 2025, the president signed H.R. 1 (commonly known as the One Big Beautiful Bill Act) into law. The law introduces many significant federal income tax changes with various effective dates. ASU 740 requires that the effects of a change in tax laws or rates should be recorded in the interim period that includes the enactment date. 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. 26 Table of Contents NOTE 11 – EQUITY Preferred Stock The Company’s articles of incorporation, as amended, provide that the Company is authorized to issue 50,000,000 shares of preferred stock, with such preferred stock consisting of: (1) 250,000 shares of non-voting Series A preferred stock, with a par value of $ 0.0001 per share; (2) 1,586,620 shares of voting Series B preferred stock, with a par value of $ 0.0001 per share; (3) 1,320,850 shares of voting Series C preferred stock, with a par value of $ 0.0001 per share; and (4) remaining shares of “blank check” preferred stock to be designated by the Company’s board of directors. Each authorized series of preferred stock is described below. Issuance of Preferred Stock Series A Preferred Stock 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 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 On September 25, 2020, in connection with the acquisition of Sahara Holding Limited ("Sahara”), the Company issued 1,586,620 shares of Series B preferred stock and 1,320,850 shares of Series C preferred stock. The Series B preferred stock has a stated and liquidation value of $ 10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8 % per annum, payable quarterly. The Series B preferred stock 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. The Series B preferred stock has been recorded at its estimated fair value on the date of issuance of approximately $ 16.1 million, which includes the conversion and redemption features as they have not been bifurcated from the host instruments. The Series C preferred stock has been recorded at its estimated fair value on the date of issuance of approximately $ 12.4 million, which includes the conversion and redemption features as they have not been bifurcated from the host instrument. As the redemption features in the Series B preferred stock and Series C preferred stock are not solely within the control of the Company, the Company has classified the Series B preferred stock and Series C preferred stock as temporary equity in the Company’s condensed consolidated balance sheet. 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. 27 Table of Contents 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. Common Stock Following the Company's one-for-five reverse stock split in February 2025, the Company’s common stock consists of 3,750,000 shares of Class A voting common stock and 50,000,000 shares of Class B non-voting common stock. 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 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”). The purchase price of each 2025 Share and accompanying 2025 Common Warrant was $ 2.13 , and the purchase price of each 2025 Prefunded Warrant and accompanying 2025 Common Warrant was $ 2.1299 . The 2025 Private Placement closed on February 21, 2025, and the Company issued the 2025 Shares and executed and delivered the 2025 Warrants. The gross proceeds from the 2025 Private Placement were approximately $ 2.8 million, before deducting placement agent fees and other private placement expenses. Each 2025 Pre-Funded Warrant has an initial exercise price of $ 0.0001 per share (subject to adjustments as set forth therein), is immediately exercisable upon issuance and will expire when exercised in full. Each 2025 Common Warrant has an initial exercise price of $ 2.13 per share (subject to adjustments as set forth therein), is exercisable six months following the date of issuance and will expire five and a half years from the date of issuance. Pursuant to the Purchase Agreement, the Company filed a registration statement on Form S-3 (the “Registration Statement”) with the Securities Exchange Commission (“SEC”) on April 7, 2025 to register the resale of the 2025 Shares and the 2025 Pre-Funded Warrant Shares. The Registration Statement was declared effective by the SEC on April 24, 2025. 28 Table of Contents 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. Warrants 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 The Company has issued grants under two equity incentive plans, both of which have been approved by the Company’s shareholders: (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 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. Stock Options Under our Equity Incentive Plans, an employee may receive an award of stock option grants that provides the opportunity in the future to purchase the Company’s shares at the market price of our stock on the date the award is granted (strike price). The options become exercisable over a range of immediately vested to four-year vesting periods and expire five years from the grant date, unless stated differently in the option agreements, if they are not exercised. We record compensation expense based on the estimated fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period. 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 nine months ended September 30, 2025: Number of Units Outstanding, December 31, 2024 34,141 Granted — Exercised — Forfeited — Expired ( 28,859 ) Outstanding, September 30, 2025 5,282 Exercisable, September 30, 2025 4,845 Restricted Stock Units Under the Company’s 2014 Plan and 2021 Plan, the Company may grant restricted stock units (“RSUs”) to certain employees and non-employee directors. Each RSU represents a contingent right to receive one share of Class A common stock. 