Boxlight Corp 10-Q for FY2025 Q3
Boxlight Corp (BOXL)
10-Q
2025-11-14
For: 2025-09-30
View Original
Added on
April 08, 2026
About this 10-Q
Boxlight Corp filed this 10-Q on November 14, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $29.34M
- down 19.2% from $36.29M a year earlier
- Net loss
- $6.18M
- compared with a net loss of $3.06M a year earlier
- Diluted EPS
- -$1.88
- compared with -$1.72 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended September 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from ______________ to ______________
Commission File Number 001-37564
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
(Address of principal executive offices) (Zip Code)
(678 ) 367-0809
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||||||||
| x | Smaller reporting company | |||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares outstanding of the registrant’s Class A common stock on November 7, 2025 was 5,711,239 .
BOXLIGHT CORPORATION
TABLE OF CONTENTS
| Page No. | ||||||||
| Unaudited Condensed Consolidated Financial Statements | ||||||||
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 | ||||||||
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | ||||||||
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the three and nine months ended September 30, 2025 and 2024 | ||||||||
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 | ||||||||
| Notes to Unaudited Condensed Consolidated Financial Statements | ||||||||
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||||||
| Quantitative and Qualitative Disclosure About Market Risk | ||||||||
| Controls and Procedures | ||||||||
| Legal Proceedings | ||||||||
| Risk Factors | 49 | |||||||
| Unregistered Sale of Equity Securities, Use of Proceeds and Issuer Purchase of Equity Securities | ||||||||
| Defaults Upon Senior Securities | ||||||||
| Mine Safety Disclosures | ||||||||
| Other Information | ||||||||
| Exhibits | ||||||||
| Signatures | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Boxlight Corporation
Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
(in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expense: | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Total operating expense | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
Loss on warrant issuance | ( | ||||||||||||||||||||||
| Change in fair value of derivative liabilities | ( | ( | |||||||||||||||||||||
Change in fair value of common warrants | ( | ||||||||||||||||||||||
| Total other expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit (expense) | ( | ||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Fixed dividends - Series B Preferred (recorded but not declared) | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Comprehensive loss: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | |||||||||||||||||||||||
| Total comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share of Class A common stock – basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average number of shares of Class A common stock outstanding – basic and diluted | |||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
Boxlight Corporation
Condensed Consolidated Balance Sheets
As of September 30, 2025 and December 31, 2024
(in thousands, except share amounts)
| September 30, 2025 | December 31, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable – trade, net of allowances for credit losses of $ | |||||||||||
| Inventories, net of reserves | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net of accumulated depreciation | |||||||||||
| Operating lease right of use asset | |||||||||||
| Intangible assets, net of accumulated amortization | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Short-term debt | |||||||||||
| Operating lease liabilities, current | |||||||||||
| Deferred revenues, current | |||||||||||
| Derivative liabilities | |||||||||||
| Other short-term liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred revenues, non-current | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| Operating lease liabilities, non-current | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Mezzanine equity: | |||||||||||
Preferred Series B, | |||||||||||
Preferred Series C, | |||||||||||
| Total mezzanine equity | |||||||||||
| Stockholders’ deficit: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total stockholders’ deficit | ( | ( | |||||||||
| Total liabilities and stockholders’ (deficit) equity | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
Boxlight Corporation
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity
For the three months ended September 30, 2025
(Unaudited)
(in thousands, except share amounts)
| Series A Preferred Stock | Class A Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Adjustment to beginning balance | — | — | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued for: | |||||||||||||||||||||||||||||||||||||||||||||||
| Prefunded warrants exercised | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common warrants exercised | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted share units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| September 2025 private placement | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Warrant reclassification from liabilities | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Fixed dividends Preferred Series B | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
Boxlight Corporation
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity
For the nine months ended September 30, 2025
(Unaudited)
(in thousands, except share amounts)
| Series A Preferred Stock | Class A Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Adjustment to beginning balance | — | — | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Prefunded warrants exercised | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Common warrants exercised | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted share units | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Reverse stock split fractional adjustment | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| February 2025 private placement | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| September 2025 private placement | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Warrant reclassification from liabilities | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Fixed dividends Preferred Series B | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
6
Boxlight Corporation
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity
For the three months ended September 30, 2024
(Unaudited)
(in thousands, except share amounts)
| Series A Preferred Stock | Class A Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for: | |||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted share units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Stock compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Fixed dividends Preferred Series B | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
7
Boxlight Corporation
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity
For the nine months ended September 30, 2024
(Unaudited)
(in thousands, except share amounts)
| Series A Preferred Stock | Class A Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for: | |||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted share units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Stock compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Fixed dividends Preferred Series B | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
8
Boxlight Corporation
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2025 and 2024
(Unaudited)
(in thousands)
See accompanying notes to unaudited condensed consolidated financial statements.
| Nine Months Ended | |||||||||||
| September 30, 2025 | September 30, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Amortization of debt premium, discount and issuance cost | |||||||||||
| Provision for credit losses | ( | ||||||||||
| Paid-in-kind accrual on short-term debt | |||||||||||
| Changes in deferred tax assets and liabilities | ( | ( | |||||||||
| Change in allowance for sales returns and volume rebates | ( | ( | |||||||||
| Change in fair value of common warrants | ( | ||||||||||
| Change in inventory reserve | ( | ||||||||||
| Change in fair value of derivative liabilities | ( | ||||||||||
| Stock compensation expense | |||||||||||
| Depreciation and amortization | |||||||||||
| Loss on warrant issuance | |||||||||||
| Change in right of use assets and lease liabilities | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable – trade | ( | ||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
Other short-term liabilities | |||||||||||
| Other liabilities | |||||||||||
| Deferred revenues | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from short-term debt | |||||||||||
| Principal payments on short-term debt | ( | ( | |||||||||
| Principal payments on long term debt | ( | ( | |||||||||
| Payments of fixed dividends to Series B Preferred stockholders | ( | ||||||||||
Proceeds from issuance of common stock and pre-funded warrants | |||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of foreign currency exchange rates | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of the period | |||||||||||
| Cash and cash equivalents, end of the period | $ | $ | |||||||||
| Supplemental cash flow disclosures: | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Non-cash investing and financing transactions: | |||||||||||
| Addition of operating lease liabilities | $ | $ | |||||||||
| Cash dividends declared to Series B Preferred stockholders | $ | $ | |||||||||
| Reclassification of warrant liabilities | $ | $ | |||||||||
9
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, 2024 and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). Certain information and note disclosures normally included in consolidated financial statements have been condensed. The December 31, 2024 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 2024 contained in the 2024 Annual Report filed with the SEC on March 28, 2025, describes the significant accounting policies that the Company used in preparing its condensed consolidated financial statements. 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 regain compliance with NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule"), on February 14, 2025, the Company effected a reverse stock split of the Company’s Class A common stock whereby each five shares of the Company’s authorized and outstanding Class A common stock was converted into one share of Class A common stock. The par value of the Class A common stock was not adjusted. Following the reverse split, the authorized shares for Class A common stock was adjusted to 3,750,000 , the authorized shares for Class B common stock remained at 50,000,000 shares, and the authorized shares of preferred stock remained unchanged at 50,000,000 shares. All shares of Class A common stock and per share amounts for all periods presented in the condensed consolidated financial statements and the notes to the condensed consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in aggregate par value of Class A common stock to additional
10
GOING CONCERN
The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business.
As described in Note 8, the Company was not in compliance with the Senior Leverage Ratio financial covenant under its Credit Agreement at September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025. Non-compliance with the Senior Leverage Ratio financial covenant through June 30, 2025 was waived by the Agent and Lender under amendments to the Credit Agreement. In addition, the Company was also not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2025, February 28, 2025, March 31, 2025, April 30, 2025, May 31, 2025, June 30, 2025, July 31, 2025, August 31, 2025, and September 30, 2025. Non-compliance with the borrowing base covenant through July 31, 2025 was either waived by the Agent and Lender under amendments to the Credit Agreement or cured by making certain payments under the Credit Agreement.
On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $2.5 million working capital bridge loan in March 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. The bridge loan, including the related fee, was due and payable in full on August 31, 2025. In conjunction with obtaining the waiver, the Company also was required to comply with the following covenants:
•Initiate recapitalization efforts and/or other financing arrangements with target completion milestones starting on March 21, 2025 through an expected completion of the recapitalization and/or repayment of the debt by June 16, 2025 (the "Recapitalization Requirement"). Not meeting these dates was an event of default under the credit facility. The Company did not meet this requirement.
•Provide budgets to the Lender with variances in excess of specified thresholds resulting in an event of default at the discretion of the Lender. The Company is also required to meet with a financial advisor, as designated by the Lender, if requested.
In addition, the Eighth Amendment prohibits the Company from paying dividends or distributions to the preferred stockholders and reduces the borrowing base calculations by reducing the value assigned to its intellectual property to $11.2 million.
On August 13, 2025, the Company entered into a forbearance agreement and ninth amendment and waiver to the Credit Agreement with the Collateral Agent and Lender (the “Ninth Amendment”) to waive any events of default that may have arisen directly as a result of (1) the Financial Covenant Event of Default (as defined in the Ninth Amendment) for the period ended June 30, 2025, (2) the Borrowing Base defaults described in the Ninth Amendment for the months ended April 30, 2024, May 31, 2025, June 30, 2025, and July 31, 2025, and (3) the failure to comply with the Recapitalization Requirement. Pursuant to the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $0.7 million to $1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 2025.
The Company's noncompliance with its financial covenant related to the borrowing base under the Credit Agreement at March 31, 2025 was cured by the payment of approximately $1.3 million under the Credit Agreement in April and May 2025. The Company applied these payments to the bridge loan and related fee, leaving a balance due at August 31, 2025 of $1.4 million.
There can be no assurance that the Lender will not declare an event of default and require acceleration of all of our obligations under the Credit Agreement in the event we are unable to maintain full compliance with these covenants in the future and cure or obtain waivers of current noncompliance. Because of the significant decreases in the required Senior Leverage Ratio, the Company’s current forecast projects the Company may not be able to maintain compliance with this ratio.
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In addition, the Company’s Term Loan, which has an outstanding balance of $36.7 million as of September 30, 2025, matures on December 31, 2025. As of September 30, 2025, the Company's short-term debt will mature within three months. The Company is actively working to refinance its debt with new lenders. However there can be no assurance that these efforts will be successful prior to the maturity date at which time all amounts under the Term Loan will become due. The Company does not expect it will have the available resources, absent a financing or refinancing, to pay the loan when due.
These conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued. In view of the Term Loans being payable in full within the next three months and the expected non-compliance with the Senior Leverage Ratio, continuation as a going concern is dependent upon the Company’s ability to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on more favorable terms. The Company is actively working to refinance its debt with new lenders. While the Company has currently engaged financial advisors and is actively working to refinance its existing debt, it does not have written or executed agreements as of the issuance of these financial statements. The Company’s ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. We believe we have a good working relationship with our current Lender. However, there can be no assurance that the Company will be successful in refinancing its debt, on a timely basis, or on terms acceptable to the Company, or at all.
As a result of the aforementioned factors, cash and cash equivalents, along with anticipated cash flows from operations, may not provide sufficient liquidity for our working capital needs, debt service requirements or to maintain minimum liquidity requirements under our Credit Agreement. These financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.
REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
During the fourth quarter of 2024, the Company determined that the prior year financial statements contained immaterial errors related to the classification of its rebate liability and sales return reserve. Specifically, the Company notes that the rebate liability should be recorded as a reduction to revenue with an offset to other current liabilities in the Company’s condensed consolidated balance sheets. In addition, the Company notes that the offset to its sales return reserve balance should have been recorded as a refund liability included in other current liabilities in the Company’s condensed consolidated balance sheets. As a result, certain prior year amounts have been revised for consistency with the current presentation.
The Company has evaluated these corrections in accordance with Accounting Standards Codification ("ASC") Topic 250, Accounting Changes and Error Corrections, Financial Accounting Standards Board (“FASB”) Concepts Statement No. 2, Qualitative Characteristics of Accounting Information, and SAB No. 99- Materiality, and determined it was not necessary to amend its previously issued fiscal year condensed consolidated financial statements upon overall considerations of both quantitative and qualitative factors. The corrections had no impact on the Statement of Operations and Comprehensive Loss or Statement of Changes in Stockholders’ (Deficit) Equity for the prior period ended, September 30, 2024.
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A summary of immaterial corrections to the Company’s previously issued condensed consolidated balance sheet are as follows (in thousands):
| September 30, 2024 | |||||||||||
| As reported | Adjustments | As revised | |||||||||
| Accounts receivable – trade, net of allowances | $ | ||||||||||
| Prepaid expenses and other current assets | $ | ||||||||||
| Total assets | $ | ||||||||||
| Accounts payable and accrued expenses | ( | $ | |||||||||
| Other short-term liabilities | $ | ||||||||||
| Total current liabilities | $ | ||||||||||
| Total liabilities | $ | ||||||||||
| Total liabilities and stockholders’ equity | $ | ||||||||||
A summary of immaterial corrections to the Company’s previously issued condensed consolidated statements of cash flows are as follows (in thousands):
| September 30, 2024 | |||||||||||
| As reported | Adjustments | As revised | |||||||||
| Change in allowance for sales returns and volume rebate | ( | ( | ( | ||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Other liabilities | ( | ||||||||||
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 $34.3 million while the carrying value, excluding premiums, discounts, and issuance costs, is approximately $35.2 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).
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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.
As of June 30, 2025, the Company classified newly issued warrants to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock (the “2025 Common Warrants”) as a liability due to the Company having insufficient authorized shares at June 30, 2025 to share-settle the 2025 Common Warrants, which were otherwise determined to be equity classified. The Company also reclassified 32,308 vested stock options from equity classification to liability classification as a result of the Company having insufficient authorized shares of Class A common stock available pursuant to the Company’s articles of incorporation at June 30, 2025 to settle the share-based payment arrangements when the awards are exercised. On August 8, 2025, at the Company's annual meeting of shareholders, the Company's shareholders approved and amendment of the Company's articles of incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000 . As a result, the Company reclassified the 2025 Common Warrants and the vested stock options to equity at their respective fair value.
Transfers into Level 3 measurements during the nine months ended September 30, 2025 of approximately $1.5 million were related to the 2025 Common Warrants. The balance was transferred out of Level 3 measurement as of September 30, 2025. There were no transfers into or out of Level 3 measurements in the first nine months of 2024.
The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):
| September 30, 2025 | Markets for Identical Assets (Level 1) | Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Carrying Value as of September 30, 2025 | ||||||||||||||||||||||
| Long-term incentive plan | $ | $ | ||||||||||||||||||||||||
| December 31, 2024 | Markets for Identical Assets (Level 1) | Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Carrying Value as of December 31, 2024 | ||||||||||||||||||||||
| Derivative liabilities - warrant instruments | $ | $ | ||||||||||||||||||||||||
| Long-term incentive plan | $ | $ | ||||||||||||||||||||||||
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The following tables reconcile the beginning and ending balances of the warrant instruments and long-term incentive plan within Level 3 of the fair value hierarchy, respectively:
| Derivative Liabilities (in thousands) | Long-term incentive plan (in thousands) | Common warrants (in thousands) | |||||||||
| Balance, June 30, 2025 | $ | $ | $ | ||||||||
| Amount paid in period | — | ( | — | ||||||||
| Change in fair value | |||||||||||
| Reclass to equity | — | — | ( | ||||||||
| Balance, September 30, 2025 | $ | $ | $ | ||||||||
| (in thousands) | (in thousands) | (in thousands) | |||||||||
| Balance, December 31, 2024 | $ | $ | $ | ||||||||
Common warrants issuance on February 21, 2025 | — | — | |||||||||
| Amount paid in period | — | ( | — | ||||||||
| Change in fair value | ( | ||||||||||
| Reclass to equity | — | — | ( | ||||||||
| Balance, September 30, 2025 | $ | $ | $ | ||||||||
| (in thousands) | (in thousands) | (in thousands) | |||||||||
| Balance, June 30, 2024 | $ | $ | $ | ||||||||
| Change in fair value | ( | ||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ||||||||
| (in thousands) | (in thousands) | (in thousands) | |||||||||
| Balance, December 31, 2023 | $ | $ | $ | ||||||||
| Change in fair value | ( | ||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ||||||||
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
For the three and nine months ended September 30, 2025, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 5 6 0.9
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upon exercise of warrants. Additionally, potentially dilutive securities of 0.4
For the three and nine months ended September 30, 2024, potentially dilutive securities that were not included in the diluted per share calculation because they would be anti-dilutive comprise 36 22 0.3 0.4
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 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
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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 September 30, 2025 or December 31, 2024. During the three months ended September 30, 2025 and September 30, 2024, respectively, the Company recognized $1.7 million and $2.1 million of revenue that was included in the deferred revenue balance as of December 31, 2024 and December 31, 2023, respectively. During the nine months ended September 30, 2025 and September 30, 2024, the Company recognized $5.5 million and $6.5 million of revenue that was included in the deferred revenue balance as of December 31, 2024 and December 31, 2023, respectively.
