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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-28 · 61 added, 165 removed, 119 unchanged (66% of the section changed)

9 unchanged sentences

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

5 unchanged sentences

• Our written policies and procedures over accounting transaction processing and period end financial close and reporting and our formal internal assessment are limited which has resulted in ineffective oversight in the establishment of proper monitoring controls over accounting and financial reporting;

• We lacked sufficient review of certain financial transactions and critical financial spreadsheets, such that a proper review had not been performed by someone other than preparer, and that process documentation is lacking for review and monitoring controls over accounting and financial reporting as well as evaluation of completeness and accuracy of information used in the financial reporting process.

• We lacked sufficient review of certain financial transactions and critical financial spreadsheets, such that a proper review had not been performed by someone other than the preparer, and that process documentation is lacking for review and monitoring controls over accounting and financial reporting as well as evaluation of completeness and accuracy of information used in the financial reporting process.

In addition, the Company has certain incompatible responsibilities for certain individuals within our general technology controls environment.

6 unchanged sentences

GAAP, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in this Annual Report.

Remediation Plans for Material Weaknesses in Internal Control Over Financial Reporting

The Company, under oversight by the Audit Committee of the Company’s Board of Directors, is in the process of remediating the above noted material weaknesses.

The Company’s remediation plans include, among other things, the following:

• The Company has added and will continue to add finance and accounting personnel as required to the organization to strengthen our finance and accounting teams.

The additional personnel are expected to provide oversight, structure, reporting lines, and additional review over the Company's disclosures.

• The Company will continue to develop new written accounting policies and procedures over accounting transaction processing and period end financial close and reporting.

• The Company has increased and will continue to increase training for all relevant personnel designed to uphold our internal controls standards.

The identified material weaknesses will not be considered remediated until the remediation plans have been fully implemented, the applicable controls operate for a sufficient period of time, and the Company has concluded that newly implemented controls are operating effectively.

Changes in Internal Control Over Financial Reporting

3 unchanged sentences

During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).

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 foregoing description of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Amendment, a copy of which is filed as Exhibit 10.89 to this Annual Report on Form 10-K and is incorporated herein by reference.

Dismissal of Independent Registered Public Accounting Firm

On September 17, 2025, Boxlight Corporation (the “Company”) notified Forvis Mazars, LLP (“Forvis”) of its dismissal, effective immediately, as the Company’s independent registered public accounting firm.

The decision to change the independent registered public accounting firm was made by the Audit Committee (the “Committee”) of the Board of Directors of the Company.

Forvis’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and December31, 2023 did not contain an adverse opinion or disclaimer of opinion and were not qualified as to uncertainty, audit scope or accounting principles.

Forvis’s audit reports for the fiscal years ended December 31, 2024 and December 31, 2023 do, however, contain an expression of substantial doubt regarding the Company’s ability to continue as a going concern.

During the Company’s two most recent fiscal years and the subsequent interim period through September 17, 2025, there were no:

(i) disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”), between the Company and Forvis on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Forvis, would have caused Forvis to make reference to the subject matter of the disagreements in connection with its audit report on the Company’s consolidated financial statements;

or (ii) reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

Engagement of New Independent Registered Public Accounting Firm

On September 17, 2025, the Audit Committee approved the engagement of Cherry Bekaert LLP (“Cherry Bekaert”), effective immediately, as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2025.

During the Company’s two most recent fiscal years and the subsequent interim period through September 17, 2025, neither the Company, nor anyone on its behalf, consulted Cherry Bekaert regarding (A) the application of accounting

principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company by Cherry Bekaert that Cherry Bekaert concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (B) any matter that was either (i) the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or (ii) a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.

Amended and Restated Bylaws

On April 14, 2026, our Board of Directors approved an amendment (the “Bylaws Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately.

The Bylaws were amended in order to remove references to a classified board in order to align the bylaws with the Company’s ongoing governance practices and provide for annual elections for all Board of Directors appointments.

The foregoing description of the Bylaws Amendment is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed with this Annual Report on Form 10-K as Exhibit 3.2.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

11 unchanged sentences

The information required by this item will be included in our definitive proxy statement for the 2026 Annual Meeting of Stockholders.

