What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-04-15 compared with 2025-03-28 · 577 added, 374 removed, 825 unchanged (54% of the section changed)

1 unchanged sentence

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID -677)

Consolidated Balance Sheets as of December 31, 2025 and 2024

3 unchanged sentences

Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

To the Shareholders, Board of Directors, and Audit Committee of Boxlight Corporation

To the Board of Directors and Stockholders

Boxlight Corporation

Atlanta, Georgia

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Boxlight Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Boxlight Corporation and Subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated statement of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

S ubstantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses and negative cash flows from operations, and may be unable to maintain compliance with financial covenants required by its credit agreement that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a

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whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Inventory

Critical Audit Matter Description

As disclosed in Notes 1 and 3 to the consolidated financial statements, the Company’s net inventory totaled approximately $34.5 million as of December 31, 2025.

Inventory is stated at the lower of cost or net realizable value and consists of spare parts and finished goods.

Inventory values are primarily determined using specific identification and the first-in, first-out (FIFO) cost methods.

Such costs include the direct cost from the Current Manufacturer (CM) or Original Equipment Manufacturer (OEM), plus material overhead related to the purchase, inbound freight and import duty costs.

The Company establishes reserves based on a review of several quantitative and qualitative factors, including current pricing levels, and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions.

The principal considerations for our determination that performing procedures relating to the accounting for the valuation of inventory is a critical audit matter are:

(i) the significant judgment by management in developing estimates for determining inventory write-downs for lower of cost or net realizable value and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the accuracy and valuation of inventory.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures performed to address this critical audit matter included the following:

• We obtained an understanding of the internal controls and processes in place related to the valuation of inventory.

• We tested the accuracy of the cost of inventory items, on a sample basis, by obtaining and inspecting third party invoices and other supporting documents.

• We evaluated the appropriateness of management’s analysis used to estimate the reserve for slow‑moving inventory, excess, and obsolete inventory including testing the completeness and accuracy of the underlying data used in the analysis.

• We tested a sample of inventory for lower of cost or net realizable value.

• We evaluated the reasonableness of the significant assumptions used by management related to annual inventory movement.

/s/ Cherry Bekaert LLP

We have served as the Company’s auditor since 2025.

Atlanta, Georgia

April 15, 2026

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Report of Independent Registered Public Accounting Firm

To the Stockholders, Board of Directors, and Audit Committee of Boxlight Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Boxlight Corporation (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited the adjustments to the 2024 financial statements to retrospectively apply the changes in the reporting of the Company’s December 2025 reverse stock split discussed in Note 1 to the financial statements.

In our opinion, such adjustments are appropriate and have been properly applied.

Going Concern

7 unchanged sentences

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the

critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter – Intangible Impairment Assessment

As described in Note 1, the Company reviews the carrying amounts of intangible assets for impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable.

The Company measures the recoverability of intangible assets by comparing the carrying amount of the asset group to the future undiscounted cash flows.

We identified the quantitative impairment test of intangibles as a critical audit matter.

The principal considerations for that determination included the audit effort, subjectivity, and judgment involved in assessing management’s impairment test of intangibles due to estimates that are sensitive to changes in assumptions such as expected future cash flows and long-term growth rates.

The primary procedures we performed to address this critical audit matter included:

• We obtained an understanding of management’s process for assessing triggering events for intangible impairment and performing the undiscounted cash flow impairment test, including management’s process for developing assumptions used determining forecasted cash flows.

• We evaluated management’s revenue growth rates, margins, and cash flows to current industry and economic trends, while also considering the current and future business, customer base, and product mix.

• We assessed management’s process for estimating revenue growth and margins by comparing past projections to actual performance.

• With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the model used and reasonableness of future net working capital assumptions.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Forvis Mazars, LLP

We have served as the Company’s auditor since 2018.

We served as the Company’s auditor from 2018 to 2025.

Atlanta, Georgia

March 28, 2025

March 28, 2025 (except as to the changes in the reporting of the Company’s December 2025 reverse stock split discussed in Note 1, as to which the date is April 15, 2026)

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Boxlight Corporation

13 unchanged sentences

Intangible assets, net of accumulated amortization 17,080 25,944

Deferred tax assets, net 1,472 —

Other assets 734 790

3 unchanged sentences

Accounts payable and accrued expenses $ 22,786 $ 24,176

Accounts payable and accrued expenses - related party 3,699 —

Short-term debt 1,274 37,148

2 unchanged sentences

Derivative liabilities 5 1

Derivative liabilities - related party 476 —

Other short-term liabilities 3,598 4,682

6 unchanged sentences

Total liabilities 96,288 99,692

Commitments and contingencies (Note 15)

Mezzanine equity:

Preferred Series B, 1,586,620 shares issued and outstanding

16,146 16,146

Preferred Series C, 1,320,850 shares issued and outstanding

12,363 12,363

Preferred Series B, 0 share issued and outstanding at December 31, 2025;

1,586,620 shares issued and outstanding at December 31, 2024

Preferred Series C, 0 share issued and outstanding at December 31, 2025;

1,320,850 shares issued and outstanding at December 31, 2024

Total mezzanine equity — 28,509

Stockholders’ equity:

Preferred stock, $ 0.0001 par value, 50,000,000 shares authorized;

Preferred Series A stock, $ 0.0001 par value, 50,000,000 shares authorized;

167,972 and 167,972 shares issued and outstanding, at December 31, 2025 and 2024, respectively

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

Preferred Series B stock, $ 0.0001 par value, 1,586,620 shares and 0 share issued and outstanding, at December 31, 2025 and 2024, respectively

Common stock, $ 0.0001 par value, 4,166,667 and 625,000 shares authorized;

1,370,010 and 328,436 Class A shares issued and outstanding at December 31, 2025 and 2024, respectively

2 unchanged sentences

Accumulated other comprehensive income 2,552 227

Total stockholders’ (deficit) equity ( 12,896 ) 16,751

Total stockholders’ equity (deficit) 1,255 ( 12,896 )

Total liabilities and stockholders’ equity $ 97,543 $ 115,305

See Accompanying Notes to Financial Statements.

See Accompanying Notes to Consolidated Financial Statements.

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Boxlight Corporation

6 unchanged sentences

Operating expense:

General and administrative expenses 62,285 61,252

General and administrative 35,454 41,756

Depreciation and amortization 10,280 20,529

Research and development 4,269 4,126

Impairment of goodwill — 25,195

Total operating expense 50,003 66,411

Loss from operations ( 16,374 ) ( 19,470 )

Other income (expense):

Other (expense) income:

Interest expense, net ( 10,032 ) ( 10,252 )

Other expense, net ( 727 ) ( 417 )

Other income (expense), net 1,075 ( 727 )

Loss on warrant issuance ( 578 ) —

Change in fair value of derivative liabilities ( 4 ) 205

Change in fair value of related party derivative liabilities ( 211 ) —

Change in fair value of common warrants 1,394 —

Total other expense ( 8,356 ) ( 10,774 )

Loss before income taxes ( 24,730 ) ( 30,244 )

Income tax benefit (expense) 1,909 ( 1,866 )

Income tax benefit 920 1,909

Net loss ( 23,810 ) ( 28,335 )

6 unchanged sentences

Total comprehensive loss $ ( 21,485 ) $ ( 29,409 )

Net loss per common share – basic and diluted - as adjusted $ ( 15.11 ) $ ( 21.38 )

Weighted average number of common shares outstanding – basic and diluted - as adjusted 1,959 1,891

See Accompanying Notes to Financial Statements.

Net loss per common share – basic and diluted $ ( 39.74 ) $ ( 90.69 )

Weighted average number of common shares outstanding – basic and diluted 631,091 326,439

See Accompanying Notes to Consolidated Financial Statements.

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Boxlight Corporation

2 unchanged sentences

(in thousands except share amounts)

Preferred Stock Series B

Preferred Stock Class A

3 unchanged sentences

Deficit Total

Shares Amount Shares Amount

Shares Amount Shares Amount Shares Amount

Balance, December 31, 2024 167,972 — — — 328,436 — 119,487 227 ( 132,610 ) ( 12,896 )

Adjustment to beginning balance — — — — ( 367 ) — — — — —

Balance, December 31, 2024 - as adjusted 167,972 — — — 328,069 — 119,487 227 ( 132,610 ) ( 12,896 )

Shares issued for:

Vesting of restricted stock units — — 29,715 — — — — —

Vesting of restricted share units — — — — 1,247 — ( 4 ) — — ( 4 )

Reverse stock split fractional adjustment — — — — - 137 — — — — —

Prefunded warrants exercised — — — — 177,167 — — — — —

Common warrants exercised — — — — 147,000 — 1,879 — — 1,879

February 2025 private placement — — — — 43,333 — 375 — — 375

September 2025 private placement — — — — 222,222 — 3,588 — — 3,588

Amendment of Series B preferred stock — — 1,586,620 — — — 16,146 — — 16,146

Conversion of Series C preferred stock — — — — 33,153 12,363 — — 12,363

ATM program — — — — 417,956 — 658 — — 658

Stock compensation — — — — — — 273 — — 273

Warrant reclassification from liabilities — — — — — — 1,627 — — 1,627

Foreign currency translation — — — — — — — 2,325 — 2,325

2 unchanged sentences

Balance, December 31, 2025 167,972 $ — 1,586,620 — 1,370,010 $ — $ 155,123 $ 2,552 $ ( 156,420 ) $ 1,255

See Accompanying Notes to Financial Statements.

See Accompanying Consolidated Notes to Financial Statements.

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Boxlight Corporation

Consolidated Statements of Changes in Stockholders’ Equity

For the Year Ended December 31, 2023 - as adjusted

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Year Ended December 31, 2024

(in thousands except share amounts)

Preferred Stock Series B

Preferred Stock Class A

4 unchanged sentences

Deficit Total

Shares Amount Shares Amount

Balance, December 31, 2022 167,972 $ — 1,867,918 $ — $ 117,850 $ ( 914 ) $ ( 65,043 ) $ 51,893

Cumulative effect of change in accounting principle, net of tax — — — — — — ( 76 ) ( 76 )

Shares Amount Shares Amount Shares Amount

Balance, December 31, 2023 - as adjusted 167,972 — — — 323,483 — 119,725 1,301 ( 104,275 ) 16,751

Shares issued for:

Stock options exercised — — 2,500 — 13 — — 13

Vesting of restricted stock units — — — — 4,953 — — — — —

Reverse stock split fractional adjustment — — 6,683 — — — — —

Stock compensation — — — — — — 1,031 — — 1,031

3 unchanged sentences

Balance, December 31, 2024 167,972 $ — — — 328,436 $ — $ 119,487 $ 227 $ ( 132,610 ) $ ( 12,896 )

See Accompanying Notes to Financial Statements.

See Accompanying Notes to Consolidated Financial Statements.

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Boxlight Corporation

12 unchanged sentences

Change in fair value of derivative liability 4 ( 205 )

Change in fair value of related party derivative liability 211 —

Change in fair value of common warrants ( 1,394 ) —

Stock compensation expense 269 1,389

Depreciation and amortization 10,280 20,529

Impairment of goodwill — 25,195

Loss on disposal of asset — 156

Loss on warrant issuance 578 —

Change in right of use assets and lease liabilities ( 344 ) ( 24 )

5 unchanged sentences

Accounts payable and accrued expenses ( 2,436 ) ( 8,488 )

Accounts payable and accrued expenses - related party 3,699 —

Other short-term liabilities ( 930 ) 1,849

1 unchanged sentence

Deferred revenues ( 1,167 ) ( 633 )

Net cash (used in) provided by operating activities $ ( 439 ) $ 11,581

Other liabilities 60 —

Net cash used in operating activities $ ( 3,335 ) $ ( 439 )

Cash flows from investing activities:

3 unchanged sentences

Proceeds from issuances of short-term debt 2,500 4,000

Proceeds from exercise of options and warrants — 13

Principal payments on long-term debt ( 5,553 ) ( 5,622 )

1 unchanged sentence

Payments of fixed dividends to Series B Preferred stockholders — ( 1,269 )

Net cash used in financing activities $ ( 7,140 ) $ ( 8,011 )

Proceeds from issuance of common stock and prefunded warrants, net of issuance costs 6,409 —

Proceeds from exercise of warrants 1,879 —

Proceeds from At-the-Market offering program 658 —

Net cash provided by (used in) financing activities $ 3,393 $ ( 7,140 )

Effect of foreign currency exchange rates 1,407 ( 1,161 )

Net (decrease) increase in cash and cash equivalents ( 9,246 ) 2,662

Cash and cash equivalents, beginning of the period 17,253 14,591

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

Net increase (decrease) in cash and cash equivalents 1,363 ( 9,246 )

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

Cash and cash equivalents, end of the year $ 9,370 $ 8,007

Supplemental cash flow disclosures:

3 unchanged sentences

Addition of operating lease liabilities $ 125 $ 681

See Accompanying Notes to Financial Statements.