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 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.
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There was no material revenue recognized in the three and nine months ended September 30, 2025 related to changes in estimated variable consideration that existed at December 31, 2024.
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 September 30, 2025 and December 31, 2024, the aggregate amount of the contractual transaction prices allocated to remaining performance obligations was $24.4 million and $24.2 million, respectively. The Company expects to recognize revenue on approximately 38 % of the remaining performance obligations during the next 12 months, 28 % in the following 12 months, 19 % in the 12 months ended September 30, 2027, 11 % in the 12 months ended September 30, 2028, with the remaining 4 % recognized thereafter.
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 to five years from the contract execution date as measured based upon the passage of time.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Product revenue | $ | $ | $ | $ | |||||||||||||||||||
| Service revenue | |||||||||||||||||||||||
| Total revenues, net | $ | $ | $ | $ | |||||||||||||||||||
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;
•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.
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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 September 30, 2025 and December 31, 2024 were both less than $0.5
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 Chief Executive Officer.
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 December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. This change will apply on a prospective basis to annual financial
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statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. The Company is currently evaluating the impact of this ASU on its financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40), which improves the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). 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. This change is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU on its financial statements.
In January 2025, the FASB ASU 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The Board issued this Update to clarify the effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The change is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements.
NOTE 2 – ACCOUNTS RECEIVABLE - TRADE
Accounts receivable consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):
| 2025 | 2024 | ||||||||||
| Accounts receivable – trade | $ | $ | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Accounts receivable - trade, net of allowances | $ | $ | |||||||||
NOTE 3 – INVENTORIES
Inventories consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):
| 2025 | 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Spare parts | |||||||||||
| Reserve for inventory obsolescence | ( | ( | |||||||||
| Inventories, net | $ | $ | |||||||||
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NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following at September 30, 2025 and December 31, 2024 (in thousands):
| 2025 | 2024 | ||||||||||
| Prepayments to vendors | $ | $ | |||||||||
| Prepaid licenses and other | |||||||||||
| Prepaid expenses and other current assets | $ | $ | |||||||||
Prepaid expenses and other current assets as of September 30, 2025 and December 31, 2024 are net of reserves of $1.4
NOTE 5 – INTANGIBLE ASSETS
Intangible Assets
Intangible assets consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):
| Useful lives | 2025 | 2024 | |||||||||||||||
| INTANGIBLE ASSETS | |||||||||||||||||
| Patents | $ | $ | |||||||||||||||
| Customer relationships | |||||||||||||||||
| Technology | |||||||||||||||||
| Non-compete | |||||||||||||||||
| Tradenames | |||||||||||||||||
| Intangible assets, at cost | |||||||||||||||||
| Accumulated amortization | ( | ( | |||||||||||||||
| Intangible assets, net of accumulated amortization | $ | $ | |||||||||||||||
For the three months ended September 30, 2025 and 2024, the Company recorded amortization expense of $2.5 million and $1.9 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company recorded amortization expense of $7.3 million and $5.7 million, respectively. Changes to gross carrying amount of recognized intangible assets due to translation adjustments include approximately $2.8 million as of September 30, 2025 and ($0.8 ) million as of December 31, 2024.
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 September 30, 2025, the Company had no leases classified as finance leases. The Company is currently not a lessor in any lease arrangement.
Operating lease expense was $589 thousand and $595 thousand for the three months ended September 30, 2025 and 2024, respectively and $1.8 229 thousand and $470 thousand for the three months ended September 30, 2025 and 2024, respectively and $966 thousand and $1.4 million for the nine months ended September 30, 2025 and 2024, respectively. Cash paid for amounts included in the measurement of lease liabilities was $604 thousand and $426 thousand for the three months ended September 30, 2025 and 2024, respectively and $1.8 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively.
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Future maturities of the Company's operating lease liabilities are summarized as follows (in thousands):
Fiscal year ended, | (in thousands) | ||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total lease liabilities | |||||
| Less: Imputed interest | ( | ||||
| Present value of lease liabilities | $ | ||||
The following is supplemental lease information as of September 30, 2025 and December 31, 2024:
| 2025 | 2024 | ||||||||||
| Weighted-average remaining lease term (years) | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):
| 2025 | 2024 | ||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other | |||||||||||
| Other | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
NOTE 8 – DEBT
The following is a summary of the Company’s debt as of September 30, 2025 and December 31, 2024 (in thousands):
| 2025 | 2024 | ||||||||||
| Debt – Third Parties | |||||||||||
| Paycheck Protection Program | $ | $ | |||||||||
| Note payable - Whitehawk | |||||||||||
| Total debt | |||||||||||
| Net (prepayment premium), discount and issuance costs | ( | ||||||||||
| Current portion of debt | |||||||||||
| Total debt (net of premium, discount and issuance costs) | $ | $ | |||||||||
Debt - Third Parties:
Whitehawk Finance LLC
In December 2021, the Company and substantially all of its direct and indirect subsidiaries (the “Loan Parties”) entered into a term loan credit facility, dated December 31, 2021 (the “Credit Agreement”), with Whitehawk Finance LLC, as lender (the “Lender”), and White Hawk Capital Partners, LP, as collateral agent (“Whitehawk” or the “Collateral Agent”). Under the Credit Agreement, the Company received an initial term loan of $58.5 million and a subsequent
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delayed draw facility of up to $10 million (collectively, the “Term Loans”). The Term Loans are secured by substantially all of the assets of the Company. As amended, the Company’s interest rate is calculated as the Daily Simple SOFR, subject to a floor of 1 %, plus the SOFR Term Adjustment and Applicable Margin, each as defined in the Credit Agreement, as amended.
Covenant Compliance and Liquidity Considerations
The Company's Credit Agreement, as amended to date, requires compliance with certain monthly covenants, which include provisions regarding over advance limitations based upon a borrowing base. In the second quarter of 2023, as part of obtaining an appropriate waiver, the Company agreed to engage a financial advisor and to use commercial reasonable efforts to refinance the Credit Agreement with an alternative lender and repay the Credit Facility by September 30, 2023, or as soon thereafter as practical. The waiver did not amend the maturity date of the Credit Agreement. Upon repayment, the Company will be subject to a prepayment premium that is higher than the prepayment premium included in the original Credit Agreement, as defined in the waiver.
The Company has either implemented or initiated appropriate plans regarding refinancing procedures that are within management’s control to comply with the waiver requirements. The financial statements do not include any adjustments that might result from the outcome of the Company’s ability to refinance and repay the credit facility.
In February 2024, the Company paid $1.7 million, inclusive of a $0.1 million pre-payment penalty, to Whitehawk to maintain compliance with the borrowing base covenant calculation as of January 31, 2024. After the payment the Company was in compliance with the borrowing base covenant.
The Company was not in compliance with its financial covenant related to the borrowing base under the Credit Agreement at December 31, 2023. The non-compliance was cured by a waiver applied in accordance with the Fifth Amendment to the Credit Agreement dated March 14, 2024 which waived any Event of Default that may have arisen directly as a result of the financial covenant default at December 31, 2023 and in the interim two-month period ended February 29, 2024. The Fifth Amendment also amended and restated the Senior Leverage Ratio and Minimum Liquidity requirements. Under the Fifth Amendment, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00 , at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75 .
On April 19, 2024, the Company entered into a sixth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Sixth Amendment”). The Sixth Amendment provided the Company with an additional $2 million working capital bridge loan in April 2024, and an additional $3 million working capital bridge loan in June 2024, of which $2 million was advanced to the Company. The Company was required to pay a fee equal to 6 % of the aggregate amount of borrowings under the Sixth Amendment (i.e. $4.0 million). Both working capital bridge loans, including the related fee were paid in full by November 2024, and were not subject to prepayment penalties.
On August 12, 2024, the Company entered into a seventh amendment to the Credit Agreement with the Collateral Agent and Lender (the “Seventh Amendment”) to (i) reduce the intellectual property sublimit under the borrowing base from $15.0 million to $11.2 million, and (ii) waive the event of default that may have arisen directly as a result of the Financial Covenant Default (as defined in the Seventh Amendment) at June 30, 2024.
On November 14, 2024, the Company obtained a waiver for the Credit Agreement from the Collateral Agent and Lender (the “November 2024 Waiver”) to waive any events of default that may have arisen directly as a result of (i) the Financial Covenant Default (as defined in the November 2024 Waiver) at September 30, 2024 and (ii) the Borrowing Base Default (as defined in the November 2024 Waiver) for the month ended October 31, 2024. In conjunction with obtaining the waiver, the Company paid down approximately $1.1 million under the Credit Agreement, inclusive of $60 thousand of prepayment penalties.
The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2024. In addition, the Company was not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2024 and February 28, 2025. On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $2.5 million working capital bridge loan and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain
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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, 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.
In addition, the Eighth Amendment prohibits the Company from paying dividends or distributions to the preferred stockholders and reduces the borrowing base calculations by reducing the value assigned to its intellectual property to $11.2 million.
The Company also was not in compliance with its financial covenant related to the borrowing base under the Credit Agreement at March 31, 2025. However, the non-compliance was cured by the payment of approximately $1.3 million under the Credit Agreement in April and May 2025.
The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at September 30, 2025. In addition, the Company was not in compliance with its borrowing base covenant under the Credit Agreement at July 31, 2025, August 31, 2025, and September 30, 2025. 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. In connection with the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $0.7 million to $1.0 million and to change its interest payments from being due quarterly to being due monthly beginning in August 2025.
Issuance Cost and Warrants
In conjunction with its receipt of the Initial Loan, the Company issued to the Lender (i) 13,205 shares of Class A common stock (the “Shares”), which Shares were registered pursuant to its existing shelf registration statement and were delivered to the Lender in January 2022, (ii) a warrant to purchase 51,083 shares of Class A common stock (subject to increase to the extent that 3 % of any Series B and Series C convertible preferred stock converted into Class A common stock), exercisable at $80.00 per share (the “Warrant”), which Warrant was subject to repricing on March 31, 2022 based on the arithmetic volume weighted average prices for the 30 trading days prior to September 30, 2022, in the event the Company’s stock is then trading below $80.00 per share, (iii) a 3 % fee of $1,800,000 , and (iv) a $500,000 original issue discount. In 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 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 $47.60 per share and the shares increased to 85,853 .
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 $44.00 , and shares increased to 92,877 .
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On February 19, 2025, the Company entered into a Securities Purchase Agreement with certain institutional accredited investors. According to the terms of the Credit Agreement, as amended, the Purchase Agreement triggered a reduction of the exercise price of the Whitehawk warrants and a revaluation of the derivative liability. The Whitehawk warrants were repriced to $19.39 , and shares increased to 210,723 .
On September 23, 2025, the Company entered into a Securities Purchase Agreement with certain institutional accredited investors. The Whitehawk warrants were repriced to $15.11 , and shares increased to 270,463 .
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.
| September 30, 2025 | |||||
| Common stock issuable upon exercise of warrants | |||||
| Market value of common stock on measurement date | $ | ||||
| Exercise price | $ | ||||
| Risk free interest rate (1) | % | ||||
| Expected life in years | |||||
| Expected volatility (2) | % | ||||
| Expected dividend yields (3) | % | ||||
| December 31, 2024 | |||||
| Common stock issuable upon exercise of warrants | |||||
| Market value of common stock on measurement date | $ | ||||
| Exercise price | $ | ||||
| Risk free interest rate (1) | % | ||||
| Expected life in years | |||||
| Expected volatility (2) | % | ||||
| 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.
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NOTE 10 – INCOME TAXES
Pretax (loss) income resulting from domestic and foreign operations is as follows (in thousands):
| Three Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| United States | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Foreign | ( | ( | |||||||||||||||||||||
| Total pretax book loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The Company recorded income tax benefit of $261 thousand and income tax benefit of $12 thousand for the three months ended September 30, 2025 and 2024, respectively, and income tax benefit of $137 thousand and income tax expense of $767 thousand for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rate was 1.0 % and (7.1 )% for the nine months ended September 30, 2025 and 2024 due to various permanent differences for Boxlight and a change in valuation allowance for certain deferred assets. The Sahara entities are fully taxable.
The increase in tax expense year-over-year is largely due to an increase in foreign-sourced book income.
The Company 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 September 30, 2025 and December 31, 2024.
The Company completed its IRC Sec. 382 analysis during the second quarter of 2024 and determined that it underwent an ownership change. This caused a limit on the net operating losses generated before 2020. Due to the full valuation allowance on net operating loss carryovers, there is no impact to the interim financial statements as a result of this limitation.
The Sahara entities have recorded a net deferred tax liability, which is primarily driven by the net deferred tax liability on the intangibles for which it does not have tax basis. This includes the deferred tax liability recorded during 2021 for the acquisition of Interactive Concepts. The Company does not qualify for any consolidated filing positions in any of these countries, so there is no ability to net the deferred tax liabilities of the Sahara companies against the deferred tax assets of the legacy Boxlight companies.
The tax years from 2011 to 2024 remain open to examination in the U.S. federal jurisdiction. The tax years from 2023 to 2024 remain open to examination in the U.K. Statutes of limitations vary in other immaterial jurisdictions.
On July 4, 2025, the president signed H.R. 1 (commonly known as the One Big Beautiful Bill Act) into law. The law introduces many significant federal income tax changes with various effective dates. ASU 740 requires that the effects of a change in tax laws or rates should be recorded in the interim period that includes the enactment date. The Company will continue to assess the impact of the new tax law on their tax assets and liabilities for future periods that include the enactment date.
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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) 1,320,850 shares of voting Series C preferred stock, with a par value of $0.0001 per share; 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.
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 September 30, 2025, a total of 167,972 shares of Series A preferred stock remained outstanding which can be converted into 6,693 shares of Class A common stock, at the discretion of the Series A stockholder.
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 was convertible into the Company’s Class A common stock at a conversion price of $66.40 per share which was the closing price of the Company’s Class A common stock on the Nasdaq Stock Market on September 25, 2020 (the “Conversion Price”). The Series C preferred stock has a stated and liquidation value of $10.00 per share and was convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026, or (ii) automatically upon the Company’s Class A common stock trading at 200 % of the Conversion Price for 20 consecutive trading days (based on a volume weighted average price).
To the extent not previously converted into the Company’s Class A common stock, the outstanding shares of Series B preferred stock were redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon 30 days prior written notice from the holders, for a redemption price, payable in cash, equal to the sum of (a) $10.00 multiplied by the number of shares of Series B preferred stock being redeemed (the “Series B Redeemed Shares”), plus (b) all accrued and unpaid dividends, if any, on such Series B Redeemed Shares. The Series C preferred stock was also subject to redemption on the same terms commencing January 1, 2026. The aggregate estimated fair value of the Series B and C preferred stock of $28.5 million was included as part of the total consideration paid for the purchase of Sahara.
The Series B preferred stock has been recorded at its estimated fair value on the date of issuance of approximately $16.1 million, which includes the conversion and redemption features as they have not been bifurcated from the host instruments.
The Series C preferred stock has been recorded at its estimated fair value on the date of issuance of approximately $12.4 million, which includes the conversion and redemption features as they have not been bifurcated from the host instrument.
As the redemption features in the Series B preferred stock and Series C preferred stock are not solely within the control of the Company, the Company has classified the Series B preferred stock and Series C preferred stock as temporary equity in the Company’s condensed consolidated balance sheet.
On October 1, 2025, the Company entered into an agreement (the "Agreement") with all of the holders of its Series B preferred stock and Series C preferred stock.
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Pursuant to the Agreement, the holders converted all outstanding shares of Series C preferred stock—constituting a total of 1,320,850 shares - into a total of 198,920 shares of Class A common stock, par value $0.0001 per share.
