What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 325 added, 183 removed, 764 unchanged (40% of the section changed)

1 unchanged sentence

Boxlight Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the three months ended March 31, 2026 and 2025

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the three and six months ended June 30, 2026 and 2025

(in thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Revenues, net $ 25,918 $ 30,852 $ 48,360 $ 53,275

6 unchanged sentences

Total operating expense 11,877 14,702 23,720 25,653

Loss from operations ( 4,904 ) ( 2,908 )

Income (loss) from operations 1,037 ( 3,912 ) ( 3,867 ) ( 6,820 )

Other (expense) income:

2 unchanged sentences

Loss on warrant issuance

— — — ( 578 )

Change in fair value of derivative liabilities ( 122 ) ( 42 ) ( 154 ) ( 51 )

Change in fair value of common warrants

— ( 251 ) — 1,685

Total other expense ( 791 ) ( 533 ) ( 2,797 ) ( 1,018 )

Loss before income taxes $ ( 6,910 ) $ ( 3,393 )

Income (loss) before income taxes $ 246 $ ( 4,445 ) $ ( 6,664 ) $ ( 7,838 )

Income tax benefit (expense) 263 ( 274 ) 648 ( 124 )

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

Net income (loss) $ 509 $ ( 4,719 ) $ ( 6,016 ) $ ( 7,962 )

Fixed dividends - Series B Preferred ( 318 ) ( 317 ) ( 635 ) ( 634 )

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

Comprehensive loss:

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

Net income (loss) attributable to common stockholders $ 191 $ ( 5,036 ) $ ( 6,651 ) $ ( 8,596 )

Comprehensive income (loss):

Net income (loss) $ 509 $ ( 4,719 ) $ ( 6,016 ) $ ( 7,962 )

Other comprehensive income (loss):

Foreign currency translation adjustment ( 163 ) 152 ( 301 ) 722

Total comprehensive loss $ ( 6,663 ) $ ( 2,673 )

Net loss per share of Class A common stock – basic and diluted $ ( 2.25 ) $ ( 8.45 )

Total comprehensive income (loss) $ 346 $ ( 4,567 ) $ ( 6,317 ) $ ( 7,240 )

Net income (loss) per share of Class A common stock – basic and diluted $ 0.34 $ ( 55.00 ) $ ( 11.39 ) $ ( 106.15 )

Weighted average number of shares of Class A common stock outstanding – basic and diluted 566,951 91,564 583,810 80,979

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of March 31, 2026 and December 31, 2025

As of June 30, 2026 and December 31, 2025

(in thousands, except share amounts)

13 unchanged sentences

Total assets $ 84,350 $ 97,543

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:

13 unchanged sentences

Total liabilities 85,773 96,288

Stockholders’ deficit:

Stockholders’ (deficit) equity:

Preferred Series A stock, $ 0.0001 par value, 250,000 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

167,972 shares issued and outstanding, at June 30, 2026 and December 31, 2025

Preferred Series B stock, $ 0.0001 par value, 1,586,620 shares authorized;

1,586,620 shares issued and outstanding, at June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value, 694,445 shares authorized;

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

667,348 and 228,335 Class A shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 158,762 155,123

2 unchanged sentences

Total stockholders’ (deficit) equity ( 1,423 ) 1,255

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

Total liabilities and stockholders’ (deficit) equity $ 84,350 $ 97,543

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the three months ended March 31, 2026

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

For the three months ended June 30, 2026

(in thousands, except share amounts)

6 unchanged sentences

Shares Amount Shares Amount Shares Amount

Balance as of March 31, 2026 167,972 $ — 1,586,620 $ — 566,951 $ — $ 158,520 $ 2,414 $ ( 162,945 ) $ ( 2,011 )

Shares issued for:

Vesting of restricted share units — — — — 105 — — — — —

Reverse stock split fractional adjustment — — — — 292 — — — — —

Conversion of related-party debt to common stock — — — — 100,000 — 556 556

Stock compensation — — — — — — 4 — — 4

Foreign currency translation — — — — — — — ( 163 ) — ( 163 )

Fixed dividends Preferred Series B — — — — — — ( 318 ) — — ( 318 )

Net income — — — — — — — — 509 509

Balance as of June 30, 2026 167,972 $ — 1,586,620 $ — 667,348 $ — $ 158,762 $ 2,251 $ ( 162,436 ) $ ( 1,423 )

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

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

For the six months ended June 30, 2026

(in thousands, except share amounts)

Preferred Stock Series B

Preferred Stock Class A

Common Stock Additional

Capital Accumulated

Comprehensive

Income (loss) Accumulated

Deficit Total

Shares Amount Shares Amount Shares Amount

Balance as of December 31, 2025 167,972 $ — 1,586,620 $ — 228,335 $ — $ 155,123 $ 2,552 — $ ( 156,420 ) $ 1,255