Related party inventory financing $ 3,699 $ —

Reclassification of warrant liabilities $ 2,002 $ —

See Accompanying Notes to Consolidated Financial Statements.

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Notes to Consolidated Financial Statements

7 unchanged sentences

Intercompany transactions and account balances among all affiliated entities have been eliminated.

In the opinion of management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature and necessary for fair financial statement presentation.

The consolidated financial statements reflect all adjustments, which are normal and recurring in nature and necessary for fair financial statement presentation.

ESTIMATES AND ASSUMPTIONS

11 unchanged sentences

REVERSE STOCK SPLITS AND RECLASSIFICATIONS

In order to regain compliance with NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule"), on February 14, 2025, the Company effected a reverse stock split of the Company’s Class A common stock whereby each five shares of the Company’s authorized and outstanding Class A common stock was converted into one share of common stock.

In order to regain compliance with NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule") and to manage its continued listing on Nasdaq, during 2025 the Company effected two reverse stock splits of its Class A common stock.

On February 12, 2025, the Company filed a Certificate of Change with the Nevada Secretary of State to effect a 1-for-5 reverse stock split of its Class A common stock, which became effective on February 14, 2025.

On December 16, 2025, the Company filed an additional Certificate of Change with the Nevada Secretary of State to effect a 1-for-6 reverse stock splits of its Class A common stock, which became effective on December 22, 2025.

Following the February 2025 1-for-5 reverse stock split, the authorized shares for Class A common stock were adjusted to 3,750,000 , the authorized shares for Class B common stock remained at 50,000,000 shares, and the authorized shares of preferred stock remained unchanged at 50,000,000 shares.

The par value of the common stock was not adjusted.

Following the reverse split, the authorized shares for Class A common stock was adjusted to 3,750,000 , the authorized shares for Class B common stock remained at 50,000,000 shares, and the authorized shares of preferred stock remained unchanged at 50,000,000 shares.

All Class A common share and per share amounts for all periods presented in the consolidated financial statements and the notes to the consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in aggregate par value of Class A common stock to additional paid-in capital on the consolidated balance sheets of approximately $ 1 thousand.

The quantity of Class A common stock equivalents and the conversion and exercise ratios were adjusted for the effect of the reverse stock split for warrants, stock compensation arrangements, and the conversion features on preferred shares.

There are presently no shares of Class B common stock outstanding and none were outstanding as of December 31, 2024 and 2023.

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

On June 14, 2023, the Company effected a reverse stock split of the Company’s Class A common stock whereby each eight shares of the Company’s authorized and outstanding Class A common stock was converted into one share of common stock.

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.

Following the December 2025 1-for-6 reverse stock split, the authorized shares of Class A common stock were further adjusted to 4,166,667 shares, while the authorized shares of Class B common stock and preferred stock remained unchanged.

The par value of the common stock was not adjusted.

Following the reverse split, the authorized shares for Class A common stock was adjusted to 18,750,000 , the authorized shares for Class B common stock remained at 50,000,000 shares, and the authorized shares of preferred stock remained unchanged at 50,000,000 shares.

The quantity of Class A common stock equivalents and the conversion and exercise ratios were adjusted for the effect of the reverse stock split for warrants, stock compensation

arrangements, and the conversion features on preferred shares.

All of the agreements included existing conversion language in the event of a stock split and thus did not result in modification accounting or additional incremental expense as a result of this transaction.

The Company issued 6,683 shares of Class A common stock to adjust fractional shares following the reverse stock split to the nearest whole share.

Following the reverse splits, all Class A common share and per share amounts for all periods presented in the consolidated financial statements and the notes to the consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock splits.

The quantity of Class A common stock equivalents and the conversion and exercise ratios were adjusted for the effect of both reverse stock splits for warrants, stock compensation arrangements, and the conversion features on preferred shares.

In addition, effective October 1, 2025, the Company entered into an agreement with all holders of its Series B preferred stock and Series C preferred stock pursuant to which all outstanding shares of Series C preferred stock were converted into shares of Class A common stock.

In connection with the same agreement, the terms of the Series B preferred stock were amended to eliminate the holders’ rights to convert the Series B preferred stock into Class A common stock, the automatic conversion feature, and the holders’ redemption rights.

The agreement also provides for the application of a

portion of the net proceeds from certain future equity offerings toward the redemption or repurchase of the Series B preferred stock, subject to applicable limitations.

Following these transactions, the Series B preferred stock remained outstanding, and no shares of Series C preferred stock were outstanding as of December 31, 2025.

GOING CONCERN

The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business.

As described in Note 9, the Company was not in compliance with the Senior Leverage Ratio financial covenant under its Credit Agreement at December 31, 2023, June 30, 2024, September 30, 2024, and December 31, 2024.

Non-compliance was waived by the Agent and Lender under amendments to the Credit Agreement.

In addition, the Company was also not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024.

On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $ 2.5 million working capital bridge loan in March 2025 and (ii) waive any events of default that may have arisen directly as a result of (i) the Financial Covenant Event of Default (as defined in the Eighth Amendment) for the periods ended December 31, 2024 and March 31, 2025 and (ii) the Borrowing Base defaults described in the Eighth Amendment for the months ended December 31, 2024, January 31, 2025 and February 28, 2025.

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

In conjunction with obtaining the waiver, the Company must now also comply with the following covenants:

• Initiate recapitalization efforts and/or other financing arrangements with target completion milestones starting on March 21, 2025 through an expected completion of the recapitalization and/or repayment of the debt by June 16, 2025.

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

• Provide budgets to the lender with variances in excess of specified thresholds resulting in an event of default at the discretion of the lender.

The Company will also be required to meet with a financial advisor, as designated by the lender, if requested.

In addition, the amendment prohibits the Company from paying dividends or distributions to the preferred stockholders and reduces the borrowing base calculations by reducing the value assigned to its intellectual property to $ 11.2 million.

There can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to maintain full compliance with these covenants in the future.

Because of the significant decreases in the required Senior Leverage Ratio, the Company’s current forecast projects the Company may not be able to maintain compliance with this ratio.

In addition, the Company’s Term Loan, which has an outstanding balance of $ 37.6 million as of December 31, 2024, matures on December 31, 2025.

As of December 31, 2024, the Company reclassified all of its long-term debt to short-term debt due to its maturity date being within the next 12 months.

The Company is actively working to refinance its debt with new lenders, however there can be no assurance that these efforts will be successful prior to the maturity date at which time all amounts under the Term Loan will become due.

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

In view of the Term Loans being payable in full within the next twelve months and the required Senior Leverage Ratio, continuation as a going concern is dependent upon the Company’s 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, or refinance its Credit Agreement with a different lender on more favorable terms.

The Company is actively working to refinance its debt with new lenders.

While the Company has currently engaged financial advisors and is actively working to refinance its existing debt, it does not have written or executed agreements as of the issuance of this Form 10-K.

The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control.

We believe we have a good working relationship with our current lender.

However, there can be no assurance that the Company will be successful in refinancing its debt, on a timely basis, or on terms acceptable to the Company, or at all.

To the extent not converted into the Company’s Class A common stock, the outstanding shares of our Series B preferred stock became redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon, 30 days’ prior written notice to the Company, for a redemption price, payable in cash, equal to the sum of (a) ($ 10.00 ) multiplied by the number of shares of Series B preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares.

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

In addition, our Series C preferred stock will become redeemable at the option of the holders at any time or from time to time commencing on January 1, 2026 upon, 30 days’ prior written notice to the Company for a redemption price, payable in cash, equal to the sum of (a) ($ 10.00 ) multiplied by the number of shares of Series C preferred stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares.

If all unconverted shares of Series C Preferred Stock were redeemed, the total amount payable by the Company would be $ 13.2 million.

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

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

As a result of the aforementioned factors, cash and cash equivalents, along with anticipated cash flows from operations, may not provide sufficient liquidity for our working capital needs, debt service requirements or to maintain minimum liquidity requirements under our Credit Agreement.

These financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.

REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

During the fourth quarter of 2024, the Company determined that the prior year financial statements contained immaterial errors related to the classification of its rebate liability and sales return reserve.

Specifically, the Company notes that the rebate liability should be recorded as a reduction to revenue with an offset to other current liabilities in the Company’s consolidated balance sheets.

In addition, the Company notes that the offset to its sales return reserve balance should have been recorded as a refund liability included in other current liabilities in the Company’s consolidated balance sheets.

As a result, certain prior year amounts have been revised for consistency with the current presentation.

The Company has evaluated these corrections in accordance with Accounting Standards Codification ("ASC") Topic 250, Accounting Changes and Error Corrections, FASB Concepts Statement No.

2, Qualitative Characteristics of Accounting Information, and SAB No.

99- Materiality, and determined it was not necessary to amend its previously issued fiscal year consolidated financial statements upon overall considerations of both quantitative and qualitative factors.

The corrections had no impact on the fiscal year 2023 Statement of Operations and Comprehensive Loss or Statement of Changes in Stockholders’ Equity.

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

As reported Adjustments As revised

Accounts receivable – trade, net of allowances $ 29,523 $ 3,145 $ 32,668

Prepaid expenses and other current assets 9,471 57 9,528

Total assets 158,571 3,202 161,773

Other short-term liabilities 1,566 3,202 4,768

Total current liabilities 46,232 3,202 49,434

Total liabilities 113,311 3,202 116,513

Total stockholders’ (deficit) equity 158,571 3,202 161,773

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

December 31, 2023

As reported Adjustments As revised

Change in allowance for sales returns and volume rebate $ 1,356 $ 74 $ 1,430

Accounts receivable – trade 781 ( 18 ) 763

Prepaid expenses and other current assets

( 1,874 ) ( 56 ) ( 1,930 )

Historically, the Company has funded its operations through cash flows from operations, debt financing, and equity financing.

As of December 31, 2025, the Company had cash and cash equivalents of $ 9.4 million and working capital of $ 26.6 million.

The Company has incurred operating losses in recent periods, and as of December 31, 2025, had an accumulated deficit of $ 156.4 million.

The Company’s management has concluded as of December 31, 2025 that, due to uncertainties surrounding the Company’s ability to amend or refinance its current debt agreements and the uncertainty as to whether it will have sufficient liquidity to fund its business activities, substantial doubt exists as to its ability to continue as a going concern.

The Company’s plans to alleviate the substantial doubt about its ability to continue as a going concern may not be successful, and it may be forced to limit its business activities or be unable to continue as a going concern, which would have a material adverse effect on its results of operations and financial condition.

The consolidated financial statements included herein have been prepared assuming that the Company will continue as a going concern and contemplating the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

The Company’s ability to continue as a going concern is dependent on generating profitable operating results, having sufficient liquidity, and maintaining compliance with the covenants and other requirements under the Whitehawk Capital Partners Credit Agreement (the “Whitehawk Capital Partners Credit Agreement”).

The current Whitehawk Capital Partners Credit Agreement maturity date is April 1, 2027, as modified by the Eleventh Amendment to the Credit Agreement.

Additional information regarding the Eleventh Amendment to the Credit Agreement is included in Note 9 – Debt to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Based on the Company’s current forecasts, without additional financing, the Company anticipates that it will not have sufficient cash and cash equivalents to repay amounts due under the Whitehawk Capital Partners Credit Agreement at maturity on April 1, 2027.

Management plans to seek additional liquidity from other lenders and capital markets.

There can be no assurance that the Company’s management will be able to affect financing on acceptable terms or repay this outstanding indebtedness, when required, or if at all.

The consolidated financial statements included in this Form 10-K do not include any adjustments that might result from the outcome of the Company’s efforts to address these issues.

