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Form 8-K

sec.gov

8-K — Boxlight Corp

Accession: 0001628280-26-056308

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001624512

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — boxl-20260812.htm (Primary)

EX-99.1 (boxl-earningsexx991xq22026.htm)

GRAPHIC (boxl-20230809xex99d1001a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: boxl-20260812.htm · Sequence: 1

boxl-20260812

0001624512false00016245122026-08-122026-08-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (date of earliest event reported): August 12, 2026

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

001-37564

36-4794936

(State or other jurisdiction of

Incorporation) (Commission File Number)

(IRS Employer

Identification No.)

2750 Premiere Parkway, Ste. 900

Duluth, Georgia 30097

(Address Of Principal Executive Offices) (Zip Code)

678-367-0809

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or formed address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock $0.0001 per share BOXL The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02    Results of Operations and Financial Condition.

On August 12, 2026, Boxlight Corporation, a Nevada corporation (the “Company”), issued a press release announcing its second quarter 2026 financial results.

A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information may be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, only if and to the extent that such subsequent filing specifically references such information.

Item 9.01    Financial Statements and Exhibits.

Exhibit No. Description

99.1

Press Release, dated August 12, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOXLIGHT CORPORATION

Dated: August 12, 2026

By: /s/ Ryan Zeek

Name: Ryan Zeek

Title: Chief Financial Officer

EX-99.1

EX-99.1

Filename: boxl-earningsexx991xq22026.htm · Sequence: 2

Document

Boxlight Reports Second Quarter 2026 Financial Results

Duluth, GA – Business Wire – August 12, 2026 – Boxlight Corporation (Nasdaq: BOXL) (“Boxlight” or the “Company”), a leading provider of interactive technology solutions, today announced the Company’s financial results for the second quarter ended June 30, 2026.

Financial and Operational Highlights:

•Revenue was $25.9 million for the quarter, a decrease of 16.0% from the prior year quarter

•Gross profit margin in the second quarter of 2026 improved to 49.8% from 35.0% in the prior year quarter

•Net income was $0.5 million, compared to a net loss of $(4.7) million in the prior year quarter

•Earnings per basic and diluted common share was $0.34, compared to a $(55.00) loss per basic and diluted common share in the prior year quarter

•Adjusted EBITDA1, a non-GAAP financial measure, increased by $3.0 million on a constant currency basis to $4.1 million from the prior year quarter

•Ended the quarter with $4.3 million in cash

•Released upgrades to Symphony Campuswide Communication Platform enabling schools to connect classrooms, enhance safety, and streamline campus-wide communication through a single, unified system

•Launched the Boxlight Symphonic Series, a new family of intelligent IP communication endpoints designed to extend the Boxlight Symphony platform

•Won four Tech & Learning Best of Show Awards at ISTE for Boxlight Symphony and Symphonic Series for both Primary and Secondary Education

•Completed an equity raise in August 2026, repaying $2.25 million in WhiteHawk debt principal and regaining compliance with Nasdaq’s minimum stockholders’ equity requirement

Management Commentary

“Boxlight has made progress in improving operational efficiency and aligning our cost structure with fiscal year 2026 revenue expectations,” said Ryan Zeek, Chief Financial Officer. “At the same time, we have strengthened our product portfolio by moving away from proprietary network packages toward more scalable, SIP based solutions. Global trade policies continue to impact component costs and build timelines. We also took proactive steps to absorb IEEPA tariff related costs in 2025 rather than passing them through to customers; as a result Boxlight received $2.9 million in approved tariff refunds and associated interest that will benefit our 2026 results, specifically within the second quarter.”

“Technology refresh cycles and the ongoing shift toward digital learning continue to support long term demand,” Mr. Zeek added. “While near term pressures remain, we expect a recovery in spending as deferred demand returns. With a proven portfolio, operational discipline, and consistent industry recognition, Boxlight is well positioned to capitalize on this opportunity.”

According to Futuresource Consulting, global unit demand for 2026 is expected to remain consistent with 2025 levels, aligning with Boxlight’s H1 2026 performance and reinforcing expectations for stabilization in the broader market.