In addition, the holders agreed with the Company to amend the terms of the Series B preferred stock. Specifically, the right of the holders to convert their Series B preferred stock into Class A common stock at their option, and a provision that provided for automatic conversion if the price of the common stock on the Nasdaq Capital Market reached a certain level, were eliminated. The right of the holders to cause the Company to redeem their Series B preferred stock at their option was also eliminated.
The dividend provisions of the Series B preferred stock were amended to provide that the current 8 % per annum dividend, currently accruing on a non-compounding cumulative basis, would begin accruing at 9 % per annum on October 2, 2027, 10 % on October 2, 2028, 11 % on October 2, 2029 and 12 % on October 2, 2030 and thereafter. The cumulative dividends are payable only when and if declared, or in the event of a liquidation of the Company. No dividends can be declared or paid on junior classes of capital stock, including the common stock, unless unpaid cumulative dividends on the Series B preferred stock are first paid. Although the dividends are payable only when and if declared or upon a liquidation, dividends that do become payable but remain unpaid will accrue interest at a fixed rate of 12 % until such dividend and interest shall be paid in full.
In the Agreement, the Company agreed to apply up to 20 % of the net proceeds of future primary equity securities offerings undertaken by the Company for capital-raising purposes to redeem or repurchase the Series B preferred stock at a redemption price per share of $10.00 until all such shares are redeemed and repurchased. The obligation to repurchase or redeem the Series B preferred stock is subject to possible limitation based on legal or stock market listing standard considerations.
Common Stock
Following the Company's one-for-five reverse stock split in February 2025, the Company’s common stock consists of 3,750,000 shares of Class A voting common stock and 50,000,000 shares of Class B non-voting common stock. On August 8, 2025, at the Company's annual meeting of shareholders, the Company's shareholders approved an amendment to the Company's articles of incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000 . Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common stock has no voting rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock. As of September 30, 2025 and December 31, 2024, the Company had 5,512,319 1,970,615 No
February 2025 Private Placement
On February 19, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain institutional accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement priced at-the-market under the rules of The Nasdaq Stock Market (the “2025 Private Placement”), an aggregate of (i) 260,000 shares (the “2025 Shares”) of the Company’s Class A common stock, (ii) pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase up to an aggregate of 1,063,000 shares of Class A Common Stock (the “2025 Pre-Funded Warrant Shares”), and (iii) warrants (the “2025 Common Warrants” and, together with the 2025 Pre-Funded Warrants, the “2025 Warrants”) to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock (the “2025 Common Warrant Shares” and, together with the 2025 Pre-Funded Warrant Shares, the “2025 Warrant Shares”). The purchase price of each 2025 Share and accompanying 2025 Common Warrant was $2.13 , and the purchase price of each 2025 Prefunded Warrant and accompanying 2025 Common Warrant was $2.1299 . The 2025 Private Placement closed on February 21, 2025, and the Company issued the 2025 Shares and executed and delivered the 2025 Warrants. The gross proceeds from the 2025 Private Placement were approximately $2.8 million, before deducting placement agent fees and other private placement expenses. Each 2025 Pre-Funded Warrant has an initial exercise price of $0.0001 per share (subject to adjustments as set forth therein), is immediately exercisable upon issuance and will expire when exercised in full. Each 2025 Common Warrant has an initial exercise price of $2.13 per share (subject to adjustments as set forth therein), is exercisable six months following the date of issuance and will expire five and a half years from the date of issuance. Pursuant to the Purchase Agreement, the Company filed a registration statement on Form S-3 (the “Registration Statement”) with the Securities Exchange Commission (“SEC”) on April 7, 2025 to register the resale of the 2025 Shares and the 2025 Pre-Funded Warrant Shares. The Registration Statement was declared effective by the SEC on April 24, 2025.
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Through September 30, 2025, the holders exercised all of the Pre-Funded Warrants. In addition, two of the holders of the 2025 Common Warrants exercised a total of 882,000 warrants with a total exercise price of $1.9 million.
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.
Warrants
The Company had equity warrants outstanding of 895,787 and 277,201 as of September 30, 2025 and December 31, 2024, 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 159,761 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 125,000 shares of the Company’s Class A common stock have been approved for issuance. Upon approval of the 2021 Plan in September 2023, 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.
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.
The following is a summary of the option activities during the nine months ended September 30, 2025:
| Number of Units | |||||
| Outstanding, December 31, 2024 | |||||
| Granted | |||||
| Exercised | |||||
| Forfeited | |||||
| Expired | ( | ||||
| Outstanding, September 30, 2025 | |||||
| Exercisable, September 30, 2025 | |||||
Restricted Stock Units
Under the Company’s 2014 Plan and 2021 Plan, the Company may grant restricted stock units (“RSUs”) to certain employees and non-employee directors. Each RSU represents a contingent right to receive one share of Class A common stock. 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
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the Company prior to vesting. The RSUs vest over a range of immediately vested to four-year vesting periods in accordance with the terms of the applicable RSU grant agreement.
The following is a summary of the RSU activities during the nine months ended September 30, 2025:
| Number of Units | |||||
| Outstanding, December 31, 2024 | |||||
| Granted | |||||
| Vested | ( | ||||
| Forfeited | ( | ||||
| Outstanding, September 30, 2025 | |||||
Warrants
The following is a summary of the warrant activities for warrants to purchase Class A common stock during the nine months ended September 30, 2025:
| Number of Units | |||||||||||||||||
| Outstanding, December 31, 2024 | |||||||||||||||||
| Granted | |||||||||||||||||
| Contractual increase for share sales | |||||||||||||||||
| Exercised | ( | ||||||||||||||||
| Outstanding, September 30, 2025 | |||||||||||||||||
| Exercisable, September 30, 2025 | |||||||||||||||||
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 had a performance period ending on March 31, 2025, whereas the LTIP awarded to senior management have three consecutive 12-month performance periods ending June 30, 2025, June 30, 2026, and June 30, 2027. The target payout under the LTIP awarded to the Board of Directors and senior management is $420 thousand and $1.1 million, respectively. If the Company’s performance relative to the performance goal during the performance cycle is not equal to the performance target, the target Cash LTIP Award will be adjusted based on actual performance. The Cash LTIP for the Board of Directors totaled $236 thousand and was paid in May 2025. The earned payout under the LTIP awarded to senior management was $225 thousand for the period ended June 30, 2025. The target payout for senior management over the remaining term is $468 thousand. 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. As amounts earned for the awards are based on changes in the Company's stock price, the Company will recognize a liability for compensation cost each reporting period based on the fair value as of each reporting date proportionally with the elapsed time at each reporting period. The liability is recognized in other short-term liabilities in the consolidated balance sheets. The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of September 30, 2025 to be $117 thousand. Key inputs to the valuation of the awards include the stock
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price as of the award effective date and the valuation date, the discount rate, and historical volatility in the Company’s stock price.
| September 30, 2025 | |||||||||||
| Market value of common stock on measurement date | $ | ||||||||||
| Risk free interest rate (1) | % | ||||||||||
| Expected life in years | |||||||||||
| Expected volatility (2) | % | ||||||||||
(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 and nine months ended September 30, 2025 and 2024, the Company recorded the following stock compensation in general and administrative expense (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Stock options | $ | $ | $ | $ | |||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Equity based warrants | |||||||||||||||||||||||
| Long-term incentive plan | |||||||||||||||||||||||
| Total stock compensation expense | $ | $ | $ | $ | |||||||||||||||||||
As of September 30, 2025, there was approximately $0.2 million of unrecognized compensation expense related to unvested options, RSU’s, and warrants, which will be amortized over the remaining vesting period.
NOTE 13 – RELATED PARTY TRANSACTIONS
Management Agreement
On November 1, 2022, the Company entered into a consulting agreement with Mark Elliott, former Chief Executive Officer of Boxlight and a member of the Board of Directors through June 16, 2025, when he resigned as a non-executive director and became an advisor to the Board. 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, 2025. For the nine months ended September 30, 2025 and 2024, the Company paid $91 thousand and $189 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 was 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.
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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, with such agreement terminating on February 2025. For the nine months ended September 30, 2025, the Company paid $43 thousand under the agreement. Mr. Pope continues to serve as a director of the Company.
Inventory Finance Agreement
On May 27, 2025, the Company entered into an Inventory Finance Agreement with J.J. ASTOR & CO., a Utah corporation ("J.J. ASTOR”). Michael Pope is the chief executive officer of J.J. ASTOR, which is beneficially owned, directly or indirectly, by a private investment fund managed by Mr. 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. Amounts advanced under the agreement were $1.5 million as of September 30, 2025.
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 $9.0 million, a $3.0 million increase from the maximum amount under the original Agreement. Each advance under the Restated Agreement remains payable by the Company within 90 days at a rate of $1.0535 for each $1.00 advanced. The term of the Restated Agreement is through November 3, 2026, unless mutually extended or earlier terminated by J.J. Astor.
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 September 30, 2025, the total amount of such open inventory purchase orders was $24.2 million.
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NOTE 15 – CUSTOMER AND SUPPLIER CONCENTRATION
There was no customer that accounted for greater than 10% of the Company's consolidated revenues for the nine months ended September 30, 2025. There was one customer that accounted for greater than 10% of the Company's consolidated revenues for the nine months ended September 30, 2024.
| Customer | Total revenues from the customer as a percentage of total revenues for the three months ended September 30, 2025 | Accounts receivable from the customer as of September 30, 2025 (in thousands) | Total revenues from the customer as a percentage of total revenues for the three months ended September 30, 2024 | Accounts receivable from the customer as of September 30, 2024 (in thousands) | ||||||||||||||||||||||
| 1 | % | $ | % | $ | ||||||||||||||||||||||
For the nine months ended September 30, 2025 and 2024, the Company’s purchases were concentrated primarily with one vendor. Details are as follows:
| Vendor | Total purchases from the vendor as a percentage of total cost of revenues for the nine months ended September 30, 2025 | Accounts payable to the vendor as of September 30, 2025 (in thousands) | Total purchases from the vendor as a percentage of total cost of revenues for the nine months ended September 30, 2024 | Accounts payable to the vendor as of September 30, 2024 (in thousands) | ||||||||||||||||||||||
| 1 | % | $ | % | $ | ||||||||||||||||||||||
The Company believes there are other suppliers that could be substituted should the above cited vendor were to become unavailable or non-competitive.
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NOTE 16 – SEGMENTS
Information about our Company’s operations by operating segment for the three and nine months ended September 30, 2025 and 2024 is shown in the following tables (in thousands):
| For the three months ended September 30, 2025 | |||||||||||||||||
| Americas | EMEA | Rest of World | Eliminations and Adjustments | Total | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ( | $ | |||||||||||
Less (2) | |||||||||||||||||
| Cost of sales | ( | ||||||||||||||||
| Segment gross profit | ( | ||||||||||||||||
less (2) | |||||||||||||||||
| General and administrative expenses | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Research and development expenses | ( | ||||||||||||||||
| Interest expense | |||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||
Other segment items (3) | ( | ( | |||||||||||||||
| Net (Loss) Income | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||
| For the nine months ended September 30, 2025 | |||||||||||||||||
| Americas | EMEA | Rest of World | Eliminations and Adjustments | Total | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ( | $ | |||||||||||
Less (2) | |||||||||||||||||
| Cost of sales | ( | ||||||||||||||||
| Segment gross profit | ( | ||||||||||||||||
Less (2) | |||||||||||||||||
| General and administrative expenses | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Research and development expenses | ( | ||||||||||||||||
| Interest expense | |||||||||||||||||
| Income tax expense (benefit) | ( | ( | ( | ||||||||||||||
Other segment items (3) | ( | ( | ( | ( | |||||||||||||
| Net (Loss) Income | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||
(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 each reportable segment includes Other Expense, which consists of the effects of changes in the fair value of derivative liabilities and warrants.
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| For the three months ended September 30, 2024 | |||||||||||||||||
| Americas | EMEA | Rest of World | Eliminations and Adjustments | Total | |||||||||||||
| Revenues, net | $ | $ | $ | ( | $ | ( | $ | ||||||||||
Less (2) | |||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||
| Segment gross profit | ( | ( | |||||||||||||||
Less (2) | |||||||||||||||||
| General and administrative expenses | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Research and development expenses | ( | ||||||||||||||||
| Interest expense | |||||||||||||||||
| Income tax expense (benefit) | ( | ( | |||||||||||||||
Other segment items (3) | ( | ( | ( | ||||||||||||||
| Net (Loss) Income | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||
| For the nine months ended September 30, 2024 | |||||||||||||||||
| Americas | EMEA | Rest of World | Eliminations and Adjustments | Total | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ( | $ | |||||||||||
Less (2) | |||||||||||||||||
| Cost of sales | ( | ||||||||||||||||
| Segment gross profit | ( | ||||||||||||||||
Less (2) | |||||||||||||||||
| General and administrative expenses | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Research and development expenses | ( | ||||||||||||||||
| Interest expense | |||||||||||||||||
| Income tax expense | |||||||||||||||||
Other segment items (3) | ( | ( | ( | ( | |||||||||||||
| Net (Loss) Income | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||
(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 each reportable segment includes Other Expense, which consists of the effects of changes in the fair value of derivative liabilities.
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| September 30, 2025 | December 31, 2024 | ||||||||||
| Identifiable Assets | |||||||||||
| Americas | $ | $ | |||||||||
| EMEA | |||||||||||
| Rest of World | |||||||||||
| Total Identifiable Assets | $ | $ | |||||||||
NOTE 17 – SUBSEQUENT EVENTS
The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at September 30, 2025. In addition, the Company was not in compliance with its borrowing base covenant under the Credit Agreement at July 31, 2025, August 31, 2025, September 30, 2025, and October 31, 2025. Further, the Company had not complied with the Recapitalization Requirement.
On October 1, 2025, the Company entered into an agreement (the "Agreement") with all of the holders of its Series B Preferred Stock and Series C Preferred Stock.
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 limitation 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 director, and audit committee requirements with which it previously did not comply. Nasdaq further noted that it will continue to monitor the Company's compliance with the minimum stockholders' equity and, if at the time of its next periodic report the Company does not comply, the Company may be subject to delisting.
On November 3, 2025, the Company and J.J. Astor entered into an amendment and restatement of its Inventory Financing Agreement with J.J. Astor (the "Restated Agreement"). Under the Restated Agreement, the Company may finance 80 % of the purchase of certain finished goods inventory from one of the Company's manufacturers and suppliers of such inventory up to an aggregate outstanding amount of $9.0 million, a $3.0 million increase from the maximum amount under the original Agreement. Each advance under the Restated Agreement remains payable by the Company within 90
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days at a rate of $1.0535 for each $1.00 advanced. The term of the Restated Agreement is through November 3, 2026, unless mutually extended or earlier terminated by J.J. 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 $0.0001 per share. J.J. Astor can require the Company to register any such shares for public resale with the Securities & Exchange Commission.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the financial statements and the related notes thereto included elsewhere herein. The MD&A contains forward-looking statements that involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this report. The actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors.
Historical results may not be indicative of future performance. The Company’s forward-looking statements reflect its current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.
Unless the context otherwise requires, the terms “the Company,” “we,” “us,” and “our” in this Quarterly Report refer to Boxlight Corporation and its consolidated direct and indirect subsidiaries, and the term “Boxlight” refers to Boxlight Inc., a Washington corporation and a wholly owned subsidiary of Boxlight Corporation. The terms “quarter” and “year to date” refer to our quarter ending September 30th.
