What changed in this filing

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Item 1A. Risk Factors

2026-04-15 compared with 2025-03-28 · 114 added, 115 removed, 439 unchanged (34% of the section changed)

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

• our ability to maintain a listing of our Class A common stock on Nasdaq Capital Market;

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

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

• our ability to maintain a listing of our Class A common stock on the Nasdaq Capital Market;

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

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

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• our history of operating losses;

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• our inability to successfully complete or manage strategic restructuring;

• unfavorable global economic or political conditions, including the ongoing conflict between Russia and Ukraine, and Israel and Hamas;

• unfavorable global economic or political conditions, including the ongoing conflict between Russia and Ukraine, and Israel and Hamas, and broader instability in the Middle East, which may disrupt global freight routes and supply chains;

• war, terrorism, other acts of violence, or potential effects of future pandemics;

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• our ability to ship and transport components and final products efficiently and economically across long distances and borders;

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• compliance with export control laws;

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We have not complied with certain covenants, minimum liquidity, and borrowing base requirements under the Credit Agreement and this could cause us to be unable to continue to operate as a going concern.

As of December 31, 2024, we owed $37.6 million to the Lender under our Credit Agreement.

As previously discussed, we have been unable to comply with certain covenants under our Credit Agreement with the Lender.

Although, to date, we have been successful in obtaining waivers with respect to these matters and avoid defaults under the agreement, there can be no assurance that the lender will not declare an event of default and accelerate 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.

Most recently, we were not in compliance with (i) the Senior Leverage Ratio financial covenant under the Credit Agreement at December 31, 2024, and believe we will not be in compliance with this covenant at March 31, 2025 and (ii) our borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2024 and February 28, 2025.

Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past 15 months, our current forecast projects that we may not be able to maintain compliance with this ratio.

These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

As of December 31, 2025, we owed approximately $32.2 million to the lender under our Credit Agreement.

During 2024 and 2025, we did not comply with certain financial covenants, minimum liquidity requirements, and borrowing base requirements under the Credit Agreement.

Although we have obtained waivers and amendments from the lender with respect to these instances of noncompliance, there can be no assurance that we will be able to maintain compliance with the Credit Agreement in the future or that additional waivers or amendments will be available on acceptable terms or at all.

We were in compliance with the borrowing base requirements under the Credit Agreement for the period ended December 31, 2025.

On December 18, 2025, the Company entered into the Eleventh Amendment to the Credit Agreement, which eliminated the Senior Leverage Ratio covenant and replaced it with a Minimum Consolidated Adjusted EBITDA covenant, commencing with the period ending March 31, 2026.

These conditions, together with our historical operating losses and liquidity constraints, raise substantial doubt about our ability to continue as a going concern for a period of one year following the issuance of these financial statements.

Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows from operations, obtain additional waivers or other relief under the Credit Agreement for any future covenant or borrowing base noncompliance, or refinance our indebtedness with the existing lender or a new lender.

If the lender were to refuse to grant future waivers or declare an event of default, the lender could accelerate the maturity of our obligations under the Credit Agreement.

In the event of an acceleration, we would be required to refinance our indebtedness or obtain additional capital, which we may not be able to do on acceptable terms, on a timely basis, or at all.

Our ability to refinance existing debt or raise additional capital is dependent on market conditions and other factors beyond our control.

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If we were required to pursue refinancing or capital raising in response to an imminent or declared default, we could be forced to do so on an expedited basis, which could further limit available options and adversely affect the terms of any such transaction.

If we are unable to successfully execute one or more of the foregoing plans, our business, financial condition, and results of operations could be materially adversely affected, and we may be required to significantly curtail or cease operations.

In view of these matters, continuation as a going concern is dependent upon our ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, borrowing base requirements, or any other covenants or requirements under the Credit Agreement, or refinance our Credit Agreement with a different lender.

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There can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, or on a timely basis, or at all.

Furthermore, if we were attempting to refinance our obligations or raise capital in response to an imminent or declared acceleration and default, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance

or obtain capital.

In the event we fail in any of the efforts described in the preceding sentences, our business may materially suffer or even cease operations.

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While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection for this risk.

If the holders of our Series B Preferred Stock or Series C Preferred Stock were to redeem their shares, we may not be able to pay the redemption price.

On September 25, 2020, we issued 1,586,620 shares of Series B Preferred Stock and 1,320,850 shares of Series C Preferred Stock.

To the extent not previously converted into our Class A common stock, the outstanding shares of Series B Preferred Stock and Series C Preferred Stock were redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 and January 1, 2026 respectively, upon 30 days prior written notice from the holders, for a redemption price, payable in cash, of $10.00 per share being redeemed plus all accrued and unpaid dividends on such redeemed shares.

If all unconverted shares of Series B Preferred Stock were redeemed on December 31, 2024, the total amount payable by us would be $15.9 million.

