Boxlight Corp 10-Q

Item 1. Financial Statements Boxlight Corporation Condensed Consolidated Statements of Operations and Comprehensive Loss For the three months ended March 31, 2026 and 2025 (Unaudited) (in thousands, except per share amounts) Three Months Ended March 31, 2026 2025 Revenues, net $ 22,442 $ 22,423 Cost of revenues 15,503 14,380 Gross profit 6,939 8,043 Operating expense: General and administrative 8,351 7,576 Depreciation and amortization 2,556 2,463 Research and development 936 912 Total operating expense 11,843 10,951 Loss from operations ( 4,904 ) ( 2,908 ) Other (expense) income: Interest expense, net ( 1,274 ) ( 2,487 ) Other income (expense), net ( 700 ) 653 Loss on warrant issuance — ( 578 ) Change in fair value of derivative liabilities ( 32 ) ( 9 ) Change in fair value of common warrants — 1,936 Total other expense ( 2,006 ) ( 485 ) Loss before income taxes $ ( 6,910 ) $ ( 3,393 ) Income tax benefit (expense) 385 150 Net loss $ ( 6,525 ) $ ( 3,243 ) Fixed dividends - Series B Preferred ( 317 ) ( 317 ) Net loss attributable to common stockholders $ ( 6,842 ) $ ( 3,560 ) Comprehensive loss: Net loss $ ( 6,525 ) $ ( 3,243 ) Other comprehensive income (loss): Foreign currency translation adjustment ( 138 ) 570 Total comprehensive loss $ ( 6,663 ) $ ( 2,673 ) Net loss per share of Class A common stock – basic and diluted $ ( 2.25 ) $ ( 8.45 ) Weighted average number of shares of Class A common stock outstanding – basic and diluted 3,038,178 421,541 See accompanying notes to unaudited condensed consolidated financial statements. 3 Table of Contents Boxlight Corporation Condensed Consolidated Balance Sheets As of March 31, 2026 and December 31, 2025 (in thousands, except share amounts) March 31, 2026 December 31, 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 6,888 $ 9,370 Accounts receivable – trade, net of allowances for credit losses of $ 915 and $ 1,055 13,814 15,358 Inventories, net of reserves 36,616 38,126 Prepaid expenses and other current assets 8,170 6,624 Total current assets 65,488 69,478 Property and equipment, net of accumulated depreciation 1,680 1,770 Operating lease right of use asset 6,636 7,009 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’ 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 Operating lease liabilities, current 1,638 1,741 Deferred revenues, current 8,982 9,273 Derivative liabilities 2 5 Derivative liabilities - related party 511 476 Other short-term liabilities 4,550 3,598 Total current liabilities 40,227 42,852 Deferred revenues, non-current 14,173 14,849 Long-term debt 32,866 32,877 Operating lease liabilities, non-current 5,354 5,650 Other long-term liabilities 59 60 Total liabilities 92,679 96,288 Stockholders’ deficit: 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 Accumulated deficit ( 162,945 ) ( 156,420 ) Accumulated other comprehensive income 2,414 2,552 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. 4 Table of Contents Boxlight Corporation Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the three months ended March 31, 2026 (Unaudited) (in thousands, except share amounts) Series A Preferred Stock Series B Preferred Stock Class A Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total 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: ATM Program — — — — 2,031,697 — 3,682 — — 3,682 Stock compensation — — — — — — 32 — — 32 Foreign currency translation — — — — — — — ( 138 ) — ( 138 ) Fixed dividends Preferred Series B — — — — — — ( 317 ) — — ( 317 ) Net loss — — — — — — — — ( 6,525 ) ( 6,525 ) 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. 5 Table of Contents Boxlight Corporation Condensed Consolidated Statements of Changes in Stockholders’ Equity For the three months ended March 31, 2025 (Unaudited) (in thousands, except share amounts) Series A Preferred Stock Series B Preferred Stock Class A Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (loss) Accumulated Deficit Total 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: Vesting of restricted share units — — — — 322 — — — — — Reverse stock split fractional adjustment — — — — 6 — — — — — Stock compensation — — — — — — 71 — — 71 Proceeds from issuance of common stock — — — — 43,333 — — — — — Foreign currency translation — — — — — — — 570 — 570 Fixed dividends Preferred Series B — — — — — — ( 317 ) — — ( 317 ) Net loss — — — — — — — — ( 3,243 ) ( 3,243 ) 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. 6 Table of Contents Boxlight Corporation Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2026 and 2025 (Unaudited) (in thousands) Three Months Ended March 31, 2026 March 31, 2025 Cash flows from operating activities: Net loss $ ( 6,525 ) $ ( 3,243 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt premium, discount and issuance cost ( 11 ) 530 Provision for credit losses 1 ( 32 ) Paid-in-kind accrual on short-term debt — 150 Changes in deferred tax assets and liabilities 6 ( 10 ) Change in allowance for sales returns and volume rebates ( 1,533 ) ( 947 ) Change in fair value of common warrants — ( 1,936 ) Change in inventory reserve ( 93 ) ( 699 ) Change in fair value of derivative liabilities 32 9 Stock compensation expense 163 169 Depreciation and amortization 2,556 2,463 Loss on warrant issuance — 578 Change in right of use assets and lease liabilities ( 306 ) ( 303 ) Changes in operating assets and liabilities: Accounts receivable – trade 1,331 1,138 Inventories 1,210 6,354 Prepaid expenses and other current assets ( 512 ) ( 1,411 ) Other assets ( 155 ) 41 Accounts payable and accrued expenses ( 2,580 ) ( 7,269 ) Other short-term liabilities 2,003 265 Other liabilities 66 165 Deferred revenues ( 702 ) ( 691 ) Net cash used in operating activities $ ( 5,049 ) $ ( 4,680 ) Cash flows from investing activities: Purchases of furniture and fixtures, net ( 42 ) ( 127 ) Net cash used in investing activities $ ( 42 ) $ ( 127 ) Cash flows from financing activities: Proceeds from short-term debt — 2,500 Principal payments on short-term debt — ( 710 ) 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 Effect of foreign currency exchange rates ( 464 ) 269 Net increase (decrease) in cash and cash equivalents ( 2,482 ) 70 Cash and cash equivalents, beginning of the period 9,370 8,007 Cash and cash equivalents, end of the period $ 6,888 $ 8,077 Supplemental cash flow disclosures: Cash paid for income taxes $ 188 $ 656 Cash paid for interest $ 867 $ 1,687 Non-cash investing and financing transactions: Addition of operating lease liabilities $ 186 $ — Cash dividends declared to Series B Preferred stockholders $ 317 $ 317 See accompanying notes to unaudited condensed consolidated financial statements. 