Boxlight Corp
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
BOXL$1.99+1.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001628280-26-035695
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001628280-26-057056
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 160 previous paragraphs and 174 current paragraphs.
136 unchanged; 23 reworded; 14 added; 1 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Revenues. Total revenues for the three months ended June 30, 2026 were $25.9 million as compared to $30.9 million for the three months ended June 30, 2025, 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. The slow down is expected to be temporary.
Current report
Gross Profit. Gross profit for the three months ended June 30, 2026 was $12.9 million as compared to $10.8 million for the three months ended June 30, 2025, an increase of 19.7%. Gross profit margin was 49.8% for the three months ended June 30, 2026 and 35.0% for the three months ended June 30, 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. Excluding the $2.8 million tariff refund, gross profit margin for the three months ended June 30, 2026 would have been approximately 38.9%, reflecting the non-recurring nature of the refund.
Current report
Net Income (Loss). Net income was approximately $0.5 million for the three months ended June 30, 2026, and the net loss was approximately $4.7 million for the three months ended June 30, 2025, respectively, and was a result of the changes noted above.
Current report
For the six-month periods ended June 30, 2026 and 2025
Current report
Cost of Revenues. Cost of revenues for the six months ended June 30, 2026 were $28.5 million as compared to $34.4 million for the six months ended June 30, 2025, 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.
Current report
Gross Profit. Gross profit for thesix months ended June 30, 2026 was $19.9 million as compared to $18.8 million for thesix months ended June 30, 2025, a increase of 5.4%. Gross profit margin was 41.1% for thesix months ended June 30, 2026 and 35.4% for thesix months ended June 30, 2025. The increase in gross profit margin was primarily driven by the $2.8 million in tariff refunds, which reduced current year cost of revenues. Excluding the $2.8 million tariff refund, gross profit margin for the six months ended June 30, 2026 would have been approximately 35.2%, reflecting the non-recurring nature of the refund.
Current report
General and Administrative Expenses. General and administrative expenses for thesix months ended June 30, 2026 were $16.7 million, representing 34.6% of revenue as compared to $18.6 million representing 34.8% of revenue for thesix months ended June 30, 2025. The decrease in general and administrative expenses for the period ended June 30, 2026 wasdue to a decreases 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.
Current report
Depreciation and Amortization Expenses. Depreciation and amortization expenses for the six months ended June 30, 2026 were $5.1 million, representing 10.6% of revenue as comparedto$5.1 million representing 9.5% of revenue for the six months ended June 30, 2025.
Current report
Other Expense. Other expense, net for the six months ended June 30, 2026 was $2.8 million as compared to$1.0 million for the six months ended June 30, 2025, 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.
Current report
Pursuant to the August 2026 Forbearance Agreement, the mandatory quarterly amortization payments on the initial term loan remain suspended through September 30, 2026, with the first payment due on December 31, 2026. In addition, the August 2026 Forbearance Agreement amended the Credit Agreement’s mandatory prepayment provisions to require that 50% (or 100% if an Event of Default exists) of net cash proceeds from subordinated indebtedness in addition to equity issuances be applied to prepay the Credit Agreement loan, with any retained proceeds restricted from being used to make payments on equity interests, redeemable preferred stock, or subordinated indebtedness.
Current report
In August 2026, the Company completed an equity raise, the proceeds of which were required to be applied to repay a portion of the outstanding Whitehawk Credit Agreement loan, resulting in a principal repayment of approximately $2.25 million and a prepayment penalty of $0.14 million.
Current report
On August 5, 2026, the Company entered into a Securities Purchase Agreement with the purchasers identified therein (the "Purchasers"), pursuant to which the Company agreed to sell an aggregate of 937,500 shares of Series D Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), at a purchase price of $8.00 per share, each share having a stated value of $10.00, reflecting a 20% original issue discount. The Preferred Stock was issued in two tranches: Tranche One, in the amount of $5,500,000 (687,500 shares), payable on or before the Closing Date; and Tranche Two, in the amount of $2,000,000 (250,000 shares), payable upon effectiveness of the resale registration statement, subject to a 60-calendar-day outside date and to the Company obtaining the Required Stockholder Approvals and remaining current in its SEC reporting obligations.