The independent registered public accounting firm is Forvis Mazars, LLP (PCAOB Firm ID No.

The independent registered public accounting firm is Cherry Bekaert LLP (PCAOB Firm ID No.

00 677 ) located in Atlanta, Georgia .

7 unchanged sentences

333-204811) filed on December 15, 2016).

3.2 Amended and Restated Bylaws adopted June 24, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 24, 2021).

3.3 Certificate of Change, filed on June 13, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 13, 2023).

3.4 C ertificate of Change, filed on February 12, 2025 (inco rporated by reference to Exhibit 3.1 t o the Current Report on Form 8-K filed on February 13, 2025).

3.2 Amended and Restated Bylaws, adopted as of April 14, 2026 (filed herewith as Exhibit 3.2)

3.3 Certificate of Change to Articles of Incorporation of Boxlight Corporation, effective June 14, 2023 (1-for-8 Reverse Stock Split)

3.4 Certificate of Change to the Certificate of Incorporation of Boxlight Corporation (1-for-5 Reverse Stock Split), filed with the Securities and Exchange Commission on February 12, 2025, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 12, 2025.

3.5 Certificate of Change to the Certificate of Incorporation of Boxlight Corporation (1-for-6 Reverse Stock Split), incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 19, 2025.

4.1 Certificate of Designations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 in the Registration Statement on Form S-1 (Reg.

4 unchanged sentences

333-226068) filed on September 24, 2018).

4.4 Form of Certificate of Designations for Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 25, 2020).

4.4 Form of Certificate of Designation for Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 25, 2020).

4.5 Form of Certificate of Designations for Series C Convertible Preferred Stock (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed September 25, 2020).

4.6 Form of Amended and Restated Certificate of Designations for Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the period ended September 30, 2020).

4.7 Amendment to Certificate of Designation of Series B Preferred Stock, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 3, 2025.

4.8 Form of Amended and Restated Certificate of Designations for the Series C Convertible Preferred Stock (incorporated by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q for the period ended September 30, 2020).

4.9 Form of Warrant, dated December 31, 2021, issued to WhiteHawk Finance LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8- K filed January 5, 2022).

4.9 Description of Securities.

(Incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K filed March 16, 2023).

4.10 Description of Securities, as restated to reflect the reverse stock splits, filed herewith.

4.11 Form of Pre-Funded Warrant, dated July 22, 2022, issued to an accredited institutional investor (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8- K filed July 26, 2022).

1 unchanged sentence

4.13 2025 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8- K filed February 21, 2025).

4.13 2025 Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8- K filed February 21, 2025) .

4.14 Form of Pre-Funded Warrant issued in connection with the February 2025 private placement, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 21, 2025.

4.15 Amendment to Certificate of Designation (Series B Preferred Stock) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8- K filed February 21, 2025).

4.16 Amendment to Certificate of Designation (Series C Preferred Stock) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8- K filed February 21, 2025).

10.1 Trademark Assignment dated May 27, 2016, between Herbert Myers, Boxlight Corporation and Boxlight Inc.

(incorporated by reference to Exhibit 10.6 in the Registration Statement on Form S-1 (Reg.

33-204811 filed on May 13, 2016).

10.2 Share Purchase Agreement, dated as of May 10,2016 by and among Boxlight Holdings, Inc., Boxlight Corporation, Boxlight, Inc., Boxlight Latinoamerica, S.A.

Boxlight Latinoamerica, Servicios S.A.

Everest Display Inc.

and Guang Feng International Ltd.

(incorporated by reference to Exhibit 10.1 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on May 13, 2016.

10.3 $2,000,000 Convertible Promissory Note of Boxlight Corporation to Mimio Holdings, dated as of April 1, 2016 (Incorporated by reference to Exhibit 10.14 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on May 13, 2016).

10.4 Amendment No.

2 to Membership Interest Purchase Agreement, effective June 30, 2016 among Skyview Capital, LLC, Mimio LLC, MIM Holdings, LLC and Boxlight Corporation (incorporated by reference to Exhibit 10.30 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on December 15, 2016).