Furthermore, if the Company cannot raise capital on acceptable terms, it may not, among other things, be able to:

• Continue to expand the Company’s research and product investments and sales and marketing organization;

• Respond to competitive pressures or unanticipated working capital requirements.

COMPREHENSIVE LOSS

Comprehensive income (loss) reflects the change in equity during the year except those resulting from investments by and distributions to stockholders and is comprised of all components of net loss and foreign currency translation adjustments.

Comprehensive loss reflects the change in equity during the year except those resulting from investments by and distributions to stockholders and is comprised of all components of net loss and foreign currency translation adjustments.

FOREIGN CURRENCIES

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dollars at the average exchange rates for the year.

The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of equity (deficit).

The resulting translation

adjustments are included in accumulated other comprehensive income (loss), a separate component of equity (deficit).

Foreign exchange gains and losses arise from transactions denominated in currencies other than the functional currency.

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However, if the financial condition of our customers were to deteriorate, additional allowances might be required.

The Company also offers customers rights to return product and sales incentives, which primarily consist of volume rebates.

The Company also offers customers rights to return products and sales incentives, which primarily consist of volume rebates.

The Company’s terms for product returns and sales incentives generally do not exceed a year.

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There was no impairment recognized for 2025 and 2024.

Goodwill represents the cost in excess of the fair value of the net tangible and intangible assets of acquired businesses, and represents implied synergies expected of the completed business combinations.

Most goodwill is not deductible for tax purposes.

In analyzing goodwill for potential impairment in the quantitative impairment test, the Company uses a combination of the income and market approaches to estimate the fair value.

Under the income approach, the Company calculates the fair value based on estimated future discounted cash flows.

The assumptions used are based on what the Company believes a hypothetical marketplace participant would use in estimating fair value.

Under the market approach, the Company estimates the fair value based on market multiples of revenue or earnings before interest, income taxes, depreciation, and amortization for benchmark companies.

If the fair value exceeds carrying value, then no further testing is required.

However, if the fair value were to be less than carrying value, the Company would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the goodwill exceeded its implied value.

During the year 2023, due to declines in the Company’s market capitalization and a reduction in cash-flows resulting from continued softening in the industry leading to a reduction in sales from interactive flat-panel displays, the Company determined that a triggering event had occurred.

As of September 30, 2023, the Company performed an interim goodwill impairment test as a result of the triggering event identified.

Certain estimates and assumptions, including the Company’s operating forecast for 2023 and future periods, were revised based on current industry and Company trends.

As of September 30, 2023, the Company recorded goodwill impairment charges of $ 10.4 million and $ 2.8 million to the Americas and EMEA reporting units, respectively.

As of December 31, 2023, the Company performed another goodwill impairment test as a result of additional triggering events identified.

Based upon that testing, the Company determined the remaining goodwill was fully impaired and the Company recognized goodwill impairment charges for the year ended December 31, 2023 of $ 22.4 million and $ 2.8 million in the Americas and EMEA reporting units, respectively.

INTANGIBLE ASSETS

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In addition, the Company periodically evaluates the estimated remaining useful lives of long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization.

During the quarter ended September 30, 2024, the Company determined that a triggering event had occurred as a result of a decline in the Company’s revenues resulting from lower sales volume primarily resulting from lower global demand for interactive flat panel displays.

As a result, the Company performed an interim impairment test on its finite-lived intangible assets using undiscounted cash flows.

There was no impairment recorded on finite-lived intangible assets during the nine months ended September 30, 2024.

As of December 31, 2024, the Company performed intangible impairment testing as a result of another triggering event identified due to further declines in the Company's revenues.

The Company’s methodology for estimating the total value of undiscounted cash flows was consistent with the approach used for the intangible asset recoverability test as of September 30, 2024.

Certain estimates and assumptions, including the Company’s operating forecast for 2025 and future periods, were further revised based on current industry and Company trends.

During the year 2024, the Company determined that certain triggering events had occurred as a result of a decline in the Company’s revenues resulting from lower sales volume, primarily resulting from lower global demand for interactive flat panel displays.

As a result, the Company performed impairment tests on its finite-lived intangible assets using undiscounted cash flows.

Based on the quantitative test performed, no impairment was deemed necessary.

Due to forecasted industry changes in the interactive flat panel display market as well as the Company's operational strategy, the useful lives of certain intangible assets have been revised to reflect the current expected economic useful lives.

The modification in useful lives resulted in accelerated amortization of approximately $ 12.3 million for both the Americas and EMEA reporting segments during the year ended December 31, 2024.

Certain estimates and assumptions, including the Company’s operating forecast for 2025 and future periods, were further revised based on current industry and Company trends.

The useful lives of certain intangible assets have been revised to reflect the current expected economic useful lives.

Amortization expense as of December 31, 2024 included approximately $ 12.3 million of accelerated amortization resulting from a revision to the useful lives of certain intangible assets from both the Americas and EMEA reporting segments to reflect the current expected economic useful life due to forecasted industry changes in the interactive flat panel display market as well as the Company’s operational strategy to move to a unified worldwide display brand.

For the years ended December 31, 2025 and 2024, the Company recorded amortization expense on intangible assets of $ 9.8 million and $ 19.9 million, respectively.

Changes to gross carrying amount of recognized intangible assets due to translation adjustments were approximately $ 0.0 million and ($ 0.8 ) million as of December 31, 2025 and 2024, respectively.

DERIVATIVE TREATMENT OF STOCK PURCHASE WARRANTS

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The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability.

The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.

The Company assesses the classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.

The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company.

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The fair value of debt was estimated using market rates the Company believes would be available for similar types of financial instruments and represents a Level 2 measurement.

Derivative liabilities are recorded at fair value on a recurring basis.

Derivative liabilities and common warrants are recorded at fair value on a recurring basis.

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.

A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

A fair value hierarchy has been established for valuation inputs that gives the

highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The fair value hierarchy is as follows:

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Transfers into Level 3 measurements during the year ended December 31, 2024 of $ 0.4 million were related to the Company’s long-term incentive plan.

There were no transfers into or out of Level 3 measurements in 2023.

The following tables set forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of December 31, 2025 and 2024 (in thousands):

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(Level 3) Carrying

Long-term incentive plan $ — $ — $ 205 $ 205

Description Markets for

(Level 1) Other

(Level 2) Significant

(Level 3) Carrying

Derivative liabilities - warrant instruments $ — $ — $ 5 $ 5

Derivative liabilities - related party $ — $ — $ 476 $ 476

Description Markets for

(Level 1) Other

(Level 2) Significant

(Level 3) Carrying

Value as of December 31, 2024

Long-term incentive plan $ — $ — $ 358 $ 358

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(Level 3) Carrying

Value as of December 31, 2024

Derivative liabilities - warrant instruments $ — $ — $ 1 $ 1

Derivative liabilities - related party $ — $ — $ — $ —

The following tables reconcile the beginning and ending balances of the warrant instruments and long-term incentive plan within Level 3 of the fair value hierarchy, respectively:

Derivative Liabilities

Common Warrants Liabilities

(in thousands) Derivative Liabilities

(in thousands) Related Party Derivative Liabilities

(in thousands) Long-term incentive plan

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Balance, December 31, 2024 $ — $ 1 $ — $ 358

Issuance during the year 3,396 — 265 —

Change in fair value ( 1,394 ) 4 211 ( 153 )

Balance, December 31, 2025 $ 2,002 $ 5 $ 476 $ 205

(in thousands) (in thousands)

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

Balance, December 31, 2023 $ — $ 205 $ — $ —

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In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

For the year ended December 31, 2024, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 34 thousand shares from options to purchase common shares, 15 thousand of unvested restricted shares, and 0.3 million shares issuable upon exercise of warrants.

Additionally, potentially dilutive securities of 0.4 million shares from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive.

For the year ended December 31, 2023, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 70.0 thousand shares from options to purchase common shares, unvested restricted shares of 82.0 thousand and 0.3 million shares issuable upon exercise of warrants.

Additionally, potentially dilutive securities of 0.4 million shares from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive.

For the year ended December 31, 2025, potentially dilutive securities that were not included in the diluted per share calculation because they did not comprise any shares from options to purchase common shares, 1 thousand of unvested restricted shares, and 80 thousand shares issuable upon exercise of warrants.

Additionally, potentially dilutive securities of 10 thousand shares from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive.

F or the year ended December 31, 2024, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 6 thousand shares from options to purchase common shares, unvested restricted shares of 3 thousand and 50 thousand shares issuable upon exercise of warrants.

Additionally, potentially dilutive securities of 70 thousand shares from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive.

REVENUE RECOGNITION

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The Company’s sales of interactive devices, including panels, audio and communication equipment, and other interactive devices generally include hardware maintenance services, a license to software, and the provision of related software maintenance.

Interactive devices are generally sold with hardware maintenance services with terms of

approximately 36 - 60 months.

Interactive devices are generally sold with hardware maintenance services with terms of approximately 36 - 60 months.

Software maintenance includes technical support, product updates on a when and if available basis, and error correction services.

At times, non-interactive panels are also sold with hardware maintenance services with terms of approximately 60 months.

The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to on-line content, and cloud-based applications.

The Company’s software subscription services provide access to content and software applications on an as needed basis over the internet, but do not provide the right to take delivery of the software applications.

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Significant Judgments

For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”).

For contracts with multiple performance obligations, each of which represents promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”).

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

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

Because observable prices are generally not available for the Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach to determining SSP.

The Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that are executed in the same manner, contain the same performance obligations, and are priced in a consistent

Because observable prices are generally not available for the

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

The Company believes that the application of the portfolio approach produces the same result as if they were applied at the contract level.

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The Company has no material contract assets at December 31, 2025 or 2024.

The following table presents the opening and closing balances of the Company’s accounts receivable- trade, net of allowances, deferred revenue, current, and deferred revenue, non-current (in thousands):

January 1, 2024 December 31, 2024 December 31, 2025

Accounts receivable – trade, net of allowances 32,668 18,325 15,358

Deferred revenues, current 8,698 9,015 9,273

Deferred revenues, non-current 16,347 15,158 14,849

During the years ended December 31, 2025 and 2024, the Company recognized $ 7.0 million and $ 8.5 million, respectively, of revenue that was included in the deferred revenue balance as of December 31, 2024 and 2023, respectively.

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The Company provides rebates to certain customers based on the achievement of certain sales targets.

The provision for rebates is estimated based on customers’ contracted rebate programs and our historical experience of rebates paid.

The provision for rebates is estimated based on customers’ contracted rebate programs

and our historical experience of rebates paid.

The Company includes variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant reversal.

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As of December 31, 2025 and 2024, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $ 24.1 million and $ 24.2 million, respectively.

The Company expects to recognize revenue on approximately 37 % of the

remaining performance obligations in 2025, 29 % in 2026, 19 % in 2027, 11 % in 2028, with the remainder recognized thereafter.

The Company expects to recognize revenue on approximately 37 % of the remaining performance obligations in 2026, 29 % in 2027, 19 % in 2028, 11 % in 2029, with the remainder recognized thereafter.

In accordance with Topic 606, the Company has elected not to disclose the value of remaining performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (for example, a time-and-materials professional services contract).

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For these sales commissions that are incremental costs to obtain where the period of amortization would have been recognized over a period that is one year or less, the Company elected the practical expedient to expense those costs as incurred.

Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid and other assets and other assets, respectively, in the accompanying consolidated balance sheets.

Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid expenses and other current assets and other assets, respectively, in the accompanying consolidated balance sheets.

Total deferred commissions, net of accumulated amortization, at December 31, 2025 and 2024 were less than $ 400,000 and $ 500,000 , respectively.

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and its subsidiaries and the Rest of World segment consists primarily of Boxlight Australia, PTY LTD ("Boxlight Australia”).

Each of our operating segments are primarily engaged in the sale of education technology products and services in the education market but which are also sold into the health, government and corporate sectors and derive a majority of their revenues from the sale of flat-panel displays, audio and other hardware accessory products, software solutions and professional services.

Each of our operating segments is primarily engaged in the sale of education technology products and services in the education market, but which are also sold into the health, government, and corporate sectors and derive a majority of their revenues from the sale of flat-panel displays, audio and other hardware accessory products, software solutions, and professional services.

Generally, our displays produce higher net operating revenues but lower gross profit margins than our accessory solutions and professional services.

