What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 354 added, 477 removed, 593 unchanged (58% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the three and nine months ended September 30, 2025 and 2024

For the three months ended March 31, 2026 and 2025

(in thousands, except per share amounts)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Revenues, net $ 22,442 $ 22,423

11 unchanged sentences

Loss on warrant issuance

— — ( 578 ) —

Change in fair value of derivative liabilities ( 32 ) ( 9 )

Change in fair value of common warrants

( 291 ) — 1,394 —

Total other expense ( 2,006 ) ( 485 )

2 unchanged sentences

Net loss $ ( 6,525 ) $ ( 3,243 )

Fixed dividends - Series B Preferred (recorded but not declared) ( 317 ) ( 317 ) ( 951 ) ( 952 )

Fixed dividends - Series B Preferred ( 317 ) ( 317 )

Net loss attributable to common stockholders $ ( 6,842 ) $ ( 3,560 )

9 unchanged sentences

Condensed Consolidated Balance Sheets

As of September 30, 2025 and December 31, 2024

As of March 31, 2026 and December 31, 2025

(in thousands, except share amounts)

September 30,

2026 December 31,

9 unchanged sentences

Intangible assets, net of accumulated amortization 14,515 17,080

Deferred tax assets, net 1,466 1,472

Other assets 883 734

Total assets $ 90,668 $ 97,543

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses $ 20,180 $ 22,786

Accounts payable and accrued expenses - related party 3,090 3,699

Short-term debt 1,274 1,274

2 unchanged sentences

Derivative liabilities 2 5

Derivative liabilities - related party 511 476

Other short-term liabilities 4,550 3,598

1 unchanged sentence

Deferred revenues, non-current 14,173 14,849

Deferred tax liabilities, net 877 901

Long-term debt 32,866 32,877

Operating lease liabilities, non-current 5,354 5,650

1 unchanged sentence

Total liabilities 92,679 96,288

Commitments and contingencies (Note 14)

Mezzanine equity:

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

16,146 16,146

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

12,363 12,363

Total mezzanine equity 28,509 28,509

Stockholders’ deficit:

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

167,972 shares issued and outstanding

Common stock, $ 0.0001 par value, 25,000,000 and 3,750,000 shares authorized;

5,512,319 and 1,970,615 Class A shares issued and outstanding, respectively

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

167,972 shares issued and outstanding, at March 31, 2026 and December 31, 2025, respectively

Preferred Series B stock, $ 0.0001 par value, 1,586,620 shares issued and outstanding, at March 31, 2026 and December 31, 2025, respectively

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

3,401,707 and 1,370,010 Class A shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 158,520 155,123

1 unchanged sentence

Accumulated other comprehensive income 2,414 2,552

Total stockholders’ deficit ( 19,463 ) ( 12,896 )

Total liabilities and stockholders’ (deficit) equity $ 99,590 $ 115,305

Total stockholders’ (deficit) equity ( 2,011 ) 1,255

Total liabilities and stockholders’ equity $ 90,668 $ 97,543

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

For the three months ended September 30, 2025

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the three months ended March 31, 2026

(in thousands, except share amounts)

Preferred Stock Series B

Preferred Stock Class A

3 unchanged sentences

Deficit Total

Shares Amount Shares Amount

Balance as of June 30, 2025 167,972 $ — 2,649,936 $ — $ 118,994 $ 949 $ ( 140,572 ) $ ( 20,629 )

Adjustment to beginning balance — — ( 2,199 ) — — — — —

Shares Amount Shares Amount Shares Amount

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

Shares issued for:

Prefunded warrants exercised — — 647,500 — — — — —

Common warrants exercised — — 882,000 — 1,879 — — 1,879

Vesting of restricted share units — — 1,749 — — — — —

September 2025 private placement — — 1,333,333 — 3,587 — — 3,587

ATM Program — — — — 2,031,697 — 3,682 — — 3,682

Stock compensation — — — — — — 32 — — 32

Warrant reclassification from liabilities — — — — 2,002 — — 2,002

Foreign currency translation — — — — — — — ( 138 ) — ( 138 )

1 unchanged sentence

Net loss — — — — — — — — ( 6,525 ) ( 6,525 )

Balance as of September 30, 2025 167,972 $ — 5,512,319 $ — $ 126,210 $ 1,083 $ ( 146,756 ) $ ( 19,463 )

Balance as of March 31, 2026 167,972 $ — 1,586,620 $ — 3,401,707 $ — $ 158,520 $ 2,414 $ ( 162,945 ) $ ( 2,011 )

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

For the nine months ended September 30, 2025

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended March 31, 2025

(in thousands, except share amounts)

Preferred Stock Series B

Preferred Stock Class A

2 unchanged sentences

Comprehensive

Income Accumulated

Income (loss) Accumulated

Deficit Total

Shares Amount Shares Amount

Balance as of December 31, 2024 167,972 $ — 1,970,615 $ — $ 119,487 $ 227 $ ( 132,610 ) ( 12,896 )

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

Shares issued for:

Prefunded warrants exercised — — 1,063,000 — — — — —

Common warrants exercised — — 882,000 — 1,879 — — 1,879

Vesting of restricted share units — — — — 322 — — — — —

Reverse stock split fractional adjustment — — — — 6 — — — — —

February 2025 private placement — — 260,000 — — — — —

September 2025 private placement — — 1,333,333 — 3,587 — — 3,587

Stock compensation — — — — — — 71 — — 71

Warrant reclassification from liabilities — — — — 2,002 — — 2,002

Foreign currency translation — — — — — 856 — 856

Fixed dividends Preferred Series B — — — — ( 951 ) — — ( 951 )

— — — — — — ( 14,146 ) ( 14,146 )

Balance as of September 30, 2025 167,972 $ — 5,512,319 $ — $ 126,210 $ 1,083 $ ( 146,756 ) $ ( 19,463 )

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

For the three months ended September 30, 2024

(in thousands, except share amounts)

Preferred Stock Class A

Common Stock Additional

Capital Accumulated

Comprehensive

Income Accumulated

Deficit Total

Shares Amount Shares Amount

Balance as of June 30, 2024 167,972 $ — 1,963,575 $ 1 $ 119,882 $ 443 $ ( 112,842 ) $ 7,484

Shares issued for:

Vesting of restricted share units — — 4,888 — — — — —

Stock compensation — — — — 166 — — 166

Foreign currency translation — — — — — 2,270 — 2,270

Fixed dividends Preferred Series B — — — — ( 317 ) — — ( 317 )

— — — — — — ( 3,061 ) ( 3,061 )

Balance as of September 30, 2024 167,972 $ — 1,968,463 $ 1 $ 119,731 $ 2,713 $ ( 115,903 ) $ 6,542

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

For the nine months ended September 30, 2024

(in thousands, except share amounts)