7 Table of Contents Boxlight Corporation Notes to the Unaudited Condensed Consolidated Financial Statements NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Boxlight Corporation, a Nevada Corporation (“Boxlight”), designs, produces and distributes interactive technology solutions for the education, corporate and government markets under its Clevertouch and Mimio brands. Boxlight’s solutions include interactive displays, audio and other accessory products, software, and professional services. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying unaudited condensed consolidated financial statements include the accounts of Boxlight and its direct and indirect wholly owned subsidiaries (collectively, the “Company”, “we”, “us”, and “our”). All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited condensed consolidated financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete condensed consolidated financial statements. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2025 and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). Certain information and note disclosures normally included in consolidated financial statements have been condensed. The December 31, 2025 balance sheet included herein was derived from the Company’s audited consolidated financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements. ESTIMATES AND ASSUMPTIONS 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 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; the recoverability of deferred tax assets; the fair value and recoverability of intangible assets; the fair value of warrants, the relative stand-alone selling prices of goods and services; variable consideration; and long-term incentive plans. The Company bases estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from these estimates under different assumptions or conditions. REVERSE STOCK SPLIT 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 8 Table of Contents 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. 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 9 Table of Contents 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 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 The Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, accounts receivable and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. The Company has determined that the estimated fair value of debt is approximately $ 26.8 million while the carrying value, excluding premiums, discounts, and issuance costs, is approximately $ 32.2 million. The fair value of debt was estimated using market rates the Company believes would be available for similar types of financial instruments and represents a Level 2 measurement. Derivative liabilities are recorded at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: • Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. • Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. 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. 10 Table of Contents 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 Identical Assets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value as of March 31, 2026 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 Description Markets for Identical Assets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value as of December 31, 2025 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: Common Warrants Liabilities (in thousands) Derivative Liabilities (in thousands) Related Party Derivative Liabilities (in thousands) Long-term incentive plan (in thousands) Balance, December 31, 2025 $ 2,002 $ 5 $ 476 $ 205 Issuance during period — — — 105 Amount paid in period — — — ( 37 ) Change in fair value — ( 3 ) 35 ( 67 ) 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 3,396 — — — Reclass to accrued expenses — — — ( 236 ) Change in fair value ( 1,936 ) 9 — 67 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. LOSS PER SHARE OF COMMON STOCK 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 11 Table of Contents 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. The dilutive effect of convertible instruments is determined using the if-converted method, presuming share settlement. Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of Class A common stock are included in the denominator of the diluted calculation for the entire period being presented. 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 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 The Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Company has a present right to payment and the title, and the significant risks and rewards of ownership of the products or services, have been transferred to its customers. Product revenue is derived from the sale of interactive devices and related software and accessories to distributors, resellers and end users. Service revenue is derived from hardware maintenance services, product installation, training, software maintenance and subscription services. Nature of Products and Services and Related Contractual Provisions The Company’s sales of interactive devices, including panels, whiteboards, and other interactive devices generally include hardware maintenance services, a license to use software, and the provision of related software maintenance. We also distribute science, technology, engineering, and math (or “STEM”) products, including a robotics and coding system, 3D printing solution and portable science lab. In most cases, interactive devices are sold with hardware maintenance services with terms of approximately 30 - 60 months. Software maintenance includes technical support, product updates performed on a when and if available basis, and error correction services. At times, non-interactive