Shares issued for:

Vesting of restricted share units — — — — 105 — — — — —

Reverse stock split fractional adjustment — — — — 292 — —

ATM Program — — — — 338,616 — 3,682 — — 3,682

Conversion of related-party debt to common stock — — — — 100,000 — 556 556

Stock compensation — — — — — — 36 — — 36

2 unchanged sentences

Net loss — — — — — — — — ( 6,016 ) ( 6,016 )

Balance as of June 30, 2026 167,972 $ — 1,586,620 $ — 667,348 $ — $ 158,762 $ 2,251 $ ( 162,436 ) $ ( 1,423 )

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

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

For the three months ended June 30, 2025

(in thousands, except share amounts)

Preferred Stock Series B

Preferred Stock Class A

Common Stock Additional

Capital Accumulated

Comprehensive Income Accumulated

Deficit Total

Shares Amount Shares Amount Shares Amount

Balance as of March 31, 2025 167,972 $ — — $ — 61,955 $ — $ 119,241 $ 797 $ ( 135,853 ) $ ( 15,815 )

Shares issued for:

Warrants exercised — — — — 11,542 — — — — —

Vesting of restricted share units — — — — 52 — ( 2 ) — — ( 2 )

Stock compensation — — — — — — 72 — — 72

Foreign currency translation — — — — — — — 152 — 152

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

— — — — — — — — ( 4,719 ) ( 4,719 )

Balance as of June 30, 2025 167,972 $ — — $ — 73,549 $ — $ 118,994 $ 949 $ ( 140,572 ) $ ( 20,629 )

See accompanying notes to unaudited condensed consolidated financial statements.

Boxlight Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended March 31, 2025

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

For the six months ended June 30, 2025

(in thousands, except share amounts)

11 unchanged sentences

Shares issued for:

Warrants exercised — — — — 11,542 — — — — —

Vesting of restricted share units — — — — 106 — ( 3 ) — — ( 3 )

Reverse stock split fractional adjustment — — — — 1 — — — — —

February 2025 private placement — — — — 7,222 — — — — —

Stock compensation — — — — — — 144 — — 144

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

Foreign currency translation — — — — — — — 722 — 722

1 unchanged sentence

Net loss — — — — — — — — ( 7,962 ) ( 7,962 )

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

Balance as of June 30, 2025 167,972 $ — — $ — 73,549 $ — $ 118,994 $ 949 $ ( 140,572 ) $ ( 20,629 )

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2026 and 2025

For the six months ended June 30, 2026 and 2025

(in thousands)

Three Months Ended

2026 March 31,

Six Months Ended

2026 June 30, 2025 (as revised)

Cash flows from operating activities:

30 unchanged sentences

Net change in related party accounts payable-inventory financing ( 577 ) 2,747

Proceeds from the ATM Program 3,682 2,818

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

Proceeds from issuance of common stock and pre-funded warrants 3,682 2,818

Net cash provided by financing activities $ 3,105 $ 6,055

Effect of foreign currency exchange rates ( 626 ) ( 448 )

Net increase (decrease) in cash and cash equivalents ( 2,482 ) 70

Net decrease in cash and cash equivalents ( 5,068 ) ( 399 )

Cash and cash equivalents, beginning of the period 9,370 8,007

5 unchanged sentences

Addition of operating lease liabilities $ 186 $ —

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

Cash dividends accrued for Series B Preferred stockholders $ 634 $ 634

Conversion of convertible related-party debt to common stock $ 556 $ —

See accompanying notes to unaudited condensed consolidated financial statements.

27 unchanged sentences

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.

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 June 17, 2026, the Company filed a Certificate of Change with the Nevada Secretary of State to effect a 1-for-6 reverse stock split of its Class A common stock, which became effective on June 22, 2026.

Following the June 2026 1-for-6 reverse stock split, the authorized shares of Class A common stock were adjusted to 694,445 shares, while the authorized shares of Class B common stock and Preferred Stock remained unchanged.

The par value of the common stock was not adjusted.

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

The quantity of Class A

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

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

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

The agreement also provides for the application of a portion of the net proceeds from certain future equity offerings toward the redemption or repurchase of the Series B Preferred Stock, subject to applicable limitations.

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

The quantity of Class A common stock equivalents

and the conversion and exercise ratios were adjusted for the effect of the reverse stock split for warrants, stock compensation arrangements, and the conversion features on preferred shares.

GOING CONCERN

1 unchanged sentence

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.

As of June 30, 2026, the Company had cash and cash equivalents of $ 4.3 million and negative working capital of $ 4.0 million.