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 29 Table of Contents 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 nine months ended September 30, 2025: Number of Units Outstanding, December 31, 2024 14,636 Granted — Vested ( 5,537 ) Forfeited ( 2,979 ) Outstanding, September 30, 2025 6,120 Warrants 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: Number of Units Outstanding, December 31, 2024 277,201 Granted 2,386,000 Contractual increase for share sales 177,586 Exercised ( 1,945,000 ) Outstanding, September 30, 2025 895,787 Exercisable, September 30, 2025 895,787 Stock Compensation Expense Long-term incentive plan On August 15, 2024, the Company granted a long-term incentive plan (LTIP) cash award pursuant to its 2021 Equity Incentive Plan to members of the Company’s Board of Directors and senior management. The amount of each award earned will depend on the performance of the Company relative to certain performance targets related to share price appreciation of the Company’s Class A common stock during the respective performance cycles. The LTIP awarded to the Company's Board of Directors had a performance period ending on March 31, 2025, whereas the LTIP awarded to senior management have three consecutive 12-month performance periods ending June 30, 2025, June 30, 2026, and June 30, 2027. The target payout under the LTIP awarded to the Board of Directors and senior management is $ 420 thousand and $ 1.1 million, respectively. If the Company’s performance relative to the performance goal during the performance cycle is not equal to the performance target, the target Cash LTIP Award will be adjusted based on actual performance. The Cash LTIP for the Board of Directors totaled $ 236 thousand and was paid in May 2025. The earned payout under the LTIP awarded to senior management was $ 225 thousand for the period ended June 30, 2025. The target payout for senior management over the remaining term is $ 468 thousand. At no time during the performance cycle shall the payout be less than 1/3 or exceed 3 times the target cash LTIP Award, unless a change a control has occurred. Cash payments are subject to the Company’s compliance with all covenants contained in the Company’s credit facilities in effect at the conclusion of each performance cycle. As amounts earned for the awards are based on changes in the Company's stock price, the Company will recognize a liability for compensation cost each reporting period based on the fair value as of each reporting date proportionally with the elapsed time at each reporting period. The liability is recognized in other short-term liabilities in the consolidated balance sheets. The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of September 30, 2025 to be $ 117 thousand. Key inputs to the valuation of the awards include the stock 30 Table of Contents 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 Risk free interest rate (1) 3.56 % Expected life in years 1.75 years Expected volatility (2) 172 % (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. 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Stock options $ — $ 6 $ 12 $ 75 Restricted stock units 65 161 197 883 Equity based warrants — — 30 1 Long-term incentive plan 46 274 220 274 Total stock compensation expense $ 111 $ 441 $ 459 $ 1,233 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 Management Agreement On November 1, 2022, the Company entered into a consulting agreement with Mark Elliott, former Chief Executive Officer of Boxlight and a member of the Board of Directors through June 16, 2025, when he resigned as a non-executive director and became an advisor to the Board. Under the terms of the agreement, Mr. Elliott is to provide sales, marketing, management and related consulting services to assist the Company in sourcing and entering into agreements with one or more customers to provide products and services for specified school districts. The Company will pay Mr. Elliott a fixed payment of $ 4 thousand per month and commissions equal to 15 % of gross profit derived by the Company based on total purchase order revenue. The agreement, unless cancelled, will automatically renew on December 31, 2025. 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. The Management Agreement is separate and apart from Mr. Pope’s employment agreement with the Company. The Management Agreement became effective as of the first day of the same month that Mr. Pope's employment with the Company terminated, and was in effect for a period of 13 months, in which Mr. Pope will provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services. As consideration for the services provided, the Company will pay Mr. Pope a management fee equal to 0.375 % of the consolidated net revenues of the Company, payable in monthly installments, not to exceed $ 250,000 in any calendar year. At his option, Mr. Pope may defer payment until the end of each year and/or receive payment in the form of shares of Class A common stock of the Company. 31 Table of Contents On January 4, 2024, Mr. Pope’s employment with the Company terminated. 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 nine months ended September 30, 2025, the Company paid $ 43 thousand under the agreement. Mr. Pope continues to serve as a director of the Company. Inventory Finance Agreement On May 27, 2025, the Company entered into an Inventory Finance Agreement with J.J. ASTOR & CO., a Utah corporation ("J.J. ASTOR”). Michael Pope is the chief executive officer of J.J. ASTOR, which is beneficially owned, directly or indirectly, by a private investment fund managed by Mr. Pope. 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 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 $ 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. Astor. 