projectors are also sold with hardware maintenance services with terms of approximately 60 months. The Company also licenses software independently of its interactive devices, in which case it is bundled with software maintenance, and in some cases, subscription services that include access to online content and cloud-based applications. The Company’s software subscription services provide access to content and software applications on an as needed basis over the Internet, but do not provide the right to take delivery of the software applications. The Company’s product sales, including those with software and related services, generally include a single payment up front for the products and services, and revenue is recorded net of estimated sales returns and rebates based on the Company’s expectations and historical experience. For most of the Company’s product sales, control transfers and, therefore, revenue is recognized when products are shipped at the point of origin. When the Company transfers control of its products to the customer prior to the related shipping and handling activities, the Company has adopted a policy of accounting for shipping and handling activities as a fulfillment cost rather than a performance obligation. For many of the Company’s software product sales, control is transferred when shipped at the point of origin since the software is installed on the interactive hardware device in advance of shipping. For software product sales, control is transferred when the customer receives the related interactive hardware since the customer’s connection to the interactive hardware activates the software license, at which time the software is made available to the customer. For the Company’s software maintenance, hardware maintenance and subscription services, revenue is recognized ratably over time as the services are provided since time is the best output measure of how those services are transferred to the customer. 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 12 Table of Contents an agent. 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. Significant Judgments For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). 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. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, when applicable, the estimated cost to provide the performance obligation, market trends in the pricing for similar offerings, product-specific business objectives, and competitor or other relevant market pricing and margins. Because observable prices are generally not available for the Company’s performance obligations that are sold in bundled arrangements, the Company does not apply the residual approach to determining SSP. The Company has applied the portfolio approach to its allocation of the transaction price for certain portfolios of contracts that are executed in the same manner, contain the same performance obligations, and are priced in a consistent manner. The Company believes that the application of the portfolio approach produces the same result as if they were applied at the contract level. Contract Balances The timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result in receivables, contract assets, or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. Fees for the Company’s product and most service contracts are fixed, except as adjusted for rebate programs when applicable, and are generally due within 30 - 60 days of contract execution. Fees for installation, training and professional development services are fixed and generally become due as the services are performed. The Company has an established history of collecting under the terms of its contracts without providing refunds or concessions to its customers. The Company’s contractual payment terms do not vary when products are bundled with services that are provided over multiple years. In these contracts where services are expected to be transferred on an ongoing basis for several years after the related payment, the Company has determined that the contracts generally do not include a significant financing component. The upfront invoicing terms are designed (1) to provide customers with a predictable way to purchase products and services where the payment is due in the same timeframe as when the products, which constitute the predominant portion of the contractual value, are transferred, and (2) to ensure that the customer continues to use the related services; so that the customer can receive the optimal benefit from the products during the course of such product’s lifetime. Additionally, the Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of services and the timing of the related payment is not expected to exceed one year. The Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying condensed consolidated balance sheets in accordance with Topic 606. 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 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 The Company’s otherwise fixed consideration may vary when refunds or credits are provided for sales returns, stock rotation rights, price protection provisions, or in connection with certain other rebate provisions. 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 13 Table of Contents not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends. In very limited situations, a customer may return previous purchases held in inventory for a specified period of time in exchange for credits toward additional purchases. The Company provides rebates to certain customers based on the achievement of certain sales targets. The provision for rebates is estimated based on customers’ contracted rebate programs and our historical experience of rebates paid. The Company includes variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant reversal. 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 months ended March 31, 2026 related to changes in estimated variable consideration that existed at December 31, 2025. Remaining Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting within the contract. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies performance obligations at contract inception so that it can monitor and account for the obligations over the life of the contract. 