The Company has incurred operating losses in recent periods, and as of June 30, 2026, had an accumulated deficit of $ 162.4 million.

The Company’s management has concluded as of June 30, 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.

8 unchanged sentences

• 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

• Continue to respond to competitive pressures or address unanticipated working capital requirements.

REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company determined that its arrangement with J.J.

1 unchanged sentence

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

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

period presentation.

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

Accordingly, the Company revised 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, and in the condensed consolidated statements of cash flows included in its Quarterly Reports on Form 10-Q for the periods ended June 30, 2025, to conform to the current period presentation.

The revisions 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.

The Company has evaluated these revisions 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):

The revisions 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, or for the six months ended June 30, 2025.

The following tables summarize the revisions made to the Company’s previously issued consolidated statements of cash flows for the periods presented below (in thousands):

For the Six Months Ended June 30, 2025

As Reported Adjustment As Revised

Cash flows from operating activities

Inventories $ 17,459 $ ( 2,747 ) $ 14,712

Cash flows from financing activities:

Net change in related party accounts payable-inventory financing $ — $ 2,747 $ 2,747

For the year ended December 31, 2025

4 unchanged sentences

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

Additionally, as previously disclosed in its Quarterly Report on Form 10-Q for the three months ended June 30, 2025, the Company reported that it recognized $ 1.8 million and $ 3.7 million of revenue during the three and six months ended June 30, 2025, respectively, that was included in the deferred revenue balance as of December 31, 2024.

The Company has determined that these amounts were understated due to an error in the roll forward calculation supporting this disclosure.

The corrected amounts are $ 2.3 million and $ 4.7 million for the three and six months ended June 30, 2025, respectively, representing an understatement of approximately $ 0.5 million and $ 1.0 million, respectively, with no effect on the Company’s actual deferred revenue balances, total revenue, or any other amounts presented in its financial statements.

The following table summarizes the amount of revenue recognized during the three and six months ended June 30, 2025 that was included in the deferred revenue balance at the beginning of the respective periods, as reported, as revised, and the adjustment (in thousands):

Recognized revenue that was included in the deferred revenue balance as of December 31, 2024 As Reported Adjustment As Revised

Three Months Ended June 30, 2025 $ 1,829 $ 486 $ 2,315

Six Months Ended June 30, 2025 $ 3,734 $ 972 $ 4,706

Further, as previously reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, the Company reported Product Revenue of $ 27.8 million and Service Revenue of $ 3.0 million for the three months ended June 30, 2025, and Product Revenue of $ 49.5 million and Service Revenue of $ 3.8 million for the six months ended June 30, 2025.

In the current period, the Company identified an error in the allocation of revenue between product revenue and service revenue, and has determined that the correct amounts were Product Revenue of $ 28.3 million and Service Revenue of $ 2.6 million for the three months ended June 30, 2025, and Product Revenue of $ 48.3 million and Service Revenue of $ 5.0 million for the six months ended June 30, 2025.

Total revenue reported for each period was not affected by this error.

The error giving rise to this correction affected the allocation between product revenue and service revenue and did not affect total revenue for any period.

The Company evaluated the error in accordance with ASC 250, Accounting Changes and Error Corrections, and SAB No.

99 Materiality, and determined that, after considering both quantitative and qualitative factors, and the error was not material to the previously issued interim or annual financial statements.

The following table

summarizes disaggregated revenue for the three and six months ended June 30, 2025, as reported, as revised, and the resulting difference (in thousands):

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

(in thousands) (in thousands)

As Reported Adjustment As Revised As Reported Adjustment As Revised

Product revenue $ 27,822 $ 459 $ 28,281 $ 49,465 $( 1,165 ) $ 48,300

Service revenue 3,030 ( 459 ) 2,571 3,810 1,165 4,975

Total revenues, net $ 30,852 $ — $ 30,852 $ 53,275 $ — $ 53,275

FAIR VALUE OF FINANCIAL INSTRUMENTS

13 unchanged sentences

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

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):

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

Transfers into Level 3 measurements during the six months ended June 30, 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 June 30, 2026 and December 31, 2025 (in thousands):

Description Markets for

3 unchanged sentences

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

Derivative liabilities - warrant instruments — — 2 2

Derivative liabilities - related party — — 634 634

18 unchanged sentences

Change in fair value — ( 5 ) 158 ( 144 )

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

Balance, June 30, 2026 $ 2,002 $ — $ 634 $ 101

Common Warrants Liabilities

8 unchanged sentences

Change in fair value ( 1,685 ) 51 — ( 62 )

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

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

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

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.

INCOME (LOSS) PER SHARE OF COMMON STOCK

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

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

Diluted net income (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.