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

Each Amendment was approved by the holders of a majority of the outstanding shares of Series B Preferred Stock or Series C Preferred Stock, as applicable, in accordance with the applicable Certificate of Designation.

Pursuant to the Amendments, neither the Series B Preferred Stock nor the Series C Preferred Stock shall be convertible into Class A Common Stock until the earlier of (1) the effectiveness of an amendment to the articles of incorporation of the Company increasing the number of shares of authorized Class A Common Stock to at least 25,000,000 shares (subject to adjustments as set forth therein) and (2) August 19, 2025.

If the holders of Series B Preferred Stock were to give notice of redemption, there is no guarantee that we would be able to satisfy the redemption price.

Assuming it were unable to, we might have to seek additional capital (including

through the incurrence of additional indebtedness, issuance of securities or sale of assets outside the ordinary course).

There is no guarantee that we would be able to obtain such additional capital on acceptable terms, or at all.

Moreover, redemption of the Series B Preferred Stock might cause a default under the Credit Agreement, and efforts to satisfy it might be effectively prohibited by covenants under the Credit Agreement.

Our failure to be able to timely satisfy any redemption of the Series B Preferred Stock, and other follow-on consequences of such failure, could materially negative affect us, including jeopardizing our ability to continue as a going concern.

As noted above, our Series C Preferred Stock is subject to redemption by the holder starting January 1, 2026, so it is possible the risk of a non-payable redemption price could increase in the future.

If all unconverted shares of Series C Preferred Stock were redeemed on December 31, 2024, the total amount payable by us would be $13.2 million.

Our ability to raise additional capital may be limited by various factors, including doubts as to our ability to continue as a going concern, our substantial indebtedness, the terms of our preferred stock, and warrants and potentially limited availability of shares of Class A common stock under our charter.

In order to continue to operate our business, we expect to need to raise additional capital, whether to refinance our outstanding indebtedness, satisfy redemption demands by the holders of our Series B or C Preferred Stock or to fund working capital needs.

In order to continue to operate our business, we expect to need to raise additional capital, whether to refinance our outstanding indebtedness or to fund working capital needs.

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Our ability to raise additional capital is based upon equity and credit markets and economic forces that are outside of our control.

Because of doubts about our ability to continue as a going concern, our substantial indebtedness and our potential redemption obligations to holders of preferred stock, there can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, or at all.

Furthermore, if we were attempting to refinance our obligations or raise capital in response to an imminent or declared acceleration and default on our indebtedness or to satisfy preferred stock redemption demands, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital.

Because of doubts about our ability to continue as a going concern, our substantial indebtedness, there can be no assurance that we will be successful in refinancing our debt or raising additional capit al, whether on acceptable terms, or at all.

Furthermore, if we were attempting to refinance our obligations or raise capital in response to an imminent or declared acceleration and default on our indebtedness, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital.

Certain terms of the warrant we issued to the lender under our credit agreement may discourage potential equity investors.

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The warrant was originally exercisable for 8,514 shares of Class A common stock at $480.00 per share.

Pursuant to the terms of the warrant, based on the Class A common stock price on March 31, 2022, the exercise price per share and shares issuable under the warrant adjusted to $47.60 and 85,853, respectively.

Furthermore, under the terms of the warrant, certain subsequent equity issuances at a price per share less than then-effective exercise price per share under the warrant triggers additional adjustments of the exercise price and shares subject to exercise.

Pursuant to the terms of the warrant, based on the Class A common stock price on March 31, 2022, the exercise price per share and shares issuable under the warrant were adjusted to $285.60 and 14,309, respectively.

Furthermore, under the terms of the warrant, certain subsequent equity issuances at a price per share less than then-effective exercise price per share under the warrant trigger additional adjustments of the exercise price and shares subject to exercise.

Pursuant to such adjustments features, an equity issuance in 2022 caused the exercise price per share and shares issuable under the warrant to adjust to $264.00 and 15,480, respectively.

Following the Company's equity issuance in February 2025, the exercise price per share and shares issuable under the warrant adjusted to $19.39 and 210,723, respectively.

Following our equity issuance in February 2025, the exercise price per share and shares issuable under the warrant were adjusted to $116.34 and 35,121, respectively.

In September 2025, we entered into a Securities Purchase Agreement with certain institutional accredited investors, and the exercise price per share and shares issuable under the warrant were adjusted to $90.66 and 45,077 shares, respectively.

In October 2025, all outstanding shares of the Series B and Series C convertible preferred stock were converted into shares of the Class A common stock.

The exercise price per share was adjusted to $87.48 per share, and the number of shares issuable upon exercise increased to 46,704 shares.

Future equity issuances at a price per share less than $116.34 that are not exempt from the adjustment feature would trigger further adjustments.

These features may discourage future equity investors, thus potentially further hampering our capital raising efforts.