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 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). In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year. Disaggregated Revenue The Company disaggregates revenue based upon the nature of its products and services and the timing and in the manner which it is transferred to the customer. Although all products are transferred to the customer at a point in time, hardware and some software which comes pre-installed on an interactive device is transferred at the point of shipment, while some software is transferred to the customer at the time the hardware is received by the customer or when software product keys are delivered electronically to the customer. All service revenue is transferred over time to the customer; however, professional services are generally transferred to the customer within a year from the contract date as measured based upon hours or time incurred while software maintenance, hardware maintenance, and subscription services are generally transferred over three to five years from the contract execution date as measured based upon the passage of time. Three Months Ended March 31, (in thousands) 2026 2025 Product revenue $ 20,559 $ 21,643 Service revenue 1,883 780 Total revenues, net $ 22,442 $ 22,423 Contract Costs The Company capitalizes incremental costs to obtain a contract with a customer if the Company expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g., a sales commission). The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all the following criteria: • The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify; 14 Table of Contents • The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and • The costs are expected to be recovered. Certain sales commissions incurred by the Company are determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. For these sales commissions that are incremental costs to obtain where the period of amortization would be recognized over a period that is one year or less, the Company has elected the practical expedient to expense those costs as incurred. Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid and other current assets and other assets, respectively, in the accompanying condensed consolidated balance sheets. 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. SEGMENT REPORTING ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. 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 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”). Our EMEA segment consists of the operations of Sahara Holding Limited and its subsidiaries (the “Sahara Entities”). Our Americas segment consists primarily of the operations of Boxlight, Inc. and its subsidiaries, and the Rest of World segment consists primarily of the operations of Boxlight Australia , PTY LTD ( “Boxlight Australia ”) . Each of our operating segments are primarily engaged in the sale of education technology products and services in the education market but which are also sold into the health, government and corporate sectors and derive a majority of their revenues from the sale of flat-panel displays, audio and other hardware accessory products, software solutions and professional services. Generally, our displays produce higher net operating revenues but lower gross profit margins than our accessory solutions and professional services. The Americas operating segment includes salaries and overhead for corporate functions that are not allocated to the Company’s individual reporting segments. Transfers between segments are generally valued at market and are eliminated in consolidation. The CODM evaluates the performance of each segment based on revenues, gross profit, and operating income, with operating income being the primary GAAP measure. Gross margin can influence key decisions as margins can be indicative of the level of saturation in the market with existing products or can be indicative of changes in manufacturing or shipping costs. If trends are sustained, the CODM may seek to adjust operations to more favorable markets or may evaluate whether the Company should introduce new products in a given area. Operating income provides the CODM with an overview of the profitability of a given segment and whether resources should be allocated or removed to ensure sustained profitability for both the segment and the consolidated entity. Since the Company’s operating segments are organized by geography, this structure allows the CODM to be responsive to needs of customers and can execute strategic plans and initiatives accordingly. RESEARCH AND DEVELOPMENT EXPENSES Research and development costs are expensed as incurred and consist primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications. ACCOUNTING STANDARDS PENDING ADOPTION 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 15 Table of Contents 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. 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 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): 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. 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 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): Disaggregation of Income Statement Expenses. The change is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements. NOTE 2 – ACCOUNTS RECEIVABLE - TRADE Accounts receivable consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands): 2026 2025 Accounts receivable – trade $ 14,729 $ 16,413 Allowance for credit losses ( 915 ) ( 1,055 ) Accounts receivable - trade, net of allowances $ 13,814 $ 15,358 NOTE 3 – INVENTORIES Inventories consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands): 2026 2025 Finished goods $ 38,500 $ 40,103 Spare parts 571 571 Reserve for inventory obsolescence ( 2,455 ) ( 2,548 ) Inventories, net $ 36,616 $ 38,126 NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at March 31, 2026 and December 31, 2025 (in thousands): 2026 2025 Prepayments to vendors $ 3,059 $ 625 Prepaid licenses and other 5,111 5,999 Prepaid expenses and other current assets $ 8,170 $ 6,624 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. 