Current report
Concurrently, the Company entered into an Equity Purchase Agreement establishing an equity line facility under which the Company may sell to the Investor up to $15,000,000 of shares of Class A Common Stock over a 36-month commitment period, at a purchase price equal to 95% of the applicable market price.
Current report
On February 20, 2026, the Supreme Court of the United States ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the imposition of tariffs, effectively invalidating IEEPA-based tariffs that had been in effect since February 2025. The administration subsequently enacted new tariffs under alternative statutory authority. Accordingly, although the specific tariffs previously imposed under IEEPA have been invalidated, the overall tariff environment remains subject to ongoing change. Following the Supreme Court’s February 20, 2026 ruling and the subsequent March 4, 2026 order from the Court of International Trade directing U.S. Customs and Border Protection (CBP) to refund IEEPA amounts collected (with interest), the Company applied for and received approval from CBP for a $2.9 million refund related to IEEPA tariffs and interests as of June 30, 2026. This approved refund was recorded as a reduction to Cost of Sales for the quarter ended June 30, 2026. As of June 30, 2026, the Company had received $1.3 million in deposits related to IEEPA tariffs and recorded a non-trade receivable of $1.6 million for the remaining approved refund excluding interest. The Company received the full amount of the remaining approved refund into its bank account during the first week of July 2026.
Removed paragraphs (1)
Previous report
Gross Profit. Gross profit for thethree months ended March 31, 2026 was $6.9 million as compared to $8.0 million for thethree months ended March 31, 2025, a decrease of 13.7%. Gross profit margin was 30.9% for thethree months ended March 31, 2026 and 35.9% for thethree months ended March 31, 2025. The decrease in gross profit margin was primarily related to increases in pricing pressure within the industry compared to the prior year quarter and an increase in customs expense.
Reworded paragraphs (23)
Previous wording
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 March 31st.
Current wording
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 June 30th.
Previous wording
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.
Current wording
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 predictions, 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.
Previous wording
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.
Current wording
We are a technology company that is seeking to become a worldwide 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.
Previous wording
We have also implemented a comprehensive plan to reach and maintain profitability both from our core business operations. Highlights of the plan include:
Current wording
We have also implemented a comprehensive plan to reach and maintain profitability from our core business operations. Highlights of the plan include:
Previous wording
Cost of Revenues. Cost of revenues for thethree months ended March 31, 2026 were $15.5 million as compared to $14.4 million for thethree months ended March 31, 2025, resulting in a 7.8% increase. The increase in cost of revenues was attributable to the increase in units sold and a $1.5 million increase in customs expense.
Current wording
Cost of Revenues. Cost of revenues for the three months ended June 30, 2026 were $13.0 million as compared to $20.1 million for the three months ended June 30, 2025, resulting in a 35.2% 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.
Previous wording
General and Administrative Expenses. General and administrative expenses for thethree months ended March 31, 2026 were $8.4 million, representing 37.2% of revenue as compared to $7.6 million representing 33.8% of revenue for thethree months ended March 31, 2025. The increase in general and administrative expenses for the period ended March 31, 2026 was due to increases in professional fees of $0.5 million and other expenses of $0.5 million, offset by $0.3 million decrease in contract and consulting expenses.
Current wording
General and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2026 were $8.4 million, representing 32.2% of revenue as compared to $11.0 million representing 35.6% of revenue for the three months ended June 30, 2025. The decrease in general and administrative expenses for the period ended June 30, 2026 was due to a decreases 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.
Previous wording
Depreciation and Amortization Expenses. Depreciation and amortization expenses for the three months ended March 31, 2026 were $2.6 million, representing 11.4% of revenue as comparedto$2.5 million representing 11.0% of revenue for the three months ended March 31, 2025.