In addition, following a private placement offering in February 2025, which included the issuance of 1,323,000 common warrant shares, our number of authorized but unissued shares of Class A common stock remaining under our articles of incorporation would not be sufficient to issue shares should all of the common warrants be exercised.

The Company intends to request shareholder approval to increase the number of Class A common shares authorized in 2025;

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

In an effort to maintain our Class A common stock's listing with Nasdaq, on February 14, 2025, we conducted a reverse stock split at a ratio of 1-for-5 that also split the authorized but unissued shares, which further exacerbated problems caused by our limited share availability.

Furthermore, while we currently intend to seek approval for an amendment to our articles of incorporation at our 2025 annual meeting of stockholders to increase the number of authorized shares of our Class A common stock, we may not be successful in obtaining the approval of the Company’s stockholders to increase that amount.

Consequently, the Company may be limited in its ability to raise additional capital through sales of Class A common stock or securities convertible or exercisable into Class A common stock.

In addition, following a private placement offering in February 2025, which included the issuance of 1,323,000 common warrant shares, the number of authorized but unissued shares of Class A common stock remaining under our articles of incorporation would not be sufficient to issue shares should all of the common warrants be exercised.

On February 20, 2025, the Company filed with the Secretary of State of the State of Nevada amendments to increase the number of authorized shares of Class A common stock to at least 25,000,000 shares.

In an effort to maintain the listing of the Company’s Class A common stock on the Nasdaq Capital Market, during 2025, the Company effected two reverse stock splits of its Class A common stock.

On February 14, 2025, the Company effected a 1-for-5 reverse stock split of its authorized, issued and outstanding shares of Class A common stock.

Subsequently, on December 22, 2025, the Company effected an additional 1-for-6 reverse stock split of its issued and outstanding shares of Class A common stock pursuant to a Certificate of Change filed with the Secretary of State of the State of Nevada on December 16, 2025.

As a result of these reverse stock splits and the resulting reduction in the number of authorized but unissued shares of Class A common stock, the Company’s ability to raise additional capital through the issuance of Class A common stock or securities convertible into or exercisable for Class A common stock has been significantly constrained.

In the event we are unable to raise capital in the future in sufficient amounts, on a timely basis or on acceptable terms, our business may materially suffer or even cease operations.

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If we are not able to increase revenue and reduce our costs or otherwise improve our margins, we may not be able to achieve profitability in future periods and our business, financial condition, results of operations, and cash flows may be adversely affected.

Unfavorable global economic or political conditions, including the ongoing conflicts between Russia and Ukraine, and Israel and Hamas may adversely affect our business, financial condition, or results of operations .

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Unfavorable global economic or political conditions, including the ongoing and widespread conflicts, may adversely affect our business, financial condition, or results of operations .

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets.

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Increased or new restrictions on international trade, such as tariffs, can adversely affect the Company’s operations and supply chain and limit the Company’s ability to offer and sell its products and services to customers.

and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflict between Russia and Ukraine.

On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops began.

Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has led to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain disruptions.

While neither Ukraine nor Russia is a key supplier of ours, the scope, intensity, duration and outcome of the ongoing war is uncertain and its continuation or escalation could have a material adverse effect on our business due to the general impact on the global supply chain and prices of certain commodities.

While we presently have no business or direct trade relationships with entities located in Russia or Ukraine, the ongoing conflict between Russia and Ukraine could potentially cause supply chain disruptions that could disrupt our business should any of our end-suppliers rely on supplies, products or shipments from those regions.

In response to the war, the United States, other North Atlantic Treaty Organization (“NATO”) member states, as well as non-member states, have announced targeted economic sanctions on Russia, certain Russian citizens and enterprises.

Any continuation or escalation of the war may trigger a series of additional economic and other sanctions.

Certain companies have experienced negative reactions from their investors, employees, customers, or other stakeholders as a result of their action or inaction related to the war between Russia and Ukraine.

We continue to monitor the reactions of our investors, employees, customers and other stakeholders and, as of the date of this report, have neither experienced any material adverse financial impacts nor suffered from the loss of key customers or employees.

Further, in October 2023, a military conflict commenced between Israel and Hamas.

and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflicts across multiple regions.

It is not possible to predict the broader or longer-term consequences of these conflicts, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets.

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While currently the countries involved in these conflicts do not constitute a portion of our business, a significant escalation or expansion of economic disruption or the conflicts’ current scope could have a material adverse effect on our results of operations.

In addition, the risk of cybersecurity incidents has increased in connection with the ongoing war, driven by justifications such as retaliation for the sanctions imposed in conjunction with the war, or in response to certain companies’ continued operations in Russia.

For example, the war has been accompanied by cyberattacks against the Ukrainian government and other countries in the region.

It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations and could increase the frequency and severity of cyber-based attacks against our information technology systems.

While we have taken actions to

mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war or cyberattacks against U.S.

