What changed in this filing

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Item 1. Business

2026-04-15 compared with 2025-03-28 · 95 added, 56 removed, 356 unchanged (30% of the section changed)

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We pride ourselves in providing industry-leading service and support and have received numerous product awards:

• In 2025, Boxlight was listed as one of the Top 100 EdTech Companies Transforming Education by EdTech Digest.

• In 2024, Boxlight received multiple awards from various industry events and publications.

Three of Boxlight’s solutions were recognized as Best of 2023 by Tech & Learning, receiving a total of six awards.

TIME, in collaboration with Statista, recognized Boxlight as ranking as one of the World’s Top 250 EdTech companies of 2024.

TIME, in collaboration with Statista, recognized Boxlight as one of the World’s Top 250 EdTech companies of 2024.

Boxlight’s brands were also awarded eight product and innovation awards at the ISTELive 2024 conference for UNITY, Robo E4 and E4 Pro 3D printers, Xploris, Clevertouch Impact Lux, Clevertouch Impact Max, MimioPro 4, MimioWall, and MimioDS Series.

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Mic., while Clevertouch by Boxlight won Signage Technology of the Year for the CleverLive products.

• In 2022, Boxlight received awards from various industry publications including Overall EdTech Company of the Year in the EdTech Breakthrough Awards, Tech and Learning Best of Show for ISTELive 22, multiple awards from Tech & Learning’s Back to School Awards of Excellence, 4 awards for new products from THE Journal, multiple awards from Tech and Learning for Mimio, Clevertouch and FrontRow solutions and the Campus Technology New Product of the Year award for CleverLive digital signage.

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multiple awards from Tech and Learning for Mimio, Clevertouch and FrontRow solutions and the Campus Technology New Product of the Year award for CleverLive digital signage.

Boxlight Corporation was incorporated in Nevada on September 18, 2014 for the purpose of acquiring technology companies that sell interactive products into the education market.

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and Qwizdom UK Limited are now operated by the Boxlight Group Ltd., a wholly owned subsidiary of Boxlight, Inc.

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On May 9, 2016, we acquired Genesis Collaboration LLC, a Georgia limited liability company (“Genesis”).

Genesis is a value-added reseller of interactive learning technologies, selling into the K-12 education market in Georgia, Alabama, South Carolina, northern Florida, western North Carolina, and eastern Tennessee.

Genesis also sells our

interactive solutions into the business and government markets in the United States.

Genesis also sells our interactive solutions into the business and government markets in the United States.

Effective August 1, 2016, Genesis was merged into our Boxlight Inc.

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Mimio’s core products include interactive projectors, interactive flat-panel displays, interactive touch projectors, touch boards, and MimioTeach, which can turn any whiteboard interactive within 30 seconds.

Mimio’s product line also includes an accessory document camera, teacher pad for remote control and an assessment system.

Mimio’s product line also includes an accessory document camera, a teacher pad for remote control, and an assessment system.

Manufacturing is by ODMs and OEMs in Taiwan and Mainland China.

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The organizational structure of our companies as of the date of this Annual Report is as follows:

We believe that the global interactive technology education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations and individuals around the world are increasingly recognizing the importance of using technology to more effectively educate,

communicate and collaborate.

We believe that the global interactive technology education industry is undergoing a significant transition, as primary and secondary school districts, colleges and universities, as well as governments, corporations, and individuals around the world are increasingly recognizing the importance of using technology to more effectively educate, communicate, and collaborate.

Across the globe, state governments along with local communities, continue to make sustained investments in education.

The K-12 education sector represents one of the largest industry segments.

sector is comprised of approximately 15,600 public school districts across 50 states and 132,000 public and private elementary and secondary schools, and worldwide classrooms counts of 43 million.

sector is comprised of approximately 15,600 public school districts across 50 states and 132,000 public and private elementary and secondary schools, and worldwide classroom counts of 43 million.

In addition to its size, the U.S.

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We believe this market structure underscores the importance of scale and industry relationships and the need for broad, diverse coverage across states, districts, and schools.