Preferred Stock Class A

Common Stock Additional

Capital Accumulated

Comprehensive

Income Accumulated

Deficit Total

Shares Amount Shares Amount

Balance as of December 31, 2023 167,972 $ — 1,940,899 $ 1 $ 119,724 $ 1,301 $ ( 104,275 ) $ 16,751

Shares issued for:

Vesting of restricted share units — — 27,564 — — — — —

Stock compensation — — — — 959 — — 959

Proceeds from issuance of common stock — — — — 43,333 — — — — —

Foreign currency translation — — — — — — — 570 — 570

1 unchanged sentence

Net loss — — — — — — — — ( 3,243 ) ( 3,243 )

Balance as of September 30, 2024 167,972 $ — 1,968,463 $ 1 $ 119,731 $ 2,713 $ ( 115,903 ) $ 6,542

Balance as of March 31, 2025 167,972 $ — — $ — 371,730 $ — $ 119,241 $ 797 $ ( 135,853 ) $ ( 15,815 )

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2025 and 2024

For the three months ended March 31, 2026 and 2025

(in thousands)

Nine Months Ended

September 30,

2025 September 30,

Three Months Ended

2026 March 31,

Cash flows from operating activities:

24 unchanged sentences

Cash flows from investing activities:

Purchases of property and equipment ( 158 ) ( 279 )

Purchases of furniture and fixtures, net ( 42 ) ( 127 )

Net cash used in investing activities $ ( 42 ) $ ( 127 )

2 unchanged sentences

Principal payments on short-term debt — ( 710 )

Principal payments on long term debt ( 2,387 ) ( 3,915 )

Payments of fixed dividends to Series B Preferred stockholders — ( 952 )

Proceeds from issuance of common stock and pre-funded warrants

Net change in related party accounts payable-inventory financing ( 609 ) —

Proceeds from the ATM Program 3,682 2,818

Net cash provided by (used in) financing activities $ 3,073 $ 4,608

9 unchanged sentences

Cash dividends declared to Series B Preferred stockholders $ 317 $ 317

Reclassification of warrant liabilities $ 2,002 $ —

See accompanying notes to unaudited condensed consolidated financial statements.

17 unchanged sentences

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

Note 1 in the Notes to the Consolidated Financial Statements for 2024 contained in the 2024 Annual Report filed with the SEC on March 28, 2025, describes the significant accounting policies that the Company used in preparing its condensed consolidated financial statements.

Note 1 in the Notes to the Consolidated Financial Statements for 2025 contained in the 2025 Annual Report filed with the SEC on April 15, 2026, describes the significant accounting policies that the Company used in preparing its condensed consolidated financial statements.

On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to reserves for inventory obsolescence;

7 unchanged sentences

REVERSE STOCK SPLIT

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

The par value of the Class A common stock was not adjusted.

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

All shares of Class A common stock and per share amounts for all periods presented in the condensed consolidated financial statements and the notes to the condensed consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in aggregate par value of Class A common stock to additional

paid-in capital on the condensed consolidated balance sheets of approximately $ 1 thousand.

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

There are presently no shares of Class B common stock outstanding and none were outstanding as of September 30, 2025.

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

In order to maintain compliance with NASDAQ Listing Rule 5550(a)(2) (the “Bid Price Rule”) and to manage its continued listing on Nasdaq, on December 16, 2025, the Company filed a 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 December 2025 1-for-6 reverse stock split, the authorized shares of Class A common stock were 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, 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.

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.

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 8, the Company was not in compliance with the Senior Leverage Ratio financial covenant under its Credit Agreement at September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025.

Non-compliance with the Senior Leverage Ratio financial covenant through June 30, 2025 was waived by the Agent and Lender under amendments to the Credit Agreement.

In addition, the Company was also not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2025, February 28, 2025, March 31, 2025, April 30, 2025, May 31, 2025, June 30, 2025, July 31, 2025, August 31, 2025, and September 30, 2025.

Non-compliance with the borrowing base covenant through July 31, 2025 was either waived by the Agent and Lender under amendments to the Credit Agreement or cured by making certain payments under the Credit Agreement.

On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $ 2.5 million working capital bridge loan in March 202 5 and (ii) waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Eighth Amendment) for the periods ended December 31, 2024 and March 31, 2025 and (2) the Borrowing Base defaults described in the Eighth Amendment for the months ended December 31, 2024, January 31, 2025 and February 28, 2025.

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

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

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

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

The Company did not meet this requirement.

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

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

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

On August 13, 2025, the Company entered into a forbearance agreement and ninth amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Ninth Amendment”) to waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Ninth Amendment) for the period ended June 30, 2025, (2) the Borrowing Base defaults described in the Ninth Amendment for the months ended April 30, 2024, May 31, 2025, June 30, 2025, and July 31, 2025, and (3) the failure to comply with the Recapitalization Requirement.

Pursuant to the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $ 0.7 million to $ 1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 2025.

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

The Company applied these payments to the bridge loan and related fee, leaving a balance due at August 31, 2025 of $ 1.4 million.

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

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

In addition, the Company’s Term Loan, which has an outstanding balance of $ 36.7 million as of September 30, 2025, matures on December 31, 2025.

As of September 30, 2025, the Company's short-term debt will mature within three months.

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

However there can be no assurance that these efforts will be successful prior to the maturity date at which time all amounts under the Term Loan will become due.

The Company does not expect it will have the available resources, absent a financing or refinancing, to pay the loan when due.

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

In view of the Term Loans being payable in full within the next three months and the expected non-compliance with the Senior Leverage Ratio, continuation as a going concern is dependent upon the Company’s ability to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on more favorable terms.

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

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

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

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

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

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

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

REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

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

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

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

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

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

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

As of March 31, 2026, the Company had cash and cash equivalents of $ 6.9 million and working capital of $ 25.3 million.

The Company has incurred operating losses in recent periods, and as of March 31, 2026, had an accumulated deficit of $ 162.9 million.

The Company’s management has concluded as of March 31, 2026 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.

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-Q 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.

RECLASSIFICATIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The company determined that its arrangement with J.J.

Astor is accounted for as a product financing arrangement under ASC 470-40.

The Company recognizes a Related Party Account Payable and the corresponding inventory on the balance sheet.

Accordingly, the Company reclassified certain amounts previously reported in the consolidated statement of cash flows included in its Annual Report on Form 10-K for the year ended December 31, 2025 to conform to the current

period presentation.

The reclassifications reflect the presentation of cash flows associated with the J.J.

Astor inventory financing arrangement within financing activities rather than operating activities.

The Company has evaluated these reclassifications in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, Financial Accounting Standards Board (“FASB”) Concepts Statement No.

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

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

The corrections had no impact on the Statement of Operations and Comprehensive Loss or Statement of Changes in Stockholders’ (Deficit) Equity for the prior period ended, September 30, 2024.