16 Table of Contents NOTE 5 – INTANGIBLE ASSETS Intangible Assets Intangible assets consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands): Useful lives 2026 2025 INTANGIBLE ASSETS Patents 4 - 10 years $ 100 $ 100 Customer relationships 8 - 15 years 50,225 50,973 Technology 3 - 5 years 8,551 8,615 Non-compete 3 years 391 391 Tradenames 2 - 10 years 12,558 12,659 Intangible assets, at cost 71,825 72,738 Accumulated amortization ( 57,310 ) ( 55,658 ) Intangible assets, net of accumulated amortization $ 14,515 $ 17,080 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 The Company has entered into various operating leases for certain offices, support locations and vehicles with terms extending through December 2038. Generally, these leases have initial lease terms of five years or less. 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 $ 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 17 Table of Contents 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): Fiscal year ended, (in thousands) 2026 $ 1,268 2027 1,367 2028 1,035 2029 900 2030 826 Thereafter 5,285 Total lease liabilities 10,681 Less: Imputed interest ( 3,689 ) Present value of lease liabilities $ 6,992 The following is supplemental lease information as of March 31, 2026 and December 31, 2025: 2026 2025 Weighted-average remaining lease term (years) 9.8 9.9 Weighted-average discount rate 9.4 % 9.5 % NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands): 2026 2025 Accounts payable $ 15,110 $ 17,108 Accounts payable - related party 3,090 3,699 Accrued expenses and other 5,070 5,454 Other — 224 Accounts payable and accrued expenses $ 23,270 $ 26,485 NOTE 8 – DEBT The following is a summary of the Company’s debt as of March 31, 2026 and December 31, 2025 (in thousands): 2026 2025 Debt – Third Parties Note payable - Whitehawk 32,243 32,243 Total debt 32,243 32,243 Less: 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 18 Table of Contents 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 On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $ 2.5 million working capital bridge loan and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025. In addition, no payments were required to be made by the Company to pay down the borrowing base defaults for December 2024, January 2025, and February 2025. The Company is required to pay a fee equal to 6 % of the working capital bridge loan under the Eighth Amendment. The bridge loan, including the related fee, is due and payable in full on August 31, 2025, and is not subject to prepayment penalties. On August 13, 2025, the Company entered into a forbearance agreement and ninth amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Ninth Amendment”) to waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Ninth Amendment) for the period ended June 30, 2025, (2) the Borrowing Base defaults described in the Ninth Amendment for the months ended April 30, 2024, May 31, 2025, June 30, 2025, and July 31, 2025, and (3) the failure to comply with the Recapitalization Requirement. Pursuant to the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $ 0.7 million to $ 1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 2025. On December 2, 2025, the Company entered into the tenth amendment to Credit Agreement with the Collateral Agent and Lender (the “Tenth Amendment”). The Tenth Amendment does not modify that maturity date. Pursuant to the Tenth Amendment, the Lenders agreed to waive certain “Specified Events of Default” that had occurred or were anticipated to occur under the Credit Agreement. These Specified Events of Default included: • Failure to maintain the required Senior Leverage Ratio of 1.75 :1.00 for the period ended September 30, 2025; and • 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: 19 Table of Contents • 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 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. 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, was due and payable in full on August 31, 2025. In conjunction with obtaining the Eighth Amendment, the Company also was required to comply with the following covenants: • 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. 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. 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. 20 Table of Contents 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; and • 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. 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 In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 2,201 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to its existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 8,514 shares of Class A common stock (subject to increase to the extent that 3 % of any Series B and Series C convertible Preferred Stock converted into Class A common stock), exercisable at $ 480.00 per share (the “Warrant”), which Warrant was subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to September 30, 2022, in the event the Company’s stock is then trading below $ 480.00 per share, (iii) a 3 % fee of $ 1,800,000 , and (iv) a $ 500,000 original issue discount. In addition, the Company agreed to register for resale the shares issuable upon exercise of the Warrant. The Company also incurred agency fees, legal fees, and other costs in connection with the execution of the Credit Agreement totaling approximately $ 1.7 million. Under the terms of the warrant issued to Whitehawk on December 31, 2021, the 21 Table of Contents 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 . On July 22, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited institutional investor. 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 $ 264.00 , and shares increased to 15,480 . 