Even while we believe certain initiatives in the education sector, such as the Common Core State Standards, a set of shared math and literacy standards benchmarked to international standards, have increased standardization in K-12 education content, we believe significant state standard specific customization still exists, and we believe the need to address customization provides an ongoing need for companies in the sector to maintain relationships with individual state and district policymakers and expertise in state-varying academic standards.

According to a December 2024 report by FutureSource Consulting Ltd.("Futuresource"), the U.S.

display market is expected to reach $40 billion by 2028.

While the education sector has historically represented the majority of displays sold, growth in the corporate sector continue to outpace the education sector with sales to the corporate sector expected to reach approximately 19% of the global display market in 2027.

We believe the growth in both the education and corporate sectors provides the Company with significant growth opportunities.

In addition, the display market is highly fragmented allowing the Company to position itself for increased market share in each of these sectors.

Even while we believe certain initiatives in the education sector, such as the Common Core

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State Standards, a set of shared math and literacy standards benchmarked to international standards, have increased standardization in K-12 education content, we believe significant state standard specific customization still exists, and we believe the need to address customization provides an ongoing need for companies in the sector to maintain relationships with individual state and district policymakers and expertise in state-varying academic standards.

According to a 2025 report by FutureSource Consulting Ltd.

(“Futuresource”), the global professional displays market is expected to continue to grow through 2029, driven by demand for LCD-based display technologies, including interactive flat panel displays (“IFPDs”).

While the education sector has historically represented the majority of interactive display unit demand and is expected to remain the largest end market, particularly within the K-12 segment, the corporate and government sector continues to represent an important and growing portion of the market.

Futuresource reports that the corporate market benefits from a large installed base of meeting and collaboration spaces with relatively low saturation of interactive display technologies.

We believe that continued demand across both the education and corporate sectors, together with the highly fragmented nature of the interactive display market, provides the Company with opportunities to increase its market presence and pursue additional market share.

Our Opportunity

Globally it is widely acknowledged that long-term economic growth is closely correlated to investment in education and educational technology, thus sustaining long-term growth in the market, even during periods of economic downturn.

We believe ongoing demand for technology-enabled instruction, digital content delivery, assessment tools, and classroom communication solutions supports favorable long-term market opportunities, although spending levels may vary by region, funding cycle, and macro-economic conditions.

Further details of our solution and favorable macro-economic analysis are set forth below:

Growth in U.S.

K-12 Market Expenditures

Significant resources are being devoted to primary and secondary education, both in the United States and abroad.

As set forth in a December 2023 report by Futuresource, US Schools are budgeting for more IT in their classrooms.

K-12 education services and technology market has experienced significant growth in recent years, driven by increased adoption of digital learning tools and technologies.

According to Custom Market Insights (CMI), the US K12 Education Market size was estimated at USD 3 Billion in 2021 and is expected to hit around USD 25 Billion by 2030, poised to grow at a compound annual growth rate (CAGR) of 27% from 2022 to 2030.

Growth in the K-12 Education Technology Market

Significant resources continue to be directed toward primary and secondary education, including technology-enabled teaching, learning, and administrative solutions.

According to a March 2026 “ Market Growth Reports ” study, the global K-12 education technology market was estimated at approximately $44.3 billion in 2026 and is projected to continue expanding through 2035.

The report also notes that North America remains a leading market, reflecting relatively high levels of classroom technology adoption and widespread use of digital learning platforms.

HolonIQ reported in the “ Global EdTech Venture Capital Report ” that there has been approximately $32 billion in venture capital investment in the education/technology sector in the last decade (approximately 33% within the US) and predicts nearly triple that investment through 2030.

Further, the report estimates that the global “expenditure on education and training from governments, parents, individuals and corporates continues to grow to historic levels and is expected to reach USD $10 trillion by 2030.”

According to Research and Markets , the School Assessment Tools Market grew from $10.44 billion in 2023 to $11.38 billion in 2024.

It is expected to continue growing at a CAGR of 10.07%, reaching $20.44 billion by 2030.

These tools include standardized tests, online quizzes, adaptive learning platforms, formative and summative assessment software, and analytical dashboards.

Increasing Focus on Accountability and the Quality of Student Education

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education severely impairs the United States’ economic, military, and diplomatic security as well as broader components of America’s global leadership.

We believe this scrutiny will cause there to be increased investment into the education sector.