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

September 30, 2024

As reported Adjustments As revised

Accounts receivable – trade, net of allowances 25,387 1,310 $ 26,697

Prepaid expenses and other current assets 9,157 236 $ 9,393

Total assets 141,395 1,546 $ 142,941

Accounts payable and accrued expenses 26,050 ( 551 ) $ 25,499

Other short-term liabilities 2,003 1,838 $ 3,841

Total current liabilities 41,533 1,287 $ 42,820

Total liabilities 106,348 1,287 $ 107,635

Total liabilities and stockholders’ equity 141,395 1,546 $ 142,941

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

September 30, 2024

As reported Adjustments As revised

Change in allowance for sales returns and volume rebate ( 1,820 ) ( 551 ) ( 2,371 )

Prepaid expenses and other current assets ( 1,009 ) 23 ( 986 )

Accounts payable and accrued expenses ( 7,791 ) 551 ( 7,240 )

Other liabilities 2,099 ( 23 ) 2,076

The reclassifications had no impact on the Balance Sheets, the Statement of Operations and Comprehensive Loss, or Statement of Changes in Stockholders’ (Deficit) Equity for the prior year ended, December 31, 2025.

The following table summarizes the reclassification adjustments made to the Company’s previously issued consolidated statement of cash flows for the period presented below (in thousands):

For the year ended December 31, 2025

As Reported Adjustment As Revised

Cash flows from operating activities

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

Cash flows from financing activities:

Net change in related party accounts payable-inventory financing $ — $ 3,699 $ 3,699

FAIR VALUE OF FINANCIAL INSTRUMENTS

13 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

As of June 30, 2025, the Company classified newly issued warrants to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock (the “2025 Common Warrants”) as a liability due to the Company having insufficient authorized shares at June 30, 2025 to share-settle the 2025 Common Warrants, which were otherwise determined to be equity classified.

The Company also reclassified 32,308 vested stock options from equity classification to liability classification as a result of the Company having insufficient authorized shares of Class A common stock available pursuant to the Company’s articles of incorporation at June 30, 2025 to settle the share-based payment arrangements when the awards are exercised.

On August 8, 2025, at the Company's annual meeting of shareholders, the Company's shareholders approved and amendment of the Company's articles of incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000 .

As a result, the Company reclassified the 2025 Common Warrants and the vested stock options to equity at their respective fair value.

Transfers into Level 3 measurements during the nine months ended September 30, 2025 of approximately $ 1.5 million were related to the 2025 Common Warrants.

The balance was transferred out of Level 3 measurement as of September 30, 2025.

There were no transfers into or out of Level 3 measurements in the first nine months of 2024.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 Markets for

There were no transfers into or out of Level 3 measurements in the first quarter of 2026.

Transfers into Level 3 measurements during the three months ended March 31, 2025 of approximately $ 1.5 million were related to the 2025 Common Warrants.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands):

Description Markets for

(Level 1) Other

1 unchanged sentence

(Level 3) Carrying

September 30,

Common Warrants Liabilities $ — $ — $ 2,002 $ 2,002

Derivative liabilities - warrant instruments — — 2 2

Derivative liabilities - related party — — 511 511

Long-term incentive plan $ — $ — $ 206 $ 206

December 31, 2024 Markets for

Description Markets for

(Level 1) Other

1 unchanged sentence

(Level 3) Carrying

Common Warrants Liabilities $ — $ — $ 2,002 $ 2,002

Derivative liabilities - warrant instruments — — 5 5

Derivative liabilities - related party — — 476 476

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

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

(in thousands) Common warrants

(in thousands)

Balance, June 30, 2025 $ 52 $ 71 $ 1,711

Amount paid in period — ( 236 ) —

Change in fair value 235 282 291

Reclass to equity — — ( 2,002 )

Balance, September 30, 2025 $ 287 $ 117 $ —

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

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

Common warrants issuance on February 21, 2025

Issuance during period — — — 105

Amount paid in period — — — ( 37 )

Change in fair value — ( 3 ) 35 ( 67 )

Reclass to equity — — ( 2,002 )

Balance, September 30, 2025 $ 287 $ 117 $ —

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

Balance, June 30, 2024 $ 9 $ — $ —

Change in fair value ( 6 ) 274 —

Balance, September 30, 2024 $ 3 $ 274 $ —

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

Balance, March 31, 2026 $ 2,002 $ 2 $ 511 $ 206

Common Warrants Liabilities

(in thousands) Derivative Liabilities

(in thousands) Related Party Derivative Liabilities

(in thousands) Long-term incentive plan

(in thousands)

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

Common warrants issuance on February 21, 2025

Reclass to accrued expenses

— — — ( 236 )

Change in fair value ( 1,936 ) 9 — 67

Balance, September 30, 2024 $ 3 $ 274 $ —

Balance, March 31, 2025 $ 1,460 $ 10 $ — $ 189

See Note 9 and Note 12 for discussion of the valuation techniques and inputs and reconciliation of the opening and closing balances of the fair value of warrants and long-term incentive plan, respectively.

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Basic net loss per share is computed by dividing net loss attributable to Class A common stockholders by the weighted-average number of shares of Class A common stock outstanding during the period.

For purposes of this calculation, options to purchase Class A common stock, restricted stock units subject to vesting, and pre-funded warrants to purchase Class A common stock were considered to be Class A common stock equivalents.

For purposes of this

calculation, options to purchase Class A common stock, restricted stock units subject to vesting, and pre-funded warrants to purchase Class A common stock were considered to be Class A common stock equivalents.

Diluted net loss per share of Class A common stock is determined using the weighted-average number of shares of Class A common stock outstanding during the period, adjusted for the dilutive effect of Class A common stock equivalents.

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

For the three and nine months ended September 30, 2025, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 5 thousand shares issuable upon exercise of options to purchase Class A common stock, 6 thousand unvested shares of restricted stock and 0.9 million shares issuable

upon exercise of warrants.

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

For the three and nine months ended September 30, 2024, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 36 thousand shares from options to purchase shares of common stock and 22 thousand of unvested restricted stock units as well as 0.3 million shares of Class A common stock issuable upon exercise of warrants.

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

For the three months ended March 31, 2026, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 0.3 thousand shares from options to purchase shares of common stock, 0.4 thousand of unvested restricted shares, and 0.1 million shares issuable upon exercise of warrants.

For the three months ended March 31, 2025, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 5.7 thousand shares from options to purchase shares of common stock and 2.0 thousand of unvested restricted stock units as well as 0.5 million shares of Class A common stock issuable upon exercise of warrants.

Additionally, potentially dilutive securities of 14.6 thousand 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 excludes all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing transaction from revenue (for example, sales and use taxes).

In essence, the Company is reporting these amounts collected on behalf of the applicable government agency on a net basis as though they are acting as an agent.