Current wording
Depreciation and Amortization Expenses. Depreciation and amortization expenses for the three months ended June 30, 2026 were $2.6 million, representing 9.9% of revenue as compared to $2.6 million representing 8.4% of revenue for the three months ended June 30, 2025.
Previous wording
Research and Development Expenses. Research and development expenses for the three months ended March 31, 2026 and 2025 were $0.9 million and $0.9 million, respectively and represented 4.2% and 4.1% of revenue, respectively. Research and development expense primarily consists of costs associated with the development of proprietary technology. The increase was attributable to the allocation of certain general and administrative expenses to new and ongoing research and development projects.
Current wording
Research and Development Expenses. Research and development expenses for the three months ended June 30, 2026 and 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.
Previous wording
Other Expense. Other expense, net for the three months ended March 31, 2026 was $2.0 million as compared to$0.5 million for the three months ended March 31, 2025, representing an increase of$1.5 million. The increase in other expense was primarily driven by the change in fair value of common warrants in the prior year quarter, offset by the decrease in interest expense on our term loan in the three months ended March 31, 2026.
Current wording
Other Expense. Other expense, net for the three months ended June 30, 2026 was $0.8 million as compared to $0.5 million for the three months ended June 30, 2025, 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.
Previous wording
Revenues. Total revenues for the three months ended March 31, 2026 were $22.4 million as compared to $22.4 million for the three months ended March 31, 2025, resulting in a 0.1% increase. The increase in revenues was driven by higher sales of interactive flat panel displays.
Current wording
Revenues. Total revenues for the six months ended June 30, 2026 were $48.4 million as compared to $53.3 million for the six months ended June 30, 2025, resulting in a 9.2% decrease. The decrease in revenues was driven bylower sales volume in the audio segment.
Previous wording
Net Loss. Net loss was approximately$6.5 million and$3.2 million for the three months ended March 31, 2026 and 2025, respectively, and was a result of the changes noted above.
Current wording
Net Loss. Net loss was approximately$6.0 million and$8.0 million for the six months ended June 30, 2026 and 2025, respectively, and was a result of the changes noted above.
Previous wording
The following table contains reconciliations of net losses to EBITDA and adjusted EBITDA for the periods presented:
Current wording
The following table contains reconciliations of net income (loss) to EBITDA and adjusted EBITDA for the periods presented:
Previous wording
As of March 31, 2026, we had cash and cash equivalents of $6.9 million, a working capital balance of $25.3 million, and a current ratio of 1.63. As of March 31, 2025, we had $8.1 million of cash and cash equivalents, a working capital balance of $1.6 million, and a current ratio of 1.02.
Current wording
As of June 30, 2026, we had cash and cash equivalents of $4.3 million, a negative working capital balance of $4.0 million, and a current ratio of 0.94. As of June 30, 2025, we had $7.6 million of cash and cash equivalents, a negative working capital balance of $0.5 million, and a current ratio of 0.99. The change in net working capital was attributable to the reclassification of the our term loan from long-term to short-term debt, resulting from its maturity occurring within twelve months of June 30, 2026.
Previous wording
For the three months ended March 31, 2026 and 2025, we had net cash used in operating activities of $5.0 million and $4.7 million, respectively. Cash used in operating activities primarily relates to net loss for the three months ended March 31, 2026 as well as changes in working capital management. We had net cash used in investing activities of $42 thousand and $127 thousand for the three months ended March 31, 2026 and 2025, respectively. Cash used in investing activities is related to purchases of property and equipment. For the three months ended March 31, 2026 and 2025, we had net cash provided by financing activities of $3.1 million and $4.6 million, respectively. Cash provided by financing activities in the three months ended March 31, 2026 is related to proceeds from the At-the-Market offering program of $3.7 million.