Financial Results for the Three Months Ended June 30, 2026 vs. the Three Months Ended June 30, 2025

Total revenues for the second quarter of 2026 were $25.9 million as compared to $30.9 million for the second quarter last year, resulting in a 16.0% decrease. The decrease in revenues was driven by lower sales of audio units as we transition buyers to our recently launched and award winning Symphonic line of products. With respect to the audio product line specifically, we anticipate this slowdown to be transitory. Our pipeline remains reflective of the aforementioned awards.

1 This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to its comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures”.

1

Cost of revenues for the second quarter of 2026 was $13.0 million as compared to $20.1 million for the second quarter last year, resulting in a 35.2% decrease. The decrease in cost of revenues was attributable to the decrease in units sold and $2.8 million in tariff refunds that offset cost of revenues.

Gross profit was $12.9 million for the second quarter of 2026 compared to $10.8 million for the second quarter of last year, an increase of 19.7%. Gross profit margin was 49.8% for the second quarter of 2026 and 35.0% for the second quarter of 2025. The increase in gross profit margin was primarily driven by the $2.8 million in tariff refunds, which reduced current year quarter cost of revenues.

General and administrative expenses for the second quarter of 2026 were $8.4 million, representing 32.2% of revenue as compared to $11.0 million representing 35.6% of revenue for the second quarter of last year. The decrease in general and administrative expenses in the second quarter of 2026 was due to a decrease of $1.5 million in other expenses, a decrease of $0.4 million in professional fees, a decrease of $0.2 million in employee related expenses, a decrease of $0.2 million in sales and marketing expenses, a decrease of $0.2 million in contract and consulting expenses, and a $0.1 million decrease in occupancy expenses.

Depreciation and amortization expenses for the second quarter of 2026 were $2.6 million, representing 9.9% of revenue as compared to $2.6 million representing 8.4% of revenue for the second quarter of last year.

Research and development expenses for the second quarter of 2026 and the second quarter of 2025 were $0.9 million and $1.1 million, respectively, and represented 3.6% and 3.7% of revenue, respectively. Research and development expense primarily consists of costs associated with the development of proprietary technology. The decrease was attributable to the streamlining of research and development expenses.

Other expense, net for the second quarter of 2026 was $0.8 million as compared to $0.5 million for the second quarter of last year, representing an increase of $0.3 million. The increase in other expense was primarily driven by a $2.0 million change in unrealized foreign exchange adjustment and a $0.1 million increase in losses from change in fair value of derivative liabilities, offset by a $1.5 million decrease in interest expense on our term loan and a $0.3 million decrease in losses from change in fair value of common warrants.

Net income increased $5.2 million to $0.5 million and was a result of the changes noted above. Net income attributable to common shareholders was $0.2 million in the second quarter of 2026 compared to a net loss of $(5.0) million in the second quarter of last year, after deducting fixed dividends (recorded but not paid) for Series B preferred shareholders of approximately $0.3 million in both years.

Total comprehensive income was $0.3 million for the second quarter of 2026 compared to the total comprehensive loss of $(4.6) million for the second quarter of 2025, reflecting the effect of cumulative foreign currency translation adjustments on consolidation, with the net effect of a $(0.2) million loss and a $0.2 million gain for the second quarter of 2026 and 2025, respectively.

Basic and diluted Earnings per Share for the second quarter of 2026 was $0.34 compared to a loss of $(55.00) per basic and diluted share for the second quarter of last year.

EBITDA2, a non-GAAP measure, for the second quarter of 2026 was $3.9 million, as compared to $0.7 million EBITDA for the second quarter of last year.

Adjusted EBITDA for the second quarter of 2026 was $4.1 million, as compared to $1.3 million in the second quarter of 2025. Adjustments to EBITDA included changes in fair value of common warrants, stock-based compensation expense, gains/losses from the remeasurement of derivative liabilities, severance charges, and the effects of purchase accounting adjustments in connection with prior period acquisitions.

Financial Results for the Six Months Ended June 30, 2026 (2Q26 YTD) vs. the Six Months Ended June 30, 2025 (2Q25 YTD)

Total revenues for 2Q26 YTD were $48.4 million as compared to $53.3 million for 2Q25 YTD, resulting in a 9.2% decrease. The decrease in revenues was driven by lower sales volume in the audio segment.