In essence, the Company is reporting these amounts collected on behalf of the applicable government agency on a net basis as though they are acting as

The taxes collected and not yet remitted to the governmental agency are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

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

Since observable prices are not available, SSPs are established that reflect the Company’s best estimates of what

the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis.

Since observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis.

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

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Contract liabilities are reflected in deferred revenue in the accompanying condensed consolidated balance sheets and reflect amounts allocated to performance obligations that have not yet been transferred to the customer related to software maintenance, hardware maintenance, and subscription services.

The Company had no material contract assets as of September 30, 2025 or December 31, 2024.

During the three months ended September 30, 2025 and September 30, 2024, respectively, the Company recognized $ 1.7 million and $ 2.1 million of revenue that was included in the deferred revenue balance as of December 31, 2024 and December 31, 2023, respectively.

During the nine months ended September 30, 2025 and September 30, 2024, the Company recognized $ 5.5 million and $ 6.5 million of revenue that was included in the deferred revenue balance as of December 31, 2024 and December 31, 2023, respectively.

The Company had no material contract assets as of March 31, 2026 or December 31, 2025.

During the three months ended March 31, 2026 and March 31, 2025, respectively, the Company recognized $ 1.5 million and $ 1.9 million of revenue that was included in the deferred revenue balance as of December 31, 2025 and December 31, 2024, respectively.

Variable Consideration

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The Company generally does not allow product returns other than under assurance warranties or hardware maintenance contracts.

However, the Company, on a case-by-case basis, will grant exceptions, mostly for “buyer’s remorse” where the distributor or reseller’s end customer either did not understand what they were ordering or otherwise determined that the product did not meet their needs.

not meet their needs.

An allowance for sales returns is estimated based on an analysis of historical trends.

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These estimates are generally made using the most likely method based on historical experience and are measured at each reporting date.

There was no material revenue recognized in the three and nine months ended September 30, 2025 related to changes in estimated variable consideration that existed at December 31, 2024.

There was no material revenue recognized in the three months ended March 31, 2026 related to changes in estimated variable consideration that existed at December 31, 2025.

Remaining Performance Obligations

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Remaining performance obligations represent the portion of the transaction price in a contract allocated to products and services not yet transferred to the customer.

As of September 30, 2025 and December 31, 2024, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $ 24.4 million and $ 24.2 million, respectively.

The Company expects to recognize revenue on approximately 38 % of the remaining performance obligations during the next 12 months, 28 % in the following 12 months, 19 % in the 12 months ended September 30, 2027, 11 % in the 12 months ended September 30, 2028, with the remaining 4 % recognized thereafter.

As of March 31, 2026 and December 31, 2025, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $ 23.2 million and $ 24.1 million, respectively.

The Company expects to recognize revenue on approximately 39 % of the remaining performance obligations during the next 12 months, 28 % in the following 12 months, 19 % in the 12 months ended March 31, 2029, 11 % in the 12 months ended March 31, 2030, with the remaining 3 % recognized thereafter.

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

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Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) (in thousands)

2025 2024 2025 2024

(in thousands)

Product revenue $ 20,559 $ 21,643

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

Total deferred commissions, net of accumulated amortization, as of September 30, 2025 and December 31, 2024 were both less than $ 0.5 million, respectively.

Total deferred commissions, net of accumulated amortization, as of March 31, 2026 and December 31, 2025 were both less than $ 0.5 million, respectively.

The Company has not historically incurred any material fulfillment cost that meet the criteria for capitalization.

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Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance.

Our CODM is our Chief Executive Officer.

Our CODM is our Executive Committee.

The Company’s operations are organized, managed and classified into three reportable segments – Europe, Middle East, and Africa (“EMEA”), North and Central America (the “Americas”) and all other geographic regions (“Rest of World”).

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ACCOUNTING STANDARDS PENDING ADOPTION

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

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

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

This change will apply on a prospective basis to annual financial

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).

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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Induced Conversions of Convertible Debt Instruments , to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt-Debt with Conversion and Other Options.

This change is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

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

The Company adopted ASU 2024-04 effective January 1, 2026.

The adoption of this standard did not have a material impact on the Company’s condensed consolidated 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.

The Board is issuing 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):

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NOTE 2 – ACCOUNTS RECEIVABLE - TRADE

Accounts receivable consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):

Accounts receivable consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

Accounts receivable – trade $ 14,729 $ 16,413

2 unchanged sentences

NOTE 3 – INVENTORIES

Inventories consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):

Inventories consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

Finished goods $ 38,500 $ 40,103

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NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following at September 30, 2025 and December 31, 2024 (in thousands):

Prepaid expenses and other current assets consisted of the following at March 31, 2026 and December 31, 2025 (in thousands):

Prepayments to vendors $ 3,059 $ 625

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Prepaid expenses and other current assets $ 8,170 $ 6,624

Prepaid expenses and other current assets as of September 30, 2025 and December 31, 2024 are net of reserves of $ 1.4 million related to vendor receivables.

Prepaid expenses and other current assets as of March 31, 2026 and December 31, 2025 are net of reserves of $ 1.4 million related to vendor receivables.

NOTE 5 – INTANGIBLE ASSETS

Intangible Assets

Intangible assets consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):

Intangible assets consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

Useful lives 2026 2025

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Intangible assets, net of accumulated amortization $ 14,515 $ 17,080

For the three months ended September 30, 2025 and 2024, the Company recorded amortization expense of $ 2.5 million and $ 1.9 million, respectively.

For the nine months ended September 30, 2025 and 2024, the Company recorded amortization expense of $ 7.3 million and $ 5.7 million, respectively.

Changes to gross carrying amount of recognized intangible assets due to translation adjustments include approximately $ 2.8 million as of September 30, 2025 and ($ 0.8 ) million as of December 31, 2024.

For the three months ended March 31, 2026 and 2025, the Company recorded amortization expense of $ 2.5 million and $ 2.3 million, respectively.

Changes to gross carrying amount of recognized intangible assets due to translation adjustments include approximately $ 0.1 million as of March 31, 2026.

No changes in the gross carrying amount of recognized intangible assets were due to translation adjustments as of December 31, 2025.

As of December 31, 2025, the Company’s patent and non-compete intangible assets were fully amortized.

NOTE 6 – LEASES

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Generally, these leases have initial lease terms of five years or less.

As of September 30, 2025, the Company had no leases classified as finance leases.

As of March 31, 2026, the Company had no leases classified as finance leases.

The Company is currently not a lessor in any lease arrangement.

Operating lease expense was $ 589 thousand and $ 595 thousand for the three months ended September 30, 2025 and 2024, respectively and $ 1.8 million for each of the nine months ended September 30, 2025 and 2024.