10.5 Amendment No.

3 to Membership Interest Purchase Agreement, effective August 3, 2016 among Skyview Capital, LLC, Mimio LLC, MIM Holdings, LLC and Boxlight Corporation (incorporated by reference to Exhibit 10.34 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on August 12, 2016).

10.6 Promissory Note, issued June 3, 2016 between Boxlight, Inc.

(Incorporated by reference to Exhibit 10.32 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on July 11, 2016).

10.7 Form of Loan and Security Agreement with Hitachi Capital America Corp (incorporated by reference to Exhibit 10.33 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on August 12, 2016).

10.8 Loan and Security Agreement, dated September 28, 2016, between Boxlight Inc., Crestmark Bank and Mimio LLC (incorporated by reference to Exhibit 10.35 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on January 12, 2017).

10.9 Amendment 1 to Share Purchase Agreement and Option Agreement, dated May 10, 2016 by and Among Everest Display, Inc., GuangFeng International, Ltd., Boxlight Holdings, Boxlight Corporation, Boxlight Inc., Boxlight Latinoamerica S.A.

and Boxlight Latinoamerica Servicios, S.A.

(incorporated by reference to Exhibit 10.36 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on October 28, 2016).

10.10 Subscription Agreement between K Laser International Co., Ltd.

And Boxlight Corporation for $1,000,000 equity investment at $5.60 per share (incorporated by reference to Exhibit 10.37 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on October 28, 2016).

10.11 $2,000,000 Convertible Promissory Note, dated September 29,2016 between Boxlight Corporation and Everest Display, Inc.

(incorporated by reference to Exhibit 10.38 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on October 28, 2016).

10.12 Notice of Default dated December 28, 2015 – Skyview Capital (incorporated by reference to Exhibit 10.39 in the Registration Statement on Form S-1 (Reg.

333-204811) filed on January 12, 2017).

10.13 Account Sale and Purchase Agreement, dated September 5, 2017 between Sallyport Commercial Finance LLC and Boxlight Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 11, 2017).

10.14 Stock Purchase Agreement and Exhibits, date May 9, 2018 among Boxlight Corporation, Cohuborate Ltd.

and the shareholders of Cohuborate, Ltd.

(incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1 (Reg.

333-226068) filed on July 5, 2018).

10.15 $500,000 Promissory Note, dated May 16, 2018, from Boxlight Corporation to Harbor Gates Capital, LLC (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 (Reg.

333-226068) filed on July 5, 2018).

10.16 Membership Interest Purchase agreement, dated as of September 17, 2018, by and among the Boxlight Corporation, Daniel Leis, Aleksandra Leis and EOSEDU, LLC (incorporated by reference to Exhibit 10.24 in Amendment No.

1 to the Registration Statement on Form S-1 (Reg.

333-226068) filed on September 24, 2018).

10.17 Employment agreement, dated September 1, 2018, by and between Boxlight Corporation and Aleksandra Leis (incorporated by reference to Exhibit 10.25 to Amendment No.

1 to the Registration Statement on Form S-1(Reg.

333-226068) filed on September 24, 2018).

10.18 Employment agreement, dated September 1, 2018, by and between Boxlight Corporation and Daniel Leis (incorporated by reference to Exhibit 10.26 to Amendment No.

1 to the Registration Statement on Form S-1(Reg.

333-226068) filed on September 24, 2018.

10.19 Asset Purchase Agreement, dated March 12, 2019, between Boxlight Corporation, Boxlight Inc., Modern Robotics and Stephen Fuller (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 15, 2019).

10.20 Securities Purchase Agreement dated March 22, 2019 between Boxlight Corporation and Lind Global Macro Fund L.P.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 25, 2019).

10.21 Form of $4,400,000 Secured Convertible Promissory Note dated March 22, 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed March 25, 2019).

10.22 Security Agreement, dated March 22, 2019, between Boxlight Corporation and Lind Global Macro Fund LP (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed March 25, 2019).

10.23 Intercreditor Agreement, dated March 22, 2019, between Boxlight Corporation, and Sallyport Commercial Finance LLC and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed March 25, 2019).

10.24 Securities Purchase Agreement, dated as of December 13, 2019, between Boxlight Corporation and Lind Global Macro Fund, L.P.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 17, 2019).