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. J.J. Astor can require the Company to register any such shares for public resale with the Securities & Exchange Commission. NOTE 14 – COMMITMENTS AND CONTINGENCIES Contingencies The Company assesses its exposure related to legal matters and other items that arise in the regular course of its business. If the Company determines that it is probable a loss has been incurred, the amount of the loss, or an amount within the range of loss, that can be reasonably estimated is recorded. The Company has not identified any legal matters that could have a material adverse effect on our consolidated results of operations, financial position or cash flows. Purchase Commitments The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s products. As of September 30, 2025, the total amount of such open inventory purchase orders was $ 24.2 million. 32 Table of Contents NOTE 15 – CUSTOMER AND SUPPLIER CONCENTRATION 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 from the customer as a percentage of total revenues for the three months ended September 30, 2025 Accounts receivable from the customer as of September 30, 2025 (in thousands) Total revenues from the customer as a percentage of total revenues for the three months ended September 30, 2024 Accounts receivable from the customer as of September 30, 2024 (in thousands) 1 — % $ — 10.0 % $ 581 For the nine months ended September 30, 2025 and 2024, the Company’s purchases were concentrated primarily with one vendor . Details are as follows: Vendor Total purchases from the vendor as a percentage of total cost of revenues for the nine months ended September 30, 2025 Accounts payable to the vendor as of September 30, 2025 (in thousands) Total purchases from the vendor as a percentage of total cost of revenues for the nine months ended September 30, 2024 Accounts payable to the vendor as of September 30, 2024 (in thousands) 1 17.6 % $ 2,863 60.6 % $ 14,927 The Company believes there are other suppliers that could be substituted should the above cited vendor were to become unavailable or non-competitive. 33 Table of Contents NOTE 16 – SEGMENTS 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 September 30, 2025 Americas EMEA Rest of World Eliminations and Adjustments Total Revenues, net $ 14,437 $ 15,318 $ 234 $ ( 652 ) $ 29,337 Less (2) Cost of sales 11,251 9,927 114 ( 490 ) 20,802 Segment gross profit 3,186 5,391 120 ( 162 ) 8,535 less (2) 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 ( 590 ) 329 — — ( 261 ) Other segment items (3) 527 383 — ( 1,162 ) ( 252 ) Net (Loss) Income $ ( 5,458 ) $ ( 1,924 ) $ 26 $ 1,172 $ ( 6,184 ) For the nine months ended September 30, 2025 Americas EMEA Rest of World Eliminations and Adjustments Total Revenues, net $ 40,110 $ 43,399 $ 826 $ ( 1,723 ) $ 82,612 Less (2) Cost of sales 26,324 29,794 353 ( 1,227 ) 55,244 Segment gross profit 13,786 13,605 473 ( 496 ) 27,368 Less (2) 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 Income tax expense (benefit) ( 26 ) ( 111 ) — — ( 137 ) Other segment items (3) ( 518 ) ( 2,240 ) 3 ( 1,537 ) ( 4,292 ) Net (Loss) Income $ ( 13,904 ) $ ( 2,024 ) $ 179 $ 1,603 $ ( 14,146 ) (1) Eliminations and adjustments represent net sales between the Americas, EMEA and Rest of World segments. Sales between these segments are generally valued at market. (2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the Chief Operating Decision Maker. (3) Other Segment items for each reportable segment includes Other Expense, which consists of the effects of changes in the fair value of derivative liabilities and warrants. 34 Table of Contents For the three months ended September 30, 2024 Americas EMEA Rest of World Eliminations and Adjustments Total Revenues, net $ 16,719 $ 20,412 $ ( 215 ) $ ( 627 ) $ 36,289 Less (2) Cost of sales 10,480 14,120 ( 129 ) ( 434 ) 24,037 Segment gross profit 6,239 6,292 ( 86 ) ( 193 ) 12,252 Less (2) 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 Income tax expense (benefit) ( 39 ) 27 — — ( 12 ) Other segment items (3) 57 ( 418 ) ( 5 ) 30 ( 336 ) Net (Loss) Income $ ( 4,052 ) $ 1,221 $ ( 216 ) $ ( 14 ) $ ( 3,061 ) For the nine months ended September 30, 2024 Americas EMEA Rest of World Eliminations and Adjustments Total Revenues, net $ 57,044 $ 57,955 $ 412 $ ( 3,514 ) $ 111,897 Less (2) Cost of sales 34,856 40,108 222 ( 2,884 ) 72,302 Segment gross profit 22,188 17,847 190 ( 630 ) 39,595 Less (2) 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 Income tax expense 560 207 — — 767 Other segment items (3) ( 135 ) ( 71 ) ( 7 ) 109 ( 104 ) Net (Loss) Income $ ( 11,796 ) $ 415 $ ( 107 ) $ ( 140 ) $ ( 11,628 ) (1) Eliminations and adjustments represent net sales between the Americas, EMEA and Rest of World segments. Sales between these segments are generally valued at market. (2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the Chief Operating Decision Maker. (3) Other Segment items for each reportable segment includes Other Expense, which consists of the effects of changes in the fair value of derivative liabilities. 35 Table of Contents September 30, 2025 December 31, 2024 Identifiable Assets Americas $ 48,135 $ 50,318 EMEA 49,919 63,863 Rest of World 1,536 1,124 Total Identifiable Assets $ 99,590 $ 115,305 NOTE 17 – SUBSEQUENT EVENTS 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. 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. 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 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"). 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 36 Table of Contents 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. Astor. 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. J.J. Astor can require the Company to register any such shares for public resale with the Securities & Exchange Commission.