Variable and short-term lease cost was $ 229 thousand and $ 470 thousand for the three months ended September 30, 2025 and 2024, respectively and $ 966 thousand and $ 1.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Cash paid for amounts included in the measurement of lease liabilities was $ 604 thousand and $ 426 thousand for the three months ended September 30, 2025 and 2024, respectively and $ 1.8 million and $ 1.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Operating lease expense was $ 501 thousand and $ 583 thousand for the three months ended March 31, 2026 and 2025, respectively.

Variable and short-term lease cost was $ 404 thousand and $ 323 thousand for the three months ended

March 31, 2026 and 2025, respectively.

Cash paid for amounts included in the measurement of lease liabilities was $ 517 thousand and $ 599 thousand for the three months ended March 31, 2026 and 2025, respectively.

Future maturities of the Company’s operating lease liabilities are summarized as follows (in thousands):

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Present value of lease liabilities $ 6,992

The following is supplemental lease information as of September 30, 2025 and December 31, 2024:

The following is supplemental lease information as of March 31, 2026 and December 31, 2025:

Weighted-average remaining lease term (years) 9.8 9.9

1 unchanged sentence

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):

Accounts payable and accrued expenses consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

Accounts payable $ 15,110 $ 17,108

Accounts payable - related party 3,090 3,699

Accrued expenses and other 5,070 5,454

1 unchanged sentence

NOTE 8 – DEBT

The following is a summary of the Company’s debt as of September 30, 2025 and December 31, 2024 (in thousands):

The following is a summary of the Company’s debt as of March 31, 2026 and December 31, 2025 (in thousands):

Debt – Third Parties

Paycheck Protection Program $ — $ 16

Note payable - Whitehawk 32,243 32,243

Total debt 32,243 32,243

Net (prepayment premium), discount and issuance costs ( 1,451 ) 498

Premium, discount and issuance costs ( 1,897 ) ( 1,908 )

Current portion of debt 1,274 1,274

Long-term debt $ 32,866 $ 32,877

Total debt (net of premium, discount and issuance costs) $ 34,140 $ 34,151

Interest expense, net was $ 1.3 million and $ 2.5 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

Debt - Third Parties:

Whitehawk Finance LLC

In December 2021, the Company and substantially all of its direct and indirect subsidiaries (the “Loan Parties”) entered into a term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with Whitehawk Finance LLC, as lender (the “Lender”), and White Hawk Capital Partners, LP, as collateral agent (“Whitehawk” or the “Collateral Agent”).

Under the Credit Agreement, the Company received an initial term loan of $ 58.5 million and a subsequent

delayed draw facility of up to $ 10 million (collectively, the “Term Loans”).

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

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

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 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.

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

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

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

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

The Fifth Amendment also amended and restated the Senior Leverage Ratio and Minimum Liquidity requirements.

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

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

The Sixth Amendment provided the Company with an additional $ 2 million working capital bridge loan in April 2024, and an additional $ 3 million working capital bridge loan in June 2024, of which $ 2 million was advanced to the Company.

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

$ 4.0 million).

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

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

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

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

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2024.

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

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

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’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 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 Agr eement 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.

7 unchanged sentences

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 also was not in compliance with its financial covenant related to the borrowing base under the Credit Agreement at March 31, 2025.

However, the non-compliance was cured by the payment of approximately $ 1.3 million under the Credit Agreement in April and May 2025.

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at September 30, 2025.

In addition, the Company was not in compliance with its borrowing base covenant under the Credit Agreement at July 31, 2025, August 31, 2025, and September 30, 2025.

In connection with the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $ 0.7 million to $ 1.0 million and to change its interest payments from being due quarterly to being due monthly beginning in August 2025.

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.

Pursuant to the May 2026 Forbearance Agreement, the Lenders granted a limited waiver of the borrowing base and Minimum Consolidated Adjusted EBITDA defaults for the periods ended March 31, 2026 and April 30, 2026.

As such, the debt outstanding from Boxlight to Whitehawk is classified as Long-Term debt in the financial periods ended March 31, 2026 and 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

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

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

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 .

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The Whitehawk warrants were repriced to $ 264.00 , and shares increased to 15,480 .

On February 19, 2025, the Company entered into a Securities Purchase Agreement with certain institutional accredited investors.

According to the terms of the Credit Agreement, as amended, the Purchase Agreement triggered a reduction of the exercise price of the Whitehawk warrants and a revaluation of the derivative liability.

On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors (the “2025 Investors”).

According to the terms of the Credit Agreement, as amended, the Purchase Agreement triggered a reduction of the exercise price of the warrants and a revaluation of the derivative liability.

The Whitehawk warrants were repriced to $ 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 $ 15.11 , and shares increased to 270,463 .

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

NOTE 9 – DERIVATIVE LIABILITIES

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

September 30, 2025

March 31, 2026

Common stock issuable upon exercise of warrants 45,077

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Risk free interest rate (1) 3.68 %

Expected life in years 1.25 years

Expected life in years 1 year

Expected volatility (2) 178.0 %

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Risk free interest rate (1) 3.42 %

Expected life in years 2 years

Expected life in years 1 year

Expected volatility (2) 187.0 %

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NOTE 10 – INCOME TAXES

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

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

Three Months Ended

September 30, Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

March 31, Three Months Ended

United States $ ( 5,025 ) $ ( 2,232 )

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Total pretax book loss $ ( 6,910 ) $ ( 3,393 )

The Company recorded income tax benefit of $ 261 thousand and income tax benefit of $ 12 thousand for the three months ended September 30, 2025 and 2024, respectively, and income tax benefit of $ 137 thousand and income tax expense of $ 767 thousand for the nine months ended September 30, 2025 and 2024, respectively.

The effective tax rate was 1.0 % and ( 7.1 )% for the nine months ended September 30, 2025 and 2024 due to various permanent differences for Boxlight and a change in valuation allowance for certain deferred assets.

The Sahara entities are fully taxable.

The increase in tax expense year-over-year is largely due to an increase in foreign-sourced book income.

The Company recorded income tax benefit of $ 385 thousand and $ 150 thousand for the three months ended March 31, 2026 and 2025, respectively.

The effective tax rate was 5.6 % due to various permanent differences for Boxlight and a change in valuation allowance for certain deferred assets.

On July 4, 2025, the president signed H.R.

1 (commonly know as the One Big Beautiful Bill Act) into law.

The law introduces many significant federal income tax changes with various effective dates.

ASU 740 requires that the effects of a change in tax laws or rates should be recorded in the interim period that includes the enactment date.

The company does not expect a material impact on the effective tax rate, but does expect a current tax benefit from utilizing the tax law changes under OBBBA related to expensing of prior year unamortized Domestic IRC Sec.

174 costs, 100% bonus depreciation on personal property, and interest deferred rule changes under IRC Sec.

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

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The Company has evaluated both positive and negative evidence as to the ability of its legacy entities in each jurisdiction to generate future taxable income.