While we have taken actions to mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war or cyberattacks against U.S.

companies in retaliation for U.S.

sanctions against Russia or U.S.

support of Ukraine, could also adversely affect our operations.

sanctions against certain regions or U.S.

support of certain regions could also adversely affect our operations.

We insure ourselves against many types of risks;

however, while this insurance may mitigate certain of the risks associated with general market disruptions, including the risk related to the banking system and the ongoing war in Ukraine, our level of insurance may not cover all losses we could incur.

however, while this insurance may mitigate certain of the risks associated with general market disruptions, including the risk related to the banking system and the ongoing war across the globe, our level of insurance may not cover all losses we could incur.

The potential effects of these conditions could have a material adverse effect on our business, results of operations and financial condition.

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These events also pose significant risks to our personnel and to physical facilities, transportation, and operations, which could materially adversely affect our financial results.

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With any such future events or circumstances, there may be a risk related to modification of the traditional classroom setting, similar to what occurred during 2020 to 2021 during the COVID-19 pandemic, when many classrooms were all virtual, that may result in reduced demand for our classroom solutions, including reduced demand for our interactive displays due to extended or indefinite distance and digital learning.

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Changes in U.S.

administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreements and any resulting changes in international trade relations, such as trade wars, may have a material adverse impact on impact on our business, results of operations, or financial condition.

administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreements, and any resulting changes in international trade relations, such as trade wars, may have a material adverse impact on our business, results of operations, or financial condition.

In January 2025, the global tariff landscape began to quickly change with the U.S.

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In addition, we acquire certain products from OEMs that are manufactured in countries that may be subject to new or increased tariffs, including China.

In addition, tariffs could increase the costs of components for note which products that we sell and have the potential to disrupt existing supply chains.

In addition, tariffs could increase the costs of components for those products that we sell and have the potential to disrupt existing supply chains.

An increase in the costs of the goods that we sell could make them less affordable for customers, which would negatively impact customer demand and have a material adverse impact on our business, results of operations, or financial condition.

It is uncertain whether our OEMs in those countries will pass through increased costs to us, which

would result in a negative impact on our business, results of operations, or financial conditions.

It is uncertain whether our OEMs in those countries will pass through increased costs to us, which would result in a negative impact on our business, results of operations, or financial conditions.

It is impossible to predict with any certainty the effects that any new tariffs may ultimately have on our industry or our financial condition.

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Our revenues and operating results normally fluctuate as a result of seasonal variations in our business, driven largely by the purchasing cycles of the educational market.

Traditionally, the bulk of expenditures by school districts occur in the second and third calendar quarters after receipt of budget allocations.

Traditionally, the bulk of expenditures by school districts occurs in the second and third calendar quarters after receipt of budget allocations.

We expect quarterly fluctuations in our revenues and operating results to continue.

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• the timing of payment on payables and accrued liabilities.

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If we are unable to manage fluctuations in cash flow, our business, operating results and financial condition may be materially adversely affected.

For example, we may be unable to make required interest payments on our indebtedness.

For example, we may be unable to make the required interest payments on our indebtedness.

We operate in a highly competitive industry.

We are engaged in the interactive education industry.

We face substantial competition from developers, manufacturers and distributors of interactive learning products and solutions, including interactive flat-panel displays, interactive whiteboards and micro-computer data logging products and any new product we may offer in the future.

The industry is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive flat-panel displays, interactive whiteboards, and micro-computer-based logging technologies and combinations of them.

We face substantial competition from developers, manufacturers, and distributors of interactive learning products and solutions, including interactive flat-panel displays, interactive whiteboards, micro-computer data logging products, and any new product we may offer in the future.

The industry is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of interactive flat-panel displays, interactive whiteboards, micro-computer-based logging technologies, and combinations of them.

We face increased competition from companies with strong positions in certain markets we serve, and in new markets and regions we may enter.

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Competitors may be able to respond to new or emerging technologies and changes in customer requirements more effectively and faster than we can or devote greater resources to the development, promotion, and sale of products than we can.

Current and potential competitors may establish cooperative relationships among themselves or with third parties,

including through mergers or acquisitions, to increase the ability of their products to address the needs of customers.

Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the ability of their products to address the needs of customers.

If these interactive display competitors or other substitute or alternative technology competitors acquire significantly increased market share, it could have a material adverse effect on our business, financial condition, or results of operations.

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It is characterized by rapid technological change and frequent new product introductions, many of which may compete with, be considered as alternatives to or replace our interactive displays.

For example, significant sales of tablet computers by competitors to school districts in the U.S.

whose technology budgets could otherwise have been used to purchase interactive displays continue to increase.

For example, significant sales of tablet computers by competitors to school districts in the U.S., whose technology budgets could otherwise have been used to purchase interactive displays, continue to increase.

Accordingly, our future success will depend upon our ability to enhance our products and to develop, introduce, and sell new technologies and products offering enhanced performance and functionality at competitive prices and in a timely manner.