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 $ 90.66 per share, and the number of shares issuable upon exercise increased to 45,077 shares. NOTE 9 – DERIVATIVE LIABILITIES The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company. Conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future. Such warrants are measured at fair value at each reporting date, and the changes in fair value are included in determining net income (loss) for the period. The Company used a Model Monte Carlo Simulation model to determine the fair value of the derivative liabilities. March 31, 2026 Common stock issuable upon exercise of warrants 45,077 Market value of common stock on measurement date $ 1.23 Exercise price $ 90.66 Risk free interest rate (1) 3.68 % Expected life in years 1 year Expected volatility (2) 178.0 % Expected dividend yields (3) — % December 31, 2025 Common stock issuable upon exercise of warrants 45,077 Market value of common stock on measurement date $ 1.70 Exercise price $ 90.66 Risk free interest rate (1) 3.42 % Expected life in years 1 year Expected volatility (2) 187.0 % Expected dividend yields (3) — % (1) The risk-free interest rate was determined using the applicable Treasury Bill as of the measurement date. (2) The historical trading volatility was based on historical fluctuations in stock price for Boxlight. (3) The Company does not expect to pay a dividend in the foreseeable future. 22 Table of Contents NOTE 10 – INCOME TAXES Pretax (loss) resulting from domestic and foreign operations is as follows (in thousands): Three Months Ended March 31, Three Months Ended March 31, 2026 2025 United States $ ( 5,025 ) $ ( 2,232 ) Foreign ( 1,885 ) ( 1,161 ) Total pretax book loss $ ( 6,910 ) $ ( 3,393 ) 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. 163J. The Company operates in the United States, United Kingdom, and other jurisdictions. Income taxes have been provided based upon the tax laws and rates of the countries in which operations are conducted and income is earned. The legacy Boxlight entities are in a net deferred tax asset position in the United States and other jurisdictions, primarily driven by the aforementioned net operating losses. The recoverability of these deferred tax assets depends on the Company’s ability to generate taxable income in the jurisdiction to which the carryforward applies. It also depends on specific tax provisions in each jurisdiction that could impact utilization. For example, in the United States, a change in ownership, as defined by federal income tax regulations, could significantly limit the Company’s ability to utilize its U.S. net operating loss carryforwards. Additionally, because U.S. tax laws limit the time during which the net operating losses generated prior to 2018 may be applied against future taxes, if the Company fails to generate U.S. taxable income prior to the expiration dates, the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. 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 March 31, 2026 and December 31, 2025. The tax years from 2009 to 2026 remain open to examination in the U.S. federal jurisdiction. The tax years from 2021 to 2026 remain open to examination in the U.K. Statutes of limitations vary in other immaterial jurisdictions. NOTE 11 – EQUITY Preferred Stock The Company’s articles of incorporation, as amended, provide that the Company is authorized to issue 50,000,000 shares of Preferred Stock, with such Preferred Stock consisting of: (1) 250,000 shares of non-voting Series A Preferred Stock, with a par value of $ 0.0001 per share; (2) 1,586,620 shares of voting Series B Preferred Stock, with a par value of $ 0.0001 per share; (3) 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. Each authorized series of Preferred Stock is described below. 23 Table of Contents Issuance of Preferred Stock Series A Preferred Stock 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 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 On September 25, 2020, in connection with the acquisition of Sahara Holding Limited (“Sahara”), the Company issued 1,586,620 shares of Series B Preferred Stock and 1,320,850 shares of Series C Preferred Stock. 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 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 Stock are first paid. Although the dividends are payable only when and if declared or upon a liquidation, dividends that do become payable but remain unpaid will accrue interest at a fixed rate of 12 % until such dividend and interest shall be paid in full. In the Agreement, the Company agreed to apply up to 20 % of the net proceeds of future primary equity securities offerings undertaken by the Company for capital-raising purposes to redeem or repurchase the Series B Stock at a redemption price per share of $ 10.00 until all such shares are redeemed and repurchased. The obligation to repurchase or redeem the Series B Stock is subject to possible limitations based on legal or stock market listing standard considerations. The Company previously disclosed that it was not in compliance with certain listing requirements of the Nasdaq Stock Market and that Nasdaq had granted it until October 6, 2025, to evidence compliance with the listing requirements or it may be delisted from Nasdaq. On October 3, 2025, the Company announced that it believed that it had met the listing requirements. On October 8, 2025, Nasdaq informed the Company that it had determined that the Company complies with Nasdaq Listing Rules relating to minimum stockholders’ equity, independent directors, and audit committee requirements with which it previously did not comply. Nasdaq further noted that it will continue to monitor the Company’s compliance 24 Table of Contents 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. Mr. 