10.25 Secured Convertible Note, Dated December 13, 2019, issued by Boxlight Corporation to Lind Global Macro Fund, L.P.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed December 17, 2019).

10.26 Amended and Restated Security Agreement dated as of December 13, 2019, between Boxlight Corporation, Sallyport Commercial Finance, LLC.

And Lind Global Macro Fund, LP (filed as Exhibit 10.3 to the Current Report on Form 8-K filed December 17, 2019).

10.27 Amended and Restated Intercreditor Agreement, dated as of December 13, 2019, between Boxlight Corporation, Sallyport Commercial Finance, LLC and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed December 17, 2019).

10.28 Amended and Restated Employment Agreement, dated January 13, 2020, between Boxlight Corporation and James Mark Elliott (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 14, 2020).

10.29 Employment letter, dated January 13, 2020, between Boxlight Corporation and Harold Bevis (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed January 14, 2020).

10.30 Asset Purchase Agreement dated February 3, 2020, between Boxlight Corporation, Boxlight Inc., MyStemKit, Inc.

and STEM Education Holdings, Pty.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 7, 2020).

10.31 Securities Purchase Agreement dated February 4, 2020 between Boxlight Corporation and Lind Global Macro Fund, LP.

(Incorporated by reference to Exhibit 10.2 to the Current Report 8-Kfiled February 7, 2020).

10.32 Secured Convertible Note, dated February 4, 2020, (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 7, 2020).

10.33 Second Amended and Restated Security Agreement, dated February 4, 2020, between Boxlight Corporation and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed February 7, 2020).

10.34 Second Amended and Restated Intercreditor Agreement, dated February 4, 2020, between Boxlight Corporation, Sallyport Commercial Finance, LLC and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed February 7, 2020).

10.35 Third Restated Convertible Promissory Note, dated February 4, 2020, issued by Boxlight Corporation to Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed February 7, 2020).

10.36 Second Restated Convertible Promissory Note, dated February 4, 2020, issued by Boxlight Corporation issued by Boxlight Corporation to Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed February 7, 2020).

10.37 Employment Agreement, dated February 21, 2020, between Boxlight Corporation and Takesha Brown (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 26, 2020).

10.38 Agreement, dated March 3, 2020, between Boxlight Corporation, Everest Display, Inc and AMAGIC Holographics, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 13, 2020).

10.39 Employment Agreement, dated March 20, 2020, between Boxlight Corporation and Michael Pope (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 23, 2020).

10.40 Amended and Restated Employment Agreement, dated April 1, 2020, between Boxlight Corporation and Daniel Leis (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 10, 2020).

10.41 Letter Agreement, dated April 17, 2020, between Boxlight Corporation, Boxlight Inc.

and MyStemKits, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 22, 2020).

10.42 Letter Agreement, dated April 17, 2020, between Boxlight Corporation and Stemify Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 22, 2020).

10.43 Agreement, dated June 11, 2020, between Boxlight Corporation, Everest Display, Inc.

and Amagic Holographics, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 24, 2020).

10.44 Letter Agreement, dated June 30, 2020, between Boxlight Corporation and R.

Wayne Jackson (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 7, 2020).

10.45 Letter Agreement, dated June 30, 2020, between Boxlight Corporation and Charles P.

Amos (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 7, 2020).

10.46 Securities Purchase Agreement, dated September 21, 2020, between Boxlight Corporation and Lind Global Asset Management LLC (incorporated by reference to Exhibit 10.1 to the Current Report on For 8-K filed September 22, 2020).

10.47 Form of Convertible Secured Note issued to Lind Global Asset Management (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 22, 2020).

10.48 Third Amended and Restated Security Agreement, dated September 21, 2020, between Boxlight Corporation and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed September 22, 2020).

10.49 Third Amended and Restated Intercreditor Agreement, dated September 21, 2020, between Boxlight Corporation, Sallyport Commercial Finance, LLC, Lind Global Macro Fund, LP and Lind Global Asset Management, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed September 22, 2020).

10.50 Patent Purchase Agreement, dated September 23, 2020, between Boxlight Corporation and Circle Technology Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 24, 2020).