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An asset and liability approach is used for financial accounting and reporting for income taxes.

Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws.

enacted tax rates and laws.

In addition, a deferred tax asset can be generated by net operating loss carryforwards.

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Total expense is reduced by the previously recognized compensation expense for options and restricted stock units that are forfeited prior to vesting when the forfeiture occurs.

The Company estimates the fair value of the long-term incentive plan by using a Model Monte Carlo Simulation model.

The amount of each award earned will depend on the performance of the Company relative to certain performance targets related to share price appreciation of the Company’s Class A common stock during the respective performance

The Company estimates the fair value of the long-term incentive plan by using a Monte Carlo Simulation Model.

As amounts earned for the awards are based on changes in the Company’s stock price, the Company will recognize a liability for compensation cost each reporting period based on the fair value as of each reporting date proportionally with the elapsed time at each reporting period.

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Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

Many of the leases have one or more lease renewal options.

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Advertising costs are expensed as incurred and included in General and Administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

Advertising expense for the year ended December 31, 2024 and December 31, 2023 totaled $ 162 thousand and $ 218 thousand, respectively.

Advertising expense for the years ended December 31, 2025 and December 31, 2024 totaled $ 250 thousand and $ 162 thousand, respectively.

NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No.

2016-13, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments,” which introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“CECL”).

The new guidance applies to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other off-balance sheet credit exposures.

The new guidance also applies to debt securities and other financial assets measured at fair value through other comprehensive income.

Estimated credit losses under CECL consider relevant information about past events, current conditions and reasonable and supporting forecasts that affect the collectability of financial assets.

The new guidance was effective January 1, 2023 and was applied using a modified retrospective approach through a cumulative effect adjustment to retained earnings as of January 1, 2023.

Prior period comparative information has not been recast and continues to be reported under the accounting guidance in effect for those periods.

The Company recognized a cumulative-effect adjustment to reduce retained earnings by $ 76 thousand, net of taxes.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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The enhanced disclosure requirements include:

title and position of the Chief Operating Decision Maker (CODM), significant segment expenses provided to the CODM, extending certain annual disclosures to interim periods, clarifying single reportable segment entities must apply ASC 280 in its entirety, and permitting more than one measure of segment profit or loss to be reported under certain circumstances.

title and position of the Chief Operating Decision Maker (CODM), significant segment expenses provided to the CODM, extending certain annual disclosures to interim periods, clarifying that single reportable segment entities must apply ASC 280 in its entirety, and permitting more than one measure of segment profit or loss to be reported under certain circumstances.

The Company adopted this change for the year ended December 31, 2024 and interim periods beginning 2025.

This change was applied retrospectively to all periods presented.

Recent Accounting Pronouncements not yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid.

The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as

well as further disaggregation of income taxes paid.

This change is effective for annual periods beginning after December 15, 2024.

This change will apply on a prospective basis to annual financial statements for periods beginning after the

effective date.

However, retrospective application in all prior periods presented is permitted.

The Company is currently evaluating the impact of this ASU on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40), which improves the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

The company is adopting the new standard on a prospective basis.

In November 2024, the FASB issued ASU 2024-03, In come Statement-reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40), which improves the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

This change is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

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The Company is currently evaluating the impact of this ASU on its financial statements.

In January 2025, the FASB ASU 2025-01— Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date .

The Board issued this Update to clarify the effective date of Accounting Standards Update No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The change is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this ASU on its financial statements.

NOTE 2 – ACCOUNTS RECEIVABLE - TRADE

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Accounts receivable - trade, net of allowances $ 15,358 $ 18,325

Write-offs of accounts receivable were approximately $ 22,000 and $ 78,000 for the years ended December 31, 2024 and 2023, respectively.

Recoveries of accounts receivable were approximately $ 88,000 and $ 89,000 for the years ended December 31, 2024 and 2023, respectively.

The change in the allowance for credit losses was approximately $ 27 thousand during the year ended December 31, 2024.

The change in the allowance for credit losses was not significant during the year ended December 31, 2023.

Write-offs of accounts receivable were approximately $ 78 thousand and $ 22 thousand for the years ended December 31, 2025 and 2024, respectively.

Recoveries of accounts receivable were approximately $ 10 thousand and $ 88 thousand for the years ended December 31, 2025 and 2024, respectively.

The change in the allowance for credit losses was approximately $ 73 thousand and $ 27 thousand during the years ended December 31, 2025 and December 31, 2024.

NOTE 3 – INVENTORIES

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Prepaid expenses and other current assets $ 6,624 $ 8,785

Prepaid expenses and other current assets as of December 31, 2024 and 2023 are net of reserves related to vendor receivables of $ 1.4 million.

Prepaid expenses and other current assets were presented net of $ 1.4 million reserves related to vendor receivables as of December 31, 2025 and 2024.

NOTE 5 – PROPERTY AND EQUIPMENT

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During the year ended December 31, 2024, the Company transferred approximately $ 0.7 million from construction in progress to leasehold improvements and approximately $ 0.3 million from construction in progress to other equipment.

For the years ended December 31, 2024 and 2023, the Company recorded depreciation expense of $ 678,000 and $ 631,000 , respectively.

For the years ended December 31, 2025 and 2024, the Company recorded depreciation expense of $ 487 thousand and $ 678 thousand, respectively.

NOTE 6 – INTANGIBLE ASSETS AND GOODWILL

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Technology 3 - 5 years

Domain 7 years — 14

Non-compete 3 years

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Intangible assets, net of accumulated amortization $ 17,080 $ 25,944

Beginning Balance $ — $ 25,092

Change due to foreign currency translation — 103

Impairment — ( 25,195 )

Ending Balance $ — $ —

The Company's Goodwill had an indefinite useful life and was tested for impairment annually.

During the year ended December 31, 2023, due to declines in the Company's market capitalization and a reduction in cash flows resulting from continued softening in the industry leading to a reduction in sales from interactive flat-panel displays, the Company determined that its remaining Goodwill balance was fully impaired.

The Company recognized goodwill impairment

charges for the year ended December 31, 2023 of $ 22.4 million and $ 2.8 million in the Americas and EMEA reporting units, respectively.

For the years ended December 31, 2025 and 2024, the Company recorded amortization expense on intangible assets of $ 9.8 million and $ 19.9 million, respectively.

Changes to gross carrying amount of recognized intangible assets due to translation adjustments were approximately ($ 0.8 ) million and ($ 0.1 ) million as of December 31, 2024 and 2023, respectively.

There was no change to the gross carrying amount of recognized intangible assets due to translation adjustments as of December 31, 2025.

Changes to gross carrying amount of recognized intangible assets due to translation adjustments were approximately $( 0.8 ) million as of December 31, 2024.

Expected future amortization expense for intangible assets as of December 31, 2025 is as follows (in thousands):

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Operating lease expense was $ 2.3 million and $ 2.4 million for the years ended December 31, 2025 and 2024, respectively.

Variable lease costs and short-term lease cost were $ 1.1 million and 1.7 million for the year ended December 31, 2024 and 2023, respectively.

Variable lease costs and short-term lease costs were $ 1.4 million and $ 1.1 million for the year ended December 31, 2025 and 2024, respectively.

Cash paid for amounts included in the measurement of lease liabilities was $ 2.4 million and $ 2.1 million for the years ended December 31, 2025 and 2024, respectively.

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Accounts payable $ 17,108 $ 20,703

Accounts payable - related party 3,699 —

Accrued expense 5,454 3,164

13 unchanged sentences

WhiteHawk Finance LLC

In order to finance the acquisition of FrontRow Calypso LLC (“FrontRow”), which closed on December 31, 2022, the Company and substantially all of its direct and indirect subsidiaries, including Boxlight and FrontRow as guarantors, entered into a maximum $ 68.5 million term loan credit facility, dated December 31, 2022 (the “Credit Agreement”), with Whitehawk Finance LLC, as lender (the “Lender”), and White Hawk Capital Partners, LP, as collateral agent (“Whitehawk” or the “Collateral Agent”).

(“Whitehawk” or the “Collateral Agent”).

The Company received an initial term loan of $ 58.5 million on December 31, 2022 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $ 10.0 million that may be available for additional working capital purposes under certain conditions (the “Delayed Draw”).

1 unchanged sentence

The proceeds of the Initial Loan were used to finance the Company’s acquisition of FrontRow, pay off all indebtedness owed to the Company’s then existing lenders, Sallyport Commercial Finance, LLC and Lind Global Asset Management, LLC, pay related fees and transaction costs, and provide working capital.

Of the Initial Loan, $ 8.5 million was subject to repayment on February 28, 2022, with quarterly principal payments of $ 625,000 and interest payments commencing March 31, 2022 and the $ 40.0 million remaining balance plus any Delayed Draw loans becoming due and payable in full on December 31, 2025.

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

Of the Initial Loan, $ 8.5 million was subject to repayment on February 28, 2022, with quarterly principal payments of $ 0.6 million and interest payments commencing March 31, 2022 and the $ 40.0 million remaining balance plus any Delayed Draw loans becoming originally due and payable in full on December 31, 2025.

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

provided that after March 31, 2022, if the Company’s Senior Leverage Ratio (as defined in the Credit Agreement) is less than 2.25 , the interest rate would be reduced to LIBOR plus 10.25 %.

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

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

In the event of non-compliance with the borrowing base, the Company would be subject to an increased interest rate as stated in the Credit Agreement.

On April 4, 2022, the Collateral Agent and Lender agreed to extend the terms of repayment of the $ 8.5 million originally due on February 28, 2022 until February 28, 2023.

The principal elements of the April amendment included (a) an extension of time to repay $ 8.5 million of the principal amount of the term loan from February 28, 2022 to February 28, 2023, and (b) forbearance on $ 3.5 million in over advances until May 16, 2022 to allow the Company to come into compliance with the borrowing base requirements set forth in the Credit Agreement.

In such connection, the Company and

substantially all of its direct and indirect subsidiaries (together with the Company, the "Loan Parties") obtained credit insurance on certain key customers whose principal offices are located in the European Union and Australia as, without the credit insurance, the accounts of these key customers had been deemed ineligible for inclusion in the borrowing base calculation primarily due to the perceived inability of the Collateral Agent to enforce security interests on such accounts.

In addition, the Lender and Collateral Agent agreed to (i) reduce, through September 30, 2022, the minimum cash reserve requirement for the Loan Parties, (ii) reduce the interest rate by 50 basis points (to Libor plus+ 9.75 %) after delivery of the Loan Parties’ September 30, 2023 financial statements, subject to the Loan Parties maintaining 1.75 EBITDA coverage ratio, and (iii) waive all prior Events of Default under the Credit Agreement.

Furthermore, the parties agreed that no prepayment premiums would be payable with respect to the first $ 5.0 million paid under the Term Loan, any payments made in relation to the $ 8.5 million due on or before February 28, 2023, any required amortization payments under the Credit Agreement and any mandatory prepayments by way of excess cash flow or casualty events.

On June 21, 2022, the Loan Parties entered into a second amendment (the “Second Amendment”) to the Credit Agreement with the Collateral Agent and Lender.

The Second Amendment to the Credit Agreement was entered into for purposes of the Lender funding a $ 2.5 million delayed draw term loan and adjusting certain terms to the Credit Agreement, including adjusting 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 15, 2022, for the Company to come into compliance with certain borrowing base requirements set forth in the Second Amendment to the Credit Agreement, among other adjustments.

On April 24, 2023, the Company entered into a third amendment (the “Third Amendment”) to the Credit Agreement, with the Collateral Agent and the Lender.

The Third Amendment was entered into for purposes of the Lender funding an additional $ 3.0 million delayed draw term loan (the “Additional Draw”).

The Additional Draw was funded on April 24, 2023, and must be repaid on or prior to September 29, 2023, is not subject to any prepayment penalties, and adjusts certain terms to the Credit Agreement, including adjusting the test period end dates and corresponding Senior Leverage Ratios (as defined in the Credit Amendment) and revising the minimum liquidity requirements that the Company must maintain compliance with pertaining to certain Borrowing Base Requirements, among other adjustments.

The completion of the additional draw eliminates further delayed draws under the term loan agreement.

On July 20, 2023, the Company paid the $ 3.0 million due under the terms of the Third Amendment.

There were no prepayment penalties or premiums included with this payment.