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.

For the three and six months ended June 30, 2026, potentially dilutive securities excluded in the diluted per share calculation because they would be anti-dilutive comprise no shares from options to purchase shares of common stock, no unvested restricted shares, and 13.8 thousand shares issuable upon exercise of warrants.

For the three and six months ended June 30, 2025, potentially dilutive securities excluded in the diluted per share calculation because they would be anti-dilutive comprise no shares from options to purchase shares of common stock, and 61.1 thousand shares of Class A common stock issuable upon exercise of warrants.

Additionally, potentially dilutive securities of 11.1 thousand from the assumed conversion of preferred stock are excluded from the denominator because they would be anti-dilutive.

19 unchanged sentences

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

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

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.

20 unchanged sentences

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.

The Company had no material contract assets as of June 30, 2026 or December 31, 2025.

During the three months ended June 30, 2026 and June 30, 2025, respectively, the Company recognized $ 3.4 million and $ 1.8 million of revenue that was included in the deferred revenue balance as of December 31, 2025 and December 31, 2024, respectively.

During the six months ended June 30, 2026 and June 30, 2025, respectively, the Company recognized $ 4.9 million and $ 3.7 million of revenue that was included in the deferred revenue balance as of December 31, 2025 and December 31, 2024, respectively.

Variable Consideration

1 unchanged sentence

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

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

not meet their needs.

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.

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.

2 unchanged sentences

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.

There was no material revenue recognized in the three and six months ended June 30, 2026 related to changes in estimated variable consideration that existed at December 31, 2025.

Remaining Performance Obligations

3 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $ 22.7 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 June 30, 2029, 11 % in the 12 months ended June 30, 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).

6 unchanged sentences

Three Months Ended

(in thousands)

June 30, Six Months Ended

(in thousands) (in thousands)

2026 2025 (as revised) 2026 2025 (as revised)

Product revenue $ 23,368 $ 28,281 $ 43,298 $ 48,300

11 unchanged sentences

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.

Total deferred commissions, net of accumulated amortization, as of June 30, 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.

38 unchanged sentences

NOTE 2 – ACCOUNTS RECEIVABLE - TRADE

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

Accounts receivable consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

Accounts receivable – trade $ 16,625 $ 16,413

2 unchanged sentences

NOTE 3 – INVENTORIES

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

Inventories consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

Finished goods $ 34,932 $ 40,103

3 unchanged sentences

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):

Prepaid expenses and other current assets consisted of the following at June 30, 2026 and December 31, 2025 (in thousands):

Prepayments to vendors $ 3,179 $ 625

1 unchanged sentence

Prepaid expenses and other current assets $ 9,777 $ 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.

Prepaid expenses and other current assets as of June 30, 2026 and December 31, 2025 are net of reserves of $ 1.4 million related to vendor receivables.

NOTE 5 – INTANGIBLE ASSETS

Intangible Assets

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

Intangible assets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

Useful lives 2026 2025

10 unchanged sentences

Intangible assets, net of accumulated amortization $ 12,078 $ 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.

For the three months ended June 30, 2026 and 2025, the Company recorded amortization expense of $ 2.4 million and $ 2.5 million, respectively.

For the six months ended June 30, 2026 and 2025, the Company recorded amortization expense of $ 4.9 million and $ 4.8 million, respectively.

No changes in the gross carrying amount of recognized intangible assets were due to translation adjustments as of June 30, 2026, or December 31, 2025.

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

2 unchanged sentences

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.

As of June 30, 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

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.

Operating lease expense was $ 499 thousand and $ 604 thousand for the three months ended June 30, 2026 and 2025, respectively and $ 1.0 million and $ 1.2 million for each of the six months ended June 30, 2026 and 2025.

Variable and short-term lease cost was $ 405 thousand and $ 413 thousand for the three months ended June 30, 2026 and 2025, respectively and $ 809 thousand and $ 736 thousand for the six months ended June 30, 2026 and 2025, respectively.

Cash paid for amounts included in the measurement of lease liabilities was $ 483 thousand and $ 619 thousand for the three months ended June 30, 2026 and 2025, respectively and $ 1.0 million and $ 1.2 million or the six months ended June 30, 2026 and 2025, respectively.