2 This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to its comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures”.

2

Cost of revenues for 2Q26 YTD was $28.5 million as compared to $34.4 million for 2Q25 YTD, resulting in a 17.2% decrease. The decrease in cost of revenues was attributable to the decrease in units sold and a $2.8 million tariff refund that offset cost of revenues.

Gross profit for 2Q26 YTD was $19.9 million as compared to $18.8 million for 2Q25 YTD. Gross profit margin improved to 41.1% for 2Q26 YTD compared to 35.4% for 2Q25 YTD, primarily driven by the $2.8 million in tariff refunds, which reduced current year cost of revenues.

General and administrative expense for 2Q26 YTD was $16.7 million and 34.6% of revenue, as compared to $18.6 million and 34.8% of revenue for 2Q25 YTD. The decrease in general and administrative expenses for the period ended June 30, 2026 was due to a decrease of $1.1 million in other expenses, a decrease of $0.4 million in contract and consulting expenses, a decrease of $0.2 million in employee related expenses, a decrease of $0.1 million in sales and marketing expenses, and a $0.1 million decrease in occupancy expenses.

Depreciation and amortization expenses for 2Q26 YTD were $5.1 million, representing 10.6% of revenue as compared to $5.1 million representing 9.5% of revenue for 2Q25 YTD.

Research and development expense was $1.9 million or 3.9% of revenue for 2Q26 YTD as compared to $2.0 million or 3.8% of revenue for 2Q25 YTD. Research and development expense primarily consists of costs associated with the development of proprietary technology. The decrease was attributable to the streamlining of research and development expenses.

Other expense for 2Q26 YTD was $2.8 million as compared to $1.0 million for 2Q25 YTD, representing an increase of $1.8 million. The increase in other expense was primarily driven by a $3.3 million change in unrealized foreign exchange adjustment, a $1.7 million decrease in gains from change in fair value of common warrants, and a $0.1 million increase in losses from change in fair value of derivative liabilities, offset by a $2.7 million decrease in interest expense on our term loan and a $0.6 million decrease in the loss on warrant issuance.

Net loss attributable to common shareholders was $(6.7) million and $(8.6) million for 2Q26 YTD and 2Q25 YTD, respectively, after deducting fixed dividends (recorded but not paid) for Series B preferred shareholders of $0.6 million in each year.

Basic and diluted loss per share for 2Q26 YTD was $(11.39) per basic and diluted share, compared to $(106.15) per basic and diluted share for 2Q25 YTD.

EBITDA3 for 2Q26 YTD was $0.8 million, as compared to $2.3 million EBITDA for 2Q25 YTD. Adjusted EBITDA for 2Q26 YTD was $1.2 million, as compared to $1.8 million for 2Q25 YTD.

Balance Sheet; Credit Agreement

At June 30, 2026, Boxlight had $4.3 million in cash and cash equivalents, negative $4.0 million in working capital and $34.1 million in debt, net of debt issuance costs. The change in net working capital was attributable to the reclassification of our term loan from long-term to short-term debt, resulting from its maturity occurring within twelve months of June 30, 2026.

The Company was not in compliance with its financial covenants related to the borrowing base or the Minimum Consolidated Adjusted EBITDA under the Whitehawk Credit Agreement at June 30, 2026. Pursuant to the August 2026 Forbearance Agreement, the Lenders granted a limited waiver of the borrowing base and Minimum Consolidated Adjusted EBITDA defaults for the periods ended June 30, 2026 and July 31, 2026.

In August 2026, the Company completed an equity raise of $4.8 million, net of fees, and used a portion of the proceeds to repay approximately $2.25 million of principal and $0.14 million of prepayment penalty under its WhiteHawk Credit Agreement. As a result, the Company regained compliance with Nasdaq’s $2.5 million Shareholders’ Equity Listing Requirement as of the date of this Earnings Release.

3 This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to its comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures”.

3

About Boxlight Corporation

Boxlight Corporation (Nasdaq: BOXL) is a leading provider of interactive technology solutions under its award-winning brands Clevertouch®, FrontRow™ and Mimio®. Boxlight aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, audio solutions, supporting accessories, and professional services. For more information about Boxlight and the Boxlight story, visit http://www.boxlight.com, https://www.clevertouch.com and https://www.gofrontrow.com.