Based on its long history of cumulative losses in those jurisdictions, it believes it is appropriate to maintain a full valuation allowance on its net deferred tax asset at September 30, 2025 and December 31, 2024.

The Company completed its IRC Sec.

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

This caused a limit on the net operating losses generated before 2020.

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

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

This includes the deferred tax liability recorded during 2021 for the acquisition of Interactive Concepts.

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

Based on its long history of cumulative losses in those jurisdictions, it believes it is appropriate to maintain a full valuation allowance on its net deferred tax asset at March 31, 2026 and December 31, 2025.

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

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Statutes of limitations vary in other immaterial jurisdictions.

On July 4, 2025, the president signed H.R.

1 (commonly known as the One Big Beautiful Bill Act) into law.

The law introduces many significant federal income tax changes with various effective dates.

ASU 740 requires that the effects of a change in tax laws or rates should be recorded in the interim period that includes the enactment date.

The Company will continue to assess the impact of the new tax law on their tax assets and liabilities for future periods that include the enactment date.

NOTE 11 – EQUITY

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(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;

(3) 0 shares of voting Series C Preferred Stock;

and (4) remaining shares of “blank check” Preferred Stock to be designated by the Company’s board of directors.

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At the time of the Company’s initial public offering, the Company issued 250,000 shares of the Company’s non-voting convertible Series A Preferred Stock to Vert Capital for the acquisition of Genesis Collaboration LLC.

As of September 30, 2025, a total of 167,972 shares of Series A preferred stock remained outstanding which can be converted into 6,693 shares of Class A common stock, at the discretion of the Series A stockholder.

As of March 31, 2026, a total of 167,972 shares of Series A Preferred Stock remained outstanding which can be converted into 6,693 shares of Class A common stock, at the discretion of the Series A stockholder.

Series B Preferred Stock and Series C Preferred Stock

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The Series B Preferred Stock has a stated and liquidation value of $ 10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8 % per annum, payable quarterly.

The Series B preferred stock was convertible into the Company’s Class A common stock at a conversion price of $ 66.40 per share which was the closing price of the Company’s Class A common stock on the Nasdaq Stock Market on September 25, 2020 (the “Conversion Price”).

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

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

The Series C preferred stock was also subject to redemption on the same terms commencing January 1, 2026.

The aggregate estimated fair value of the Series B and C preferred stock of $ 28.5 million was included as part of the total consideration paid for the purchase of Sahara.

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

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

As the redemption features in the Series B preferred stock and Series C preferred stock are not solely within the control of the Company, the Company has classified the Series B preferred stock and Series C preferred stock as temporary equity in the Company’s condensed consolidated balance sheet.

On October 1, 2025, the Company entered into an agreement (the "Agreement") with all of the holders of its Series B preferred stock and Series C preferred stock.

Pursuant to the Agreement, the holders converted all outstanding shares of Series C preferred stock—constituting a total of 1,320,850 shares - into a total of 198,920 shares of Class A common stock, par value $ 0.0001 per share.

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

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

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

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

The Series B Preferred Stock is convertible into the Company’s Class A common stock at a conversion price of $ 66.40 per share which was the closing price of BOXL’s Class A common stock on the Nasdaq Stock Market on September 25, 2020 (the “Conversion Price”) either (i) at the option of the holder at any time after January 1, 2024 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).

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).

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 preferred stock are first paid.

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 preferred stock at a redemption price per share of $ 10.00 until all such shares are redeemed and repurchased.

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

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

On August 8, 2025, at the Company's annual meeting of shareholders, the Company's shareholders approved an amendment to the Company's articles of incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000 .

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 April 20, 2026, the Company received a new notice from Nasdaq indicating that, based on the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, it no longer complied with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), because the Company reported stockholders’ equity of approximately $ 1.255 million, which is below the $2.5 million minimum required for continued listing on the Nasdaq Capital Market.

The notice does not have an immediate effect on the listing or trading of the Company’s Class A common stock, and the Company has until June 4, 2026 to submit a plan to regain compliance.

If Nasdaq accepts the plan, it may grant the Company up to 180 calendar days from April 20, 2026, or until October 17, 2026, to regain compliance;

if the plan is not accepted, the Company may appeal Nasdaq’s determination.

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-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.

Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock.

As of September 30, 2025 and December 31, 2024, the Company had 5,512,319 and 1,970,615 shares of Class A common stock issued and outstanding, respectively.

No Class B shares were outstanding as of September 30, 2025 or December 31, 2024.

As of March 31, 2026 and December 31, 2025, the Company had 3,401,707 and 1,370,010 shares of Class A common stock issued and outstanding, respectively.

No Class B shares were outstanding as of March 31, 2026 or December 31, 2025.

February 2025 Private Placement

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

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 .

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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 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 Pre-Funded Warrant Shares.

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

Through September 30, 2025, the holders exercised all of the Pre-Funded Warrants.

In addition, two of the holders of the 2025 Common Warrants exercised a total of 882,000 warrants with a total exercise price of $ 1.9 million.

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

September 2025 Registered Direct Offering

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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.

The Company had equity warrants outstandi ng of 895,787 and 277,201 as of September 30, 2025 and December 31, 2024, respectively.

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.

As of January 21, 2026, the Company sold the remaining shares available under the “at the market offering” program (“ATM Program”).

In total, the Company sold 2,449,653 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.

The Company had equity warrants outstandi ng of 75,798 and 149,298 as of March 31, 2026 and December 31, 2025, respectively.

NOTE 12 – 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 25,830 shares under the 2021 Plan such that the Company was over the authorized share number.

Stock Options

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Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting as they occur.

The following is a summary of the option activities during the nine months ended September 30, 2025:

Number of Units

Outstanding, December 31, 2024 34,141

Expired ( 28,859 )

Outstanding, September 30, 2025 5,282

Exercisable, September 30, 2025 4,845

There was no stock option activity during he three months ended March 31, 2026.

As of March 31, 2026, 300 stock options were outstanding and exercisable.

Restricted Stock Units

Under the Company’s 2014 Plan and 2021 Plan, the Company may grant restricted stock units (“RSUs”) to certain employees and non-employee directors.

Each RSU represents a contingent right to receive one share of Class A common stock.

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

Compensation expense related to the RSUs is reduced by the fair value of units that are forfeited by employees that leave

the Company prior to vesting.

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.

The RSUs vest over a range of immediately vested to four-year vesting periods in accordance with the terms of the applicable RSU grant agreement.