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If we are unsuccessful in selling the new products that we develop and introduce, or any future products that we may develop, we may carry obsolete inventory and have reduced available working capital for the development of other new technologies and products.

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If we are unable, for any reason, to enhance, develop, introduce, and sell new products in a timely manner, or at all, in response to changing market conditions or customer requirements or otherwise, our business will be harmed.

We may not be successful in our strategy to increase sales in the business and government market.

We may not be successful in our strategy to increase sales in the business and government markets.

The majority of our revenue has been derived from sales to the education market.

Our business strategy contemplates expanding our sales in both the education market as well as the business and government training sectors.

However, to date, there has been limited adoption of interactive displays and collaboration solutions in the business and government market, and these solutions may fail to achieve wide acceptance in this market.

However, to date, there has been limited adoption of interactive displays and collaboration solutions in the business and government markets, and these solutions may fail to achieve wide acceptance in this market.

Successful expansion into the business and government markets will require us to augment and develop new distribution and reseller relationships, and we may not be successful in developing those relationships.

In addition, widespread acceptance of our interactive solutions may not occur due to lack of familiarity with how our products work, the perception that our products are difficult to use and a lack of appreciation of the contribution they can make in the business and government markets.

In addition, widespread acceptance of our interactive solutions may not occur due to a lack of familiarity with how our products work, the perception that our products are difficult to use and a lack of appreciation of the contribution they can make in the business and government markets.

In addition, the Boxlight brands are less recognized in these markets as compared to the education market.

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As a result of market saturation, our future sales of interactive displays in developed markets may slow or decrease.

As a result of the high levels of penetration in developed markets, the education market for interactive displays in the U.S., U.K.

and Australia may have reached saturation levels.

As a result of the high levels of penetration in developed markets, the education market for interactive displays in the U.S., U.K., and Australia may have reached saturation levels.

Future sales growth in those markets and other developed markets with similar penetration levels may, as a result, be difficult to achieve, and our sales of interactive displays may decline in those countries.

in other underserved markets, such as Africa, Latin America, and Asia, sales in the business and government market or otherwise, our business, financial condition and results of operations may be materially adversely affected.

If we are unable to replace the revenue and earnings, we have historically derived from sales of interactive displays to the education market in these developed markets, whether through sales of additional products, sales in other underserved markets, such as Africa, Latin America, and Asia, sales in the business and government market or otherwise, our business, financial condition and results of operations may be materially adversely affected.

We face significant challenges growing our sales in foreign markets.

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We are unable to control broadband penetration rates, and, to the extent that broadband growth in emerging markets slows, our growth in international markets could be hindered.

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In addition, we will face lengthy and unpredictable sales cycles in foreign markets, particularly in countries with centralized decision-making.

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If we are unable to overcome these challenges, the growth of our sales in these markets would be adversely affected, and we may incur unrecovered marketing costs, impairing our profitability.

Our suppliers may not be able to always supply components or products to us on a timely basis and on favorable terms, and as a result, our dependency on third-party suppliers has adversely affected our revenue and may continue to do so.

Our suppliers may not always be able to supply components or products to us on a timely basis and on favorable terms, and as a result, our dependency on third-party suppliers has adversely affected our revenue and may continue to do so.

We do not manufacture any of the products we sell and distribute and, therefore, rely on our suppliers for all products and components and depend on obtaining adequate supplies of quality components on a timely basis with favorable terms.

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We rely on highly skilled personnel, and if we are unable to attract, retain, or motivate qualified personnel, we may not be able to operate our business effectively.

Our success depends in large part on continued employment of senior management and key personnel who can effectively operate our business, as well as our ability to attract and retain skilled employees.

Our success depends in large part on the continued employment of senior management and key personnel who can effectively operate our business, as well as our ability to attract and retain skilled employees.

Competition for highly skilled management, technical, research and development, and other employees is intense in the high-technology industry, and we may not be able to attract or retain highly qualified personnel in the future.

In making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity awards they would receive in

connection with their employment.

In making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity awards they would receive in connection with their employment.

Our long-term incentive programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel.

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We will need to continue to hire additional personnel as our business grows.

A shortage in the number of people with these skills or our failure to attract them to our Company could impede our ability to increase revenues from our existing products and services, ensure full compliance with federal and state regulations, or launch new product offerings and would have an adverse effect on our business and financial results.

A shortage in the number of people with these skills or our failure to attract them to our Company could impede our ability to increase revenues from our existing products and services, ensure full compliance with federal and state regulations, or launch new product offerings would have an adverse effect on our business and financial results.

We may have difficulty in entering into and maintaining strategic alliances with third parties.

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We continue to position our organization for future growth through the alignment of our brand strategy.

Based on the long-term outlook of the industry, we believe our recent initiatives to streamline our brands and unify our go-to-market message will position the Company for further success.

Based on the long-term outlook of the industry, we believe our recent initiatives to streamline our brands and unify our go-to-market

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message will position the Company for further success.