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

5 unchanged sentences

Present value of lease liabilities $ 6,642

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

The following is supplemental lease information as of June 30, 2026 and December 31, 2025:

Weighted-average remaining lease term (years) 9.9 9.9

1 unchanged sentence

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):

Accounts payable and accrued expenses consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

Accounts payable $ 9,010 $ 17,108

3 unchanged sentences

NOTE 8 – DEBT

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

The following is a summary of the Company’s debt as of June 30, 2026 and December 31, 2025 (in thousands):

Debt – Third Parties

5 unchanged sentences

Total debt (net of premium, discount and issuance costs) $ 34,129 $ 34,151

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

Debt - Third Parties:

Interest expense, net was $ 1.1 million and $ 2.6 million for three months ended June 30, 2026 and 2025, respectively and $ 2.3 million and $ 5.1 million for each of the six months ended June 30, 2026 and 2025.

Whitehawk Finance LLC

6 unchanged sentences

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.

The Tenth Amendment does not modify the 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.

42 unchanged sentences

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.

The Tenth Amendment does not modify the 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.

13 unchanged sentences

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.

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

As of June 30, 2026, the debt outstanding from Boxlight to Whitehawk is classified as short-term debt.

Pursuant to the August 2026 Forbearance Agreement, the mandatory quarterly amortization payments on the initial term loan remain suspended through September 30, 2026, with the first payment due on December 31, 2026.

In addition, the August 2026 Forbearance Agreement amended the Credit Agreement’s mandatory prepayment provisions to require that 50 % (or 100 % if an Event of Default exists) of net cash proceeds from subordinated indebtedness in addition to equity issuances be applied to prepay the Credit Agreement loan, with any retained proceeds restricted from being used to make payments on equity interests, redeemable preferred stock, or subordinated indebtedness.

In August 2026, the Company completed an equity raise, the proceeds of which were required to be applied to repay a portion of the outstanding Whitehawk Credit Agreement loan, resulting in a principal repayment of approximately $ 2.25 million and a prepayment penalty of $ 0.14 million.

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.

4 unchanged sentences

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

Under the terms of the warrant issued to Whitehawk on December 31, 2021, the

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

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

The warrants repriced on March 31, 2022 to $ 1713.60 per share and the shares increased to 2,385 .

7 unchanged sentences

The Whitehawk warrants were repriced to $ 543.96 per share, and the number of shares issuable upon exercise increased to 7,513 shares.

On April 1, 2026, the Company entered into an amendment to its inventory finance agreement with J.J.

Astor & Co., a related party, converting $ 556,200 of outstanding debt into 100,000 shares of Class A common stock at $ 5.562 per share.

This conversion triggered a reduction of the exercise price of the Whitehawk warrants and a revaluation of the derivative liability.

The Whitehawk warrants were repriced to $ 468.29 per share, and the number of shares issuable upon exercise increased to 8,727 .

NOTE 9 – DERIVATIVE LIABILITIES

3 unchanged sentences

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

March 31, 2026

June 30, 2026

Common stock issuable upon exercise of warrants 8,727

13 unchanged sentences

Expected dividend yields (3) — %

(1) The risk-free interest rate was determined using the applicable Treasury Bill as of the measurement date.

(1) The risk-free interest rate was determined using the applicable (six month)Treasury Bill as of the measurement date.

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

3 unchanged sentences

Three Months Ended

March 31, Three Months Ended

June 30, Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

United States $ 1,725 $ ( 5,863 ) $ ( 3,300 ) $ ( 8,095 )

Foreign ( 1,479 ) 1,418 ( 3,364 ) 257

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.

Total pretax book income (loss) $ 246 $ ( 4,445 ) $ ( 6,664 ) $ ( 7,838 )

The Company recorded income tax benefit of $ 263 thousand and income tax expense of $ 274 thousand for the three months ended June 30, 2026 and 2025, respectively, and income tax benefit of $ 648 thousand and income tax expense of $ 124 thousand for the six months ended June 30, 2026 and 2025, respectively.

The effective tax rate was 9.7 % and ( 1.6 )% for the six months ended June 30, 2026 and 2025 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.

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

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

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

ASC 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.

11 unchanged sentences

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.

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 June 30, 2026 and December 31, 2025.

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

13 unchanged sentences

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.

As of June 30, 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

11 unchanged sentences

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.

Although the dividends are payable only when and if declared or upon a liquidation, dividends that do

become payable but remain unpaid will accrue interest at a fixed rate of 12 % until such dividend and interest shall be paid in full.

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

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

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

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

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

Nasdaq further noted that it will continue to monitor the Company’s compliance

with the minimum stockholders’ equity and, if at the time of its next periodic report the Company does not comply, the Company may be subject to delisting.

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

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

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

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

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

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

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

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

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

Following the Company’s 1-for-6 reverse stock split in June 2026, the Company’s common stock consists of 694,445 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.

As of June 30, 2026 and December 31, 2025, the Company had 667,348 and 228,335 shares of Class A common stock issued and outstanding, respectively.

No Class B shares were outstanding as of June 30, 2026 or December 31, 2025.