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. Common Stock 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 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) 43,333 shares (the “2025 Shares”) of the Company’s Class A common stock, (ii) prefunded warrants (the “2025 Prefunded Warrants”) to purchase up to an aggregate of 177,167 shares of Class A Common Stock (the “2025 Prefunded Warrant Shares”), and (iii) warrants (the “2025 Common Warrants” and, together with the 2025 Prefunded Warrants, the “2025 Warrants”) to purchase up to an aggregate of 220,500 shares of Class A Common Stock (the “2025 Common Warrant Shares” and, together with the 2025 prefunded warrant shares, the “2025 Warrant Shares”). The purchase price of each 2025 share and accompanying 2025 common warrant was $ 12.78 , and the purchase price of each 2025 prefunded warrant and accompanying 2025 common warrant was $ 12.78 . The 2025 Private Placement closed on February 21, 2025, and the Company issued the 2025 shares and executed and delivered the 2025 warrants. The gross proceeds from the 2025 Private Placement were approximately $ 2.8 million, before deducting placement agent fees and other private placement expenses. Each 2025 prefunded warrant has an initial exercise price of $ 0.0006 per share (subject to adjustments as set forth therein), is immediately exercisable upon issuance and will expire when exercised in full. Each 2025 common warrant has an initial exercise price of $ 12.78 per share (subject to adjustments as set forth therein), is exercisable six months following the date of issuance and will expire five and a half years from the date of issuance. Pursuant to the Purchase Agreement, the Company filed a registration statement on Form S-3 (the “Registration Statement”) with the Securities Exchange Commission (“SEC”) on April 7, 2025 to register the resale of the 2025 Shares and the 2025 prefunded warrant shares. The Registration Statement was declared effective by the SEC on April 24, 2025. Through December 31, 2025, the holders exercised all of the prefunded warrants. September 2025 Registered Direct Offering On September 23, 2025, the Company entered into a placement agency agreement with a placement agent and a securities purchase agreement with certain purchasers, pursuant to which the Company issued and sold, in a registered direct offering, an aggregate of 1,333,333 shares of the Company’s Class A common stock at a price of $ 3.00 per share. The offering closed on September 24, 2025. The gross proceeds to the Company were approximately $ 4.0 million, before deducting the Placement Agent’s fees and other offering expenses payable by the Company. 25 Table of Contents 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. Warrants 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 The Company has issued grants under two equity incentive plans, both of which have been approved by the Company’s shareholders: (i) the 2014 Equity Incentive Plan, as amended (the “2014 Plan”), pursuant to which a total of 26,627 shares of the Company’s Class A common stock have been approved for issuance, and (ii) the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which a total of 20,833 shares of the Company’s Class A common stock have been approved for issuance. Upon approval of the 2021 Plan in September 2021, any shares remaining available for issuance under the 2014 Plan were cancelled, and all future grants were issued under the 2021 Plan. 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 Under our Equity Incentive Plans, an employee may receive an award of stock option grants that provides the opportunity in the future to purchase the Company’s shares at the market price of our stock on the date the award is granted (strike price). The options become exercisable over a range of immediately vested to four-year vesting periods and expire five years from the grant date, unless stated differently in the option agreements, if they are not exercised. We record compensation expense based on the estimated fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period. 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. 26 Table of Contents 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 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 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 three months ended March 31, 2026: Number of Units Outstanding, December 31, 2025 711 Granted — Vested ( 250 ) Forfeited ( 21 ) Outstanding, March 31, 2026 440 Warrants 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: Number of Units Outstanding, December 31, 2025 149,298 Granted 0 Exercised ( 73,500 ) Outstanding, March 31, 2026 75,798 Exercisable, March 31, 2026 75,798 Stock Compensation Expense Long-term incentive plan On August 15, 2024, the Company granted a long-term incentive plan (LTIP) cash award pursuant to its 2021 Equity Incentive Plan to members of the Company’s Board of Directors and senior management. 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 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. 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 27 Table of Contents 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 1.25 Expected volatility (2) 178 % (1) The risk-free interest rate was determined using the applicable Treasury Bill as of the measurement date. (2) The historical trading volatility was based on historical fluctuations in stock price for Boxlight. 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 March 31, 2026 2025 Stock options $ — $ 5 Restricted stock units 32 66 Equity based warrants — 30 Long-term incentive plan 131 68 Total stock compensation expense $ 163 $ 169 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 current member of the Board of Directors. Under the terms of the agreement, Mr. Elliott is to provide sales, marketing, management and related consulting services to assist the Company in sourcing and entering into agreements with one or more customers to provide products and services for specified school districts. The Company will pay Mr. Elliott a fixed payment of $ 4 thousand per month and commissions equal to 15 % of gross profit derived by the Company based on total purchase order revenue. The agreement, unless cancelled, will automatically renew on December 31, 2026. 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. The Management Agreement is separate and apart from Mr. Pope’s employment agreement with the Company. The Management Agreement became effective as of the first day of the same month that 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. As consideration for the services provided, the Company will pay Mr. Pope a management fee equal to 0.375 % of the consolidated net revenues of the Company, payable in monthly installments, not to exceed $ 250,000 in any calendar year. At his option, Mr. Pope may defer payment until the end of each year and/or receive payment in the form of shares of Class A common stock of the Company. On January 4, 2024, Mr. Pope’s employment with the Company terminated. In accordance with the Management Agreement, Mr. Pope is expected to continue providing consulting services to the Company for the subsequent 13 months. For the three months ended March 31, 2025, the Company paid $ 43 thousand under the agreement. Mr. Pope continues to serve as a director of the Company. 