Current wording
For the six months ended June 30, 2026 and 2025, we had net cash used in operating activities of $7.5 million and $5.8 million, respectively. Cash used in operating activities primarily relates to net loss for the six months ended June 30, 2026 as well as changes in working capital management. We had net cash used in investing activities of $75 thousand and $159 thousand for the six months ended June 30, 2026 and 2025, respectively. Cash used in investing activities is related to purchases of property and equipment. For the six months ended June 30, 2026 and 2025, we had net cash provided by financing activities of $3.1 million and $6.1 million, respectively. Cash provided by financing activities in the six months ended June 30, 2026 is primarily related to proceeds from the At-the-Market offering program of $3.7 million.
Previous wording
Most significantly, on December 18, 2025, the Company entered into the Eleventh Amendment. The Eleventh Amendment extended the final maturity date of the loans from December 31, 2025, to April 1, 2027, suspended mandatory quarterly amortization payments through June 30, 2026, and replaced the Senior Leverage Ratio financial covenant with a Minimum Consolidated Adjusted EBITDA covenant commencing with the quarter ending March 31, 2026. The Company is also required to maintain qualified cash of at least $1.5 million The Company is also required to meet Borrowing Base covenants with allowed over advances of for the month ending December 31, 2025, $4,000,000; for the month ending January 31, 2026, $4,500,000; for the month ending February 28, 2026, $5,500,000 and (from and after the month ending March 31, 2026 (and each Fiscal Month thereafter), $4,000,000 (the “Permitted Over Advance”). The Eleventh Amendment includes revised mandatory prepayment provisions requiring 50% (or 100% if in default) of net cash proceeds from equity offerings and certain debt to be applied to loan prepayments, with up to $5.0 million allocable for working capital and general corporate purposes.
Current wording
Most significantly, on December 18, 2025, the Company entered into the Eleventh Amendment. The Eleventh Amendment extended the final maturity date of the loans from December 31, 2025, to April 1, 2027, suspended mandatory quarterly amortization payments through June 30, 2026, and replaced the Senior Leverage Ratio financial covenant with a Minimum Consolidated Adjusted EBITDA covenant commencing with the quarter ending March 31, 2026. The Company is also required to maintain qualified cash of at least $1.5 million. The Company is also required to meet Borrowing Base covenants with allowed over advance for the month ending December 31, 2025, $4,000,000; for the month ending January 31, 2026, $4,500,000; for the month ending February 28, 2026, $5,500,000 and from and after the month ending March 31, 2026 (and each Fiscal Month thereafter), $4,000,000 (the “Permitted Over Advance”). The Eleventh Amendment includes revised mandatory prepayment provisions requiring 50% (or 100% if in default) of net cash proceeds from equity offerings and certain debt to be applied to loan prepayments, with up to $5.0 million allocable for working capital and general corporate purposes.
Previous wording
Pursuant to the March 2026 Forbearance Agreement, the Lenders waived the underlying borrowing base defaults for January and February 2026. Pursuant to the May 2026 Forbearance Agreement, the Lenders granted a limited waiver of the borrowing base and Minimum Consolidated Adjusted EBITDA defaults for the periods ended March 31, 2026 and April 30, 2026. As such, the debt outstanding from Boxlight to Whitehawk is classified as Long-Term debt in the financial periods ended March 31, 2026 and December 31, 2025.
Current wording
Pursuant to the March 2026 Forbearance Agreement, the Lenders waived the underlying borrowing base defaults for January and February 2026. Pursuant to the May 2026 Forbearance Agreement, the Lenders granted a limited waiver of the borrowing base and Minimum Consolidated Adjusted EBITDA defaults for the periods ended March 31, 2026 and April 30, 2026. Pursuant to the August 2026 Forbearance Agreement, the Lenders granted a limited waiver of the borrowing base and Minimum Consolidated Adjusted EBITDA defaults for the periods ended May 31, 2026, June 30, 2026, and July 31, 2026. As of June 30, 2026, the debt outstanding from Boxlight to Whitehawk is classified as short-term debt.