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FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (including the section regarding Management’s Discussion and Analysis and Results of Operations, the "Quarterly Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only prediction, and are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Factors that may cause actual results to differ materially from current expectations include, among other things
•our ability to continue to operate as a going concern;
•our substantial indebtedness which matures December 31, 2025;
•our ability to comply with certain covenants, minimum liquidity and borrowing base requirements under our existing credit agreement, or in the alternative, to continue to obtain forbearances or waivers from the lender thereunder with respect to defaults thereunder, including existing defaults;
•our history of operating losses;
•our ability to raise additional capital;
•our ability to maintain compliance with the Nasdaq Capital Market continued listing requirements and maintain a listing of our Class A common stock on Nasdaq Capital Market;
•changes in the sales of our display products;
•changes in U.S. administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreements and any resulting changes in international trade relations, such as trade wars;
•unfavorable global economic or political conditions, including fluctuations in interest rates, inflation, declining consumer sentiment and market uncertainty, and the ongoing conflicts between Russia and Ukraine, and Israel and Hamas;
•changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies;
•seasonal fluctuations in our business;
•changes in our working capital requirements and cash flow fluctuations;
•competition in our industry;
•our ability to enhance our products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner;
•our reliance on resellers and distributors to promote and sell our products;
•the success of our strategy to increase sales in the business and government markets;
•changes in market saturation for our products;
•challenges growing our sales in foreign markets;
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•our dependency on third-party suppliers;
•our reliance on highly skilled personnel;
•governance and management risks related to turnover in our executive ranks and board of directors;
•our ability to enter into and maintain strategic alliances with third parties;
•war, terrorism, other acts of violence, or potential effects of future epidemics, pandemics, or other health crises;
•a breach in security of our electronic data or our information technology systems, including any cybersecurity attack;
•our ability to keep pace with developments in technology;
•consumer product and environmental laws;
•risks inherently related to our foreign operations;
•our compliance with the Foreign Corrupt Practices Act;
•income taxation for our worldwide operations;
•our ability to ship and transport components and final products efficiently and economically across long distances and borders;
•compliance with export control laws;
•fluctuations in foreign currencies;
•unstable market and economic conditions and potential disruptions in the credit markets;
•defects in our products and detection thereof;
•patents or other intellectual property rights necessary to protect our proprietary technology and business;
•assertions against us relating to intellectual property rights;
•our ability to anticipate consumer preferences and successfully develop attractive products;
•our ability to develop, implement and maintain an effective system of internal control over financial reporting;
•our possible or assumed future results of operations;
•our ability to attract and retain customers;
•our ability to sell additional products and services to customers;
•our cash needs and financing plans;
•our potential growth opportunities;
•expected technological advances by us or by third parties and our ability to leverage them;
•the effects of future regulation;
•our ability to protect or monetize our intellectual property; and
•and those other risks referenced herein, including those risks referred to in Part II, Item 1A–“Risk Factors” in this Quarterly Report and those risks discussed in our other filings with the Securities and Exchange Commission
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(“SEC”), including those risks discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which discussion is incorporated herein by this reference.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits thereto completely and with the understanding that our actual future results may be materially different from what we expect. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Overview
We are a technology company that is seeking to become a world-wide leading innovator and integrator of interactive products and software for schools, education, business, and government interactive spaces. We currently design, produce and distribute interactive displays, collaboration software, supporting accessories and professional services. We also distribute science, technology, engineering, and math (or “STEM”) products, including a robotics and coding system, 3D printing solution and portable science lab. The Company’s products are integrated into its software suite that provides tools for presentation creation and delivery, assessment, and collaboration.
Our operations are organized, managed, and classified into three reportable segments – Europe, Middle East, and Africa (“EMEA”), North and Central America (“Americas”), and all other geographic regions (“Rest of World”). Our EMEA segment consists of the operations of Sahara Holding Limited and its subsidiaries. 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.
To date, we have generated substantially all of the Company’s revenue from the sale of hardware (primarily consisting of interactive displays and audio products) and software to the educational market in the United States and Europe.
We have also implemented a comprehensive plan to reach and maintain profitability both from our core business operations. Highlights of the plan include:
•Integrating products of the acquired companies and cross training sales representatives to increase their offerings and productivity;
•Hiring new sales representatives with significant industry experience in their respective territories, and
•Expanding our reseller partner network both in key territories and in new markets, thereby increasing our penetration and reach.
Components of our Results of Operations and Financial Condition
Revenues are comprised of hardware products, software services, and professional development revenues less sales discounts.
•Product revenue. Product revenue is derived from the sale of our hardware (interactive displays), peripherals, and accessories, along with other third-party products, directly to our customers, as well as through our network of domestic and international distributors.
•Professional service revenue. We receive revenue from providing professional development services through third parties and our network of distributors.
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Cost of revenues
Our cost of revenues is comprised of the following:
•costs to purchase components and finished goods directly;
•third-party logistics costs;
•inbound and outbound freight costs, and customs and duties charges;
•costs associated with the repair of products under warranty;
•write-downs of inventory carrying value to adjust for excess and obsolete inventory and periodic physical inventory counts; and
•cost of professionals to deliver professional development training related to the use of our products.
We outsource some of our warehouse operations and order fulfillment and purchase products from related and third parties. Our product costs will vary directly with volume and the costs of underlying product components as well as the prices we are able to negotiate with our contract manufacturers. Shipping costs fluctuate with volume as well as with the method of shipping chosen in order to meet customer demand. As a global company with suppliers centered in Asia and customers located worldwide, we have used, and may in the future use, air shipping to deliver our products directly to our customers. Air shipping is more costly than sea or ground shipping or other delivery options. We primarily use air shipping to meet the demand for our products during peak seasons and new product launches.
Gross profit and gross profit margin
Gross profit and gross profit margin have been, and may in the future be, influenced by several factors including: competitive pricing within the industry, product, channel and geographical revenue mix; changes in product costs related to the release of projector models; and component, contract manufacturing and supplier pricing, freight, duties, and other shipping costs, and foreign currency exchange. As we primarily procure our product components and manufacture our products in Asia, our suppliers incur many costs, including labor costs, in other currencies. To the extent that exchange rates move unfavorably for our suppliers, they may seek to pass these additional costs on to us, which could have a material impact on future average selling prices and unit costs. Gross profit and gross profit margin may fluctuate over time based on the factors described above.
Operating expenses
We classify our operating expenses into three categories: general and administrative, depreciation and amortization, and research and development.
General and administrative. General and administrative expense consists of personnel related costs, which include salaries and stock-based compensation, as well as the costs of professional services, such as accounting and legal, facilities, information technology, and other administrative expenses. General and administrative expense may fluctuate as a percentage of revenue, notably in the second and third quarters of our fiscal year when we have historically experienced our highest levels of revenue.
Depreciation and amortization. Depreciation and amortization expense consists of depreciation of our property and equipment and amortization of our intangible assets.
Research and development. Research and development expense consists primarily of personnel related costs, prototype and sample costs, design costs and global product certifications mostly for wireless certifications.
Other (expense) income, net
Other (expense) income, net primarily consists of interest expense associated with our debt financing arrangements, certain impacts of changes in foreign exchange rates, and the effects of changes in the fair value of derivative liabilities and changes in the fair value of warrants.
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Income tax expense
We are subject to income taxes in the jurisdictions in which we do business, including the United States, Canada United Kingdom, Mexico, Sweden, Finland, Holland, Australia, Denmark and Germany. The United Kingdom, Mexico, Sweden, Finland, Holland, Germany, Australia, Canada, and Denmark have a statutory tax rate different from that of the United States. Additionally, certain jurisdictions of the Company’s international earnings are also taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the absorption of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws. We regularly assess the likelihood of adverse outcomes resulting from the examination of our tax returns by the U.S. Internal Revenue Service, or IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax expense may become necessary. Any such adjustments could have a significant impact on our results of operations.
Operating Results – Boxlight Corporation
For the three-month periods ended September 30, 2025 and 2024
Revenues. Total revenues for the three months ended September 30, 2025 were $29.3 million as compared to $36.3 million for the three months ended September 30, 2024, resulting in a 19.2% decrease. The decrease in revenues was due to lower sales volume across all markets primarily resulting from lower global demand for interactive flat panel displays as well as competitive industry pricing. On a sequential quarter basis, total revenues decreased 4.9% from the three months ended September 30, 2025.
Cost of Revenues. Cost of revenues for the three months ended September 30, 2025 were $20.8 million as compared to $24.0 million for the three months ended September 30, 2024, resulting in a 13.5% decrease. The decrease in cost of revenues was attributable to the decrease in units sold, offset by an increase of $1.6 million in tariffs.
Gross Profit. Gross profit for the three months ended September 30, 2025 was $8.5 million as compared to $12.3 million for the three months ended September 30, 2024, a decrease of 30.3%. Gross profit margin was 29.1% for the three months ended September 30, 2025 and 33.8% for the three months ended September 30, 2024. The decrease in gross profit margin is primarily related to changes in the product mix, increases in pricing pressure within the industry, and the impact of tariffs on the cost of our products compared to the prior year quarter.
General and Administrative Expenses. General and administrative expenses for the three months ended September 30, 2025 were $8.7 million, representing 29.8% of revenue as compared to $10.0 million representing 27.6% of revenue for the three months ended September 30, 2024. The decrease in general and administrative expenses for the period ended September 30, 2025 was primarily due to a decrease of $1.1 million in employee-related expenses, a decrease of $0.3 million in stock compensation, and a decrease of $0.1 million in travel expense, offset by an increase in professional fees of $0.2 million.
Depreciation and Amortization Expenses. Depreciation and amortization expenses for the three months ended September 30, 2025 were $2.6 million, representing 9.0% of revenue as compared to $2.1 million representing 5.7% of revenue for the three months ended September 30, 2024. The increase in depreciation and amortization expenses for the period ended September 30, 2025 was due to acceleration of amortization of intangible assets that will continue through the third quarter of 2026.
Research and Development Expenses. Research and development expenses for the three months ended September 30, 2025 and 2024 were $1.1 million and $1.0 million, respectively and represented 3.8% and 2.8% of revenue, respectively.
Other Expense. Other expense, net for the three months ended September 30, 2025 was $2.5 million as compared to $2.2 million for the three months ended September 30, 2024, representing an increase of $0.3 million. Other expense consists primarily of interest expense on our term loan, foreign currency translation, and the change in fair value of common warrants and derivative liabilities compared to the prior year quarter, and the increase in the current period relates primarily to the increase in interest expense and the change in fair value of common warrants.
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Net Loss. Net loss was approximately $6.2 million and $3.1 million for the three months ended September 30, 2025 and 2024, respectively, and was a result of the changes noted above.
For the nine-month periods ended September 30, 2025 and 2024
Revenues. Total revenues for the nine months ended September 30, 2025 were $82.6 million as compared to $111.9 million for the nine months ended September 30, 2024, resulting in a 26.2% decrease. The decrease in revenues was due to lower sales volume across all markets primarily resulting from lower global demand for interactive flat panel displays as well as competitive industry pricing.
Cost of Revenues. Cost of revenues for the nine months ended September 30, 2025 were $55.2 million as compared to $72.3 million for the nine months ended September 30, 2024, resulting in a 23.6% decrease. The decrease in cost of revenues was attributable to the decrease in units sold, offset by an additional $1.3 million in tariffs.
Gross Profit. Gross profit for the nine months ended September 30, 2025 was $27.4 million as compared to $39.6 million for the nine months ended September 30, 2024, a decrease of 30.9%. Gross profit margin was 33.1% for the nine months ended September 30, 2025 and 35.4% for the nine months ended September 30, 2024. The decrease in gross profit margin is primarily related to the difference in product mix, increases in pricing pressure within the interactive flat panel display market, and the impact of tariffs incurred during a portion of the current period compared to the prior year period.
General and Administrative Expenses. General and administrative expenses for the nine months ended September 30, 2025 were $27.3 million, representing 33.0% of revenue as compared to $33.5 million representing 29.9% of revenue for the nine months ended September 30, 2024. The decrease in general and administrative expenses for the period ended September 30, 2025 was due to ongoing initiatives to reduce operating expenses across all cost groups, with the largest declines in employee-related expenses of $5.0 million and the second largest declines in sales and marketing expense of $1.2 million.
Depreciation and Amortization Expenses. Depreciation and amortization expenses for the nine months ended September 30, 2025 were $7.7 million, representing 9.3% of revenue as compared to $6.2 million representing 5.5% of revenue for the nine months ended September 30, 2024. The increase in depreciation and amortization expenses for the period ended September 30, 2025 was due to acceleration of amortization of intangible assets that will continue through the third quarter of 2026.
Research and Development Expenses. Research and development expenses for the nine months ended September 30, 2025 and 2024 were $3.2 million in both periods and represented 3.8% and 2.8% of revenue, respectively.
Other Expense. Other expense, net for the nine months ended September 30, 2025 was $3.5 million as compared to $7.6 million for the nine months ended September 30, 2024, representing a decrease of $4.1 million. Other expense consists primarily of interest expense on our term loan, foreign currency translation, and the change in fair value of common warrants compared to the prior year. The decrease in the current period was due to an increase in other income and positive changes in the fair value of common warrants.
Net Loss. Net loss was approximately $14.1 million and $11.6 million for the nine months ended September 30, 2025 and 2024, respectively, and was a result of the changes noted above.
Use of Non-GAAP financial measures
To provide investors with additional insight and allow for a more comprehensive understanding of the information used by management in its financial and decision-making surrounding operations, we supplement our condensed consolidated financial statements which are prepared in accordance with GAAP with EBITDA and Adjusted EBITDA, both non-GAAP financial measures of earnings.
EBITDA represents net loss before income tax expense, interest income, interest expense, depreciation and amortization. Adjusted EBITDA represents EBITDA, plus stock compensation expense, the change in fair value of derivative liabilities, purchase accounting impact of fair valuing inventory and deferred revenue, loss on warrant issuance,
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change in fair value of warrants and severance charges. Management uses EBITDA and Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of the Company’s business model, and to assess the strength of the underlying operations of our business. These adjustments, and the non-GAAP financial measure that is derived from them, provide supplemental information to analyze our operations between periods and over time. Investors should consider the Company’s non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.
The following table contains reconciliations of net losses to EBITDA and adjusted EBITDA for the periods presented:
| (in thousands) | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Net Loss | $ | (6,184) | $ | (3,061) | $ | (14,146) | $ | (11,628) | ||||||||||||||||||
| Depreciation and amortization | 2,627 | 2,075 | 7,681 | 6,187 | ||||||||||||||||||||||
| Interest expense | 2,753 | 2,550 | 7,811 | 7,723 | ||||||||||||||||||||||
| Income tax (benefit) expense | (261) | (12) | (137) | 767 | ||||||||||||||||||||||
| EBITDA | $ | (1,065) | $ | 1,552 | $ | 1,209 | $ | 3,049 | ||||||||||||||||||
| Stock compensation expense | 111 | 441 | 459 | 1,233 | ||||||||||||||||||||||
| Change in fair value of derivative liabilities | 235 | (6) | 286 | (202) | ||||||||||||||||||||||
| Purchase accounting impact of fair valuing inventory | — | — | — | 225 | ||||||||||||||||||||||
| Loss on warrant issuance | — | — | 578 | — | ||||||||||||||||||||||
Change in fair value of common warrants | 291 | — | (1,394) | — | ||||||||||||||||||||||
| Purchase accounting impact of fair valuing deferred revenue | 16 | 208 | 219 | 778 | ||||||||||||||||||||||
| Severance charges | — | — | 57 | 943 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | (412) | $ | 2,195 | $ | 1,414 | $ | 6,026 | ||||||||||||||||||
Discussion of Effect of Seasonality on Financial Condition
Certain accounts in our financial statements are subject to seasonal fluctuations. As our business and revenues grow, we expect these seasonal trends to be reduced. The bulk of our products are shipped to our educational customers prior to the beginning of the school year, usually in July, August or September. To prepare for each school year, we generally build up inventories during the second quarter of the year. As a result, inventories tend to be at their highest levels at that point in time. In the first quarter of the year, inventories tend to decline significantly as products are delivered to customers. Thereafter, during the first quarter, we do not generally need to restock inventories at the same inventory levels. Accounts receivable balances tend to be at the highest levels in the third quarter, at which point we record the highest level of sales.
Liquidity and Capital Resources
As of September 30, 2025, we had cash and cash equivalents of $11.8 million, a working capital balance of $1.5 million, and a current ratio of 1.02. As of September 30, 2024, we had $10.5 million of cash and cash equivalents, a working capital balance of $45.8 million, and a current ratio of 2.10. In addition, the Company had indebtedness of $36.7 million maturing on December 31, 2025.
For the nine months ended September 30, 2025 and 2024, we had net cash used in operating activities of $1.8 million and $2.1 million, respectively. Cash used in operating activities primarily relates to net loss for the nine months ended September 30, 2025 as well as changes in working capital management. We had net cash used in investing activities of $158 thousand and $279 thousand for the nine months ended September 30, 2025 and 2024, respectively. Cash used in investing activities is related to purchases of property and equipment. For the nine months ended September 30, 2025 and 2024, we had net cash provided by and used in financing activities of $5.7 million and $4.4 million, respectively. Cash provided by financing activities in 2025 is related to proceeds from short-term debt of $2.5 million and proceeds from issuance of common stock and the exercise of warrants of $8.3 million, partially offset by principal payments of debt of
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$5.1 million. Cash used in financing activities in the 2024 period related to principal payments on debt of $7.4 million and payments of preferred dividends of $1.0 million, partially offset by $4.0 million proceeds from short-term debt.