On June 26, 2023, the Company entered into a fourth amendment (the “Fourth Amendment”) with the Collateral Agent and the Lender for the sole purpose of replacing LIBOR-based rates with a SOFR-based rate.

Following the Fourth Amendment, the Company’s interest rate is calculated as the Daily Simple SOFR, subject to a floor of 1 %, plus the SOFR Term Adjustment and Applicable Margin, as defined in the Credit Agreement, as amended.

The Fourth Amendment made no other changes to the Credit Agreement.

On March 14, 2024, the Company entered into a fifth amendment to the Credit Agreement with the Collateral Agent and Lender (the "Fifth Amendment") to (i) amend and restate the Senior Leverage Ratio and Minimum Liquidity (each as defined in the Fifth Amendment), and (ii) waive any event of default that may have arisen directly as a result of the Company’s Financial Covenant Default (as defined in the Fifth Amendment) at December 31, 2023.

Under the Fifth Amendment, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00 , at June 30, 2024 remained at 2.00 and thereafter remained at 1.75 .

The Fifth Amendment also added additional financial reporting obligations and additional guarantors under the Credit Agreement.

On April 19, 2024, the Company entered into a sixth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Sixth Amendment”).

The Sixth Amendment provided the Company with an additional $ 2.0 million working capital bridge loan in April 2024, and an additional $ 3.0 million working capital bridge loan in June 2024, of which $ 2.0 million was advanced to the Company.

The Company was required to pay a fee equal to 6 % of the aggregate amount of borrowings under the Sixth Amendment (i.e.

$ 4.0 million).

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

On August 12, 2024, the Company entered into a seventh amendment to the Credit Agreement with the Collateral Agent and Lender (the “Seventh Amendment”) to (i) reduce the intellectual property sublimit under the borrowing base from $ 15.0 million to $ 11.2 million, and (ii) waive the event of default that may have arisen directly as a result of the Financial Covenant Default (as defined in the Seventh Amendment) at June 30, 2024.

On November 14, 2024, the Company obtained a waiver for the Credit Agreement from the Collateral Agent and Lender (the “November 2024 Waiver”) to waive any events of default that may have arisen directly as a result of (i) the Financial Covenant Default (as defined in the November 2024 Waiver) at September 30, 2024 and (ii) the Borrowing Base Default (as defined in the November 2024 Waiver) for the month ended October 31, 2024.

In conjunction with obtaining the waiver, the Company paid down approximately $ 1.1 million under the Credit Agreement, inclusive of $ 0.06 million of prepayment penalties.

On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $ 2.5 million working capital bridge loan and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025.

In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025, and February 2025.

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

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

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”).

The Tenth Amendment does not modify that maturity date.

Pursuant to the Tenth Amendment, the Lenders agreed to waive certain “Specified Events of Default” that had occurred or were anticipated to occur under the Credit Agreement.

These Specified Events of Default included:

• Failure to maintain the required Senior Leverage Ratio of 1.75 :1.00 for the period ended September 30, 2025;

• Borrowing base non-compliance for the months ending July 31 through November 30, 2025.

• The Lenders waived the right to receive the post-default interest rate with respect to these Specified Events of Default through December 31, 2025, provided the Company complies with the terms of the Tenth Amendment.

Although the Company obtained waivers with respect to the foregoing past instances of Credit Agreement noncompliance, in view of the Company’s history of noncompliance and its current situation, there can be no guarantee that the Company will not breach provisions of the Credit Agreement in the future, which could lead to declared events of default, acceleration of obligations and other material negative consequences.

The Tenth Amendment required the company to pay a voluntary prepayment of the loans in the amount of not less than $ 3.0 million, for which no prepayment premium is required.

From December 2 through December 31, 2025, the “Applicable Margin” is set at 6.50 % for Secured Overnight Financing Rate (SOFR) loans and 5.50 % for reference rate loans.

The definition of “Floor” was amended to 4.25 % per annum, and the “Reference Rate” was amended to 5.25 % per annum.

Additionally, the borrowing base allowance for the value of the Company’s intellectual property was reduced from a maximum of $ 11.2 million to $ 8.0 million.

Also set forth in the Tenth Amendment, 100 % of net cash proceeds from any equity issuances be applied first to reduce any existing indebtedness in excess of the Borrowing Base, with the remainder applied to prepay the loans.

On December 18, 2025, the Company entered into the Eleventh Amendment to Credit Agreement with the Collateral Agent and Lender (the “Eleventh Amendment”).

Pursuant to the Eleventh Amendment, the Lender agreed to extend the final maturity date of the loans under the Credit Agreement from December 31, 2025 to April 1, 2027.

Mandatory quarterly amortization payments on the initial term loan are suspended for the period commencing on the Eleventh Amendment’s effective date through, and including, June 30, 2026, with the first amortization payment thereafter due on September 30, 2026.

The “Applicable Margin” is set at 6.50 % for Secured Overnight Financing Rate (SOFR) loans and 5.50 % for reference rate loans, the same as in the Tenth Amendment.

Additionally, the definition of the “Reference Rate” was amended to 5.50 % per annum from the previous 5.25 % per annum.

In conjunction with obtaining the waiver, the Company was also required to comply with the following covenants:

• The Company must maintain qualified cash at all times of at least (i) $ 1.0 million from and after January 1, 2025 until the Eleventh Amendment, and (ii) $ 1.5 million from and after the Eleventh Amendment effective date.

• Pursuant to the amendment, the financial covenant requiring compliance with the Senior Leverage Ratio was removed and the Company is subject to a Minimum Consolidated Adjusted EBITDA covenant commencing with the period ending March 31, 2026 (set at $ 1.9 million for such period), and varying thereafter as set forth in the Eleventh Amendment.

• Certain covenants related to business, management, and governance oversight were added.

In addition, the Eleventh Amendment modifies the mandatory prepayment provisions regarding net cash proceeds from equity offerings and certain permitted additional indebtedness, requiring 50 % (or 100 % if an event of default exists) of such proceeds to be applied to prepay Credit Agreement loans, provided that the loan parties may retain up to $ 5.0 million of such proceeds for working capital and general corporate purposes.

The Eleventh Amendment permits Credit Agreement indebtedness in excess of maximum amounts in an aggregate amount not to exceed for the months ending December 31, 2025, $ 4.0 million;

January 31, 2026, $ 4.5 million;

February 28, 2026, $ 5.5 million and from and after March 31, 2026 (and each month thereafter), $ 4.0 million.

Covenant Compliance and Liquidity Considerations

The Company's Credit Agreement, as amended to date, requires compliance with certain monthly covenants, which include provisions regarding over advance limitations based upon a borrowing base.

In the second quarter of 2023, as part of obtaining an appropriate waiver, the Company agreed to engage a financial advisor and to use commercial reasonable efforts to refinance the Credit Agreement with an alternative lender and repay the Credit Facility by September 30, 2023, or as soon thereafter as practical.

The waiver did not amend the maturity date of the Credit Agreement.

Upon repayment, the Company will be subject to a prepayment premium that is higher than the prepayment premium included in the original Credit Agreement, as defined in the waiver.

The Company has either implemented or initiated appropriate plans regarding refinancing procedures that are within management’s control to comply with the waiver requirements.

The financial statements do not include any adjustments that might result from the outcome of the Company’s ability to refinance and repay the credit facility.

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at September 30, 2023.

The Company cured the non-compliance by paying $ 4.3 million inclusive of $ 0.3 million in prepayment penalties and accrued interest in November 2023 which would have resulted in the Company being in compliance with the Senior Leverage Ratio at September 30, 2023.

In February 2024, the Company paid $ 1.7 million, inclusive of a $ 0.1 million pre-payment penalty to Whitehawk to maintain compliance with the borrowing base covenant calculation as of January 31, 2024.

After the payment the Company was in compliance with the borrowing base covenant.

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2023.

The Company’s Credit Agreement, as amended to date, requires compliance with certain covenants, which include provisions regarding over advance limitations based upon a borrowing base, a minimum consolidated adjusted EBITDA covenant, a minimum liquidity requirement, and previously a Senior Leverage Ratio.

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement as of December 31, 2023.

The non-compliance was cured by a waiver applied in accordance with the Fifth Amendment to the Credit Agreement dated March 14, 2024 which waived any Event of Default that may have arisen directly as a result of the financial covenant default at December 31, 2023 and in the interim two-month period ended February 29, 2024.

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Under the Fifth Amendment, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00 , at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75 .

After the payment, the Company was in compliance with the borrowing base covenant.

On April 19, 2024, the Company entered into a sixth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Sixth Amendment”).

6 unchanged sentences

In conjunction with obtaining the waiver, the Company paid down approximately $ 1.1 million under the Credit Agreement, inclusive of $ 60 thousand of prepayment penalties.

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2024, and believes it will not be in compliance with this covenant at March 31, 2025.

In addition, the Company was not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2024 and February 28, 2025.

On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $ 2.5 million working capital bridge loan and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025.

The Company was not in compliance with the Senior Leverage Ratio covenant at December 31, 2024, and was not in compliance with the borrowing base covenant for the months ended December 31, 2024, January 31, 2025, and February 28, 2025.

On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $ 2.5 million working capital bridge loan in March 2025 and (ii) waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Eighth Amendment) for the periods ended December 31, 2024 and March 31, 2025 and (2) the Borrowing Base defaults described in the Eighth Amendment for the months ended December 31, 2024, January 31, 2025 and February 28, 2025.

In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025, and February 2025.

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

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

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

In conjunction with obtaining the Eighth Amendment, the Company also was required to comply with the following covenants:

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

The Company did not meet this requirement.

• Provide budgets to the Lender with variances in excess of specified thresholds resulting in an event of default at the discretion of the Lender.

The Company is also required to meet with a financial advisor, as designated by the Lender, if requested.

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

The Company applied these payments to the bridge loan and related fee.

In addition, the Eighth Amendment prohibits the Company from paying dividends or distributions to the preferred stockholders and reduces the borrowing base calculations by reducing the value assigned to its intellectual property to $ 11.2 million.

The Company was not in compliance with the Senior Leverage Ratio covenant as of September 30, 2025 and was not in compliance with the borrowing base covenant for the months ended August 31, 2025 through November 30, 2025.

On December 2, 2025, the Company entered into the tenth amendment to Credit Agreement with the Collateral Agent and Lender (the “Tenth Amendment”).

The Tenth Amendment does not modify that maturity date.

Pursuant to the Tenth Amendment, the Lenders agreed to waive certain “Specified Events of Default” that had occurred or were anticipated to occur under the Credit Agreement.

These Specified Events of Default included:

• Failure to maintain the required Senior Leverage Ratio of 1.75 :1.00 for the period ended September 30, 2025;

• Borrowing base non-compliance for the months ending July 31 through November 30, 2025.

On December 18, 2025, the Company entered into a forbearance agreement and eleventh amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Eleventh Amendment”).

The Eleventh Amendment extended the final maturity date of the loans from December 31, 2025 to April 1, 2027, and suspended mandatory quarterly amortization payments on the initial term loan through June 30, 2026, with the first payment thereafter due September 30, 2026.

The Applicable Margin remains at 6.50 % for SOFR loans and 5.50 % for reference rate loans, and the Reference Rate was amended to 5.50 % per annum from the prior 5.25 % per annum.

In conjunction with the Eleventh Amendment, the Senior Leverage Ratio covenant was replaced with a Minimum Consolidated Adjusted EBITDA covenant commencing with the period ending March 31, 2026 (set at $ 1.9 million), the Company is required to maintain a minimum qualified cash of $ 1.5 million, and certain business, management, and governance covenants were added.

The Eleventh Amendment also requires that 50 % (or 100 % if an event of default exists) of net cash proceeds from equity offerings and certain permitted additional indebtedness be applied to prepay Credit Agreement loans, with the loan parties permitted to retain up to $ 5.0 million for working capital and general corporate purposes, and permits borrowing base indebtedness in excess of maximum amounts not to exceed $ 4.0 million at December 31, 2025, $ 4.5 million at January 31, 2026, $ 5.5 million at February 28, 2026, and $ 4.0 million from and after March 31, 2026.

The Company was in compliance with the borrowing base covenant and the minimum qualified cash balance requirement under the Credit Agreement for the period ended December 31, 2025.