We believe this scrutiny will cause there to be increased investment in the education sector.

Trends in Tech-Savvy Education

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The delivery of digital education content is also driving a substantial shift in the education market.

In addition to interactive flat-panels, other technologies are being adapted for educational uses on the Internet, mobile devices and through cloud-computing, which permits the sharing of digital files and programs among multiple computers or other devices at the same time through a virtual network.

In addition to interactive flat-panels, emerging technologies such as artificial intelligence and immersive learning tools are being adapted for educational uses on the Internet, mobile devices, and through cloud-computing, which permits the sharing of digital

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files and programs among multiple computers or other devices at the same time through a virtual network.

“ Market Growth Reports ” notes growing adoption of cloud-based platforms to support remote and hybrid learning environments, as well as increasing use of AI-powered systems and virtual or augmented reality tools in certain classroom settings.

We intend to be a leader in the development and implementation of these additional technologies to create effective digital learning environments.

Growth in the E-learning Market

According to the “ E-learning Market – Global Outlook and Forecast 2024-2029, ” the E-learning Market was valued at $250 Billion in 2023, and is expected to reach $490.2 Billion by 2029, rising at a compound annual growth rate of 11.89%, indicating significant growth opportunities in the next five years.

According to the “ Market Growth Reports ”, the K-12 Education Technology Spend Market is estimated to be $44.3 billion in 2026 and is projected to reach $325.1 billion by 2035, representing a compound annual growth rate of 24.5% over the forecast period.

Further, the need for skill development, cost efficiency, technological innovations, corporate investment, and employee retention fuels the rising demand for e-learning training.

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• Digital Signage Displays (Mimio and Clevertouch brands)

• FrontRow Classroom Audio and IP-based school-wide communication systems for bells, paging, intercom, and alerting

• FrontRow Classroom Audio and IP-based school-wide communication systems for bells, paging, intercom, emergency notifications, and alerting

• Educational Software & Content (MyClass, Mimio Connect, LYNK Whiteboard, OKTOPUS, MimioStudio)

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When integrated, our innovative solutions provide an opportunity for a holistic approach to in-person or virtual learning experiences, meetings, and professional learning, campus-wide communications, emergency alerts, or any situation where presentation, interaction, or engagement occurs.

In January 2026, we launched FrontRow Symphony™, an IP-based, campus-wide communication platform that integrates classroom audio with school-wide systems for bells, paging, intercom, and emergency alerting.

The launch expands the FrontRow product portfolio beyond classroom audio to address broader campus and district communication needs.

Front-of-Class Display Category

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These present upsell opportunities for our software and Professional Development modules.

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Clevertouch Max 2 – Empowering Legacy and New Users for Seamless Collaboration

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Clevershare allows users to share content with any device from either the dongle and the USB-C connection or the Clevershare app.

Up to 50 devices can connect with the Clevertouch screen and share content – images, video, and audio

with touch-back for two-way control.

Up to 50 devices can connect with the Clevertouch screen and share content – images, video, and audio with touch-back for two-way control.

The presenter has full control over what is shared and can show up to four device screens simultaneously, increasing collaboration and participation within every session.

Unplug’d enables users to share their screen and connect from any device via the Unplug’d app.

The platform supports up to 50 devices connecting to a "Boxlight/Mimio/Clevertouch" screen and share content – images, video, and audio with touch-back for two-way control.

The platform supports up to 50 devices connecting to a "Boxlight/Mimio/Clevertouch" screen and share content – images, video, and

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audio with touch-back for two-way control.

Users can not only share their screen to the display but can also mirror the display to student devices.

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CleverLive Digital Signage

CleverLive is a unique cloud-based cloud management platform (or CMP) for managing all Clevertouch device endpoints, designed to customize the user interface based on device functionality, CleverLive combines simplicity of use with feature rich functionality.

CleverLive is a unique cloud-based cloud management platform (or CMP) for managing all Clevertouch device endpoints, designed to customize the user interface based on device functionality.

CleverLive combines simplicity of use with feature rich functionality.

The platform comes standard with 200+ editable templates, enabling a mix of multimedia content.

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The built-in Android system includes the CleverLive app for managing digital signage content of full-screen capacity or can be packaged with a Clevertouch Media Player to enhance digital signage playout multimedia functionality.