Our liquidity needs are funded by operating cash flows and available cash. Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases. We lease all of our office facilities. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are required to prepay a percentage of our inventory purchases, which further constrains our cash liquidity. In addition, our industry is seasonal with many sales to educational customers occurring during the second and third quarters when schools make budget appropriations and classes are not in session limiting disruptions related to product installation. This seasonality makes our needs for cash vary significantly from quarter to quarter.
On April 19, 2024, the Company entered into a sixth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Sixth Amendment”). The Sixth Amendment provided the Company with an additional $2 million working capital bridge loan in April 2024, and an additional $3 million working capital bridge loan in June 2024, of which $2 million was advanced to the Company. The Company was required to pay a fee equal to 6% of the aggregate amount of borrowings under the Sixth Amendment (i.e. $4.0 million). Both working capital bridge loans, including the related fee were paid in full by November 2024, and were not subject to prepayment penalties.
Given the uncertainty surrounding global supply chains, global markets, and general global uncertainty as a result of new U.S. tariff policy, trade wars, and the ongoing conflicts between Russia and Ukraine and Israel and Hamas, the availability of debt and equity capital has been reduced and the cost of capital has increased. Furthermore, recent adverse developments affecting the financial services industry including events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions may lead to market-wide liquidity problems. This in turn could result in a reduction in our ability to access funding sources and credit arrangements in amounts adequate to finance our current and future business operations. Increasing our capital through equity issuance at this time could cause significant dilution to our existing stockholders. However, there can be no guarantee we will be able to access capital when needed or be able to manage through the current challenges in the equity and debt finance markets by managing payment terms with our customers and vendors.
Cash and cash equivalents, along with anticipated cash flows from operations and recent financing arrangements with our lenders, are expected to provide sufficient liquidity for working capital needs and debt service requirements.
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.
The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2023. On March 14, 2024, we entered into the Fifth Amendment with the Collateral Agent and the Lender to (1) amend and restate the Senior Leverage Ratio and Minimum Liquidity (as defined in the Fifth Amendment), and (2) waive any event of default that may rise directly as a result of the Financial Covenant Default (as defined in the Fifth Amendment) at December 31, 2023. Under the Fifth Amendment, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00, at June 30, 2024 it remained at 2.00, and thereafter it remained at 1.75.
The Company was not in compliance with its Senior Leverage Ratio financial covenant under the Credit Agreement at June 30, 2024. On August 12, 2024, we entered into the Seventh Amendment with the Collateral Agent and the Lender to (1) reduce the intellectual property sublimit under the borrowing base from $15.0 million to $11.2 million, and (2) waive the event of default that may have arisen directly as a result of the Financial Covenant Default (as defined in the Seventh Amendment) at June 30, 2024.
The Company was also not in compliance with its Senior Leverage Ratio financial covenant under the Credit Agreement at September 30, 2024. Subsequent to the end of the third quarter of 2024, we were also not in compliance with our borrowing base covenant under the Credit Agreement for month ended October 31, 2024. On November 14, 2024, we obtained a waiver for the Credit Agreement from the Collateral Agent and Lender (the “November 2024 Waiver”) to waive any events of default that may have arisen directly as a result of (i) the Financial Covenant Default (as defined in the November 2024 Waiver) at September 30, 2024 and (ii) the Borrowing Base Default (as defined in the November 2024 Waiver) for the month ended October 31, 2024. In conjunction with obtaining the waiver, the Company paid down approximately $1.1 million under the Credit Agreement, inclusive of $60 thousand of prepayment penalties.
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The Company was also not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at December 31, 2024. In addition, the Company was also not in compliance with its borrowing base covenant under the Credit Agreement at December 31, 2024, January 31, 2024 and February 28, 2025. On March 24, 2025, the Company entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender (the “Eighth Amendment”) to (i) provide the Company with an additional $2.5 million working capital bridge loan and (ii) waive any events of default that may have arisen as a result of the Company’s failure to (A) maintain the required ratio of indebtedness to adjusted EBITDA (defined more specifically as the “Senior Leverage Ratio” in the Credit Agreement) for the periods ended December 31, 2024 and March 31, 2025 and (B) maintain a value of specified assets in excess of certain borrowings (defined more specifically as a “Borrowing Base” in the Credit Agreement) for the months ended December 31, 2024, January 31, 2025 and February 28, 2025. 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 was 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 was paid in full on August 29, 2025, and is not subject to prepayment penalties. There can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to maintain full compliance with these covenants in the future.
In conjunction with obtaining the waiver pursuant to the Eighth Amendment, the Company was also required to comply with additional covenants, including meeting target completion milestones related to the Company’s recapitalization process, most notably achieving an expected completion of the recapitalization and/or repayment of its term loan by June 16, 2025 (the "Recapitalization Requirement").
In addition, the Company is required to provide budgets to the lender with variance analysis in excess of specified thresholds resulting in an event of default at the discretion of the lender. The amendment also prohibits the Company from paying dividends or distributions to its preferred stockholders and reduces the value assigned to its intellectual property under its borrowing base calculation.
The Company also was not in compliance with its financial covenant related to the borrowing base under the Credit Agreement at March 31, 2025. However, the non-compliance was cured by the payment of approximately $1.3 million under the Credit Agreement in April and May 2025.
The Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement at September 30, 2025. In addition, the Company was not in compliance with its borrowing base covenant under the Credit Agreement at April 30, 2025, May 31, 2025, June 30, 2025, July 31, 2025, and August 31, 2025. Further, the Company had not complied with the Recapitalization Requirement. 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. In connection with the Ninth Amendment, the Company agreed to increase its quarterly principal payment due on September 30, 2025 from the scheduled $0.7 million to $1.0 million and to change interest payments from being due quarterly to being due monthly beginning in August 2025.
As of October 31, 2025, the Company was in default of certain financial and non‑financial covenants under its credit facility with Whitehawk. Moreover, the Company’s loan from Whitehawk matures on December 31, 2025, and the Company does not anticipate it will have the resources to pay the loan at that time. The Company is actively engaged in discussions with Whitehawk to obtain an additional waiver and to amend the terms of the credit facility to address the existing defaults and provide additional flexibility under the loan agreement, including with respect to the upcoming maturity. While there can be no assurance that a waiver or amendment will be obtained, management believes that ongoing negotiations with the lender will be successful. There can be no assurance that the Lender will not declare an event of default and acceleration of all of our obligations under the Credit Agreement in the event we are unable to maintain full compliance with these covenants in the future.
On November 10, 2025, the Company made a principal payment of $1,000,000 on its outstanding loan balance. The Company continues to comply with all other payment obligations under the facility.
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Management continues to evaluate the potential impact of the existing covenant default on the Company’s liquidity and financial condition. If the Company is unable to obtain a waiver or otherwise cure the default, the lender could exercise its rights and remedies under the loan agreement, which may include acceleration of the outstanding debt.
Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past twenty one months, our current forecast projects that we may not be able to maintain compliance with this ratio. These conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued.
In view of this matter, continuation as a going concern is dependent upon our ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, the borrowing base covenant, or any other financial covenants, or refinance our Credit Agreement with a different lender on a basis with more favorable terms. As part of our ongoing efforts to strengthen our financial position, the Company has initiated plans to recapitalize its balance sheet and refinance our current Credit Agreement. This initiative is part of our broader strategy to improve financial flexibility, reduce our cost of capital, and position the Company for sustainable growth in the long term. We are actively working to refinance our debt with new lenders. While we have currently engaged financial advisors and are actively working to refinance our existing debt, we do not have written or executed agreements as of the issuance of this Form 10-Q. Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control. We have a good working relationship with our current lending partner, however, there can be no assurance that we will be successful in refinancing our debt, or on terms acceptable to us.
Because our Class A common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. On April 7, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it did not satisfy certain continued listing requirements for the Nasdaq Capital Market. The Company submitted a compliance plan within 45 days of the date of the notification with available options to resolve the deficiency and regain compliance. The Company’s compliance plan was accepted on June 20, 2025, and the Company was granted until October 6, 2025, to evidence compliance. On October 3, 2025, the Company announced that it believed that it had met the listing requirements. On October 8, 2025, Nasdaq informed the Company that it had determined that the Company complies with Nasdaq Listing Rules relating to minimum stockholders' equity, independent director, and audit committee requirements with which it previously did not comply. Nasdaq further noted that it will continue to monitor the Company's compliance with the minimum stockholders' equity and, if at the time of its next periodic report the Company does not comply, the Company may be subject to delisting.
Following a private placement offering in February 2025, which included the sale of warrants (the “2025 Common Warrants”) to purchase up to an aggregate of 1,323,000 shares of Class A Common Stock, our number of authorized but unissued shares of Class A common stock remaining under our articles of incorporation would not be sufficient to issue shares should all of the 2025 Common Warrants be exercised. On August 8, 2025, at the Company's annual meeting of shareholders, the Company’s shareholders approved an amendment to the Company's articles of incorporation to increase the number of authorized shares of Class A common stock from 3,750,000 to 25,000,000.
Financing
See Note 8 – Debt for a discussion of our existing debt financing arrangements.
Off Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations or liquidity and capital resources.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our condensed consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and
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in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in the notes to the unaudited condensed consolidated financial statements and in Note 1 in the Company’s 2024 Annual Report, which was filed with the SEC on March 28, 2025. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective, or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain:
1.Revenue Recognition
2.Intangible Assets
3.Stock-based Compensation Expense
4.Income Taxes
Recent Accounting Pronouncements
For information on accounting pronouncements that have impacted or are expected to materially impact our consolidated financial condition, results of operations or cash flows, see Note 1 to our unaudited condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
As a “smaller reporting company,” this item is not required.
Item 4. Controls and Procedures
(a)Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this report (“Evaluation Date”), pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective due to material weaknesses described in our 2024 Annual Report on Form 10-K, as filed with the SEC on March 28, 2025.
Notwithstanding the existence of these material weaknesses, we believe that the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present in accordance with the GAAP, in all material respects, our financial condition, results of operations and cash flows for the periods presented in this report.
Remediation Plans for Material Weaknesses in Internal Control Over Financial Reporting
The Company, under oversight by the Audit Committee of the Company’s Board of Directors, is in the process of remediating the above noted material weaknesses. The Company’s remediation plans include, among other things, the following:
•The Company has added and will continue to add finance and accounting personnel as required to the organization to strengthen our finance and accounting teams. The additional personnel are expected to provide oversight, structure, reporting lines, and additional review over the Company's disclosures.
•The Company will continue to develop new written accounting policies and procedures over accounting transaction processing and period end financial close and reporting.
•The Company has increased and will continue to increase training for all relevant personnel designed to uphold our internal controls standards.
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The identified material weaknesses will not be considered remediated until the remediation plans have been fully implemented, the applicable controls operate for a sufficient period of time, and the Company has concluded that newly implemented controls are operating effectively.
Limitations on Effectiveness of Controls.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.
a.Changes in internal controls over financial reporting.
Other than the remediation activities described above, there were no changes made in the internal controls over financial reporting for the quarter ended September 30, 2025 that have materially affected our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
While we are not currently involved in any material legal proceedings, from time-to-time we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. The Company’s management believes, based on current information, matters currently pending or threatened are not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.
ITEM 1A. RISK FACTORS
For information regarding other risk factors pertinent to the Company’s business please refer to Part I Item 1A of the Company’s 2024 Annual Report on Form 10-K, which was filed with the SEC on March 28, 2025 and is incorporated by reference herein, as further updated and supplemented by the risk factors set forth below.
We have a substantial amount of indebtedness maturing December 31, 2025. We do not anticipate being able to repay such indebtedness by such date.
We have a significant amount of indebtedness. As September 30, 2025, we owed $36.7 million to the lender under our credit agreement, all of which is secured. The loans mature on December 31, 2025. As of September 30, 2025, our cash and cash equivalents were approximately $11.8 million. We do not expect to be in a position to be able to repay the loans by December 31, 2025. While the Company is actively working to refinance its debt, there can be no assurance that these efforts will be successful prior to the maturity date, at which time all amounts under the credit agreement will become due. If the lender forecloses on the loan, it is unlikely that the Company will able to continued as a going concern, and the Company would be insolvent, and common stockholders could lose most or all of their investment.
Our substantial amount of indebtedness could have other important consequences. For example, it could:
•increase our vulnerability to adverse economic, industry or competitive developments;
•require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use cash flow to fund our operations, capital expenditures and future business opportunities;
•limit our ability to service our indebtedness; or
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•limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, or general corporate purposes.
The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations or prospects.
In addition, borrowings under the credit agreement bear interest at variable rates. If these rates were to increase significantly, the risk related to our substantial indebtedness would intensify. While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection for this risk.
We have not complied with certain covenants, including minimum liquidity and borrowing base requirements, under the credit agreement and, if the lender declared an event of default and accelerated the loans, this could cause us to be unable to continue to operate as a going concern.
As of September 30, 2025, we owed $36.7 million to the lender under our credit agreement. As previously disclosed, we have been unable to comply with certain covenants under our credit agreement with the lender. Although, to date, we have been successful in obtaining forbearance agreements with respect to these matters and avoid defaults under the agreement, there can be no assurance that the lender will not declare an event of default and accelerate all of our obligations under the credit agreement in the event that we are unable to get into full compliance with these covenants in the future.
Recently, the Company was not in compliance with the senior leverage ratio financial covenant under its credit agreement at June 30, 2024, September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025 and September 30, 2025. In addition, the Company was also not in compliance with its borrowing base covenant under the credit agreement at December 31, 2024, January 31, 2025, February 28, 2025, March, 31, 2025, April 30, 2025, May 31, 2025, June 30, 2025, July 31, 2025, August 31, 2025 or September 30, 2025.
On March 24, 2025, the Company entered into an eighth amendment to the credit agreement with the collateral agent and lender 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. The bridge loan, including the related fee, was due and payable in full on August 31, 2025. In conjunction with obtaining the waiver, the Company also was required to comply with the following covenants:
•Initiate recapitalization efforts and/or other financing arrangements with target completion milestones starting on March 21, 2025 through an expected completion of the recapitalization and/or repayment of the debt by June 16, 2025. Not meeting these dates was an event of default under the credit facility. The Company did not meet this requirement.
•Provide budgets to the lender with variances in excess of specified thresholds resulting in an event of default at the discretion of the lender. The Company is also required to meet with a financial advisor, as designated by the lender, if requested.
In addition, the eighth amendment prohibited the Company from paying dividends or distributions to the preferred stockholders and reduced the borrowing base calculations by reducing the value assigned to its intellectual property to $11.2 million.
As noted above, the Company was not in compliance with its financial covenant related to the borrowing base under the credit agreement at March 31, 2025. However, the noncompliance was cured by the payment of approximately $1.3 million under the credit agreement in April and May 2025. The Company applied these payments to the bridge loan and related fee, leaving a balance due on August 29, 2025 of $1.4 million, which the Company paid by the due date.
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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 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 set forth in the eighth amendment. 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.
Although prior defaults have been waived or cured as set forth above, the Company’s noncompliance with the borrowing base covenant at August 31, 2025 and September 30, 2025 and the Senior Leverage Ratio at September 30, 2025 remain open, as well as noncompliance with certain non-financial covenants.
Because of the significant decreases in the required senior leverage ratio that have occurred within the past 18 months, our current forecast projects that we may not be able to maintain compliance with this ratio. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
In view of these matters, continuation as a going concern is dependent upon our ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the credit agreement for any future non-compliance with the senior leverage ratio, borrowing base requirements or any other covenants or requirements under the credit agreement, or refinance our credit agreement with a different lender. Furthermore, in the event the lender refuses to grant waivers to avoid a future default, the lender might accelerate our obligations under the credit agreement. In order to satisfy such obligations, we would similarly have to refinance our obligations or seek additional capital, which we might not be able to do on acceptable terms or on a timely basis, or at all. Our ability to refinance our existing debt is based upon credit markets and economic forces that are outside of our control. There can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, or on a timely basis, or at all. Furthermore, if we were attempting to refinance our obligations or raise capital in response to an imminent or declared acceleration and default, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital. In the event we fail in any of the efforts described in the preceding sentences, our business may materially suffer or even cease operations.
We may not be able to maintain a listing of our Class A common stock on Nasdaq.