Previous wording
In September 2025, the Company completed a registered direct offering of 222,222 shares of Class A common stock at $18.00 per share, generating approximately $4.0 million in gross proceeds. Net proceeds were used for working capital and debt reduction pursuant to the Company’s agreement with its senior lender. This offering was conducted through the Company’s effective shelf registration statement on Form S-3.
Current wording
In September 2025, the Company completed a registered direct offering of 37,037 shares of Class A common stock at $108.00 per share, generating approximately $4.0 million in gross proceeds. Net proceeds were used for working capital and debt reduction pursuant to the Company’s agreement with its senior lender. This offering was conducted through the Company’s effective shelf registration statement on Form S-3.
Previous wording
On February 20, 2026, the Supreme Court of the United States ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the imposition of tariffs, effectively invalidating IEEPA-based tariffs that had been in effect since February 2025. The Company’s diversified supply chain and global revenue base have historically provided a degree of insulation from direct tariff impacts. The elimination of these tariffs is expected to reduce input cost pressures and improve the purchasing environment for the Company’s education and government customers, and may result in refund recoveries for IEEPA tariffs previously paid by the Company or its suppliers during the applicable period. The tariff environment is in a state of flux and the Company is actively pursuing refund recovery activities per the guidelines provided by the Court of International Trade and the US Customs and Border Protection,
Current wording
The Company’s diversified supply chain and global revenue base have historically provided a degree of insulation from direct tariff impacts. The elimination of these tariffs is expected to reduce input cost pressures and improve the purchasing environment for the Company’s education and government customers. We will continue to monitor developments and update our disclosures as circumstances evolve.
Previous wording
To address our near-term liquidity needs, we are pursuing an equity line of credit (the “ELOC”) providing for a maximum aggregate commitment of up to $15 million over a period of up to 24 months. Under the ELOC, we would have the right, at our sole discretion, to sell shares of our Class A common stock to one or more institutional investors at a price equal to up to a 5% discount to the then-current VWAP, with no obligation to draw the full commitment. We intend to use the proceeds for general working capital purposes and to support the commercialization of our Symphony product line, expected to be available in the second half of 2026. Completion of the ELOC is subject to stockholder approval at our 2026 Annual Meeting of Stockholders scheduled for June 2, 2026 of (i) an increase in authorized Class A common stock from 4,166,667 to 55,000,000 shares and (ii) the issuance of shares pursuant to Nasdaq Marketplace Listing Rule 5635(d). If both proposals are approved, we expect to execute the ELOC and file a registration statement on Form S-1 on or before July 31, 2026.
Current wording
To address our near-term liquidity needs, we are pursuing an equity line of credit (the “ELOC”) providing for a maximum aggregate commitment of up to $15 million over a period of up to 24 months. On June 2, 2026, at the Company’s 2026 Annual Meeting of Stockholders, stockholders approved the future issuance of Class A common stock (and/or convertible securities) equal to 20% or more of outstanding shares in a non-public transaction, in accordance with Nasdaq Listing Rule 5635(d), clearing the way for a planned equity line of credit (“ELOC”) of up to $15.0 million. On June 22, 2026, the Company effected a 1-for-6 reverse stock split of its Class A common stock, which proportionately reduced authorized shares of Class A common stock to 694,445. A related proposal to increase authorized Class A shares to 55,000,000 (on a post-split basis) did not receive the requisite approval at the Annual Meeting and was adjourned; at a reconvened meeting held July 23, 2026, stockholders approved the amendment, increasing authorized Class A shares from 694,445 to 55,000,000. We intend to use the proceeds for general working capital purposes, pay down outstanding debt to Whitehawk and to support the commercialization of our Symphony product line, expected to be available in the second half of 2026. We expect to execute the ELOC and file a registration statement on Form S-1 on or before September 30, 2026.
Previous wording
There can be no assurance that we will obtain the required stockholder approvals, execute the ELOC on the terms described or at all. If we are unable to obtain sufficient funding, we may need to reduce or cease operations or pursue other strategic options.