With 16/7 display, the CM Series has a built-in scheduler to manage on/off timing of messages, including instant messaging when needed.

With a 16/7 display, the CM Series has a built-in scheduler to manage on/off timing of messages, including instant messaging when needed.

The CleverLive digital signage feature sets this display apart from screens in the marketplace.

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Connectivity is made easy with multi-functional USB Type-C ports that enable 4K audio and video transmission, network connections, charging external devices, and provide access to external microphone and camera.

The displays can be orientated vertically or horizontally and tilt up to 15-degree for easy viewing from high places.

The displays can be orientated vertically or horizontally and tilted up to 15 degrees for easy viewing from high places.

Multiple displays can daisy chain via HDMI ports, up to 3 by 3, and create a larger, unified display through screen splicing.

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The Cleverhub is a standalone device designed to offer educational institutions an easy and effective way to upgrade their existing legacy systems.

With schools, universities, and classrooms increasingly relying on modern technology for interactive learning, the Cleverhub provides a simple solution to enhance collaboration without the need for a full infrastructure overhaul.

With schools, universities, and classrooms increasingly relying on modern technology for interactive learning, Cleverhub provides a simple solution to enhance collaboration without the need for a full infrastructure overhaul.

The Cleverhub transforms your educational environment by bridging the gap between old and new technologies.

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With Cleverhub, educational institutions can quickly transition to the later versions of our software and tools, ensuring that both teachers and students benefit from a modern learning experience.

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Designed with simplicity in mind, the Cleverhub works effortlessly with legacy equipment to introduce new capabilities like interactive content sharing and more.

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For schools where “change is our normal,” MimioTeach eliminates the high cost of moving fixed-mount implementations.

Clevertouch Pro Series

Clevertouch Pro Series consists of interactive flat panel displays certified under Google’s Enterprise Devices Licensing Agreement (EDLA) program and designed for use in Google-based educational environments.

The displays support integration with Google Workspace, Microsoft 365, and other collaboration tools, enabling interactive instruction, content sharing, and classroom collaboration.

The Clevertouch Pro Series began shipping in North America in September 2025 and is intended to support districts seeking standardized, Google-certified interactive display solutions.

Clevertouch IMPACT Lux 2

The Clevertouch IMPACT Lux 2 is an interactive display platform that incorporates updated operating system capabilities, enhanced connectivity options, and improved performance features relative to prior generations.

The platform is designed to support interactive instruction and collaboration while providing compatibility with our software ecosystem and third-party educational applications.

Lux Mini is an accessory designed to extend functionality and provide access to the latest Clevertouch software features for certain interactive display products.

The device is intended to support updates to user interface and operating system capabilities for installed displays, enabling continued use of newer software features without full display replacement.

The CL Totem is a freestanding digital signage display designed for deployment in common areas and high-traffic environments within school campuses and other facilities.

The display supports visual communications applications such as announcements, wayfinding, and informational messaging, and is intended to extend our digital signage offerings beyond classroom-based installations to broader campus use cases.

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Classroom Audio and School-wide Communication Category

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EzRoom is an “everything but the display” solution, providing sound reinforcement, microphones, speakers, AV control devices, AV wall plates, and networked cameras.

The depth and breadth of the solution necessitates a service layer of pre-sale and post-sale support for the channel, supplied by FrontRow architectural/engineering consultant liaisons, providing design support, and the FrontRow Technical Services Group, offering system commissioning and customization.

EzRoom can use FrontRow’s SmartIR transmission technology or take advantage of FrontRow’s latest wireless voice technology – ELEVATE – that boasts the benefits of digital RF (Radio Frequency) microphone systems, combined with flexible

programmability and ease-of-use features found nowhere else.

The depth and breadth of the solution necessitate a service layer of pre-sale and post-sale support for the channel, supplied by FrontRow architectural/engineering consultant liaisons, providing design support, and the FrontRow Technical Services Group, offering system commissioning and customization.

The ELEVATE teacher microphone can be used as a wearable alert device, notifying administrators of urgent situations in the classroom.