Pursuant to the Eleventh Amendment, the Senior Leverage Ratio covenant was replaced with a minimum consolidated adjusted EBITDA covenant commencing with the period ending March 31, 2026.

Pursuant to the March 2026 Forbearance Agreement, the Lenders waived the underlying borrowing base defaults for January and February 2026.

As such, the debt outstanding from Boxlight to Whitehawk is classified as Long-Term debt in the financial period ended December 31, 2025.

Although the Company has obtained waivers and amendments with respect to each of the foregoing instances of non-compliance, there can be no guarantee that the Company will not breach provisions of the Credit Agreement in the future.

Any such breach could result in declared events of default, acceleration of obligations, and other material adverse consequences to the Company.

Issuance Cost and Warrants

In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 13,205 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to its existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 51,083 shares of Class A common stock (subject to increase to the extent that 3 % of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $ 80.00 per share (the “Warrant”), which Warrant was subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to September 30, 2022, in the event the Company’s stock is then trading below $ 80.00 per share, (iii) a 3 % fee of $ 1,800,000 , and (iv) a $ 500,000 original issue discount.

In 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 its 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 that 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 was subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to September 30, 2022, in the event the Company’s stock is then trading below $ 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.

The Company also incurred agency fees, legal fees, and other costs in connection with the execution of the Credit Agreement totaling approximately $ 1.7 million.

at which time the number of warrants would also be increased proportionately, so that after such adjustment the aggregate exercise price payable for the increased number of warrant shares would be the same as the aggregate exercise price previously in effect.

Under the terms of the warrant issued to Whitehawk on December 31, 2021, the exercise price of the warrants would reprice if the stock price on March 31, 2022 was less than the original exercise price, at which time the number of warrants would also be increased proportionately, so that after such adjustment the aggregate exercise price payable for the increased number of warrant shares would be the same as the aggregate exercise price previously in effect.

The warrants repriced on March 31, 2022 to $ 285.60 per share and the shares increased to 14,309 .

5 unchanged sentences

The Whitehawk warrants were repriced to $ 116.34 , and shares increased to 35,121 .

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

The Whitehawk warrants were repriced to $ 90.66 per share, and the number of shares issuable upon exercise increased to 45,077 shares.

Paycheck Protection Program Loan

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The Company received a payment schedule from the lender on May 5, 2022, extending the payoff date until May 2025 and bears 1 % interest.

As of December 31, 2025, the outstanding balance under the loan was zero .

Debt Maturity

Principal repayments to be made during the next five years on the Company’s outstanding debt facilities at December 31, 2025, are as follows (in thousands):

2025 $ 37,646

Total $ 34,151

As of December 31, 2024, the Company reclassified all of its long-term debt to short-term debt due to its maturity date being within the next 12 months.

While we have currently engaged financial advisors and are actively working to refinance our existing debt, we do not have written or executed agreements as of the issuance of this Form 10-K.

Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control, and there can be no assurance that we will be successful in refinancing our debt, or on terms acceptable to us.

On December 18, 2025, the Company, its subsidiaries, and Whitehawk Capital Partners LP entered into the Eleventh Amendment to the Credit Agreement.

The final maturity date of the term loans was extended from December 31, 2025, to April 1, 2027.

As of December 31, 2025, the Company reclassified $ 32.9 million of its short-term debt to long-term debt due to its maturity date being beyond the next 12 months.

NOTE 10 – DERIVATIVE LIABILITIES

within the sole control of the Company.

Conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future.

Such warrants are measured at fair value at each reporting date, and the changes in fair value are

included in determining net income (loss) for the period.

Such warrants are measured at fair value at each reporting date, and the changes in fair value are included in determining net income (loss) for the period.

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

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Risk free interest rate (1) 3.42 %

Expected life in years 2

Expected life in years 1 year

Expected volatility (2) 187.0 %

25 unchanged sentences

Balance, December 31, 2024 $ 1

The following table shows the change in the Company’s related party derivative liabilities for the year ended December 31, 2025:

(in thousands)

Balance, December 31, 2024 $ —

Initial recognition of related party derivative liability on November 3, 2025 265

Change in fair value of related party derivative liability 211

Balance, December 31, 2025 $ 476

The related party derivative liability was recognized as a result of the conversion feature embedded in the Amended and Restated Inventory Finance Agreement with J.J.

dated November 3, 2025, which was accounted for separately at fair value and remeasured at December 31, 2025 .

The following table presents the change in the Company’s common warrant liabilities for the year ended December 31, 2025:

(in thousands)

Balance, December 31, 2024 $ —

Issuance during the year 3,396

Change in fair value ( 1,394 )

Balance, December 31, 2025 $ 2,002

The common warrant liability was recognized in connection with warrants issued during the year ended December 31, 2025.

The warrants were initially recorded at fair value on the issuance date and were remeasured at fair value at December 31, 2025.

NOTE 11 – INCOME TAX

The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid.

This change is effective for annual periods beginning after December 15, 2024.

The company is adopting the new standard on a prospective basis.

This change is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date.

However, retrospective application in all prior periods presented is permitted.

The Company is currently evaluating the impact of this ASU on its financial statements.

Pretax income (loss) resulting from domestic and foreign operations is as follows (in thousands):

United States $ ( 22,061 ) $ ( 19,382 )

Foreign ( 11,185 ) ( 11,779 )

United Kingdom ( 5,400 ) ( 11,185 )

Other Foreign Jurisdictions 2,731 323

8 unchanged sentences

Total $ ( 920 ) $ ( 1,909 )

The reconciliation of the provision for income taxes at the United States Federal statutory rate compared to the Company’s income tax expense (benefit) as reported is as follows (in thousands):

Disaggregating Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which applies to all entities subject to income taxes.

The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

Following is a reconciliation of the amount of income tax expense (benefit) from continuing operations and the amount computed by multiplying earnings before income taxes by the United States federal statutory income tax rate based on the newly adopted disclosure requirements under ASU 2023-09, Improvements to Income Tax Disclosures for the year ended December 31, 2025.

The reconciliation of the provision for income taxes at the United States Federal statutory rate compared to the Company’s income tax expense as reported is as follows (in thousands):

Amount Percent of Pretax Loss

US Federal Statutory Income Tax Rate $ ( 5,193 ) 21.0 %

Domestic Federal

Non-taxable or Nondeductible Items ( 4 ) — %

Cross Border Tax Laws 531 ( 2.1 ) %

Other Reconciling Items ( 150 ) 0.6 %

Change in Tax Laws/Rates 91 ( 0.4 ) %

Change in Valuation Allowance 5,288 ( 21.4 ) %

Domestic State Income Taxes, net of Federal Effect* ( 1,272 ) 5.1 %

Foreign tax effects

United Kingdom

GAAP Fx Reversal ( 521 ) 2.1 %

Intercompany Dividend ( 637 ) 2.6 %

Other ( 19 ) 0.1 %

Netherlands — %

Intercompany Dividend 657 ( 2.7 ) %

Other 51 ( 0.2 ) %

Other Foreign Entities 246 ( 1.0 ) %

Prior Period True-ups — %

Change in Unrecognized Tax Benefits 12 — %

Total Income Tax (Benefit) $ ( 920 )

*State and local taxes in California, Georgia, and Wisconsin made up the majority (greater than 50 percent) of the tax effect in this category.

Following is a supplemental disclosure of cash flow information related to income taxes paid based on the newly adopted disclosure requirements under ASU 2023-09, Improvements to Income Tax Disclosures for the year ended December 31, 2025 (in thousands):

US Federal $ —

US State and Local* $ 35

United Kingdom 336

Netherlands 877

Other Foreign jurisdictions 108

Total Foreign Jurisdictions $ 1,321

Total $ 1,356

*The company is not disaggregating the state income taxes due to immateriality of the overall state payments

Following is a reconciliation of the amount of income tax expense (benefit) from continuing operations and the amount computed by multiplying earnings before income taxes by the United States federal statutory income tax rate for the years ended December 31, 2024, prior to adopting disclosure requirements under ASU 2023-09, Improvements to Income Tax Disclosures (in thousands):

Loss before income taxes $ ( 30,244 )

2 unchanged sentences

Foreign tax rate differential ( 474 )

Section 162(m) compensation — 61

Foreign currency adjustment 1

1 unchanged sentence

Stock compensation 146

Amortization — 4,845

Other book-tax differences 286

3 unchanged sentences

Income tax (benefit) expense $ ( 1,909 )

Following is a supplemental disclosure of cash flow information related to income taxes paid for the year ended December 31, 2024, prior to adopting disclosure requirements under ASU 2023-09, Improvements to Income Tax

Disclosures (in thousands):

Cash paid during the year for Income Taxes

Tax effects of temporary differences at December 31, 2025 and December 31, 2024 are as follows (in thousands):

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Deferred tax liabilities $ ( 1,673 ) $ ( 3,847 )

Deferred tax liabilities, net $ ( 901 ) $ ( 4,316 )

Deferred tax assets (liabilities), net $ 1,472 $ ( 901 )

Uncertain Tax Positions

In the normal course of business, the Company’s tax returns are subject to examination by various taxing authorities.

Such examinations may result in future tax and interest assessments by these taxing jurisdictions.

Accordingly, the Company accrues liabilities when it believes that it is not more likely than not that it will realize the benefits of tax positions that it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with ASC 740-10.

Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company records interest and penalties related to unrecognized tax benefits in income tax expense (benefit).

Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the Company’s consolidated financial position but could possibly be material to the Company’s consolidated results of operations or cash flow in any given quarter or annual period.

As of December 31, 2025, the Company’s gross amount of unrecognized tax benefits is $ 165,000 , excluding interest and penalties.

If the Company were to prevail on all uncertain tax positions, of the unrecognized benefits would affect the Company’s effective tax rate, exclusive of any benefits related to interest and penalties.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Unrecognized tax benefits:

Balance as of January 1 $ 165 $ 165

Additions — —

Reductions — —

Balance as of December 31 $ 165 $ 165

As of December 31, 2025 and 2024, the Company has $ 165 thousand and $ 165 thousand, respectively, accrued for interest and penalties, excluding any federal tax benefit from interest deductions where applicable.

During the years ended December 31, 2025 and 2024 , the Company accrued interest and penalties through income tax expense of $ 12 thousand and $ 26 thousand, respectively.

The Company operates in the United States, United Kingdom and other jurisdictions.

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The cumulative U.S.

Federal net operating losses carryforward on tax basis income was approximately $ 20.4 million at December 31, 2024 and 2023, of which $ 6.1 million will expire between December 31, 2032 and December 31, 2037 and $ 14.4 million will carryforward indefinitely.

Federal net operating losses carryforward on tax basis income was approximately $ 30.1 million and $ 20.4 million at December 31, 2025 and 2024, of which $ 6.1 million will expire between December 31, 2036 and December 31, 2037 and $ 24.0 million will carryforward indefinitely.

The cumulative U.S.

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The change in its valuation allowance during 2025 is approximately $ 5.3 million.

The Company completed its IRC Sec.

The Company completed an IRC Sec.

382 analysis during the second quarter of 2024 and determined that it underwent an ownership change.

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Due to the full valuation allowance on net operating loss carryovers, there is no impact to the financial statements as a result of this limitation.

The Sahara entities have recorded a net deferred tax liability, which is primarily driven by the net deferred tax liability on the intangibles for which it does not have tax basis.

The Company does not qualify for any consolidated filing positions in any of these countries, so there is no ability to net the deferred tax liabilities of the Sahara companies against the deferred tax assets of the legacy Boxlight companies.

Therefore, the net deferred tax liability of $ 0.9 million at December 31, 2024 is primarily based on the Sahara acquired entities.

The company is still in process of preparing a 382 study for the period ending December 31, 2025.

The tax years from 2009 to 2026 remain open to examination in the U.S.

federal jurisdictions.

federal jurisdiction.

The tax years from 2021 to 2025 remain open to examination in the U.K.

Statues of limitations vary in other immaterial jurisdictions.

Statutes of limitations vary in other immaterial jurisdictions.

The Company has not identified any material uncertain tax positions at this time.

During the second quarter of 2021, the Company became aware of a potential state tax exposure for failure to file minimum tax returns in a state for several years.

The Company has recorded an exposure item of $ 95 thousand for its best estimate of the amount for which it will settle the exposure.

This amount includes $ 24 thousand of income tax and $ 71 thousand of penalties and interest.