10.51 Securities Purchase Agreement, dated September 24, 2020, between Boxlight Corporation and the Sellers of Sahara Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 25, 2020).

10.52 Form of Lock-up Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 25, 2020).

10.53 Form of Accounts Receivable Agreement, effective September 30, 2020, between Boxlight Inc,, EOSEDU LLC and Sallyport Commercial Finance LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 9, 2020).

10.54 Employment Agreement, dated November 1, 2019, between Sahara Presentation Systems PLC and Mark Starkey (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 19, 2020).

10.55 Amendment No.

2 to the Boxlight Corporation 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 dated October 7, 2020).

10.56 Deed of Variation, dated September 24, 2020, between Sahara Presentation Systems PLC and Mark Starkey (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 19, 2020).

10.57 Employment Agreement, dated April 7, 2020, between Sahara Presentation Systems PLC and Patrick Foley (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 30, 2020).

10.58 Deed of variation, dated September 24, 2020, between Sahara Presentation Systems PLC and Patrick Foley (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 30, 2020).

4.17 Form of Common Warrant issued in connection with the February 2025 private placement, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed February 21, 2025.

10.1 Employment Agreement, dated January 1, 2019, between Sahara Presentation Systems PLC and Shaun Marklew (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed November 30, 2020).

10.2 Deed of variation, dated September 24, 2020, between Sahara Presentation Systems PLC and Shaun Marklew (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed November 30, 2020).

10.61 Agreement, dated January 29, 2021, between Boxlight Corporation, Everest Display, Inc.

and Amagic Holographics, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 1, 2021).

10.62 Preferred Stock Redemption and Conversion Agreement dated March 24, 2021, by and between Boxlight Corporation and the Preferred Stockholders (incorporated by reference to Exhibit 10.67 to the Annual Report on Form 10-K filed March 31, 2021).

10.3 Share Purchase Agreement, dated March 19, 2021, between Sahara Holdings Ltd., Clevertouch BV and Karel Callens (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 13, 2021).

10.64 Amendment to Preferred Stock Redemption Agreement, dated June 14, 2021, between Boxlight Corporation and the Preferred Stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 16, 2021).

10.65 Amendment to Accounts Receivable Agreement, dated July 20, 2021, between Boxlight Inc.

and Sallyport Commercial Finance LLC (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on July 21, 2021).

10.66 Amendment to Accounts Receivable Agreement, dated August 6, 2021, between Boxlight Inc.

and Sallyport Commercial Finance LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 9, 2021).

10.4 Boxlight Corporation 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed on October 14, 2021).

10.68 Fourth Amended and Restated Intercreditor Agreement dated August 23, 2021, between Boxlight Corporation, Sallyport Commercial Finance, LLC, Lind Global Macro Fund, LP and Lind Global Asset Management, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 27, 2021).

10.69 Employment Agreement dated September 15, 2021 between Boxlight Corporation and Aleksandra Leis (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 20, 2021).

10.5 Membership Interest Purchase Agreement dated October 29, 2021, between Boxlight Corporation, Boxlight Inc., FrontRow Calypso LLC, Phonic Ear Inc.

1 unchanged sentence

10.6 Credit Agreement dated December 31, 2021, between Boxlight Corporation, its subsidiaries, Whitehawk Finance LLC., and White Hawk Capital Partners, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 5, 2022).

10.72 Employment Agreement dated February 14, 2022, between Boxlight Corporation and Michael Pope (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 18, 2022).

10.73 Notice of Default and Reservation of Rights dated March 29, 2022, from Whitehawk Capital Partners, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 4, 2022).

10.7 Amendment to Credit Agreement, dated April 4, 2022, between Boxlight Corporation, its subsidiaries, Whitehawk Finance LLC and White Hawk Capital Partners, LP (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 4, 2022).

3 unchanged sentences

10.11 Securities Purchase Agreement dated July 22, 2022, between Boxlight Corporation and an accredited institutional investor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 26, 2022).

10.79 Placement Agency Agreement, dated July 22, 2022, between Boxlight Corporation and Maxim Group LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed July 26, 2022).