Forward Looking Statements

This press release may contain information about Boxlight’s view of its future expectations, plans and prospects that constitute forward-looking statements, including the information regarding finalization of a waiver with the Company’s lender. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to: our ability to continue operating as a going concern; our ability to comply with certain covenants, minimum liquidity and borrowing base requirements under our existing credit agreement, or to obtain waivers of compliance; our ability to maintain a listing of our Class A common stock; changes in the sales of our display products; seasonality; changes in our working capital requirements and cash flow fluctuations; competition; 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; the success of our strategy to increase sales in the business and government market; changes in market saturation for our products; challenges growing our sales in foreign markets; our dependency on third-party suppliers; our ability to enter into and maintain strategic alliances with third parties; our ability to keep pace with technology; and changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies. Boxlight encourages you to review other factors that may affect its future results and performance in Boxlight’s filings with the Securities and Exchange Commission, including under the heading “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed on April 15, 2026, and any updates to those risk factors in Boxlight’s subsequently filed Quarterly Reports on Form 10-Q. Given these factors, risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

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 pro forma operations, we supplement our consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, with EBITDA and Adjusted EBITDA, which are non-GAAP financial measures of earnings. EBITDA represents net loss before income tax expense (benefit), interest expense, depreciation and amortization. Adjusted EBITDA represents EBITDA plus stock-based compensation, severance charges, the change in fair value of derivative liabilities, change in fair value of common warrants, purchase accounting impact of inventory markup and fair value adjustments to deferred revenue. Our management uses EBITDA and Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of our business model. We use these non-GAAP financial measures to assess the strength of the underlying operations of our business. These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. We find this especially useful when reviewing pro forma results of operations, which include large non-cash amortizations of intangible assets from acquisitions and stock-based compensation. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP. Non-GAAP financial measures should not be considered as an alternative to net income (loss), operating income (loss), or any other performance measures derived in accordance with GAAP.

We report our operating results in accordance with U.S. GAAP. We have disclosed in the table below the results on a constant currency basis to facilitate period-to-period comparisons of our results without regard to the impact of fluctuating foreign currency exchange rates. The term foreign currency exchange rates refers to the exchange rates we use to translate our operating results into U.S. Dollars for all countries where the functional currency is not the U.S. Dollar. Because we are a global company, the foreign currency exchange rates used for translation may have a significant effect on our reported results. In general, our reported financial results are affected positively by a weaker U.S. Dollar and are affected negatively by a stronger U.S. Dollar as compared to the foreign currencies in which we conduct our business. References to our

4

operating results on a constant-currency basis mean our operating results without the impact of foreign currency exchange rate fluctuations.

We believe disclosure of constant-currency results is helpful to investors because it facilitates period-to-period comparisons of our results by increasing the transparency of our underlying performance by excluding the impact of fluctuating foreign currency exchange rates. However, constant-currency results are non-U.S. GAAP financial measures and are not meant to be considered in isolation or as a substitute for comparable measures prepared in accordance with U.S. GAAP. Constant-currency results have no standardized meaning prescribed by U.S. GAAP, are not prepared under any comprehensive set of accounting rules or principles, and should be read in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP. Constant-currency results have limitations in their usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.

Discussion of the Effect of Constant Currency on Financial Condition

We calculate constant-currency amounts by translating local currency amounts in the current period at actual foreign exchange rates for the prior year period. Our constant-currency results do not eliminate the transaction currency impact of purchases and sales of products in a currency other than the functional currency.