However, changes to our brand strategy could negatively impact future revenues if not completed successfully.

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In addition, we provide confidential and proprietary information to our third-party business partners in certain cases where doing so is necessary to conduct our business.

While we obtain assurances from those parties that they have systems and processes in place to protect such data, and where applicable, that they will take steps to assure the protections of such data by third parties, nonetheless those partners may also be subject to data intrusion or otherwise compromise the protection of such data.

While we obtain assurances from those parties that they have systems and processes in place to protect such data, and where applicable, that they will take steps to assure the protection of such data by third parties, nonetheless those partners may also be subject to data intrusion or otherwise compromise the protection of such data.

Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material.

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We also may not achieve the benefits that we anticipate from any new system or technology, such as fuel abatement technologies, and a failure to do so could result in higher than anticipated costs or could impair our operating results.

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An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or reputation.

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The extensive information security and cybersecurity threats, which affect companies globally, pose a risk to the security and availability of these IT systems and networks, and the confidentiality, integrity, and availability of the Company’s sensitive data.

The Company continually assesses these threats and makes investments to increase internal protection, detection and response capabilities, as well as ensure the Company’s third-party providers have required capabilities and controls to address these risks.

To date, the Company has not experienced any material impact to the business or operations resulting from information or cybersecurity attacks;

The Company continually assesses these threats and makes investments to increase internal protection, detection, and response capabilities, as well as ensure the Company’s third-party providers have the required capabilities and controls to address these risks.

To date, the Company has not experienced any material impact on the business or operations resulting from information or cybersecurity attacks;

however, because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks, there is the potential for the Company to be adversely impacted.

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We have committed, and may continue to commit, significant resources to our international operations and sales and marketing activities.

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Our significant foreign operations subject us to several risks related to these international business activities that may increase costs, lengthen sales cycles, and require significant management attention.

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Such increases could harm our competitive position and could have a material adverse effect on our business.

The laws governing customs and tariffs in many countries are complex and often include substantial penalties for non-compliance.

The laws governing customs and tariffs in many countries are complex and often

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include substantial penalties for non-compliance.

Disputes may arise and could subject us to material liabilities and have a material adverse effect on our business.

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To the extent the U.S.

dollar strengthens or weakens against the certain foreign currencies then the translation of foreign currency denominated transactions will result in a change to reported revenue, operating expenses and net income for subsidiary operations.

dollar strengthens or weakens against certain foreign currencies then the translation of foreign currency denominated transactions will result in a change to reported revenue, operating expenses, and net income for subsidiary operations.

We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future.

The availability and effectiveness of any hedging transaction may be limited, and we may not be able to successfully hedge fully our exchange rate risks.

The availability and effectiveness of any hedging transaction may be limited, and we may not be able to successfully hedge our exchange rate risks fully.

We monitor our foreign exchange exposures, and these activities mitigate, but do not eliminate, our exposure to exchange rate fluctuations.

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We may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.

Our commercial success depends to a significant degree upon our ability to develop new or improved technologies and products, and to obtain patents or other intellectual property rights or statutory protection for these technologies and products in the United States and other countries.

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products in the United States and other countries.

We will seek to patent concepts, components, processes, designs, and methods, and other inventions and technologies that we consider have commercial value or that will likely give us a technological advantage.

Boxlight own rights in patents and patent applications for technologies relating to interactive displays and other complementary products in the United States and other countries such as Germany, Mexico, Israel, Japan, Taiwan and China.

Boxlight owns rights in patents and patent applications for technologies relating to interactive displays and other complementary products in the United States and other countries such as Germany, Mexico, Israel, Japan, Taiwan, and China.

Despite devoting resources to the research and development of proprietary technology, we may not be able to develop technology that is patentable or protectable.

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• subject us to significant liabilities and damages;

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• require us to enter into royalty or licensing agreements;

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Also, third parties may make infringement claims against us that relate to technology developed and owned by one of our suppliers for which our suppliers may or may not indemnify us.

Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its

contractual obligations and determining the extent of such obligations could require additional litigation.

Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations and determining the extent of such obligations could require additional litigation.

Claims of intellectual property infringement against us or our suppliers might require us to redesign our products, enter into costly settlements or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling our products or services.

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We may not be able to maintain a listing of our Class A common stock on Nasdaq.

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

On February 28, 2024, we received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”), notifying us that, based upon the closing bid price of our Class A common stock for the previous 30 consecutive business days, we no longer met the requirements of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until August 26, 2024, to regain compliance with the Bid Price Rule.

On August 27, 2024, Nasdaq advised us in writing that, while we had not regained compliance with the Bid Price Rule, we had been granted an additional 180 calendar day extension, or until February 24, 2025 (the “Second Deadline”), to regain compliance with the Bid Price Rule.