The following is a summary of the RSU activities during the nine months ended September 30, 2025:

The following is a summary of the RSU activities during the three months ended March 31, 2026:

Number of Units

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Forfeited ( 21 )

Outstanding, September 30, 2025 6,120

The following is a summary of the warrant activities for warrants to purchase Class A common stock during the nine months ended September 30, 2025:

Outstanding, March 31, 2026 440

The following is a summary of the warrant activities for warrants to purchase Class A common stock during the three months ended March 31, 2026:

Outstanding, December 31, 2025 149,298

Granted 2,386,000

Contractual increase for share sales 177,586

Exercised ( 73,500 )

Outstanding, September 30, 2025 895,787

Exercisable, September 30, 2025 895,787

Outstanding, March 31, 2026 75,798

Exercisable, March 31, 2026 75,798

Stock Compensation Expense

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

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

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

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

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

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

The target payout for senior management over the remaining term is $ 468 thousand.

Consequently, the projected payout under the LTIP awarded to the Board was $ 105 thousand as of March 31, 2026 due to the change in stock price.

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

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

The $ 37 thousand TLIP payout in the three months ended March 31, 2026 was exclusively attributable to executive departures.

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

The liability is recognized in other short-term liabilities in the consolidated balance sheets.

The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of September 30, 2025 to be $ 117 thousand.

Key inputs to the valuation of the awards include the stock

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

September 30, 2025

The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of

March 31, 2026 to be $ 104 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.

March 31, 2026

Market value of common stock on measurement date $ 1.23

Risk free interest rate (1) 3.68 %

Expected life in years 1.75 years

Expected life in years 1.25

Expected volatility (2) 178 %

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(2) The historical trading volatility was based on historical fluctuations in stock price for Boxlight.

For the three and nine months ended September 30, 2025 and 2024, the Company recorded the following stock compensation in general and administrative expense (in thousands):

For the three months ended March 31, 2026 and 2025, the Company recorded the following stock compensation in general and administrative expense (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Stock options $ — $ 5

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Total stock compensation expense $ 163 $ 169

As of September 30, 2025, there was approximately $ 0.2 million of unrecognized compensation expense related to unvested options, RSU’s, and warrants, which will be amortized over the remaining vesting period.

As of March 31, 2026, there was approximately $ 0.08 million of unrecognized compensation expense related to unvested options and RSU’s, which will be amortized over the remaining vesting period.

NOTE 13 – RELATED PARTY TRANSACTIONS

Management Agreement

On November 1, 2022, the Company entered into a consulting agreement with Mark Elliott, former Chief Executive Officer of Boxlight and a member of the Board of Directors through June 16, 2025, when he resigned as a non-executive director and became an advisor to the Board.

On November 1, 2022, the Company entered into a consulting agreement with Mark Elliott, former Chief Executive Officer of Boxlight and a current member of the Board of Directors.

Under the terms of the agreement, Mr.

3 unchanged sentences

The agreement, unless cancelled, will automatically renew on December 31, 2026.

For the nine months ended September 30, 2025 and 2024, the Company paid $ 91 thousand and $ 189 thousand under the agreement, respectively.

For the three months ended March 31, 2026 and 2025, the Company paid $ 46 thousand and $ 42 thousand under the agreement, respectively.

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

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The Management Agreement became effective as of the first day of the same month that Mr.

Pope's employment with the Company terminated, and was in effect for a period of 13 months, in which Mr.

Pope’s employment with the Company terminated, and will be in effect for a period of 13 months, in which Mr.

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

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In accordance with the Management Agreement, Mr.

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

For the nine months ended September 30, 2025, the Company paid $ 43 thousand under the agreement.

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

For the three months ended March 31, 2025, the Company paid $ 43 thousand under the agreement.

Pope continues to serve as a director of the Company.

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

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

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.

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.

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.

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

In the event of such default by the Company, the aggregate outstanding balance owing to J.J.

ASTOR is automatically increased by 10 % and begins to accrue interest at the rate of 19 % per annum, compounded daily.

Amounts advanced under the agreement were $ 1.5 million as of September 30, 2025.

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.

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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 for each $1.00 advanced.

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

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.

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

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.

The amendment also increased the aggregate Maximum Inventory Purchase Amount available under the agreement from $ 9.0 million to $ 10.0 million.

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.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

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The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s products.

As of September 30, 2025, the total amount of such open inventory purchase orders was $ 24.2 million.

As of March 31, 2026, the total amount of such open inventory purchase orders was $ 23.4 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 March 31, 2026 and December 31, 2025, the aggregate outstanding obligation under this arrangement was $ 2.6 million and $ 3.7 million, respectively, 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.

NOTE 15 – CUSTOMER AND SUPPLIER CONCENTRATION

There was no customer that accounted for greater than 10% of the Company's consolidated revenues for the nine months ended September 30, 2025.

There was one customer that accounted for greater than 10% of the Company's consolidated revenues for the nine months ended September 30, 2024.

Customer Total revenues

from the customer

as a percentage of

total revenues

for the three months ended

September 30,

2025 Accounts

receivable from

the customer as of

September 30,

(in thousands) Total revenues

from the customer

as a percentage of

total revenues

for the three months ended

September 30,

2024 Accounts

receivable from

the customer as of

September 30,

(in thousands)

1 — % $ — 10.0 % $ 581

For the nine months ended September 30, 2025 and 2024, the Company’s purchases were concentrated primarily with one vendor .

There was no customer that accounted for greater than 10% of the Company’s consolidated revenues for the three months ended March 31, 2026 and 2025.

For the three months ended March 31, 2026 and 2025, the Company’s purchases were concentrated primarily with two vendors .

Details are as follows:

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total cost of

the nine months ended

September 30,

the three months ended

2026 Accounts payable

to the vendor

September 30,

(in thousands) Total purchases

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of total cost of

the nine months ended

September 30,

the three months ended

2025 Accounts payable

the vendor as of

September 30,

(in thousands)

1 50.0 % $ 10,802 30.0 % $ 8,652

The Company believes there are other suppliers that could be substituted should the above cited vendor were to become unavailable or non-competitive.

2 16.0 % $ 2,601 — % $ —

The Company believes that alternative suppliers are available if the referenced vendors become unavailable or no longer competitive.

NOTE 16 – SEGMENTS

Information about our Company’s operations by operating segment for the three and nine months ended September 30, 2025 and 2024 is shown in the following tables (in thousands):

For the three months ended

September 30, 2025

Information about our Company’s operations by operating segment is shown in the following tables (in thousands):

March 31, 2026

Americas EMEA Rest of World Eliminations and Adjustments Total

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22 598 — 112 732

Net (Loss) Income $ ( 5,458 ) $ ( 1,924 ) $ 26 $ 1,172 $ ( 6,184 )

For the nine months ended

September 30, 2025

Americas EMEA Rest of World Eliminations and Adjustments Total

Revenues, net $ 40,110 $ 43,399 $ 826 $ ( 1,723 ) $ 82,612

Cost of sales 26,324 29,794 353 ( 1,227 ) 55,244

Segment gross profit 13,786 13,605 473 ( 496 ) 27,368

General and administrative expenses 15,624 11,374 291 — 27,289

Depreciation and amortization 1,975 5,706 — — 7,681

Research and development expenses 3,128 596 — ( 562 ) 3,162

Interest expense 7,507 304 — — 7,811

Income tax expense (benefit) ( 26 ) ( 111 ) — — ( 137 )

Other segment items (3)

( 518 ) ( 2,240 ) 3 ( 1,537 ) ( 4,292 )

Net (Loss) Income $ ( 13,904 ) $ ( 2,024 ) $ 179 $ 1,603 $ ( 14,146 )

Net Loss $ ( 4,455 ) $ ( 2,016 ) $ 39 $ ( 93 ) $ ( 6,525 )

(1) Eliminations and adjustments represent net sales between the Americas, EMEA and Rest of World segments.