Because our Class A common stock is listed on the Nasdaq Capital Market, we must meet certain financial and liquidity criteria to maintain such listing. From time to time, the Company has been out of compliance with Nasdaq’s listing standards.
On April 7, 2025, the Company received a letter from Nasdaq notifying the company that it did not satisfy the continued listing requirements under Nasdaq Listing Rule 5550(b), specifically the requirements that listed companies maintain stockholders’ equity of at least $2.5 million. The Company subsequently submitted a compliance plan to Nasdaq and took steps to remedy the noncompliance, which resulted in Nasdaq confirming on October 8, 2025 that the Company was in compliance with the stockholders’ equity rule. Nasdaq however indicated that it will continue to monitor the Company’s compliance with the minimum stockholders’ equity requirements and, if at the time of its next periodic report the Company does not comply, the Company may be subject to delisting.
The Company also previously reported, due to director resignations, noncompliance with Nasdaq Rule 5605(c)(2)(A), which requires, among other things, that audit committees have at least three members, of which at least one member have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication. The resignations also resulted in the Company not being in compliance with Nasdaq Rule 5605(b)(1), which requires that a majority of the board of directors must be comprised of independent directors as defined in Nasdaq listing standards. The Company was subsequently able to regain compliance with these requirements through election of new directors, as confirmed by Nasdaq on October 8, 2025.
In addition, the Company has previously not been compliant with Nasdaq Listing Rule 5550(a)(2), which requires that listed companies maintain a minimum closing bid price. The Company resolved that issue with a reverse stock split of
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its authorized, issued and outstanding shares of Class A common stock, at a ratio of 1-for-5 which became effective on February 14, 2025.
While the Company has resolved prior instances of Nasdaq listing noncompliance, and the Company believes, as of the date hereof, that it is in compliance with Nasdaq’s listing standards, the Company’s history of noncompliance could suggest that further incidents of noncompliance could occur in the future. In particular, Nasdaq has informed the Company that it will review this Quarterly Report on Form 10-Q for compliance with the stockholders’ equity standard.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASE OF EQUITY SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted terminated
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ITEM 6. EXHIBITS
The following exhibits are filed or furnished with this report:
| Exhibit No. | Description of Exhibit | |||||||
| 9.0 | ||||||||
| 10.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS | Inline XBRL Instance Document | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
*Filed herewith.
**Furnished herewith.
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BOXLIGHT CORPORATION | ||||||||
November 14, 2025 | By: | /s/ Dale Strang | ||||||
| Dale Strang | ||||||||
| Chief Executive Officer | ||||||||
November 14, 2025 | By: | /s/ Ryan Zeek | ||||||
| Ryan Zeek | ||||||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
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BOXLIGHT CORPORATION
Amended and Restated Inventory Finance Agreement
November 3, 2025
THIS AMENDED AND RESTATED INVENTORY FINANCE AGREEMENT (“Agreement”) is being entered into this 3rd day of November 2025 (the “Effective Date”) by and between BOXLIGHT CORPORATION, a corporation organized and existing under the laws of the State of Nevada (the “Company”), and J.J. ASTOR & CO., a corporation organized and existing under the laws of the State of Utah, or permitted assigns (the “Inventory Purchaser”). The Company and the Inventory Purchaser are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, this Agreement amends and restates and supersedes in its entirety the Inventory Finance Agreement between the parties dated May 27, 2025 (“Prior Agreement”); and
WHEREAS, the Company desires to obtain inventory financing (the “Inventory Financing”) up to a maximum of Nine Million Dollars ($9,000,000), of which Five Million Five Hundred Forty Eight Dollars and Nine Cents ($5,548,855.09) has been advanced as of this Agreement, the proceeds of which shall be used solely to enable the Company to finance the purchase of Interactive Flat Panels and related peripherals finished goods inventory (hereinafter referred to as the “Products”) from SHIYUAN(HK) Ltd., the Company’s primary contract manufacturer and supplier of the Products (the “Supplier”); and
WHEREAS, the Inventory Purchaser is willing to provide such Inventory Financing upon the terms and subject to the conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and agreements of the Parties set forth herein, it is hereby agreed as follows.
TERMS OF AGREEMENT
1.0 Definitions. Unless otherwise defined in the body of this Agreement, the following terms shall have the meanings defined below.
1.1“Inventory Financing” shall have the meaning as that term is defined in the Recitals.
1.2“Company Customer” shall mean any Person or Persons who (a) purchases the Products from the Company pursuant to the terms of any
purchase order, whether or not furnished to the Inventory Purchaser, and (b) pays the purchase price for such Products to the Company.
1.3“Company Payment Date” shall have the meaning as that term is defined in Section 3.2(a)
1.4“Company Payment Obligation” in the event that either (a) the Company shall purchase the Products from the Inventory Purchaser and take title to such Products on or before the Repurchase Date or (b) if such Products have been sold and delivered by the Inventory Purchaser to a Company Customer, in either event shall mean the Company’s obligation to pay the Inventory Purchaser an amount that shall be equal to $1.0535 for each eighty cents ($0.80) advanced by the Inventory Purchaser in respect of such Inventory Purchase Amount, plus any Default Amount in the event of any late payments.
1.5“Conversion Price” shall have the meaning set forth in Section 4.01 below.
1.6“Default Amount” shall mean upon the occurrence and continuation beyond of any default in the Inventory Purchaser being Paid in Full for any or all of the Company Payment Obligations, the then amounts owed under all such Company Payment Obligations shall be increased to 110% of such the aggregate amounts owed thereunder and shall accrue interest thereon at the rate of 19% per annum, compounded daily.
1.7“Deposit” unless otherwise agreed to by the Parties, shall mean twenty percent (20%) of the applicable purchase price for the applicable Products set forth in each Purchase Order and Invoice.
1.8“Early Termination Date” shall mean the date that the Inventory Purchaser elects to terminate this Agreement prior to the expiration of its Term by reason of the occurrence and continuation of an Event of Default, including a default in the payment of any of the outstanding Inventory Purchase Amounts.
1.9“Inventory Purchase Amount” shall mean each of the amounts funded by the Inventory Purchaser to the Supplier to represent the balance of the purchase price for the Products set forth in the applicable Purchase Order and Invoice, after payment of the Deposit by the Company.
1.10“Monitoring Fee” shall mean $5,000 per month payable by the Company to the Inventory Purchaser to cover anticipated costs to be incurred by Inventory Purchaser in monitoring the transactions covered by this Agreement.
1.11“Inventory Purchase Amount(s)” shall mean the dollar amounts to be paid from time to time during the Term of this Agreement by the Inventory Purchaser to the Supplier following each occasion that (a) the Company shall enter into a Purchase Order and Invoice with the Supplier for the purchase of Products from the Supplier and pay the Deposit for such Products set forth in the applicable Purchase Order and Invoice, and (b) the Inventory Purchaser shall subsequently elect to pay to the Supplier the balance of the purchase price of the applicable Products set forth in the applicable Purchase Order and Invoice representing payment in full for such Products and take title to such Products.
1.12“Origination Fee” shall mean the sum of $10,000 payable by the Company to the Inventory Purchaser on the date of this Agreement. The Company previously paid an Origination Fee of $60,000.
1.13“Outstanding Balances” shall mean any point in time the sum of (i) all of the outstanding amounts funded by the Inventory Purchaser to the Company or to the Supplier plus (ii) the total outstanding Company Payment Obligations.
1.14“Paid in Full” means with respect to each of the Inventory Purchase Amounts the payment in full of the applicable Company Payment Obligation associated with such Inventory Purchase Amount, together with all Monitoring Fees and other outstanding costs and expense incurred by Inventory Purchaser referred to in Section 2.04.
1.15“Products” shall have the meaning as that term is defined in the Recitals.
1.16“Supplier” shall have the meaning as that term is defined in the Recitals.
1.17“Supply Agreement” shall mean the agreement between the Company and the Supplier in the form of Exhibit A annexed hereto, as the same may be amended or restated from time to time with the prior written consent of the Inventory Purchaser.
1.18“Supplier Acknowledgement” means, on each occasion that the Company makes an Advance Request, it shall provide the Inventory Purchaser, in addition to the applicable Purchase Order and Invoice, a written statement from the Supplier acknowledging that title and ownership of the Products subject to such Purchase Order and Invoice shall be vested solely Purchase Order and Invoice.
1.19“Term” shall mean the term of this Agreement which shall be one (1) year from the Effective Date, unless such term shall be extended by mutual agreement of the Parties or earlier terminated by the Inventory Purchaser; provided however that all Inventory Purchase Amounts, default
interest if applicable, and other fees payable to the Inventory Purchaser shall have been Paid in Full on the expiration of the Term or thereafter or in connection with any early termination of the Term requested by the Company.
1.20“Transaction Documents” mean the collective reference to this Agreement, and all resolutions and other exhibits to this Agreement, including the Supply Agreement (Exhibit A), the form of the Advance Request (Exhibit B) and the Supplier Acknowledgement.
1.21“Unused Inventory Advance Amount Fee” shall mean 5.50% of the amount by which the aggregate Inventory Purchase Amount at the expiration of the Term or the Early Termination Date (as applicable) shall be less than the $6,000,000 maximum Inventory Financing; which Unused Inventory Advance Amount Fee shall be paid monthly within 7 days after the end of each month, pro-rated based on the daily unused balance of the total Inventory Financing.
2.0 Mutual Agreements of the Parties.
2.1 Requests for and Disbursement of Advances.
On each occasion during the Term of this Agreement that the Company shall request a cash payment by the Inventory Purchaser to the Supplier for the applicable Inventory Purchase Amount (each an “Advance”), the Company shall (a) deliver to the Inventory Purchaser a request in the form and content attached hereto as Exhibit B (the “Advance Request”), and (b) a copy of the Purchase Order and Invoice together with evidence reasonably satisfactory to the Inventory Purchaser that the Company has paid the 20% deposit for the Products described in such Purchase Order and Invoice and (c) the Supplier Acknowledgement in form and content acceptable to the Inventory Purchaser. If Inventory Purchaser, in its discretion, elects to make the Inventory Purchase Amount, then, subject to the terms of this Agreement, the Inventory Purchaser shall promptly schedule a wire transfer of immediately available funds, representing the Inventory Purchase Amount of the applicable Invoice and Purchase Order to the Supplier for the remaining 80% balance of the purchase price for the Products set forth in the Purchase Order and Invoice.
2.2 Alternate Suppliers. In the event that for any reason the Company wishes to engage vendors for the Products other than the Supplier named herein (an “Alternate Supplier”) and requests the Inventory Purchaser to provide an Inventory Purchase Amount to such Alternate Supplier under this Agreement, such Alternate Supplier shall be subject to the prior written approval of the Inventory Purchaser and it is hereby authorized to communicate with and get information from such Alternate Supplier.
2.3 Maximum Inventory Purchase Amount The aggregate Inventory Purchase Amounts shall at no time exceed the amount of Nine Million Dollars ($9,000,000), unless otherwise approved in advance by the Inventory Purchaser.
2.4 Inventory Purchaser Fees. The Company will reimburse the Inventory Purchaser for all wire fees, third-party and other expenses incurred in connection with the Agreement, including bank related fees. In addition, and subject to its receipt of wire instructions, simultaneous with the execution and delivery of this Agreement, the Company shall pay to Inventory Purchaser counsel to the Inventory Purchaser, the sum of $12,000 to reimburse the Inventory Purchaser for the fees and disbursements of its legal counsel. In addition, the Company will reimburse the Inventory Purchaser for its outstanding costs and expenses related to shipment, storage, and transportation of the Products, insurance, and all other related expenses. Purchaser will invoice the Company monthly for any payments not paid directly by the Company and Company will make payment within 7 days of receipt of the invoice.
2.5 Conditions to Funding Inventory Purchase Amount. In addition to the other conditions set forth in this Section 2.0, the Inventory Purchaser’s commitment to provide any one or more Inventory Purchase Amount pursuant to this Agreement shall include the receipt of evidence from the Company contemporaneous with each Advance Request and in form and content satisfactory to the Inventory Purchaser that the Company has received commitments for future purchase orders for the Products from applicable Company Customers that are being financed and paid for by the Inventory Purchaser from the applicable Inventory Purchase Amount.
3.0 Covenants and Agreements.
3.1 Title to and Delivery of Products.
(a)The Inventory Purchaser shall receive and retain title to the Products purchased by the Inventory Purchaser and paid for from each Advance of an Inventory Purchase Amount. Notwithstanding anything to the contrary, express or implied contained in this Agreement, the Inventory Purchaser shall be under no obligation to pay any applicable Inventory Purchase Amount to any vendor including the Supplier or any Alternate Supplier, unless and until the Inventory Purchaser has received full ownership title and interest in and to the applicable Product that is subject to such Inventory Purchase Amount and is being purchased by the Inventory Purchaser with the proceeds of such Inventory Purchase Amount. In such connection, the Inventory
Purchaser acknowledges that the Company will not own title to the applicable Products unless and until the full purchase price for such Products owed under the applicable Purchaser and Invoice has been paid.
(b)All such Products shall be delivered by the Supplier or other acceptable vendor to CTE, a third-party logistics company designated by the Company to a warehouse location in the State of Washington that is acceptable to the Inventory Purchaser (the “Inventory Warehouse”) or directly to customer as specified by the Disbursement Agent and approved by the Purchaser.
3.2 Company Payment Obligations; Sales of Products; Default Amounts.
(a)All Company Payment Obligations in respect of each Inventory Purchase Amount paid by the Inventory Purchaser must be paid by the Company by a date which shall be not later than ninety (90) days from the date that the Inventory Purchaser funds each Inventory Purchase Amount to the Supplier (each a “Company Payment Date”).
(b) In the event that the applicable Company Payment Obligations covering the applicable Inventory Purchase Amount has been Paid in Full, the Inventory Purchaser shall notify and cause CTE or other disbursing agent to deliver to a location designated by the Company or on behalf of its Company Customer the applicable Products referred to in the Purchase Order and Invoice. Upon receipt of such Paid in Full, the security interest granted hereunder shall automatically terminate with respect the Collateral securing repayment of such Company Payment Obligations.
(c) In the event and to the extent that any Company Payment Obligations shall not be Paid in Full on the applicable Company Payment Date, then and in such event:
(i) the Inventory Purchaser may demand immediate payment from the Company and by written notice to the Company accelerate the Company Payment Obligations (the “Acceleration Notice”) accelerate all of the then outstanding Company Payment Obligations, and may thereafter commence suit in any State or Federal court of competent jurisdiction in the State of Utah and enforced in any court of comparable jurisdiction in the State of Georgia;
(ii) all Products then in the Inventory Warehouse shall be retained therein and not transferred or assigned by CTE, the Company or any other individual, corporation, limited liability company or partnership (each a “Person”) without the prior written consent and approval of the Inventory Purchaser; and
(iii) unless the Company shall have Paid in Full all outstanding Company Payment Obligations by a date which shall be not later than 90 days following the Company’s receipt of the Acceleration Notice, the Inventory Purchaser may elect to sell the Collateral to any Person at any public or private sale (a “Collateral Sale”) and the Company shall be liable to the Inventory Purchaser for any difference between
(x) the sum of (A) the then aggregate amounts owed by the Company under all of the Company Payment Obligations as increased to the Default Amounts, (B) the applicable Unused Inventory Advance Amount Fee (if any), which shall become due and payable, and (C) all of the Inventory Purchaser’s additional costs and expenses incurred following the failure by the Company to pay all of such Company Payment Obligations as increased to the Default Amounts, including legal fees, and
(y) the amounts, if any, paid to the Inventory Purchaser in connection with such by the Company (the “Deficiency Amount”) to effect a Paid in Full of all such Inventory Purchase Amounts and Unused Inventory Advance Amount Fee, the monitoring fee and reimbursement of the Inventory Purchaser’s costs and expenses.
The Company agrees that 10 days prior written notice by Inventory Purchaser of the time and place of any proposed public or private Collateral Sale is adequate notice under the UCC and applicable Georgia law, and acknowledges that the Company may bid in at any Collateral Sale at a cash price that is greater than offered to the Inventory Purchaser by a third Person.
(iv) To the extent that the Inventory Purchaser shall, after its receipt or reimbursement of any Deficiency Amount have been Paid in Full of all Company Payment Obligations (including the Default Amount) and the Unused Inventory Advance Amount Fee, the monitoring fee and reimbursement of the Inventory Purchaser’s costs and expenses, the, Inventory Purchaser shall pay such excess amount (if any) to the Company, if any.