Current wording
There can be no assurance that we will execute the ELOC on the terms described or at all. If we are unable to obtain sufficient funding, we may need to reduce or cease operations or pursue other strategic options.
Previous wording
During the year ended December 31, 2025, the Company raised approximately $0.66 million of net proceeds through sales of its Class A Common Stock under its “at the market” offering program (“ATM Program”). In January 2026, the Company sold the remaining shares available under the “at the market offering” program (“ATM Program”). In total, the Company sold 2,449,653 shares of Class A Common Stock under the program for aggregate proceeds of approximately $4.6 million, after deducting sales agent commissions of $0.14 million but before offering expenses, thereby fully exhausting the capacity of the program.The proceeds were used for working capital and general operating purposes. See Note 11 – Stockholders’ Equity to the consolidated financial statements for additional information regarding the Company’s ATM program.
Current wording
During the year ended December 31, 2025, the Company raised approximately $0.66 million of net proceeds through sales of its Class A Common Stock under its “at the market” offering program (“ATM Program”). In January 2026, the Company sold the remaining shares available under the “at the market offering” program (“ATM Program”). In total, the Company sold 408,276 shares of Class A Common Stock under the program for aggregate proceeds of approximately $4.6 million, after deducting sales agent commissions of $0.14 million but before offering expenses, thereby fully exhausting the capacity of the program. The proceeds were used for working capital and general operating purposes. See Note 11 – Equity to the consolidated financial statements for additional information regarding the Company’s ATM program.
Previous wording
On April 1, 2026, the Company amended its inventory financing arrangement with J.J. Astor & Co., an entity affiliated with Michael Pope, the Company’s Chairman of the Board, pursuant to which $556,200 of outstanding inventory financing obligations was converted into 600,000 shares of Class A common stock at a conversion price of $0.927 per share. The amendment also increased the aggregate Maximum Inventory Purchase Amount available under the agreement from $9.0 million to $10.0 million. Further, the parties agreed that, if the aggregate proceeds from the sale of the Conversion Shares are less than $556,200, the Company shall pay the shortfall in cash within five trading days. Michael Pope, Chairman of the Company’s Board of Directors, and its former president and chief executive officer, is the chief executive officer of J.J. Astor. J.J. Astor is beneficially owned, directly or indirectly, by a private investment fund managed by Mr. Pope.
Current wording
On April 1, 2026, the Company amended its inventory financing arrangement with J.J. Astor & Co., an entity affiliated with Michael Pope, the Company’s Chairman of the Board, pursuant to which $556,200 of outstanding inventory financing obligations was converted into 100,000 shares of Class A common stock at a conversion price of $5.562 per share. The amendment also increased the aggregate Maximum Inventory Purchase Amount available under the agreement from $9.0 million to $10.0 million. Further, the parties agreed that, if the aggregate proceeds from the sale of the Conversion Shares are less than $556,200, the Company shall pay the shortfall in cash within five trading days. Michael Pope, Chairman of the Company’s Board of Directors, and its former president and chief executive officer, is the chief executive officer of J.J. Astor. J.J. Astor is beneficially owned, directly or indirectly, by a private investment fund managed by Mr. Pope.
Previous wording
As of March 31, 2026, the aggregate outstanding obligation under this arrangement was $3.1 million, recorded as related party accounts payable on our consolidated balance sheet. This arrangement represents a form of short-term inventory financing and exposes us to material liquidity, cash flow, and operational risks.
Current wording
As of June 30, 2026, the aggregate outstanding obligation under this arrangement was $2.6 million, recorded as related party accounts payable on our consolidated balance sheet. This arrangement represents a form of short-term inventory financing and exposes us to material liquidity, cash flow, and operational risks.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Research and Development Expenses. Research and development expenses for the six months ended June 30, 2026 and 2025 were $1.9 million and $2.0 million, respectively and represented 3.9% and 3.8% 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.