On April 20, 2026, the Company received a 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.

On July 1, 2026, the Company received a determination letter from the Listing Qualifications Staff of The Nasdaq that it is not in compliance with the $2.5 million stockholders’ equity requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b).

As a result, the Company’s securities are subject to suspension and delisting unless it timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).

The Company requested a hearing before the Panel, which was held on August 13, 2026.

The Company believes it has since regained compliance with the applicable listing standard and presented its position to the Panel at the hearing.

As of the date of this Quarterly Report, the Company has not been delisted from Nasdaq and continues to await a formal written decision from the Panel, which is expected within approximately three weeks of the hearing date.

There can be no assurance that the Panel will grant continued listing, and the Company’s common stock remains subject to potential delisting pending the Panel’s determination.

On July 23, 2026, at the Company’s reconvened Annual Meeting of Shareholders, shareholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Class A common stock from 694,445 shares to 55,000,000 shares.

The amendment provides the Company with additional flexibility for future corporate purposes, subject to applicable law, Nasdaq listing requirements, and Board approval.

February 2025 Private Placement

3 unchanged sentences

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 prefunded warrant has an initial exercise price of $ 0.0036 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 $ 76.68 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.

Pursuant to the Purchase Agreement, the Company filed a registration statement on Form S-3 (the “Registration Statement”) with the Securities and 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.

12 unchanged sentences

In total, the Company sold 408,276 shares of Class A Common Stock under the program for aggregate proceeds of approximately $ 4.6 million, after deducting sales agent commissions of $ 0.14 million but before offering expenses, thereby fully exhausting the capacity of the program.

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

The Company had equity warrants outstandi ng of 13,847 and 24,883 as of June 30, 2026 and December 31, 2025, respectively.

NOTE 12 – STOCK COMPENSATION

7 unchanged sentences

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.

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.

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.

There was no stock option activity during the six months ended June 30, 2026.

As of June 30, 2026, 22 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:

The following is a summary of the RSU activities during the six months ended June 30, 2026:

Number of Units

2 unchanged sentences

Forfeited ( 5 )

Outstanding, March 31, 2026 440

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

Outstanding, June 30, 2026 60

The following is a summary of the warrant activities for warrants to purchase Class A common stock during the six months ended June 30, 2026:

Outstanding, December 31, 2025 24,883

Exercised ( 12,250 )

Outstanding, March 31, 2026 75,798

Exercisable, March 31, 2026 75,798

Increase in warrant shares from anti-dilution adjustment 1,214

Outstanding, June 30, 2026 13,847

Exercisable, June 30, 2026 13,847

Stock Compensation Expense

2 unchanged sentences

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.

The LTIP awarded to the Company’s Board of Directors have a performance period ended on March 31, 2026, 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 $ 0.4 million and $ 0.1 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.

Consequently, the actual payout under the LTIP awarded to the Board was $ 86 thousand for the performance period ended on 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 in 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.

$ 50 thousand of the LTIP payout in the six months ended June 30, 2026 was attributable to

executive departures.

An additional $ 86 thousand of the LTIP payout in the six months ended June 30, 2026 was attributable to the LTIP awarded to the Board for the performance period ended March 31, 2026.

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

March 31, 2026 to be $ 104 thousand.

The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of June 30, 2026 to be $ 101 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

June 30, 2026

Market value of common stock on measurement date $ 4.71

2 unchanged sentences

Expected volatility (2) 111 %

(1) The risk-free interest rate was determined using the applicable Treasury Bill as of the measurement date.

(1) The risk-free interest rate was determined using the applicable (six month) 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):

For the three and six months ended June 30, 2026 and 2025, the Company recorded the following stock compensation in general and administrative expense (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Stock options $ — $ 5 $ — $ 12

3 unchanged sentences

Total stock compensation expense $ 49 $ 179 $ 212 $ 348

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.

As of June 30, 2026, there was approximately $ 0.14 million of unrecognized compensation expense related to unvested options and RSUs, which will be amortized over the remaining vesting period.

NOTE 13 – RELATED PARTY TRANSACTIONS

6 unchanged sentences

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.

For the three months ended June 30, 2026 and 2025, the Company paid $ 81 thousand and $ 3 thousand under the agreement, respectively.

For the six months ended June 30, 2026 and 2025, the Company paid $ 127 thousand and $ 39 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.

5 unchanged sentences

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.

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.

4 unchanged sentences

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

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

Pope continues to serve as a director of the Company.

For the six months ended June 30, 2025, the Company paid $ 43 thousand under the agreement.

Pope currently serves as the Executive Chairman of the Company.

Inventory Finance Agreement

29 unchanged sentences

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.