(v) For the avoidance of doubt, if any of the provisions of this Section 3.2(c) shall become applicable, the Inventory Purchaser shall be under no legal obligation to pay the Company for any Deposit previously paid.
4.0 Conversion of Outstanding Balances into Common Stock.
(a)At any time and after the Effective Date, the Inventory Purchaser may, at its sole discretion, elect at any time or from time to time convert all or any portion of the Outstanding Balances of the Company Payment Obligations into shares of voting common stock of the Company, par value $0.001 per share (the “Common Stock”), on the terms and conditions set forth in this Section 4.0.
(b)The number of shares of Common Stock issuable to the Inventory Purchaser upon any one or more conversion of Outstanding Balances are referred to herein as the “Conversion Shares.” The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses for legal opinions and those charged by the Transfer Agent of the Company that may be payable with respect to the issuance and delivery of Conversion Shares upon conversion of any Outstanding Balance of Company Payment Obligations.
(c)Conversion Rate. The number of Conversion Shares issuable upon conversion of any Company Payment Obligations pursuant to Section 4.01(a) shall be determined by dividing (x) such Company Payment Obligations by (y) the Conversion Price (the “Conversion Rate”).
(d)Conversion Price. The term “conversion price means 90% of the lowest volume weighted average closing price (“VWAP”) of the Company Common Stock during the twenty (20) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Measuring Period”). All such determinations to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Measuring Period.
(e)Registration Statement. In the event of default, and upon request of the Inventory Purchaser, within 90 days of such request, the Company shall (1) file with the SEC a registration statement on Form S-3 or Form S-1, as applicable to register for potential resale all Conversion Shares that could be issued to the Inventory Purchaser based on the maximum amount of the Company Payment Obligations applicable to the then Outstanding Balances and (2) call and hold a meeting of the Company’s stockholders, in accordance with applicable law and Nasdaq Listing Rule 5635(d), to seek and obtain stockholder approval for the issuance of shares of Common Stock in excess of nineteen and ninety-nine hundredths percent (19.99%) of the Company’s
outstanding Common Stock. The Company shall use its reasonable best efforts to prepare and distribute all proxy materials and to obtain such stockholder approval as promptly as practicable, and in any event within ninety (90) days after the date of the Inventory Purchaser’s request.
(f)Notwithstanding anything to the contrary contained herein or in any related document, at no time shall the Inventory Purchaser be entitled to acquire, through conversion, exercise, or otherwise, shares of the Company’s Common Stock to the extent that, after giving effect to such acquisition, the Inventory Purchaser (together with its affiliates and any other persons whose beneficial ownership would be aggregated for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) would beneficially own more
than 9.99% of the outstanding shares of the Company’s Common Stock. Any purported issuance or conversion in violation of this provision shall be void ab initio to the extent of such excess. The limitation set forth in this Section shall automatically adjust to maintain compliance with applicable securities laws but shall not be waived or modified without the prior written consent of the Company.
(g)Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue any shares of Common Stock upon conversion of any portion of the Outstanding Balance, if such issuance, when aggregated with all other issuances of Common Stock made pursuant to this Agreement or any related agreements, would equal or exceed 19.99% of the number of shares of Common Stock outstanding immediately prior to the Closing Date, unless and until the Company has obtained stockholder approval for such issuance in accordance with the requirements of Nasdaq Listing Rule 5635(d).
5.0 Notices. Any notice contemplated under this “Agreement”, or any related document must be in writing and addressed to the party to be notified at the party’s address set forth below or at such other address as the party may designate from time to time by written notice. A notice shall be deemed to have been validly served, given and delivered:
(a)the next business day after such notice was delivered to a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement, satisfactory with such carrier, made for the payment of such fees, or
(b)upon receipt during the recipient’s normal business hours of notice given by electronic mail, registered mail, or personal delivery (including overnight courier):
If to the Company: Boxlight Corporation
2750 Premiere Pkwy
Suite 900
Duluth, GA 30097
With a copy (which shall not constitute notice) to:
Henry Nance, Disbursement Agent 2750 Premiere Pkwy, Suite 900
Duluth, GA 30097
If to the
Inventory Purchaser:
With copies to:
J.J. Astor & Co.
26 S Rio Grande St #2072 Salt Lake City, UT 84101 Attn: Michael Pope, CEO
Barton LLP
711 Third Avenue, 14th floor New York, NY 10017
Attn: Stephen A. Weiss, Esq.
-and
Henry Nance, Disbursement Agent 2750 Premiere Pkwy,
Suite 900
Duluth, GA 30097
6.0 Miscellaneous
6.1 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6.2 Entire Agreement.
This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements with respect to the subject matter hereof and thereof.
6.3 Severability.
The invalidity or unenforceability of any provision in this Agreement shall not affect the validity or enforceability of any other provision.
6.4 Appointment of Disbursement Agent.
Inventory Purchaser will appoint its Disbursement Agent and will coordinate with Henry Nance, President of the Company in connection with Advance Requests from the Company, coordinate Advances from the Inventory Purchaser, and to coordinate payments to the Inventory Purchaser. Hank Nance shall have no responsibilities other than set forth in this Agreement and shall have no liability to the Inventory Purchaser. The Company and Inventory Purchaser acknowledge that Hank Nance is acting only as accommodation to, and at the request of, the Company and Inventory Purchaser, and is not receiving compensation for providing this service. Disbursement Agent appointed by the Inventory Purchaser may resign upon 45 days written notice to the Company and the Inventory Purchaser.
6.5 Waiver of Conflicts and Informed Written Consent. Each of the Parties has executed and delivered to Barton LLP a waiver of conflicts and informed written consent letter dated May 15, 2025 (the “Conflicts Waiver Letter”) which is incorporated herein by this reference.
6.6 Supply Agreement
The Company and the Supplier have entered into a Supply Agreement in the form of Exhibit A annexed hereto. The Company hereby agrees to indemnify, defend and hold harmless the Inventory Purchaser and all shareholders, officers, employees, directors and representatives of the Inventory Purchaser (the “Indemnified Parties”) from and against any obligations, liabilities, costs or expenses (collectively, “Losses”) incurred by either party to such Supply
Agreement, including without limitation, product performance, trademark and patent infringement, quality, and agreed and stated payment terms provided for therein.
6.7 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Utah, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the federal and state courts sitting in the County of Salt Lake in Salt Lake City, Utah (the “Utah Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Utah Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, Action or Proceeding, any claim that it is not personally subject to the jurisdiction of such Utah Courts, or such Utah Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Transaction Documents or the transactions contemplated hereby. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such Action or Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such Action or Proceeding.
6.8 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Notes.
6.9 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format datafile, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.
6.10 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
6.11 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever the Inventory Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then the Inventory Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.
6.12 Replacement of the Inventory Purchase Amounts. If any certificate or instrument evidencing the Inventory Purchase Amounts is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement the Notes.
6.13 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Inventory Purchaser and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
6.14 Payment Set Aside. To the extent that the Company makes a payment or payments to the Inventory Purchaser pursuant to any Transaction Document or the Inventory Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
6.15 Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.
6.17 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
6.18 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
Signature page follows
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
COMPANY:
BOXLIGHT CORPORATION
By: 
Dale Strang
Chief Executive Officer
By: 
Henry Nance (Nov 8, 2025 21:15:19 EST)
Henry F Nance
Chief Operating Officer
By: 
Ryan Zeek
Chief Financial Officer
INVENTORY PURCHASER:
J.J. ASTOR & CO.
Michael Pope Michael Pope (Nov 7, 2025 22:45:56 EST)
Michael Pope
Chief Executive Officer
15
EXHIBIT B: FORM OF ADVANCE REQUEST
See attached
16
EXHIBIT D: FORM OF SUPPLY AGREEMENT
See attached
17
EXHIBIT A: SUPPLY AGREEMENT
Sales and Purchases Agreement
This Agreement is made and entered into as of【2025-4-29】by and between
1.【Boxlight Corporation】, a company duly organized and existing under law of【 Nevada, United States 】, having its principal place of business at【2750 Premiere Pkwy, Suite 900, Duluth, Georgia】 (hereinafter referred to as “BUYER”); and
2.【SHIYUAN(HK) Ltd】, a company duly organized and existing under law of [Hong Kong], having its principal place of business at [Unit C, 22/F., Kings Tower,111 King Lam Street, Cheung Sha Wan, Kowloon, Hong Kong] (hereinafter referred to as “SHIYUAN”); Each of the parties hereto shall be referred to as a “Party” and collectively the “Parties”. WHEREAS:
The Parties agrees that BUYER purchases 【Interactive Flat Panel and related peripherals
】 (hereinafter referred to as “Products”) SHIYUAN, a supplier designated by BUYER. THEREFORE, The Parties hereby agree as follows:
Article 1 Method of Cooperation
1.1 The Parties agree that BUYER purchases goods from SHIYUAN and SHIYUAN sells such goods to BUYER, SHIYUAN delivers the goods to BUYER directly and SHIYUAN shall supply BUYER with such goods (hereinafter referred to as “goods” or “products”) in reasonably good quality, which pass inspection as confirmed by BUYER and SHIYUAN.
1.2 The Parties agree that for convenience, except for this “Sales and Purchases Agreement between the Three Parties” (hereinafter referred to as this “Agreement”) signed by all the three Parties all the delivery notices, copies of any other transaction documents, including without limitation purchase orders and, dispatch notices, shall have the same legal effect as their originals, as long as such copies signed by the signing Party and scanned to the receiving Party as electronic files. All the documents exchanged between the Parties, including e-mails and, documents confirmed by the Parties, are effective legal evidence of the transactions between the Parties and each Party shall be responsible for obligations arising from them.
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Article 2 Designated Purchases
2.1Technical requirements shall be agreed between BUYER and SHIYUAN, these technical requirements are based on the checked Specification further signed between
BUYER and SHIYUAN. After the technical requirements are confirmed and signed, if there is a new requirement and change of the orders from BUYER out of the signed list, SHIYUAN keeps the right to decide whether to support or refuse. SHIYUAN shall guarantee that all the goods which are sold to the “BUYER” shall conform to technical requirements agreed in writing between BUYER and SHIYUAN.
2.2With respect to the standards and applicable certification confirmed by BUYER and SHIYUAN, SHIYUAN will provide copies of such certificates, to certify that the products conform to the standards proposed by BUYER in writing and confirmed by SHIYUAN. BUYER shall be responsible for ensuring the products including the packaging and LOGOs satisfy the laws, regulations and compulsory certification requirements at the places where the products are to be sold.
2.3[ SHIYUAN ] shall receive purchase orders from BUYER and confirm name of goods, specification model, quantity, unit price, origin of goods, packaging, etc. The delivery date shall be agreed and confirmed in writing by SHIYUAN and BUYER.
2.4[COMPANY] and SHIYUAN will enter into purchase agreements (hereinafter referred to as “Pro-forma Invoice”) for goods designated by BUYER in accordance with relevant purchase orders issued by the procurement of BUYER. Description of goods, quality and technical requirements determined in the purchase orders between BUYER and [SHIYUAN] shall be all clearly stipulated in the purchase order between [BUYER ] and SHIYUAN, and Pro-forma Invoice” between [COMPANY] and SHIYUAN shall prevail - over the purchase orders between [SHIYUAN] and BUYER, and delivery date and transfer of risk shall be dealt with in accordance with Article 6 hereof.
Article 3 Obligation and Responsibility of BUYER
3.1 Purchase orders issued by BUYER to [SHIYUAN] should include, without limitation, the name of goods, description, quantity, unit price, payment terms, 20% down and 80% before loading.
3.2 [COMPANY] shall timely make payment in accordance with “Sales and Purchases Agreement” and the purchase orders between BUYER and [ SHIYUAN]. If the COMPANY delays the balance payment for the BUYER purchase order, then [SHIYUAN] has the right to refuse to pay for the deposit of the next coming order and BUYER bears all fees and responsibility caused by delay. If needed by [COMPANY], SHIYUAN may help [COMPANY] to suspend the performance of orders under this Agreement until BUYER settles the balance payment according to [ COMPANY ]’s
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instructions; SHIYUAN’s such suspension shall not be deemed as a breach. If the payment delay of BUYER happens five times without justified reasons, [COMPANY & SHIYUAN ] have the right to request to change the payment terms, deposit ratio, and even end the cooperation and therefore all liabilities shall be solely borne by BUYER.
3.3 BUYER shall make the inspection only based on the checked Specification agreed by BUYER and SHIYUAN in advance.
3.4 Once the goods are ready for shipment, SHIYUAN will notify BUYER by email. Should the goods pass the inspection conducted by BUYER or a third party designated by BUYER, an email confirmation will be sent to SHIYUAN and [ COMPANY ] by BUYER or a third party designated by BUYER. Such an inspection conclusion will be unconditionally accepted by [ COMPANY ]. If BUYER fails to conduct the inspection or fails to send the email within 【three】 days of SHIYUAN’s notice, provided that the reminder has been sent by SHIYUAN, the goods will be deemed as having passed inspection and SHIYUAN will send inspection report to BUYER and [COMPANY ] for filing. [ COMPANY ] shall make full payment for the goods within 【three】 days from the date when BUYER sends the email confirmation or SHIYUAN sends the inspection report, and in any event at least 【 three 】 working days before the shipment of the products. Once the products have passed inspection and are shipped, BUYER shall neither refuse to take delivery based on the grounds that they are not acceptable, nor refuse to delay making payment to [ COMPANY ] based on the grounds that they are not acceptable.
3.5 BUYER is solely responsible for ensuring that the Products meet acceptable market regulatory and legal requirements, including but not limited to the marking and labeling requirements and intellectual property right lawfulness requirements for the trade dress, software and software systems of the Products, for the countries in which the Products will be ultimately sold.
Article 4 Obligation and Responsibility of SHIYUAN
4.1 All the goods supplied by SHIYUAN shall conform to technical requirements agreed between SHIYUAN and BUYER.
4.2 SHIYUAN shall deliver goods in accordance with time, place, name of goods, quality standard agreed between SHIYUAN and [ BUYER ] and described in purchase order or Pro-Forma Invoice provided to COMPANY.
4.3 SHIYUAN agrees to provide BUYER with certain percent credit, as shall be separately agreed for each Product between SHIYUAN and BUYER, of spare part credit of the total price of the Products purchased under the present Agreement. BUYER can use this credit to purchase the necessary available products, components and/or spare parts for
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swap, exchange or repair and proper servicing of each unit of the Product covered by warranty directly from SHIYUAN using this credit.
4.4 Any liability caused by quality problem of products, intellectual property, delivery delay caused by SHIYUAN (including damages paid to BUYER and direct losses suffered as a result thereof), if confirmed both by SHIYUAN and BUYER to have been caused by SHIYUAN, will be borne by SHIYUAN, if caused by COMPANY or any third party, losses suffered will be borne by the party that is liable. If BUYER does not make claim for quality problems of products, intellectual property defects, or delivery delay caused by SHIYUAN or SHIYUAN has compensated BUYER for aforesaid causes, COMPANY shall unconditionally waive its rights against SHIYUAN for making claims for the aforesaid causes.
Article 5 Obligation and Responsibility of COMPANY
5.1 COMPANY shall arrange for wire transfer of deposit within 【three】 working days from SHIYUAN receiving purchase orders from BUYER. BUYER will coordinate with BUYER to coordinate timely delivery of goods, cooperate with BUYER and SHIYUAN to solve disputes between Parties which may occur during the performance of obligations.
5.2 COMPANY shall arrange a 【twenty】 percent of the purchase price of the Products
as deposit to SHIYUAN within 【three】 working days of receiving the purchase order from BUYER; and pay the balance within 【three】 days after BUYER sends the confirmation email, or SHIYUAN sends the inspection report, and in any event at least 【 one working day before the shipment of the products. Unless with justified cause that is recognized by SHIYUAN in written form, if COMPANY fails to make timely payment as agreed herein, SHIYUAN has the right to demand COMPANY to pay breach penalty at 【 0.05%】 per day for the unpaid amount. Should such breach not be rectified within 【one month】, SHIYUAN shall have the right to terminate this Agreement and take all payment and products (dispose of the products at SHIYUAN’s sole discretion), in addition to demanding COMPANY to pay damages for all breach penalties, fine and cost caused to SHIYUAN. COMPANY shall be solely liable for delayed delivery to BUYER or any other breach and shall pay damages to BUYER if losses are suffered by BUYER for such breach.