The Company has not identified any other material uncertain tax positions during the three months ended December 31, 2024.

The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%.

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We are currently evaluating the potential impact of the rules on our consolidated financial statements and related disclosures.

The company does not except significant tax implications from the BEPS implications.

NOTE 12 – EQUITY

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1) 250,000 shares of non-voting Series A preferred stock, with a par value of $ 0.0001 per share;

2) 1,586,620 shares of voting Series B preferred stock, with a par value of $ 0.0001 per share;

3) 1,320,850 shares of voting Series C preferred stock, with a par value of $ 0.0001 per share;

2) 1,586,620 shares of voting Series B preferred stock;

3) 0 shares of voting Series C preferred stock;

and 4) Remaining shares of “blank check” preferred stock as may be designated from time to by the Company’s board of directors.

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The Series C Preferred Stock has a stated and liquidation value of $ 10.00 per share and is convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026 or (ii) automatically upon the Company’s Class A common stock trading at 200 % of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price).

To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B Preferred Stock shall be redeemable at the option of the Holders at any time or from time to time commencing on January 1, 2024, upon thirty ( 30 ) days prior written notice to the Holders, for a redemption price, payable in cash, equal to sum of (a) Ten ($ 10.00 ) multiplied by the number of shares of Series B Preferred Stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares.

The Series C Preferred Stock is also subject to redemption on the same terms commencing January 1, 2026.

The Series B Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $ 16.1 million, which includes the conversion and redemption features as they have not been bifurcated from the host instruments.

The Series C Preferred Stock has been recorded at its estimated fair value on the date of issuance of approximately $ 12.4 million, which includes the redemption features as they have not been bifurcated from the host instrument.

As the redemption features in the Series B Preferred Stock and Series C Preferred Stock are not solely with the control of the Company, the Company has classified the Series B Preferred Stock and Series C Preferred Stock in temporary equity on the Company’s consolidated balance sheet.

Following the Company's one-for-five reverse stock split in February 2025, the Company’s common stock consists of 3,750,000 shares of Class A voting common stock and 50,000,000 shares of Class B non-voting common stock.

To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B Preferred Stock were to be redeemable at the option of the Holders at any time or from time to time commencing on January 1, 2024, upon thirty ( 30 ) days prior written notice to the Holders, for a redemption price, payable in cash, equal to sum of (a) Ten ($ 10.00 ) multiplied by the number of shares of Series B Preferred Stock being redeemed (the “Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares.

The Series C Preferred Stock Shares were also subject to redemption on the same terms commencing January 1, 2026.

On October 1, 2025, the Company converted all outstanding Series C preferred stock into common stock and amended the Series B preferred stock to eliminate redemption and conversion features, reducing potential future cash obligations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On February 17, 2026, Dale Strang stepped down as Chief Executive Officer and member of the Board of Directors as part of a planned leadership transition.

Strang’s departure was treated as a termination without "cause" under his Employment Agreement dated September 30, 2024.

His resignation from the Board of Directors restored the Company’s compliance with the Nasdaq listing rule requiring that a majority of the Board of Directors consist of independent directors.

Following the Company’s 1-for-5 reverse stock split in February 2025 and its 1-for-6 reverse stock split in December 2025, the Company’s common stock consists of 4,166,667 shares of Class A voting common stock and 50,000,000 shares of Class B non-voting common stock.

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

2 unchanged sentences

No Class B shares were outstanding at December 31, 2025 and December 31, 2024.

Repurchase Plan

On February 14, 2023, the Board of Directors of Boxlight Corporation approved the Company’s establishment of a share repurchase program (the “Repurchase Program”) authorizing the Company to purchase up to $ 15.0 million of the Company’s Class A common stock.

Pursuant to the Repurchase Program, the Company may, from time to time, repurchase its Class A common stock in the open market, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws and other restrictions.

The timing and total amount of any repurchases made under the Repurchase Program will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.

The authorization expires on January 26, 2027, may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of Class A common stock.

As of December 31, 2024, the Company had not utilized the Repurchase Program.

February 2025 Private Placement

On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement priced at-the-market under the rules of The Nasdaq Stock Market (the “2025 Private Placement”), an aggregate of (i) 43,333 shares (the “2025 Shares”) of the Company’s Class A common stock, (ii) prefunded warrants (the “2025 Prefunded Warrants”) to purchase up to an aggregate of 177,167 shares of Class A Common Stock (the “2025 Prefunded Warrant Shares”), and (iii) warrants (the “2025 Common Warrants” and, together with the 2025 Prefunded Warrants, the “2025 Warrants”) to purchase up to an aggregate of 220,500 shares of Class A Common Stock (the “2025 Common Warrant Shares” and, together with the 2025 prefunded warrant shares, the “2025 Warrant Shares”).

The purchase price of each 2025 share and accompanying 2025 common warrant was $ 12.78 , and the purchase price of each 2025 prefunded warrant and accompanying 2025 common warrant was $ 12.78 .

The 2025 Private Placement closed on February 21, 2025, and the Company issued the 2025 shares and executed and delivered the 2025 warrants.

The gross proceeds from the 2025 Private Placement were approximately $ 2.8 million, before deducting placement agent fees and other private placement expenses.

Each 2025 prefunded warrant has an initial exercise price of $ 0.0006 per share (subject to adjustments as set forth therein), is immediately exercisable upon issuance and will expire when exercised in full.

Each 2025 common warrant has an initial exercise price of $ 12.78 per share (subject to adjustments as set forth therein), is exercisable six months following the date of issuance and will expire five and a half years from the date of issuance.

Pursuant to the Purchase Agreement, the Company filed a registration statement on Form S-3 (the “Registration Statement”) with the Securities Exchange Commission (“SEC”) on April 7, 2025 to register the resale of the 2025 Shares and the 2025 prefunded warrant shares.

The Registration Statement was declared effective by the SEC on April 24, 2025.

Through December 31, 2025, the holders exercised all of the prefunded warrants.

In addition, two of the holders of the 2025 common warrants exercised a total of 147,000 warrants with a total exercise price of $ 1.9 million.

September 2025 Registered Direct Offering

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

The offering closed on September 24, 2025.

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

At-the-Market Offering (“ATM Program”)

On October 16, 2025, the Company entered into a sales agreement with A.G.P./Alliance Global Partners, pursuant to which the Company could offer and sell shares of its Class A common stock, par value $ 0.0001 per share, having an aggregate offering price of up to $ 4.8 million, through an “at the market” offering program (“ATM Program”) in accordance with Rule 415(a)(4) under the Securities Act of 1933, as amended.

During the year ended December 31, 2025, the Company sold 417,956 shares of its Class A Common Stock under the ATM Program for gross proceeds of approximately $ 1.06 million.

The Company paid the sales agent commissions of 3.0 % of the gross proceeds, totaling approximately $ 0.03 million.

In addition, the Company incurred professional and other offering expenses of approximately $ 0.37 million related to the ATM Program.

After deducting commissions and offering expenses, the Company received net proceeds of approximately $ 0.66 million.

The Company had equity warrants outstanding of 149,298 and 46,200 as of December 31, 2025 and December 31, 2024, respectively.

367 328,069 328,436

NOTE 13 – STOCK COMPENSATION

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The 2021 Plan allows for issuance of shares of our Class A common stock, whether through restricted stock, restricted stock units, options, stock appreciation rights or otherwise, to the Company’s officers, directors, employees, and consultants.

Prior to the second quarter of 2023, the Company had issued 154,981 shares under the 2021 Plan such that the Company was over the

authorized share number.

The fair value of shares previously issued in excess of the approved shares under the 2021 Plan of approximately $ 13 thousand was reclassed from liability to equity during the year ended December 31, 2023.

Prior to the second quarter of 2023, the Company had issued 25,830 shares under the 2021 Plan such that the Company was over the authorized share number.

Stock Options

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Exercised — $ —

Cancelled ( 98,605 ) $ 50.25

Forfeited ( 977 ) $ 248.40

Expired ( 4,942 ) $ 199.20

Outstanding, December 31, 2024 5,696 $ 190.80 0.65

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As of December 31, 2025 and December 31, 2024, the stock options had no intrinsic value.

On February 14, 2022, with an effective date of January 1, 2022, the Company entered into a letter agreement with Michael Pope, our now former Chairman and Chief Executive Officer, extending Mr.

Pope’s term of employment with the Company.

Under the terms of the agreement, Mr.

Pope received a grant 12,352 options to purchase Class A Common Stock, which are valued at approximately $ 420 thousand.

On January 4, 2024, Mr.

Pope's employment with the Company terminated resulting in the forfeiture of these options.

Restricted Stock Units

Under our Equity Incentive Plans, the Company may grant restricted stock units (“RSUs”) to certain employees, contractors, and non-employee directors.

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

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

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Outstanding, December 31, 2025 711 $ 120.91

During the fiscal year 2024, the Company granted 3,200 RSUs to our now former Chairman and Chief Executive Officer, Michael Pope, in conjunction with his transition to a non-executive member of the Board of Directors.

During fiscal year 2023, the Company granted 99,680 RSUs of which 12,460 were subsequently cancelled.

On August 25, 2023, the Company granted 42,211 RSUs to its board of directors and 42,999 RSUs to certain members of senior management.

During the year ended December 31, 2024, the Company granted 533 RSUs to our now Chairman and former Chief Executive Officer, Michael Pope, in conjunction with his transition to a non-executive member of the Board of Directors.

The following is a summary of the warrant activities during the years ended December 31, 2025 and 2024:

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Outstanding, December 31, 2023 46,200 $ 197.10 3.72

Granted — $ — —

Exercised — $ — —

Outstanding, December 31, 2024 46,200 $ 197.10 2.70

Granted 397,667

Contractual increase for share sales 29,598

Exercised ( 324,167 )

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The LTIP awarded to the Company's Board of Directors have a performance period ending on March 31, 2025, whereas the LTIP awarded to senior

management have three consecutive 12-month performance periods ending June 30, 2025, June 30, 2026, and June 30, 2027.

The LTIP awarded to the Company’s Board of Directors has a performance period ending on March 31, 2025, whereas the LTIP awarded to senior management has three consecutive 12-month performance periods ending June 30, 2025, June 30, 2026, and June 30, 2027.

The target payout under the LTIP awarded to the Board of Directors and senior management is $ 420 thousand and $ 1.1 million, respectively.

If the Company’s performance relative to the performance goal during the performance cycle is not equal to the performance target, the target Cash LTIP Award will be adjusted based on actual performance.

At no time during the performance cycle shall the payout be less than 1/3 or exceed 3 times the target cash LTIP Award, unless a change a control has occurred.

T he Cash LTIP for the Board of Directors totaled $ 236 thousand and was paid in May 2025.

The earned payout under the LTIP awarded to senior management was $ 225 thousand for the period ended June 30, 2025.

The target payout for senior management over the remaining term is $ 89 thousand.

At no time during the performance cycle shall the payout be less than 1/3 or exceed 3 times the target cash LTIP Award, unless a change of control has occurred.

Cash payments are subject to the Company’s compliance with all covenants contained in the Company’s credit facilities in effect at the conclusion of each performance cycle.

There have been no cash payments as of December 31, 2024.

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The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of December 31, 2025 to be $ 205 thousand.

Key inputs to the valuation of the awards include the stock price as of the award effective date and the valuation date, the discount rate, and historical volatility in the Company’s stock price.

Key inputs to the valuation of the awards include the stock price

as of the award’s effective date and the valuation date, the discount rate, and historical volatility in the Company’s stock price.

December 31, 2025

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Total stock compensation expense $ 468 $ 1,389

During the year ended December 31, 2023, certain members of senior management voluntarily forfeited certain unvested restricted stock units and stock option awards to increase share availability under the Company’s Equity Incentive Plan.

The Company recorded stock compensation expense for the fair value of these cancelled awards of $ 624 thousand during the year ended December 31, 2023.

As of December 31, 2024, there was approximately $ 0.4 million of unrecognized compensation expense related to unvested options, RSU’s, and warrants, which will be amortized over the remaining vesting period.

As of December 31, 2025, there was approximately $ 0.11 million of unrecognized compensation expense related to unvested options, RSUs, and warrants, which will be amortized over the remaining vesting period.

Of that total, approximately $ 0.06 million is estimated to be recorded as stock compensation expense in 2026.