As of June 30, 2026, the total amount of such open inventory purchase orders was $ 18.7 million.

Inventory Financing Arrangement

9 unchanged sentences

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.

As of June 30, 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 .

There was no customer that accounted for greater than 10% of the Company’s consolidated revenues for the six months ended June 30, 2026 and 2025.

For the six months ended June 30, 2026 and 2025, the Company’s purchases were concentrated primarily with two vendors .

Details are as follows:

3 unchanged sentences

total cost of

the three months ended

the six months ended

2026 Accounts payable

4 unchanged sentences

of total cost of

the three months ended

the six months ended

2025 Accounts payable

6 unchanged sentences

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

March 31, 2026

For the three months ended

June 30, 2026

Americas EMEA Rest of World Eliminations and Adjustments Total

6 unchanged sentences

Interest expense 1,060 — — — 1,060

Income tax expense ( 648 ) 263 — — ( 385 )

Income tax benefit (expense) ( 417 ) 154 — — ( 263 )

Other segment items (3)

( 36 ) ( 5 ) ( 10 ) ( 218 ) ( 269 )

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

Net Income (Loss) $ 2,159 $ ( 1,948 ) $ 73 $ 225 $ 509

For the six months ended

June 30, 2026

Americas EMEA Rest of World Eliminations and Adjustments Total

Revenues, net $ 20,812 $ 28,143 $ 605 $ ( 1,200 ) $ 48,360

Cost of sales 11,078 18,058 292 ( 921 ) 28,507

Segment gross profit 9,734 10,085 313 ( 279 ) 19,853

General and administrative expenses 7,734 8,764 211 — 16,709

Depreciation and amortization 1,275 3,858 — — 5,133

Research and development expenses 1,766 417 — ( 305 ) 1,878

Interest expense 2,334 — — — 2,334

Income tax benefit (expense) ( 1,065 ) 417 — — ( 648 )

Other segment items (3)

( 14 ) 593 ( 10 ) ( 106 ) 463

Net Income (Loss) $ ( 2,296 ) $ ( 3,964 ) $ 112 $ 132 $ ( 6,016 )

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

1 unchanged sentence

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

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

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

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

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

March 31, 2025

For the three months ended

June 30, 2025

Americas EMEA Rest of World Eliminations and Adjustments Total

9 unchanged sentences

301 ( 1,930 ) 3 ( 412 ) ( 2,038 )

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

Net Income (Loss) $ ( 6,415 ) $ 1,174 $ 56 $ 466 $ ( 4,719 )

For the six months ended

June 30, 2025

Americas EMEA Rest of World Eliminations and Adjustments Total

Revenues, net $ 25,673 $ 28,081 $ 592 $ ( 1,071 ) $ 53,275

Cost of sales 15,073 19,867 239 ( 737 ) 34,442

Segment gross profit 10,600 8,214 353 ( 334 ) 18,833

General and administrative expenses 11,328 7,034 197 — 18,559

Depreciation and amortization 1,319 3,735 — — 5,054

Research and development expenses 2,040 390 — ( 390 ) 2,040

Interest expense 4,840 218 — — 5,058

Income tax expense 564 ( 440 ) — — 124

Other segment items (3)

( 1,045 ) ( 2,623 ) 3 ( 375 ) ( 4,040 )

Net Income (Loss) $ ( 8,446 ) $ ( 100 ) $ 153 $ 431 $ ( 7,962 )

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

1 unchanged sentence

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

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

(3) Other Segment items for each 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.

7 unchanged sentences

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

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.

The Company has evaluated subsequent events from June 30, 2026, through August 14, 2026, the date the condensed consolidated financial statements were available to be issued.

Nasdaq Notice of Non-Compliance with Continued Listing Requirement

On July 1, 2026, the Company received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC that it is not in compliance with the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b).

As a result, the Company’s securities are subject to suspension and delisting unless it timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).

The Company requested a hearing before the Panel, which was held on August 13, 2026.

The Company believes it has since regained compliance with the applicable listing standard and presented its position to the Panel at the hearing.

There can be no assurance that the Panel will grant continued listing, and the Company’s common stock remains subject to potential delisting pending the Panel’s determination.

The amendment provides the Company with additional flexibility for future corporate purposes, subject to applicable law, Nasdaq listing requirements, and Board approval.

CFO Transition

On July 30, 2026, Ryan Zeek notified the Board of Directors of his resignation as Chief Financial Officer of the Company, effective August 17, 2026.

Zeek’s resignation was voluntary and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices;

he has agreed to provide limited transition support through September 30, 2026.