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The recently introduced Attention!

feature integrates the CleverLive digital signage service with Conductor to synchronize audio with visual alerts to Clevertouch and Mimio interactive panels to maximize the impact of school-wide or zone-specified communications.

feature integrates

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the CleverLive digital signage service with Conductor to synchronize audio with visual alerts to Clevertouch and Mimio interactive panels to maximize the impact of school-wide or zone-specified communications.

FrontRow Live

The FrontRow Live™ is a web-based software service that provides real-time speech-to-text captioning and language translation for classroom instruction.

Designed to operate without the need for additional classroom hardware, FrontRow Live converts spoken instruction into live captions and translated text, which may be accessed on compatible devices.

The service is intended to support accessibility requirements, multilingual learning environments, and inclusive instruction, and may be deployed independently or in conjunction with our classroom audio systems.

FrontRow Symphony

FrontRow Symphony™ is an IP-based, campus-wide communication and control platform designed to centralize bell scheduling, paging, intercom, classroom audio, and emergency alerting within a single system.

Built to operate over a school or district’s existing network infrastructure, FrontRow Symphony enables administrators to manage communications through a browser-based interface that provides centralized configuration, monitoring, and control.

The platform is intended to support district-wide standardization of communications, operational efficiency, and campus safety through unified system management.

STEM Category

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MyStemKits offers hundreds of standards-driven lesson plans, activities, assessments, and design challenges for grades K-12 math and science teachers.

High-quality lessons plans are developed and studied by The Florida Center for Research in Science.

High-quality lesson plans are developed and studied by The Florida Center for Research in Science.

Technology, Engineering, and Mathematics (FCR-STEM), which is part of one of the nation’s oldest and most productive university-based education research organizations.

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and support teachers in becoming more efficient in planning, preparation, reporting and analysis, and effective in instruction and assessment.

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MimioStudio Interactive Instructional Software

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Notes+ Collaboration and Assessment Application

Notes+ is a software accessory for use with OKTOPUS Software or a PPT plugin that allows students to view and interact with the teacher presentation during a live class session.

Notes+ is a software accessory for use with OKTOPUS Software or a PPT plugin that allows students to view and interact with the teacher’s presentation during a live class session.

Students can answer questions, annotate, request help, and share content with the main display from nearly any mobile device or laptop.

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A MyClass Classroom license (lifetime) and MyClass Pro license (1 year) accompanies all front-of-classroom Boxlight displays.

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LYNX Whiteboard is a free-to-use lesson building solution, enabling student collaboration and allowing teachers to bring vibrancy to their lessons with a built-in media search.

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Through our subsidiary, EOS Education, we can extend our commitment to schools and districts by providing a rich portfolio of classroom training, professional development, and educator certification.

EOS Education provides engaging and differentiated professional development for teachers to ensure that every student benefits from the technology tools available in their classrooms and

EOS Education provides engaging and differentiated professional development for teachers to ensure that every student benefits from the technology tools available in their classrooms and schools.

Programs can be customized, building comfort, confidence, and competence using the specific hardware and software platforms available to each teacher.

EOS Education unique professional learning experiences are:

EOS Education’s unique professional learning experiences are:

• Teacher-centric - We help teachers use the technology they have access to for their specific instructional purposes - we go beyond just point and click.

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Through the ERP system, we have synchronized five separate accounting and customer relationship management systems through a cloud-based interface to improve inter-company information sharing and allow the management of the Company to have immediate access to snapshots of the performance of each of our subsidiaries in a common currency.

As we grow, organically or through acquisition, we plan to quickly integrate each subsidiary or division into the Company to allow for clearer and earlier visibility of performance to enable timely and effective business decisions.

As we grow, organically or

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through acquisition, we plan to quickly integrate each subsidiary or division into the Company to allow for clearer and earlier visibility of performance to enable timely and effective business decisions.

Logistics (Suppliers)

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Contract manufacturing for Boxlight products is through original design manufacturer (ODM) and original equipment manufacturer (OEM) partners according to Boxlight’s specific engineering requirements and utilizing IP developed and owned by Boxlight.

Boxlight’s factories for ODM and OEM are located in the USA, Taiwan, Mainland China, Germany, and Turkey.

Boxlight’s factories for ODM and OEM are located in the United States, Taiwan, China, Germany, and Turkey.