In connection with the reverse stock split, proportionate adjustments were made to the number of shares of Class A common stock underlying the Company’s outstanding equity awards and equity incentive plans, as well as the applicable exercise or grant prices.

Proportionate adjustments were also made to the Company’s outstanding warrants and the conversion rates of its convertible preferred stock.

These adjustments did not result in any change to the aggregate intrinsic value of such awards or instruments immediately prior to and following the reverse stock split.

NOTE 14 – OTHER RELATED PARTY TRANSACTIONS

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The Company will pay Mr.

Elliott a fixed payment of $ 4,000 per month and commissions equal to 15 % of gross profit derived by the Company based on total

purchase order revenue.

The agreement, unless cancelled, will renew every year on December 31st.

For the year ended December 31, 2024, the Company paid $ 352 thousand under the agreement.

On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our now former CEO and Chairman, Michael Pope.

Elliott a fixed payment of $ 4 thousand per month and commissions equal to 15 % of gross profit derived by the Company based on total purchase order revenue.

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

For the years ended December 31, 2025 and 2024, the Company paid $ 137 thousand and $ 352 thousand under the agreement, respectively.

On January 31, 2018, the Company entered into a management agreement (the “Management Agreement”) with an entity owned and controlled by our now Chairman and former CEO, Michael Pope.

The Management Agreement was separate and apart from Mr.

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Pope will provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services.

As consideration for the services provided, the Company will pay a management fee equal to 0.375 % of the consolidated net revenues of the Company, payable in monthly installments, not to exceed $ 250,000 in any calendar year.

As consideration for the services provided, the Company will pay a management

fee equal to 0.375 % of the consolidated net revenues of the Company, payable in monthly installments, not to exceed $ 250,000 in any calendar year.

At his option, Mr.

3 unchanged sentences

In accordance with the Management Agreement, Mr.

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

For the year ended December 31, 2024, the Company paid $ 250 thousand under the agreement.

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

For the years ended December 31, 2025 and 2024, the Company paid $ 43 thousand and $ 250 thousand under the agreement.

Pope continues to serve as a director of the Company.

Inventory Finance Agreement

On May 27, 2025, the Company entered into an Inventory Finance Agreement with J.J.

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

Michael Pope is the chief executive officer of J.J ASTOR, which is beneficially owned, directly or indirectly, by a private investment fund managed by Mr.

Under the Agreement, the Company may finance the purchase of certain finished goods inventory from one of the Company’s manufacturers and suppliers of such inventory up to an aggregate outstanding amount of $ 6 million.

The term of the Agreement is one year .

Each advance under the Agreement is payable by the Company within 90 days at a rate of 5.35 % of the amount advanced by J.J ASTOR.

Title to the product remains with J.J.

ASTOR until payment is made by the Company.

Any failure by the Company to make a payment in full when due under the Agreement constitutes an event of default.

In the event of such default by the Company, the aggregate outstanding balance owing to J.J ASTOR is automatically increased by 10 % and begins to accrue interest at the rate of 19 % per annum, compounded daily.

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

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

Under the Restated Agreement, the Company may finance 80 % of the purchase of certain finished goods inventory from one of the Company’s manufacturers and suppliers of such inventory up to an aggregate outstanding amount of $ 9 million, a $ 3 million increase from the maximum amount under the original Agreement.

Each advance under the Restated Agreement remains payable by the Company within 90 days at a rate of $ 1.0535 per $0.80 advanced.

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

Under the Restated Agreement, J.J.

Astor may elect from time to time to convert all or a portion of the amounts owed by the Company into shares of the Company’s common stock, par value $ 0.001 per share.

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

NOTE 15 – COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

At December 31, 2025 the total amount of such open inventory purchase orders was $ 18.3 million.

Inventory Financing Arrangement

On November 3, 2025, we entered into an amended and restated inventory finance agreement with J.J.

(the “Inventory Purchaser”), pursuant to which the Inventory Purchaser may, from time to time, finance up to $ 9.0 million of our finished goods inventory purchases from our contract manufacturers.

Under this arrangement, we are required to pay a deposit equal to 20 % of the purchase price of the applicable inventory, and the Inventory Purchaser funds the remaining balance directly to the supplier and takes title to the inventory.

We have determined that this arrangement results in the recognition of the financed inventory and a corresponding financing obligation on our consolidated balance sheets, as the risks and rewards of ownership are substantially retained by us during the financing period.

Accordingly, financed inventory is included within inventories, net of reserves, and the related payment obligations are presented as related party accounts payable on our consolidated balance sheets.

For each inventory purchase financed under the agreement, we are obligated to pay the Inventory Purchaser an amount equal to the funded purchase amount plus a contractual premium within 90 days of the funding date.

The agreement also requires us to pay monthly monitoring fees and provides for additional fees based on unused financing availability.

In the event we fail to satisfy our payment obligations when due, the Inventory Purchaser may accelerate amounts owed, impose default interest and penalties, and sell the inventory collateral.

We would remain liable for any deficiency resulting from such sale.

The agreement further provides the Inventory Purchaser with the right, at its election, to convert certain outstanding payment obligations into shares of our Class A common stock, subject to ownership limitations and other contractual restrictions.

As of December 31, 2025, the aggregate outstanding obligation under this arrangement was $ 3.7 million, recorded as related party accounts payable on our consolidated balance sheet.

This arrangement represents a form of short-term inventory financing and exposes us to material liquidity, cash flow, and operational risks.

On April 1, 2026, we entered into an amendment to the inventory finance agreement, pursuant to which $ 556,200 of the outstanding balance was converted into 600,000 shares of common stock (the “Conversion Shares”) at a conversion price of $ 0.927 per share.

Further, the parties agreed that, if the aggregate proceeds from the sale of the Conversion Shares are less than $ 556,200 , the Company shall pay the shortfall in cash within five trading days.

Michael Pope, Chairman of the Company’s Board of Directors, and its former president and chief executive officer, is the chief executive officer of J.J.

Astor is beneficially owned, directly or indirectly, by a private investment fund managed by Mr.

Legal Proceedings

3 unchanged sentences

Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases.

For the year ended December 31, 2024, the Company's revenues were not concentrated with one or more customers.

The Company’s revenues were concentrated with one customer for the year ended December 31, 2023.

Customer Total revenues

from the customer

as a percentage of

total revenues

for the year ended

2024 Accounts

receivable from

the customer as of

(in thousands) Total revenues

from the customers

as a percentage of

total revenues

for the year ended

2023 Accounts

receivable from

the customers as of

(in thousands)

1 — % $ — 10 % $ 1,762

The loss of a significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition.

For the year ended December 31, 2024 and December 31, 2023, the Company's purchases were concentrated among one vendor.

For the years ended December 31, 2025 and December 31, 2024, the Company’s revenues were not concentrated with one or more customers.

For the years ended December 31, 2025 and December 31, 2024, the Company’s purchases were concentrated among one vendor.

Vendor Total purchases

25 unchanged sentences

General and administrative expenses 19,830 15,230 394 0 35,454

Depreciation and amortization 2,629 7,651 0 0 10,280

Research and development expenses 4,129 800 0 ( 660 ) 4,269

Interest expense 9,726 306 — — 10,032

Income tax expense ( 2,430 ) 585 ( 64 ) — ( 1,909 )

Income tax (benefit) expense ( 1,239 ) 319 — — ( 920 )

Other segment items (3)

13 unchanged sentences

General and administrative expenses 25,295 16,043 418 — 41,756

Impairment of goodwill 17,344 8,183 — ( 332 ) 25,195

Depreciation and amortization 4,338 16,164 7 20 20,529

Research and development expenses 4,140 775 — ( 789 ) 4,126

Interest expense 10,243 9 — — 10,252

Income tax expense 772 818 276 — 1,866

Income tax (benefit) expense ( 2,430 ) 585 - 64 — ( 1,909 )

Other segment items (3)

14 unchanged sentences

NOTE 18 – SUBSEQUENT EVENTS

Private Placement

On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors (the “2025 Investors”), pursuant to which the Company agreed to issue and sell, in a private placement priced at-the-market under the rules of The Nasdaq Stock Market (the “2025 Private Placement”), an aggregate of (i) 260,000 shares (the “2025 Shares”) of the Company’s Class A common stock, (ii) pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase up to an aggregate of 1,063,000 shares of Class A Common Stock (the “2025 Pre-Funded Warrant Shares”), and (iii) warrants (the “2025 Common Warrants” and, together with the 2025 Pre-Funded Warrants, the “2025 Warrants”) to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock (the “2025 Common Warrant Shares” and, together with the 2025 Pre-Funded Warrant Shares, the “2025 Warrant Shares”).

The purchase price of each 2025 Share and accompanying 2025 Common Warrant was $ 2.13 , and the purchase price of each 2025 Prefunded Warrant and accompanying 2025 Common Warrant was $ 2.1299 .

The 2025 Private Placement closed on February 21, 2025, and the Company issued the 2025 Shares and executed and delivered the 2025 Warrants.

The gross proceeds from the 2025 Private Placement were approximately $ 2.8 million, before deducting

placement agent fees and other private placement expenses.

Each 2025 Pre-Funded Warrant has an initial exercise price of $ 0.0001 per share (subject to adjustments as set forth therein), is immediately exercisable upon issuance and will expire when exercised in full.

Each 2025 Common Warrant has an initial exercise price of $ 2.13 per share (subject to adjustments as set forth therein), is exercisable six months following the date of issuance and will expire five and a half years from the date of issuance.

Pursuant to the Purchase Agreement, on or before the 45th day following the closing of the 2025 Private Placement, the Company has agreed to file a registration statement (the “Registration Statement”) with the Securities Exchange Commission (“SEC”).

The Company further agreed to use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC within 60 days after the date of the closing of the 2025 Private Placement, or 90 days after the date of the closing of the 2025 Private Placement if the SEC reviews the Registration Statement.

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.

Amendments to Certificates of Designation

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

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

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

Eighth Amendment to Credit Agreement

On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $ 2.5 million working capital bridge loan and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025.

In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025 and February 2025.

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

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

The Company evaluated subsequent events through the date the consolidated financial statements were issued.

Executive departure

On January 27, 2026, the Company implemented a planned leadership transition as part of its ongoing operational and strategic initiatives.

In connection with this transition, Jens Holstebro stepped down from his role as Executive Vice President and General Manager of the Americas.

Holstebro’s departure was treated as a termination without “cause” pursuant to his Employment Agreement dated February 26, 2024.

Under the terms of the agreement, Mr.

Holstebro is entitled to receive accrued obligations and severance benefits, including 12 months of base salary and certain continued benefits, subject to the terms of the agreement and his execution of a release of claims.

The estimated severance and related obligations associated with this transition were accrued in the Company’s consolidated financial statements as of December 31, 2025.

On February 17, 2026, Dale Strang stepped down as Chief Executive Officer and member of the Board of Directors as part of a planned leadership transition.

Strang’s departure was treated as a termination without "cause" under his Employment Agreement dated September 30, 2024.

Under the terms of his Employment Agreement, Mr.

Strang is entitled to receive accrued obligations and severance benefits, including 12 months of base salary, any earned fiscal year 2026 annual cash incentive bonus, subject to the terms of the agreement and his execution of a release of claims.

The estimated severance and related obligations associated with this transition were accrued in the Company’s consolidated financial statements as of December 31, 2025.

NASDAQ Board Independence Listing Rule

Strang’s resignation from the Board of Directors is expected to restore the Company’s compliance with the NASDAQ Listing Rule requiring a majority of independent directors.

At-the-Market Offering (“ATM Program”)

Subsequent to December 31, 2025, the Company sold the remaining shares available under the “at the market offering” program (“ATM Program”).

In total, the Company sold 2,472,070 shares of Class A Common Stock under the program for aggregate proceeds of approximately $ 4.6 million, after deducting sales agent commissions of $ 0.14 million but before offering expenses, thereby fully exhausting the capacity of the program.

Potential-Tariff-Refunds

The Company imports certain materials and products that are subject to U.S.

government tariffs and import duties.

Subsequent to year‑end, a federal court ordered the U.S.

government to begin refunding certain tariffs.

The Company believes that some of the tariffs it has paid may be eligible for refund;

however, the amount and timing of any potential refunds are uncertain.

Accordingly, the Company has not recorded any benefit related to possible tariff refunds.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data