We effected a reverse stock split of our authorized, issued and outstanding shares of Class A common stock, at a ratio of 1-for-5 (the “2025 Reverse Stock Split”).

The 2025 Reverse Stock Split became effective at 5:01 p.m., Eastern Time, on February 14, 2025, with the Class A common stock trading on Nasdaq on a reverse split-adjusted basis under our existing trading symbol “BOXL” at the market open on February 18, 2025.

We effectuated the Reverse Stock Split to raise the per share bid price of our Class A Common Stock above $1.00 per share in an effort to regain compliance with the Bid Price Rule.

We were eligible to regain compliance with the Bid Price Rule if our Class A Common Stock traded at or above $1.00 for a minimum of 10 consecutive trading days on or before the Second Deadline.

On February 25, 2025, the Staff of Nasdaq notified us in writing that we had not regained compliance with Nasdaq Listing Rule 5550(a)(2) by the Second Deadline, and that trading in our Class A common stock would be suspended at the opening of business on March 4, 2025, and a Form 25-NSE would be filed with the Securities and Exchange Commission (the “SEC”) to remove our securities from listing and registration on Nasdaq.

However, as of close of market on March 3, 2025, our Class A Common Stock had traded above $1.00 for 10 consecutive trading days, and, as a result, Nasdaq notified us in writing that the Staff had determined that we had regained compliance with the Bid Price Rule, and that suspension of trading in, and delisting of, our stock had been cancelled.

Accordingly, we regained compliance with the Bid Price Rule and continued trading on Nasdaq under our existing trading symbol “BOXL” at the market open on March 4, 2025.

While the Company has regained compliance with the Bid Price Rule, there can be no assurance that the Company will maintain compliance with the Bid Price Rule, or the other continued listing requirements of Nasdaq, in the future.

In addition, in accordance with Nasdaq Listing Rule 5810(c)(3)(A)(iv), if our stock price were to decline below $1.00 per share in the twelve months following our reverse stock split on February 14, 2025, we would not be eligible for any compliance period and the Nasdaq Listing Qualifications Department will issue a Staff Delisting Determination.

In addition, our Board may determine in the future that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.

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

From time to time, the Company has been out of compliance with Nasdaq’s listing standards.

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On April 7, 2025, the Company received a letter from Nasdaq notifying the Company that it did not satisfy the continued listing requirements under Nasdaq Listing Rule 5550(b), specifically the requirements that listed companies maintain stockholders’ equity of at least $2.5 million.

The Company subsequently submitted a compliance plan to Nasdaq and took steps to remedy the noncompliance, which resulted in Nasdaq confirming on October 8, 2025, that the Company was in compliance with the stockholders’ equity rule.

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

The Company also previously reported, due to director resignations, noncompliance with Nasdaq Rule 5605(c)(2)(A), which requires, among other things, that audit committees have at least three members, of which at least one member have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication.

The resignations also resulted in the Company not being in compliance with Nasdaq Rule 5605(b)(1), which requires that a majority of the board of directors must be comprised of independent directors as defined in Nasdaq listing standards.

The Company was subsequently able to regain compliance with these requirements through the election of new directors, as confirmed by Nasdaq on October 8, 2025.

In addition, the Company has previously not been compliant with Nasdaq Listing Rule 5550(a)(2), which requires that listed companies maintain a minimum closing bid price.

The Company resolved that issue with a reverse stock split of its authorized, issued, and outstanding shares of Class A common stock, at a ratio of 1-for-5 which became effective on February 14, 2025.

Subsequently, on December 22, 2025, the Company effected another reverse stock split of its authorized, issued, and outstanding shares of Class A common stock, at a ratio of 1-for-6, in order to increase the per-share trading price of its Class A common stock.

While the Company has resolved prior instances of Nasdaq listing noncompliance, and the Company believes, as of the date hereof, that it is in compliance with Nasdaq’s listing standards, the Company’s history of noncompliance could suggest that further incidents of noncompliance could occur in the future.

A delisting of our Class A common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our Class A common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Class A common stock.

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From time to time, we may seek additional equity or debt financing to finance working capital requirements, continue our expansion, develop new products, or make acquisitions or other investments.

Most recently, on February 19, 2025, we sold, in a private placement, an aggregate of (i) 260,000 shares of Class A common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,063,000 shares of Class A common stock, and (iii) warrants to purchase up to an aggregate of 1,323,000 shares of Class A common stock.

Most recently, on February 19, 2025, we sold, in a private placement, an aggregate of (i) 43,333 shares of Class A common stock, (ii) prefunded warrants to purchase up to an aggregate of 177,167 shares of Class A common stock, and (iii) warrants to purchase up to an aggregate of 220,500 shares of Class A common stock.

In addition, if our business plans change, general economic, financial, or political conditions in our industry change, or other circumstances arise that have a material effect on our cash flow, the anticipated cash needs of our business, as well as our conclusions as to the adequacy of our available sources of capital, could change significantly.