10.12 Third Amendment to Credit Agreement, dated April 24, 2023, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC.(Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 26, 2023)

8 unchanged sentences

10.18 Waiver to Credit Agreement, dated November 14, 2024, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC (incorporated by reference to exhibit 10.2 to the Quarterly Report on Form 10-Q filed November 14, 2024)

10.19 Eighth Amendment and Waiver to Credit Agreement, dated March 24, 2025, incorporated by reference to Exhibit 10.89 to the Company’s Form 10-K/A for the fiscal year ended December 31, 2024 filed May 12, 2025.

10.20 Forbearance Agreement and Ninth Amendment and Waiver to Credit Agreement, dated August 13, 2025, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed August 14, 2025.

10.21 Forbearance Agreement and Tenth Amendment and Waiver to Credit Agreement, dated December 2, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 2, 2025.

10.22 Eleventh Amendment to Credit Agreement, dated December 18, 2025, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 18, 2025.

10.23 Waiver to Credit Agreement, dated March 27, 2026, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC

10.24 Placement Agent Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8- K filed February 21, 2025).

10.25 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8- K filed February 21, 2025).

10.89 Eighth Amendment and Waiver to Credit Agreement, dated March 24 , 2025, between Boxlight Corporation, its subsidiaries, Whitehawk Capital Partners, LP and Whitehawk Finance LLC *

10.26 Inventory Finance Agreement, dated May 27, 2025, by and between Boxlight Corporation and J.J.

ASTOR & CO., incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed August 14, 2025.

10.27 Amendment to Inventory Finance Agreement, dated November 3, 2025, by and between Boxlight Corporation and J.J.

ASTOR & CO., incorporated by reference to Exhibit 9.0 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed November 14, 2025.

10.28 Amended and Restated Agreement between the Company and J.J.

Astor dated April 1, 2026

10.29 Placement Agency Agreement, dated September 23, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 23, 2025.

10.30 Securities Purchase Agreement, dated September 23, 2025, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 23, 2025.

10.31 Agreement relating to Series B and Series C Preferred Stock, dated October 1, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 3, 2025.

10.32 Employment Agreement, dated September 29, 2025 and effective October 8, 2025, by and between Boxlight Corporation and Ryan Zeek, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 14, 2025.

10.33 Employment Agreement dated September 30, 2024 between Boxlight Corporation and Dale Strang, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 18, 2025.

10.34 Boxlight Corporation 2021 Cash Long-Term Incentive Award Plan for Dale Strang, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 18, 2025.

10.35 Employment Agreement dated February 26, 2024 (effective March 1, 2024), by and between Boxlight Corporation and Jens Holstebro, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 16, 2026.

10.36 Boxlight Corporation 2021 Cash Long-Term Incentive Award Plan for Jens Holstebro, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 16, 2026.

14.1 Code of Business Conduct and Ethics *(Incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed March 16, 2023)

3 unchanged sentences

23.1 Consent of Forvis Mazars, LLP*

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

23.2 Consent of Cherry Bekaert, LLP*

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.

32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

16 unchanged sentences

BOXLIGHT, CORPORATION

Chief Executive Officer

/s/ Michael R.

Executive Chairman

Principal Executive Officer

March 28, 2025

April 15, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Strang Chief Executive Officer March 28, 2025

Strang (principal executive officer)

/s/ Gregory S.

Wiggins Chief Financial Officer March 28, 2025

Wiggins (principal financial and accounting officer)

/s/ Rudolph F.

Crew Director March 28, 2025

Jackson Director (Chairman of the Board) March 28, 2025

/s/ Tiffany Kuo Director March 28, 2025

/s/ Charles P.

Amos Director March 28, 2025

/s/ Michael R.

Pope Director March 28, 2025

Pope (former Chairman and Chief Executive Officer)

/s/ Mark Elliott Director March 28, 2025

Pope Executive Chairman April 15, 2026

Pope (Principal executive officer)

Zeek Chief Financial Officer April 15, 2026

Zeek (Principal financial and accounting officer)

/s/ Carine Clark Director April 15, 2026

/s/ Peter Fittin Director April 15, 2026

/s/ Tiffany Kuo Director April 15, 2026

/s/ Mark Elliott Director April 15, 2026

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 9A. Controls and Procedures