28 Table of Contents Inventory Finance Agreement On May 27, 2025, the Company entered into an Inventory Finance Agreement with J.J. ASTOR & CO., a Utah corporation ("J.J ASTOR”). Michael Pope is the chief executive officer of J.J ASTOR, which is beneficially owned, directly or indirectly, by a private investment fund managed by Mr. Pope. Under the Agreement, the Company may finance the purchase of certain finished goods inventory from one of the Company’s manufacturers and suppliers of such inventory up to an aggregate outstanding amount of $ 6 million. The term of the Agreement is one year . Each advance under the Agreement is payable by the Company within 90 days at a rate of 5.35 % of the amount advanced by J.J ASTOR. Title to the product remains with J.J. ASTOR until payment is made by the Company. Any failure by the Company to make a payment in full when due under the Agreement constitutes an event of default. In the event of such default by the Company, the aggregate outstanding balance owing to J.J ASTOR is automatically increased by 10 % and begins to accrue interest at the rate of 19 % per annum, compounded daily. On November 3, 2025, the Company and J.J. Astor entered into an amendment and restatement of the Agreement (the “Restated Agreement”). Under the Restated Agreement, the Company may finance 80 % of the purchase of certain finished goods inventory from one of the Company’s manufacturers and suppliers of such inventory up to an aggregate outstanding amount of $ 9 million, a $ 3 million increase from the maximum amount under the original Agreement. Each advance under the Restated Agreement remains payable by the Company within 90 days at a rate of $ 1.0535 per $0.80 advanced. The term of the Restated Agreement is until November 3, 2026, unless mutually extended or earlier terminated by J.J. Astor. Under the Restated Agreement, J.J. Astor may elect from time to time to convert all or a portion of the amounts owed by the Company into shares of the Company’s common stock, par value $ 0.001 per share. J.J. 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. J.J. Astor is beneficially owned, directly or indirectly, by a private investment fund managed by Mr. Pope. NOTE 14 – COMMITMENTS AND CONTINGENCIES Contingencies The Company assesses its exposure related to legal matters and other items that arise in the regular course of its business. If the Company determines that it is probable a loss has been incurred, the amount of the loss, or an amount within the range of loss, that can be reasonably estimated is recorded. The Company has not identified any legal matters that could have a material adverse effect on our consolidated results of operations, financial position or cash flows. Purchase Commitments The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Company’s products. 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. Astor & Co. (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. 29 Table of Contents 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 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: Vendor Total purchases from the vendor as a percentage of total cost of revenues for the three months ended March 31, 2026 Accounts payable to the vendor as of March 31, 2026 (in thousands) Total purchases from the vendor as a percentage of total cost of revenues for the three months ended March 31, 2025 Accounts payable to the vendor as of March 31, 2025 (in thousands) 1 50.0 % $ 10,802 30.0 % $ 8,652 2 16.0 % $ 2,601 — % $ — The Company believes that alternative suppliers are available if the referenced vendors become unavailable or no longer competitive. 30 Table of Contents NOTE 16 – SEGMENTS Information about our Company’s operations by operating segment is shown in the following tables (in thousands): Year Ended March 31, 2026 Americas EMEA Rest of World Eliminations and Adjustments Total Revenues, net $ 7,524 $ 15,161 $ 242 $ ( 485 ) $ 22,442 less (2) Cost of sales 5,930 9,807 113 ( 347 ) 15,503 Segment gross profit 1,594 5,354 129 ( 138 ) 6,939 less (2) General and administrative expenses 3,882 4,379 90 — 8,351 Depreciation and amortization 635 1,921 — — 2,556 Research and development expenses 884 209 — ( 157 ) 936 Interest expense 1,274 — — — 1,274 Income tax expense ( 648 ) 263 — — ( 385 ) Other segment items (3) 22 598 — 112 732 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. Sales between these segments are generally valued at market. (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 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. Year Ended March 31, 2025 Americas EMEA Rest of World Eliminations and Adjustments Total Revenues, net $ 9,888 $ 12,703 $ 317 $ ( 485 ) $ 22,423 less (2) Cost of sales 5,065 9,461 125 ( 271 ) 14,380 Segment gross profit 4,823 3,242 192 ( 214 ) 8,043 less (2) General and administrative expenses 4,245 3,236 95 — 7,576 Depreciation and amortization 661 1,802 — — 2,463 Research and development expenses 940 188 — ( 216 ) 912 Interest expense 2,367 120 — — 2,487 Income tax expense ( 13 ) ( 137 ) — — ( 150 ) Other segment items (3) ( 1,346 ) ( 693 ) — 37 ( 2,002 ) Net Loss $ ( 2,031 ) $ ( 1,274 ) $ 97 $ ( 35 ) $ ( 3,243 ) 31 Table of Contents (1) Eliminations and adjustments represent net sales between the Americas, EMEA and Rest of World segments. Sales between these segments are generally valued at market. (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 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. March 31, 2026 December 31, 2025 Identifiable Assets Americas $ 37,189 $ 40,329 EMEA 52,223 55,833 Rest of World 1,256 1,381 Total Identifiable Assets $ 90,668 $ 97,543 NOTE 17 – SUBSEQUENT EVENTS 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 32 Table of Contents 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.