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If financing is not available on satisfactory terms, or at all, we may be unable to expand our business or to develop new business at the rate desired and our results of operations may suffer.

In addition, we may from time to time raise capital through an “at the market” equity offering program (“ATM Program”), under which shares of our Class A common stock may be sold into the public market through designated sales agents.

Sales under an ATM Program, if any, may occur from time to time depending on market conditions and our capital needs.

Any sales of shares of our Class A common stock pursuant to an ATM Program could increase the number of shares of our Class A common stock outstanding and may result in dilution to our existing stockholders.

Moreover, the availability of shares for sale under an ATM Program, or the perception that such sales may occur, could adversely affect the market price of our Class A common stock.

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The market price of our Class A common stock may continue to be volatile, which could cause the value of our common stock to fluctuate and possibly decline significantly.

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administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreements, and any resulting changes in international trade relations, such as trade wars;

• changes in general conditions in the United States and global economies or financial markets, including both social and economic conditions resulting from any epidemcis, pandemics, or other health crises, and conflicts between Ukraine and Russia, and Israel and Hamas, war, incidents of terrorism, natural disasters, changing weather conditions or responses to such events;

• changes in general conditions in the United States and global economies or financial markets, including both social and economic conditions resulting from any epidemics, pandemics, or other health crises, and conflicts between Ukraine and Russia, and Israel and Hamas, war, incidents of terrorism, natural disasters, changing weather conditions, or responses to such events;

• continued decreases in government spending levels on education;

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These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance.

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In the past, following periods of market volatility, stockholders have instituted securities class action litigation.

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(i) 29,167 shares of Class A common stock, (ii) prefunded warrants to purchase up to an aggregate of 1,471 shares of Class A common stock, and (iii) common warrants to purchase up to an aggregate of 30,637 shares of Class A common stock.

In addition, following our reverse stock split at a ratio of 1-for-5, on February 19, 2025, we sold, in a private placement, an aggregate of (i) 260,000 shares of Class A common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,063,000 shares of Class A common stock, and (iii) common warrants to purchase up to an aggregate of 1,323,000 shares of Class A common stock.

In addition, following our reverse stock split at a ratio of 1-for-5, on February 19, 2025, we sold, in a private placement, an aggregate of (i) 43,333 shares of Class A common stock, (ii) prefunded warrants to purchase up to an aggregate of 177,167 shares of Class A common stock, and (iii) common warrants to purchase up to an aggregate of 220,500 shares of Class A common stock.

Certain provisions of our outstanding prefunded warrants and outstanding common warrants could make it more difficult or expensive for a third party to acquire us.

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Investors in our Class A common stock should not expect to receive dividend income on their investment, and investors will be dependent on the appreciation of our Class A common stock to earn a return on their investment.

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If securities or industry analysts do not publish research or reports about us, or if they adversely change their recommendations regarding our Class A common stock, then our stock price and trading volume could decline.

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If one or more analysts who elect to cover us adversely change their recommendations regarding our Class A common stock, our stock price could decline.

We may be exposed to risks relating to evaluations of controls required by Sarbanes-Oxley Act of 2002.

Pursuant to Sarbanes-Oxley Act of 2002, our management is required to report on the effectiveness of our internal control over financial reporting.

We may be exposed to risks relating to evaluations of controls required by the Sarbanes-Oxley Act of 2002.

Pursuant to the Sarbanes-Oxley Act of 2002, our management is required to report on the effectiveness of our internal control over financial reporting.

Although we prepare our financial statements in accordance with accounting principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities.

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We have identified control deficiencies that constituted a material weakness in our internal controls and procedures in the past and may experience a material weakness in future years.

If we fail to maintain

adequate internal controls, our financial statements may not accurately reflect our financial condition.

If we fail to maintain adequate internal controls, our financial statements may not accurately reflect our financial condition.

Any material misstatements could require a restatement of our consolidated financial statements, cause us to fail to meet our reporting obligations or cause investors to lose confidence in our reported financial information, leading to a decline in the market value of our securities.

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Financial institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience high volumes of borrowing requests from other borrowers within a short period of time.

In addition, the global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, inflationary pressure and interest rate changes and uncertainty about economic stability.

In addition, the global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, inflationary pressure, interest rate changes, and uncertainty about economic stability.

More recently, the closures of Silicon Valley Bank, Signature Bank, and First Republic Bank and their placement into receivership with the Federal Deposit Insurance Corporation (FDIC) created bank-specific and broader financial institution liquidity risk and concerns.

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If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly, and more dilutive.

Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon clinical development plans.

Failure to secure any necessary financing in a timely manner and

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on favorable terms could have a material adverse effect on our growth strategy, financial performance, and stock price and could require us to delay or abandon clinical development plans.

In addition, there is a risk that one or more of our current service providers, financial institutions, manufacturers, and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget.

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 1A. Risk Factors