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(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the Chief Operating Decision Maker.

(3) Other Segment items for each reportable segment includes Other Expense, which consists of the effects of changes in the fair value of derivative liabilities and warrants.

For the three months ended

September 30, 2024

Americas EMEA Rest of World Eliminations and Adjustments Total

Revenues, net $ 16,719 $ 20,412 $ ( 215 ) $ ( 627 ) $ 36,289

Cost of sales 10,480 14,120 ( 129 ) ( 434 ) 24,037

Segment gross profit 6,239 6,292 ( 86 ) ( 193 ) 12,252

General and administrative expenses 5,829 4,050 135 — 10,014

Depreciation and amortization 852 1,223 — — 2,075

Research and development expenses 1,042 189 — ( 209 ) 1,022

Interest expense 2,550 — — — 2,550

Income tax expense (benefit) ( 39 ) 27 — — ( 12 )

Other segment items (3)

57 ( 418 ) ( 5 ) 30 ( 336 )

Net (Loss) Income $ ( 4,052 ) $ 1,221 $ ( 216 ) $ ( 14 ) $ ( 3,061 )

For the nine months ended

September 30, 2024

(3) Other Segment items for reach reportable segment includes:

Research and development - consists primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications.

Other Expense - consists of interest expense associated with our debt financing arrangements, the effects of changes in the fair value of derivative liabilities and warrants.

March 31, 2025

Americas EMEA Rest of World Eliminations and Adjustments Total

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( 1,346 ) ( 693 ) — 37 ( 2,002 )

Net (Loss) Income $ ( 11,796 ) $ 415 $ ( 107 ) $ ( 140 ) $ ( 11,628 )

Net Loss $ ( 2,031 ) $ ( 1,274 ) $ 97 $ ( 35 ) $ ( 3,243 )

(1) Eliminations and adjustments represent net sales between the Americas, EMEA and Rest of World segments.

1 unchanged sentence

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the Chief Operating Decision Maker.

(3) Other Segment items for each reportable segment includes Other Expense, which consists of the effects of changes in the fair value of derivative liabilities.

September 30,

(3) Other Segment items for reach reportable segment includes:

Research and development - consists primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications.

Other Expense - consists of interest expense associated with our debt financing arrangements, (gains) or losses on settlements of debt, and the effects of changes in the fair value of derivative liabilities.

2026 December 31,

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NOTE 17 – SUBSEQUENT EVENTS

The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at September 30, 2025.

In addition, the Company was not in compliance with its borrowing base covenant under the Credit Agreement at July 31, 2025, August 31, 2025, September 30, 2025, and October 31, 2025.

Further, the Company had not complied with the Recapitalization Requirement.

On October 1, 2025, the Company entered into an agreement (the "Agreement") with all of the holders of its Series B Preferred Stock and Series C Preferred Stock.

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

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

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.

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

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

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

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

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

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

Astor entered into an amendment and restatement of its Inventory Financing Agreement with J.J.

Astor (the "Restated Agreement").

Under the Restated Agreement, the Company may finance 80 % of the purchase of certain finished goods inventory from one of the Company's manufacturers and suppliers of such inventory up to an aggregate outstanding amount of $ 9.0 million, a $ 3.0 million increase from the maximum amount under the original Agreement.

Each advance under the Restated Agreement remains payable by the Company within 90

days at a rate of $ 1.0535 for each $1.00 advanced.

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

Under the Restated Agreement, J.J.

Astor may elect from time to time to convert all or a portion of the amounts owed by the Company into shares of the Company's common stock, par value $ 0.0001 per share.

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

The Company has evaluated subsequent events from March 31, 2026 through May 15, 2026, the date the condensed consolidated financial statements were available to be issued.

Nasdaq Equity Deficiency Notice

On April 20, 2026, Boxlight Corporation, a Nevada corporation (“Boxlight”, the “Company”, “we” and “us”), received an expected letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that its stockholders’ equity as reported in its Annual Report on Form 10-K for the period ending December 31, 2025 (the “Form 10-K”), did not meet the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market.

Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000.

In the Company’s Form 10-K, the Company reported stockholders’ equity of $ 1,255,000 , which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1).

Additionally, as of the date of this Report, the Company does not meet the alternative Nasdaq continued listing standards under Nasdaq Listing Rules.

This notice of noncompliance has had no immediate impact on the continued listing or trading of the Company’s common stock on The Nasdaq Capital Market, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other continued listing requirements.

Nasdaq has given the Company until June 4, 2026, to submit to Nasdaq a plan to regain compliance.

If our plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of Nasdaq’s letter to evidence compliance.

The Company is currently evaluating various courses of action to regain compliance, and plans to timely submit its plan to Nasdaq to regain compliance with the minimum stockholders’ equity requirement.

The Company is confident that it can regain compliance with Nasdaq’s minimum stockholders’ equity standard within the compliance period.

However, there can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance.

If the Company’s plan to regain compliance is not accepted, or if it is and the Company does not regain compliance within 180 days from the date of Nasdaq’s letter, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s common stock will become subject to delisting.

In such an event, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance plan or any delisting determination to a Nasdaq Hearings Panel.

Proposed Equity Line of Credit

On May 5, 2026, the Company filed its Definitive Proxy Statement on Schedule 14A with the SEC in connection with its 2026 Annual Meeting of Stockholders, scheduled for June 2, 2026.

At the Annual Meeting, the Company is seeking stockholder approval of (i) an amendment to the Company’s Articles of Incorporation to increase the number of

authorized shares of Class A common stock from 4,166,667 to 55,000,000 and (ii) the future issuance of shares of Class A common stock equal to 20 % or more of the Company’s outstanding shares in a non-public transaction as required by Nasdaq Marketplace Listing Rule 5635(d), in each case in connection with a proposed equity line of credit (the “ELOC”) providing for a maximum aggregate commitment of up to $ 15 million over a term of up to 24 months.

The Company currently expects to enter into the ELOC on or before July 31, 2026, subject to the conditions described above.

See Liquidity and Capital Resources under Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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-Q

Item 1. Financial Statements