Technical Support and Service

The Company currently has its core technical support and service centers located near Atlanta, GA, London, England, and Belfast, Northern Ireland.

The Company currently has its core technical support and service centers located near Atlanta, Georgia, London, England, and Belfast, Northern Ireland.

Additionally, the Company’s technical support division is responsible for the repair and management of customer service cases, resulting in more than 60% of the Company’s customer service calls ending in immediate closure of the applicable service case.

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We believe we offer the most comprehensive integrated product portfolio in today’s education technology industry, along with best-in-class service and technical support.

Our award-winning, interactive classroom technology and

easy to use line of classroom hardware and software solutions provide schools and districts with the most complete line of innovative progressive, integrated classroom technologies available worldwide.

Our award-winning, interactive classroom technology and easy-to-use line of classroom hardware and software solutions provide schools and districts with the most complete line of innovative, progressive, integrated classroom technologies available worldwide.

We are also developing our Corporate, Higher Education, and Government solutions and will have separate sales teams in both the U.S.

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We compete with other developers, manufacturers, and distributors of interactive displays and personal computer technologies, tablets, television screens, and smart phones, such as SMART Technologies, Promethean, ViewSonic, Newline, Samsung, Panasonic, and ClearTouch.

Even with these competitors, the market presents new opportunities in responding to demands to replace outdated and failing interactive displays with more affordable and simpler solution interactive displays.

Even with these competitors, the market presents new opportunities in responding to demands to replace outdated and failing interactive displays with more affordable and simpler interactive displays.

Our ability to integrate our technologies and remain innovative and develop new technologies desired by our current and potential new contract manufacturing customers will determine our ability to grow our contract manufacturing divisions.

In addition, we have begun to see expansion in the market for sales of complementary products that work in conjunction with the interactive technology, including software, audio solutions, data capture, and tablets.

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As of December 31, 2025, we had the following distribution of employees:

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The majority of our employees are full-time employees.

None of our employees are represented by labor organizations.

None of our employees is represented by labor organizations.

We consider our relationship with our employees to be excellent.

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

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

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

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

In 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 our 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 of 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 may be subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to March 31, 2022, in the event our

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.

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

In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 2,201 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to our existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 8,514 shares of Class A common stock (subject to increase to the extent of 3% of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $480.00 per share (the “Warrant”), which Warrant may be subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to March 31, 2022, in the event our stock is then trading below $480.00 per share, (iii) a 3% fee of $1,800,000 and (iv) a $500,000 original issue discount.

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

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

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

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allowing additional time, until July 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment, among other adjustments.

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

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

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

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

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.

On December 2, 2025, the Company entered into the tenth amendment to Credit Agreement with the Collateral Agent and Lender (the “Tenth Amendment”), which did not modify the maturity date.

The amendment (i) waived failure to maintain the required Senior Leverage Ratio of 1.75:1.00 for the period ended September 30, 2025, and borrowing base non-compliance for the months ending July 31 through November 30, 2025, (ii) waived the application of default interest through December 31, 2025, subject to compliance with the amendment terms, (iii) required a voluntary prepayment of not less than $3.0 million without any prepayment premium, (iv) modified certain interest rate terms, (v) reduced the borrowing base allowance for intellectual property and (vi) required that net cash proceeds from equity issuances be applied to prepay outstanding indebtedness in accordance with the Credit Agreement.

On December 18, 2025, the Company entered into the eleventh amendment to Credit Agreement with the Collateral Agent and Lender (the “Eleventh Amendment”) that (i) extended the maturity date of the loans from December 31, 2025 to April 1, 2027, (ii) suspended scheduled amortization payments through June 30, 2026, (iii) removed the Senior Leverage Ratio covenant and replaced it with a Minimum Consolidated Adjusted EBITDA covenant beginning with the period ended March 31, 2026, (iv) imposed minimum liquidity requirements, (v) modified mandatory prepayment provisions related to equity issuances and certain permitted indebtedness, (vi) added governance-related covenants and (vii) permitted limited borrowing base over-advances subject to monthly limits.

Although, as of the date of this report, we have been successful in obtaining a waiver from the Lender regarding the above mentioned financial covenant default, there can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future.

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

What changed 10-K

Item 1. Business