5.3 If, after COMPANY pays off all the goods, BUYER fails to pay the balance of the goods in time or refuses to collect the goods or there is any reason that COMPAY fails to collect the balance of the goods, SHIYUAN and COMPANY will not refund any payment received. In case of any loss suffered by COMPANY due to such delay, including COMPANY late fee etc. COMPANY shall have the right to claim from BUYER or refuse to refund deposit and dispose of the goods as agreed between
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COMPANY and BUYER. If COMPANY needs SHIYUAN to assist with claims or resale, SHIYUAN may assist.
5.4 Should [COMPANY] receive any information change, problem feedback or dispute from BUYER (including but not limited to product information change, delivery information change, product inspection result, product quality feedback, litigation claims etc.), it shall notify SHIYUAN in writing within one (1) working day, and shall not deal with or settle the same or delay notice to SHIYUAN without SHIYUAN’s written consent, otherwise [ COMPANY] shall be responsible for all losses so caused to SHIYUAN.
Article 6 Delivery, Acceptance, and Risk of loss for Goods
6.1 The Parties shall negotiate and confirm the specifications, price, quality, quantity, delivery time etc. of designated goods. And the product information that stated in the purchase and sale contract or the order of SHIYUAN and [BUYER] shall prevail.
6.2 Delivery term between SHIYUAN and [BUYER] shall be FOB GUANGZHOU/SHENZHEN/VIETNAM; If BUYER requests the delivery term should be EXW, then BUYER should afford the local charge from factory to port of loading.
6.3 Once the full payment is made by [ COMPANY ], the title to the products together with all risks will pass to [ BUYER ]. Following the receipt of full payment, SHIYUAN will send the products to a port designated by PI, then [ BUYER ] will load and ship the goods as instructed by BUYER.
6.4 The acceptance of the goods shall be made in strict accordance with Article 3.5. The shipment quantity required by BUYER should exceed the minimum quantity confirmed by SHIYUAN, otherwise BUYER shall pay for the extra charges to the actual carrier.
6.5 In case of change of purchase order, BUYER shall immediately send notice to SHIYUAN and [ COMPANY ] in connection with such change and the Parties shall discuss and solve such issue. The purchase order may not be changed or cancelled without SHIYUAN’s prior written consent.
Article 7 Payment for Goods and Settlement of Accounts
7.1 Payment by [ COMPANY ] to SHIYUAN shall be made in strict accordance with Article 5.2.
7.2 Payment term between BUYER and [ COMPANY ] shall be FOB Guangzhou/Shenzhen and 20% deposit; 80% balance payment term EXW.
7.3 Settlement of accounts between [ COMPANY ] and SHIYUAN shall have no relation with BUYER; settlement of accounts between [ COMPANY ] and BUYER shall have no relation with SHIYUAN。
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Article 8 Force Majeure
8.1 In the event that performance of obligations by any of the Parties has been influenced by events like war, serious fire, typhoon, earthquake or any other unforeseeable, unavoidable and insurmountable events, such Party shall send notice to the other Parties by electronic communication and within five days from occurrence of such event, send to the other Parties certification of such event issued by relevant authority or organization by registered airmail.
8.2 In the event that any force majeure event occurs, and any Party is not able to fully or partly perform its obligations or delay its performance of obligations, or has to suspend or postpone its performance of obligations, such Party shall immediately send notice to the other Parties and shall not be held liable for such failure/ suspension/postponement. Article 9 Governing Law and Dispute Resolution
9.1 This Agreement and the purchase orders and other documents in relation hereto shall be governed by and interpreted in accordance with PRC (People's Republic of China) law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
9.2. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by litigation administered by the Hong Kong Court in accordance with the laws of the China for the time being in force, which rules are deemed to be incorporated by reference in this clause. The language of the litigation shall be English.
9.3 If one party breaches the Agreement, the breaching party shall bear the reminder charges, legal cost, security fees, charge for announcement, execution fee, legal fees, travel expenses and other costs paid by the observant party for realizing creditor's rights.
9.4 Each Party shall not be liable for any loss of indirect, incidental, or consequential damages of any kind, whether under this agreement or otherwise, even if it was advised of the possibility of such loss.
Article 10 Amendment of Agreement
Amendment or supplements to this Agreement shall be agreed in writing and come into effect after being signed and chopped by respective authorized representatives of all the Parties.
Article 11 Acceleration and Termination of Agreement
Upon the occurrence of any of the following events at any Party, such Party loses benefit of time for all debts it owes to the other Parties and shall pay off the debts without delay, and the other Parties may terminate this Agreement, purchase order or Pro-forma Invoice
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and may claim compensation for losses arising out of the occurrence of these events and termination:
(1)It fails to perform the payment obligations under purchase order or Pro-forma Invoice or other payment obligations within the time agreed;
(2)Its property is detained, frozen, seized or is taken other measures of execution, or applies or applied bankruptcy, reorganization, reconciliation, liquidation, or its main property is applied for auction;
(3)It is ordered to suspend production and business; the license or business license is revoked by the administrative organization;
(4)It makes a resolution about reduction of capital, ceasing the main business or dissolution not for consolidation;
(5)It ceases to pay, or becomes unable to pay or the draft or check issued by that Party is dishonored;
(6)It breaches one of the clauses of this Agreement, purchase order or Pro-forma Invoice and fails to remedy such breach within a reasonable period of time upon receipt of notice; or
(7)Its property or credit worsens or might worsen so that any of the other Parties deems it is unable to properly perform this Agreement, purchase order or Pro-forma Invoice. Article 12. Intellectual property
12.1 All Intellectual Property rights, other than the BUYER’s trademarks, software and software systems of the Products belong to SHIYUAN. The parties agree that such Intellectual Property rights above will not be transferred to [ COMPANY ] or BUYER because of the signing and performance of this Agreement. BUYER further agrees that it shall not for or by itself, nor shall it procure, authorize, or permit any third party to decompile, decode, reverse-engineer, or otherwise reproduce any software, or other Intellectual Property belonging to SHIYUAN. The damages paid by BUYER and direct losses suffered as a result of the infringement should be borne by SHIYUAN, if there is an infringement by SHIYUAN in relation to the Products, of any Intellectual Property rights of any third party as held in an effective court judgment or arbitration award, provided that any IPR infringement risks and related liability caused by BUYER’s trademarks or any software or hardware installed by Buyer in the Products shall be solely borne by BUYER and SHIYUAN shall not be held liable for such risks and/liabilities;
12.2 Any infringement risks and license cost for the intellectual property right relating to the Products shall be solely taken and borne by BUYER. BUYER understand that SHIYUAN’s ability to check global-scale intellectual property rights is very limited at the first stage and hereby agrees that SHIYUAN total indemnification payable under this
24
Article 12 in connection with claims arising out of infringements Intellectual Property rights of any third party shall not exceed 5 % of the FOB price of the infringing Products. For specific situations the Parties hereto may agree upon a solution and act on that basis.
Article 13. After-sales
13.1 From the date of SHIYUAN’s receipt of full payment, BUYER may request SHIYUAN to provide, free-of-charge, stand-by spare parts with a value of no more than
【1%】 of the purchase order price. Other than LCD, SHIYUAN shall not be obliged to
provide any after-sales service. Within 【twelve】months of SHIYUAN’s receipt of full payment, any LCD with quality problem may, once confirmed by SHIYUAN, be replaced free of charge. Buyer shall be responsible for the transport, installation and other matters of all the stand-by spare parts (including but not limited to LCDs) and bear any freight and other expenses incurred therefrom.
13.2 Other than the after-sales matters set out above, any other after-sales matters shall be the sole responsibility of BUYER, while SHIYUAN may assist to provide necessary technical support.
Article 14. Operation and Maintenance of Product Software and Responsibilities and Obligations Relating to Personal Data Processing Thereof
14.1 As appointed by BUYER, SHIYUAN will provide software operation, maintenance and updating services to BUYER’s users after the delivery of Products, including but not limited to over-the-air technical service (“OTA Service”), server maintenance and subsequent service maintenance upgrades】.
14.2 The BUYER acknowledges and agrees that the OTA Service function is enabled by default in the Products supplied by SHIYUAN to the BUYER.
14.3 For the purpose of updating the system of Products by OTA Service, SHIYUAN will collect the data of the Products supplied to the BUYER (hereinafter referred to as the “Data”). The Data includes the following information of the Products: software version, serial number, model and name of the BUYER. When the OTA Service function is turned on in the Products, the Data will be collected.
14.4 Where the OTA Service function is turned on by default, the system of the Products, by default, will pop up the update access and will automatically check the hardware of the Products and update the system of the Products when the Products are connected to the internet.
14.5 If there are any software quality issues after updating the system of the Products, SHIYUAN will negotiate with the BUYER regarding the solutions and thereafter conduct the testing of the hardware as well as updating of the system of the Products.
25
14.6 For the avoidance of doubt, the foregoing system updating excludes updating of the Products’ functions. If the BUYER requires updating functions of the Products, SHIYUAN will charge service fees and the fees in an equivalent amount of the network flow fees charged by telecommunications services providers in Mainland China and regions, the detailed fee arrangement of which shall be separately negotiated by SHIYUAN and the BUYER later.
14.7 For the avoidance of doubt, the intellectual property rights pertaining to the software for updating the system of the Products belong to SHIYUAN and the conducting and completing of the updating shall not be deemed as transfer of such intellectual property rights from the SHIYUAN to the BUYER or any other third parties.
14.8 To the extent that collection, storage or use of any personal data of BUYER’s users is involved in connection with SHIYUAN’s provision of Product software operation, maintenance and updating services to BUYER’s users, BUYER shall ensure that the users are fully aware of and expressly consent to SHIYUAN’s data processing activities, to be specific:
(1)BUYER shall duly disclose to users that SHIYUAN is the provider of Product software operation, maintenance and updating services as well as the processor of relevant personal data; and, for the purpose of Product software operation, maintenance and updating services, the types of User personal data needed by SHIYUAN, processing methods and possible security measures to be taken;
(2)BUYER shall duly disclose to users that SHIYUAN may process personal data in a country other than in the sales territory, and keep users informed of the cross-border transmission status of their personal data, including the receiving state and cross-border transmission methods for such personal data;
(3)BUYER shall notify users of the rights of personal data subject that they are legally entitled to exercise (including the right to access, update, delete, restrict processing, portability, deny data processing of personal data), and notify users the methods to exercise personal data rights;
(4)Upon receipt of a user’s request to exercise his/her right as a personal data subject, BUYER shall immediately notify SHIYUAN so that SHIYUAN may assist BUYER to respond to such request;
(5)BUYER shall, in accordance with the laws and regulations of the sales territory, disclose to users any other information relating to SHIYUAN’s provision of Product software operation, maintenance and updating services, and duly obtain authorization and consent from users.
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“Personal Data” as referred to in this Agreement means any data relating to identified or identifiable natural persons, including but not limited to names, email addresses, mobile phone numbers and other identifiers and any other equipment information related to such identifiers.
14.9 This provision applies only to the situation where SHIYUAN, as appointed by BUYER, processes Personal Data in connection with the provision of Product software
operation, maintenance and updating services to users. If BUYER appoints SHIYUAN to provide any other services and process users’ personal data for any other purposes, the parties shall further discuss and agree. SHIYUAN shall not be held liable for any activities relating to processing of users’ personal data that are carried out by any other entities or persons appointed by BUYER.
14.10 If BUYER breaches this Article 10 and fails to take rectification measures within 15 working days after SHIYUAN sends a written notice demanding the rectification of such breach, SHIYUAN shall have the right to immediately terminate cooperation with BUYER and request BUYER to compensate for all damages suffered by SHIYUAN.
14.11 If BUYER breaches Article 14 and causes any user complaint, legal disputes or any other damages, BUYER shall assume all criminal, civil and administrative liabilities, pay all expenses needed by solving such matters, and indemnify all damages suffered by users. Article 15. Miscellaneous
15.1 If any of the clauses contained in this Agreement shall be declared invalid, the validity and effectiveness of the remaining clauses thereof shall not in any way be affected or impaired.
15.2 Important notices under this Agreement shall be made in writing. In case of emergency, the Parties may use other notice methods, however they shall confirm in writing after such notice.
The Parties confirm that notice under this Agreement shall sent to addresses or e-mails as below：
BUYER：
CONTACT ADDRESS： CONTACT PERSON： MAIL：
SHIYUAN： CONTACT ADDRESS:
CONTACT PERSON： MAIL：
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[ ] ：
CONTACT ADDRESS： CONTACT PERSON： MAIL：
15.3 The business secrets acquired by a Party in relation to the other Parties shall not be disclosed to the third party without prior written approval of the other Parties, except for in the case that it is required to disclose by relevant governmental authority or judicial authority in accordance with relevant laws, or necessary to disclose for performance of this Agreement. This clause shall be effective within three years from termination or expiration of the cooperation of the Parties.
15.4 This Agreement shall be effective for 【one year】 from effective date specified in Page 1 of this Agreement. Either party may terminate this Agreement, either in whole or in part, for convenience with not less than thirty (30) days written notice. Neither the termination nor expiration of this Agreement shall release either party from the obligation to pay any monies that may be owing to the other party or operate to discharge any liability that had been incurred by either party prior to any such termination or expiration.
15.5 This Agreement is made in three original copies; each Party shall keep one counterpart, and each counterpart has the same legal effect. This Agreement shall be effective after it shall be signed by respective authorized representatives of the Parties.
15.6 For any matters not covered herein, the Parties may enter into supplementary agreements. Such documents shall be effective after signed and chopped by the Parties and have the same legal effect as this Agreement. In case of conflict between this Agreement and the supplementary agreements, the supplementary agreements shall prevail.
15.7 In case of change of company name, address, bank account, etc., such Party shall send notice to the other Parties in writing; otherwise, such Party shall be responsible for losses incurred by the other Parties.
15.8. This Agreement shall be executed in English and may be signed in several counterparts, all having the force of the original. However, in case of conflict between English and Chinese languages of this Agreement, or between English and Chinese languages of any documentation related to or associated with this Agreement, English language shall always prevail.
For and on behalf of
【Boxlight Corporation】
Signed By:
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Title: Director
For and on behalf of
【SHIYUAN(HK) Ltd】
Signed By:
Title:
For and on behalf of
【 】
Signed By:
Title: Director
This Agreement is signed at Huangpu District, Guangzhou City, Guangdong Province
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EXHIBIT B: FORM OF ADVANCE REQUEST
30
EXHIBIT C: FORM OF ASSIGMENT
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11-3-25-J.J. Astor BOXL Amended Inventory Finance Agreement updated Nasdaq language
Final Audit Report 2025-11-09
"11-3-25-J.J. Astor BOXL Amended Inventory Finance Agreeme nt updated Nasdaq language" History
Document created by Ryan Zeek (ryan.zeek@boxlight.com)2025-11-08 - 1:54:57 AM GMT
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Document e-signed by Henry Nance (hank.nance@boxlight.com)Signature Date: 2025-11-09 - 2:15:19 AM GMT - Time Source: server
Agreement completed.2025-11-09 - 2:15:19 AM GMT
Exhibit 31.1
CERTIFICATION
I, Dale Strang, certify that:
1.I have reviewed this quarterly Report on Form 10-Q Pursuant to Rule 15d-2 under the Securities Exchange Act of 1934 for the period ended September 30, 2025, of Boxlight Corporation (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared:
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 14, 2025 | /s/ Dale Strang | ||||
| Dale Strang | |||||
Chief Executive Officer (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION
I, Brian Lane, certify that:
1.I have reviewed this quarterly Report on Form 10-Q Pursuant to Rule 15d-2 under the Securities Exchange Act of 1934 for the period ended September 30, 2025, of Boxlight Corporation (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report,
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report:
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 14, 2025 | /s/ Ryan Zeek | ||||
| Ryan Zeek | |||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Boxlight Corporation (the “Company”) on Form 10-Q pursuant to Rule 15d-2 Under the Securities Exchange Act of 1934 for the period ending September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dale Strang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 14, 2025
| /s/ Dale Strang | |||||
| Dale Strang | |||||
Chief Executive Officer (Principal Executive Officer) | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Boxlight Corporation (the “Company”) on Form 10-Q pursuant to Rule 15d-2 Under the Securities Exchange Act of 1934 for the period ending September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Lane, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 14, 2025
| /s/ Ryan Zeek | |||||
| Ryan Zeek | |||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | |||||