Boxlight Corp

BOXLIGHT CORPORATION

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (including the section regarding Management’s Discussion and Analysis and Results of Operations, the "Annual 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. These statements 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.

Forward-looking statements include statements concerning the following:

•our ability to continue to operate as a going concern;

•our ability to maintain a listing of our Class A common stock on Nasdaq Capital Market;

•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;

•our ability to pay the redemption price of our outstanding Series B Preferred Stock and Series C Preferred Stock in the event the holders thereof were to opt to cause the Company to redeem the Series B Preferred Stock or Series C Preferred Stock;

•our indebtedness, a substantial amount of which is bearing interest at a variable rate;

•our history of operating losses;

•our ability to raise additional capital;

•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;

•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 market;

•changes in market saturation for our products;

•challenges growing our sales in foreign markets;

•our dependency on third-party suppliers;

•our reliance on highly skilled personnel;

•our ability to enter into and maintain strategic alliances with third parties;

•unfavorable global economic or political conditions, including the ongoing conflict between Russia and Ukraine, and Israel and Hamas;

•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

•other risks described under the heading "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K, as there may be updated from time to time in subsequent documents that we file with the Security and Exchange Commission.

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 predictions. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the reports we file with the Securities and Exchange Commission (the "SEC"). Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read this Annual Report, the documents that we reference in this Annual Report and the documentation we have filed as exhibits thereto with the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect.

Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Unless the context otherwise requires, the terms “the Company,” “we,” “us,” and “our” in this Annual 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 “year” and “fiscal year” refer to our fiscal year ending December 31 st.