Three Months Ended

June 30, 2026 Three Months Ended

June 30, 2025 %

Decrease

(Dollars in thousands)

Total revenues

As reported $ 25,918 $ 30,852 (16) %

Impact of foreign currency translation (58) -

Constant-currency $ 25,860 $ 30,852 (16) %

Six Months Ended

June 30, 2026 Six Months Ended

June 30, 2025 %

Decrease

(Dollars in thousands)

Total revenues

As reported $ 48,360 $ 53,275 (9) %

Impact of foreign currency translation (983) -

Constant-currency $ 47,377 $ 53,275 (11) %

5

Boxlight Corporation

Condensed Consolidated Balance Sheets

As of June 30, 2026 and December 31, 2025

(in thousands, except share amounts)

June 30,

2026 December 31,

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents $ 4,302  $ 9,370

Accounts receivable – trade, net of allowances for credit losses of $1,051 and $1,055

15,574  15,358

Inventories, net of reserves 33,014  38,126

Prepaid expenses and other current assets 9,777  6,624

Total current assets 62,667  69,478

Property and equipment, net of accumulated depreciation 1,612  1,770

Operating lease right of use asset 6,305  7,009

Intangible assets, net of accumulated amortization 12,078  17,080

Deferred tax assets, net 793  1,472

Other assets 895  734

Total assets $ 84,350  $ 97,543

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:

Accounts payable and accrued expenses $ 14,284  $ 22,786

Accounts payable and accrued expenses - related party 2,567  3,699

Short-term debt 34,129  1,274

Operating lease liabilities, current 1,492  1,741

Deferred revenues, current 8,834  9,273

Derivative liabilities —  5

Derivative liabilities - related party 634  476

Other short-term liabilities 4,767  3,598

Total current liabilities 66,707  42,852

Deferred revenues, non-current 13,876  14,849

Long-term debt —  32,877

Operating lease liabilities, non-current 5,150  5,650

Other long-term liabilities 40  60

Total liabilities 85,773  96,288

Stockholders’ (deficit) equity:

Preferred Series A stock, $0.0001 par value, 250,000 shares authorized; 167,972 shares issued and outstanding, at June 30, 2026 and December 31, 2025 —  —

Preferred Series B stock, $0.0001 par value, 1,586,620 shares authorized; 1,586,620 shares issued and outstanding, at June 30, 2026 and December 31, 2025 —  —

Common stock, $0.0001 par value, 694,445 shares authorized; 667,348 and 228,335 Class A shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively —  —

Additional paid-in capital 158,762  155,123

Accumulated deficit (162,436) (156,420)

Accumulated other comprehensive income 2,251  2,552

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

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

6

Boxlight Corporation

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

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

(Unaudited)

(in thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

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

Cost of revenues 13,004  20,062  28,507  34,442

Gross profit 12,914  10,790  19,853  18,833

Operating expense:

General and administrative 8,358  10,983  16,709  18,559

Depreciation and amortization 2,577  2,591  5,133  5,054

Research and development 942  1,128  1,878  2,040

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

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

Other (expense) income:

Interest expense, net (1,060) (2,571) (2,334) (5,058)

Other income (expense), net 391  2,331  (309) 2,984

Loss on warrant issuance

—  —  —  (578)

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

Change in fair value of common warrants

—  (251) —  1,685

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

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

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

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

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

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

Comprehensive income (loss):

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

Other comprehensive income (loss):

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

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

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

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

7

Reconciliation of net income (loss) for the three and six months ended June 30, 2026 and 2025 to EBITDA and Adjusted EBITDA

(in thousands) Three Months Ended

June 30, 2026 Three Months Ended

June 30, 2025 Six Months Ended

June 30, 2026 Six Months Ended

June 30, 2025

Net Income (Loss) $ 509  $ (4,719) $ (6,016) $ (7,962)

Depreciation and amortization 2,577  2,591  5,133  5,054

Interest expense

1,060  2,571  2,334  5,058

Income tax (benefit) (262) 274  (648) 124

EBITDA $ 3,884  $ 717  $ 803  $ 2,274

Stock compensation expense 49  179  212  348

Change in fair value of derivative liabilities 122  42  154  51

Change in fair value of common warrants

—  251  —  (1,685)

Loss on warrant issuance —  —  —  578

Purchase accounting impact of fair valuing deferred revenue —  84  —  203

Severance charges 9  —  60  57

Adjusted EBITDA $ 4,064  $ 1,273  $ 1,229  $ 1,826

Media

Sunshine Nance

+1 360-464-2119 x254

sunshine.nance@boxlight.com

Investor Relations Contact

Ryan Zeek

+1 770-891-1331

investor.relations@boxlight.com

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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