In connection with his departure, the Board appointed Jennifer Grabow, the Company’s former Controller, as interim Chief Financial Officer, effective August 16, 2026, to serve until a permanent successor is appointed, pursuant to an interim appointment agreement dated August 3, 2026 providing for an annual base salary of $ 210,000 and eligibility for a quarterly performance based bonus.

Grabow’s interim designation is subject to mutual review at the 90-day mark on November 16, 2026.

Series D Convertible Preferred Stock Financing

On August 5, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 937,500 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $ 0.0001 per share (the “Preferred Stock”), at a purchase price of $ 8.00 per share, each share having a stated value of $ 10.00 , reflecting a 20 % original issue discount (“OID”).

The Preferred Stock is convertible into shares of the Company’s Class A Common Stock, par value $ 0.0001 per share (the “Common Stock”), in accordance with the terms of the Certificate of Designation.

The Company agreed to issue and sell the Preferred Stock in two tranches:

Tranche One, in the amount of $ 5,500,000 ( 687,500 shares of Preferred Stock), payable on or before the Closing Date;

and Tranche Two, in the amount of

$ 2,000,000 (the “Effectiveness Tranche Amount”) ( 250,000 shares of Preferred Stock), payable upon effectiveness of the resale registration statement, subject to a 60 -calendar-day outside date and to the Company obtaining the Required Stockholder Approvals and remaining current in its SEC reporting obligations.

In connection with the closing of the transaction, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada pursuant to NRS 78.1955, establishing up to 937,500 shares of Series D Convertible Preferred Stock.

The Preferred Stock ranks senior to the Company’s Class A Common Stock and Class B Common Stock with respect to liquidation distributions, does not accrue dividends in the ordinary course, and is convertible at any time after the Initial Issuance Date at a conversion price generally based on a discount to recent market prices, subject to an applicable floor price, a 4.99 % beneficial ownership limitation, and (absent the Required Stockholder Approvals) a 19.99 % exchange cap under Nasdaq Listing Rule 5635(d).

Upon the occurrence of a Dividend Trigger Event, a cumulative Default Dividend at a rate of 20 % per annum accrues on the stated value of the outstanding Preferred Stock, payable monthly solely in kind.

Equity Purchase Agreement (Equity Line of Credit)

Concurrently with the closing of the transaction, the Company entered into an Equity Purchase Agreement, dated August 5, 2026, with the Investor identified on the signature page thereto (the “Investor”), establishing an equity line facility under which the Company may sell to the Investor up to $ 15,000,000 (the “Maximum Commitment Amount”) of shares of the Company’s Class A Common Stock over a 36-month commitment period, at a purchase price equal to 95 % of the applicable market price, subject to the Maximum Regular Put Amount and Maximum Intraday Put Amount and a 4.99 % beneficial ownership limitation (subject to adjustment up to 9.99 % upon 61 days’ prior notice).

In connection with the Equity Purchase Agreement, the Company approved a form of Pre-Funded Warrant to purchase shares of Class A Common Stock, which the Investor may elect to receive in lieu of Commitment Shares (including True-Up Commitment Shares).

The Pre-Funded Warrants carry a nominal exercise price of $ 0.0001 per share, are exercisable at any time until exercised in full with no fixed expiration date, permit cashless exercise, and are subject to a 4.99 % beneficial ownership limitation (subject to adjustment up to 9.99 % upon 61 days’ prior notice).

Registration Rights Agreement;

Lock-Up Agreements;

Placement Agent Agreement

In connection with the Securities Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement, dated August 5, 2026, pursuant to which the Company agreed to file an initial resale registration statement within 30 calendar days of the Closing Date and to use its best efforts to have it declared effective within 60 calendar days of the Closing Date.

The Company’s directors, executive officers, and certain stockholders entered into Lock-Up Agreements, dated August 5, 2026, restricting transfers of Common Stock for 180 calendar days following the Closing Date.

The Company also entered into a Placement Agent Agreement, dated August 5, 2026, with RBW Capital Partners LLC and Dawson James Securities, Inc., pursuant to which the Company agreed to pay a cash fee equal to 7.0 % of aggregate gross proceeds from the Placement and 2.0 % of amounts drawn under the Equity Purchase Agreement.

Nasdaq Listing Compliance

In August 2026, the Company completed an equity raise of $ 4.8 million, net of fees, and used a portion of the proceeds to repay approximately $ 2.25 million of principal and $ 0.14 million of prepayment penalty under its WhiteHawk Credit Agreement.

As a result, the Company regained compliance with Nasdaq’s $2.5 million Shareholders’ Equity Listing Requirement for continued listing on The Nasdaq Capital Market pursuant to Listing Rule 5550(b)(1) (the “Equity Rule”).

The Company is awaiting Nasdaq’s formal determination that it has evidenced compliance with the Equity Rule.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements