What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-12 compared with 2025-11-12 · 266 added, 315 removed, 198 unchanged (75% of the section changed)

4 unchanged sentences

and related notes thereto included elsewhere in this Form10-Q.

This Form 10-Q contains forward-looking statements that involve risks

and uncertainties.

The statements contained in this Form 10-Q that are not purely historical are forward-looking statements within the

meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act.

This Form10-Q contains forward-looking statements that involve risks and

uncertainties.

The statements contained in this Form10-Q that are not purely historical are forward-looking statements within the meaning

of Section 27a of the Securities Act and Section 21e of the Exchange Act.

When used in this Form10-Q, or in the documents incorporated

16 unchanged sentences

ACCESS Newswire Inc.

its subsidiaries are hereinafter collectively referred to as “ACCESS”, “ACCESS Newswire”, the “Company”,

subsidiaries are hereinafter collectively referred to as “ACCESS”, “ACCESS Newswire”, the “Company”,

“We” or “Our” unless otherwise noted.

Our principal executive

offices are located at One Glenwood Ave., Suite 1001, Raleigh, North Carolina, 27603, and our main telephone number is 888-808-ACCS (2227).

Our website address is https://www.accessnewswire.com.

Both the Company and its

executive officers, announce material financial information to our investors using our investor relations website, SEC filings, investor

events, news and earnings releases, public conference calls, webcasts, and social media.

We use these channels to communicate with our

investors and the public about our company, our products and services and other related matters.

It is possible that information we post

on some of these channels could be deemed to be material information.

Therefore, we encourage investors, the media and others interested

in ACCESS to review the information we post to all our channels, including our social media accounts.

We offer a dynamic customer

platform that empowers businesses to connect, engage and build their brands.

Our platform streamlines Public Relations (PR) and Investor

Relations (IR), helping organizations manage events, enhance communication and strategically distribute their messaging to key stakeholders,

including investors, media professionals, markets, and regulatory systems worldwide.

Today, thousands of customers—from emerging

startups to multi-billion-dollar global brands—trust our ACCESS platforms to elevate their reach and impact.

We are a Delaware corporation

formed in October 1988 under the name Docucon Incorporated.

In December 2007, we changed our name to Issuer Direct Corporation,

and then effective January 27, 2025, we changed our name from Issuer Direct Corporation to ACCESS Newswire Inc.

Our principal executive offices

are located at One Glenwood Ave., Suite 1001, Raleigh, North Carolina, 27603, and our main telephone number is 888-808-ACCS (2227).

website address is https://www.accessnewswire.com.

Both the Company and its executive

officers, announce material financial information to our investors using our investor relations website, SEC filings, investor events,

news and earnings releases, public conference calls, webcasts, and social media.

We use these channels to communicate with our investors

and the public about our company, our products and services and other related matters.

It is possible that information we post on some

of these channels could be deemed to be material information.

Therefore, we encourage investors, the media and others interested in ACCESS

to review the information we post to all our channels, including our social media accounts.

We offer a dynamic customer platform

that empowers businesses to connect, engage and build their brands.

Our platform streamlines Public Relations (PR) and Investor Relations

(IR), helping organizations manage events, enhance communication and strategically distribute their messaging to key stakeholders, including

investors, media professionals, markets, and regulatory systems worldwide.

Today, thousands of customers—from emerging startups

to multi-billion-dollar global brands—trust our ACCESS platforms to elevate their reach and impact.

Specifically, the core products

3 unchanged sentences

We focus on selling to small

and mid-market businesses companies, which we define as companies that have between 2 and 2,000 employees.

In late 2024, we launched our

new subscription platform to existing customers only, and at the beginning of 2025, officially released it as part of our rebrand to ACCESS

As of September 30, 2025, we have 972 subscriptions with an annual recurring revenue (“ARR”) of approximately $11.3

and mid-market businesses, which we define as companies that have between 2 and 2,000 employees.

In late 2024, we launched our new subscription

platform to existing customers only, and at the beginning of 2025, officially released it as part of our rebrand to ACCESS Newswire.

of March 31, 2026, we had 1,004 subscriptions with an annual recurring revenue (“ARR”) of approximately $12.8 million.

Sale of our Compliance Business

February 28, 2025, the Company and Direct Transfer, LLC, its wholly owned subsidiary entered into and closed an Asset Purchase Agreement

(the “Purchase Agreement”) with Equiniti Trust Company, LLC (the “Buyer”).

Pursuant to, and subject to the terms

and conditions of, the Purchase Agreement, the Buyer purchased certain assets related to the Company’s Compliance business (the

“Purchased Assets”).

The Purchased Assets consisted of certain accounts receivable, prepaid assets, contracts and intellectual

property, among other things, related to the Company’s services of providing i) disclosure software and services for financial reporting,

ii) stock transfer services, iii) annual meeting, print and shareholder distribution and fulfillment services and iv) virtual annual meeting

services (but not the intellectual property relating to the virtual annual meeting services).

Revenue related to these services was previously

included in the Company’s “compliance revenue” stream as reported with the SEC in previous filings, except revenue related

to virtual annual meeting services, which was previously reported in the “communications revenue” stream in previous SEC filings.

Additionally, revenue related to providing SEDAR services and revenue related to our whistleblower hotline, which was previously reported

as “Compliance revenue” was retained by the Company.

The Buyer only assumed certain liabilities related to the Purchased Assets,

which includes certain accounts payable, accrued liabilities and deferred revenue.

As a result, assets

associated with our Compliance business, and revenue and expenses associated with the assets, have been categorized as discontinued operations

in our financial statements for the three and nine months ended September 30, 2025 and 2024, while the remaining assets associated with

our Communications business are included in continuing operations.

In previous periods we have

sold our products in different bundles and names, such as Media Suite and/or as a Communications platform.

As part of our rebrand, in

January 2025 we consolidated the naming conventions, product sets and subscriptions to be less onerous on the customers, easier to subscribe

to and significantly clearer to the investment community.

Our communications platform

consists of the following subscriptions:

ACCESS PR – a

subscription that includes press release distribution, media monitoring, pitching and database.

ACCESS IR – a

subscription that includes investor relations website, quarterly earnings calls, and press release distribution to cover the announcement

of your earnings date and actual earnings releases.

On February 28, 2025, the Company

and Direct Transfer, LLC, its wholly owned subsidiary, entered into and closed an Asset Purchase Agreement (the “Purchase Agreement”)

with Equiniti Trust Company, LLC (the “Buyer”).

Pursuant to, and subject to the terms and conditions of, the Purchase Agreement,

the Buyer purchased certain assets related to the Company’s Compliance business (the “Purchased Assets”).

The Purchased

Assets consisted of certain accounts receivable, prepaid assets, contracts and intellectual property, among other things, related to the

Company’s services of providing i) disclosure software and services for financial reporting, ii) stock transfer services, iii) annual

meeting, print and shareholder distribution and fulfillment services and iv) virtual annual meeting services (but not the intellectual

property relating to the virtual annual meeting services).

Revenue related to these services was previously included in the Company’s

“compliance revenue” stream as reported with the SEC in previous filings, except revenue related to virtual annual meeting

services, which was previously reported in the “communications revenue” stream in previous SEC filings.

Additionally, revenue

related to providing SEDAR services and revenue related to our whistleblower hotline, which was previously reported as “Compliance

revenue” was retained by the Company.

The Buyer only assumed certain liabilities related to the Purchased Assets, which included

certain accounts payable, accrued liabilities and deferred revenue.

As a result, assets associated with our Compliance business, and revenue

and expenses associated with the assets, have been categorized as discontinued operations in our financial statements for the years ended

December 31, 2025, while the remaining assets associated with our Communications business are included in continuing operations.

In previous periods we have sold

our products in different bundles and names, such as Media Suite and/or as a Communications platform.

As part of our rebrand, in January

2025 we consolidated the naming conventions, product sets and subscriptions to be less onerous on the customers, easier to subscribe to

and significantly clearer to the investment community.

Our communications platform consists

of the following subscriptions:

ACCESS PR – a subscription

that includes press release distribution, media monitoring, pitching and database.

ACCESS IR – a subscription

that includes investor relations website, quarterly earnings calls, and press release distribution to cover the announcement of your earnings

date and actual earnings releases.

ALL ACCESS – encompasses

the best of both ACCESS PR and ACCESS IR into a customized platform for each customer.

As an option, the Company

provides customers with the ability to purchase stand-alone solutions to try each of its products before subscribing to our platform.

For example, a small company looking to build their brand and tell their story would utilize the press release distribution product from

ACCESS Newswire in a pay-as-you-go option.

As an option, the Company provides

customers with the ability to purchase stand-alone solutions to try each of its products before subscribing to our platform.

a small company looking to build their brand and tell their story would utilize the press release distribution product from ACCESS Newswire

in a pay-as-you-go option.

Products in the Platform

8 unchanged sentences

reporting to maximize impact.

Our platform also includes

a seamless e-commerce experience, allowing customers to self-select distribution options, register, and upload their press releases

for editorial review within minutes.

These innovations have contributed to the historical growth of press release distribution

products, a trend we anticipate will continue in the coming years.

Additionally, we maintain

high gross margins while offering flexible pricing options, enabling customers to pay per release or opt for long-term contract

Our core press release distribution service is integrated into all three ACCESS subscription plans, ensuring

greater value for our customers.

Press Release Optimizer

Our PRO offering, formally Media Advantage Platform, automates media and marketing communications for businesses

seeking to deliver the right message to the right audience at the right time for the right purpose.

Through the PRO offering, we provide

content and media communications services that provide customers the opportunity to optimize their content and increase their media visibility,

therefore building their brand awareness and engaging a larger audience.

With the flexibility of these offerings, customers have the ability

to now choose to add a PRO solution to any of their ACCESS subscriptions.

Our platform also includes a seamless

e-commerce experience, allowing customers to self-select distribution options, register, and upload their press releases for editorial

review within minutes.

These innovations have contributed to the historical growth of press release distribution products, a trend we

anticipate will continue in the coming years.

Additionally, we maintain high

gross margins while offering flexible pricing options, enabling customers to pay per release or opt for long-term contract commitments.

Our core press release distribution service is integrated into all three ACCESS subscription plans, ensuring greater value for our customers.

Media Database .

19 unchanged sentences

contacts and mention analytics into and with a customer’s dashboard of daily activity.

A natural addition to our public relations and investor relations website business.

This product offering can be an add-on to any

customer’s subscription.

Social Monitoring .

monitoring add-on to our ACCESS PR suite of products is a comprehensive brand intelligence solution integrated directly into all new ACCES

PR Subscriptions.

It provides real-time tracking of brand mentions, competitor activity, and industry trends across eight major social

platforms — X (Twitter), Instagram, Facebook, Bluesky, Reddit, YouTube, Weibo, and Threads — all accessible from a single

unified dashboard.

Core capabilities include sentiment analysis, real-time alerts for activity spikes, and competitive benchmarking, enabling

PR and communications teams, brand marketers, and agencies to stay ahead of emerging conversations before they reach mainstream coverage.

By consolidating social monitoring alongside press release distribution, media monitoring, media pitching and analytics within one platform,

ACCESS Newswire eliminates the need for disconnected point solutions and gives users a seamless, end-to-end view of their earned media

impact and social presence.

natural addition to our public relations and investor relations website business.

This product offering can be an add-on to any customer’s

subscription.

The media room suite includes a custom newsroom page builder, a brand asset manager and contact manager.

7 unchanged sentences

media platform to manage all their assets, brands and outreach.

Press Release Optimizer

Our PRO offering, formally Media Advantage Platform, automates media and marketing communications for businesses

seeking to deliver the right message to the right audience at the right time for the right purpose.

Through the PRO offering, we provide

content and media communications services that provide customers the opportunity to optimize their content and increase their media visibility,

therefore building their brand awareness and engaging a larger audience.

With the flexibility of these offerings, customers have the ability

to now choose to add a PRO solution to any of their ACCESS subscriptions.

Webcasting & Events .

1 unchanged sentence

(such as deal/non-deal road shows, analyst days and shareholder days).

Our Webcasting Platform

is a cloud-based webcast, webinar and virtual meeting platform that delivers live and on-demand streaming of events to audiences of all

Our solution allows customers to create, produce and deliver events, which we feel has significantly strengthened our webcasting

product and overall offering.

Our Webcasting Platform is a cloud-based

webcast, webinar and virtual meeting platform that allows customers to create, produce and deliver live and on-demand streaming of events

to audiences of all sizes.

The platform architecture gives us the ability to host thousands of webcasts each year, expanding and diversifying

our webcast business from our historical earnings-based events to include any type of virtual event.

Traditional earnings calls

and webcasts are a highly competitive market with the majority of the business being driven from practitioners in investor relations and

communications firms.

We estimate there are approximately 4,000 companies in North America conducting earnings events each quarter that

include a teleconference, webcast or both as part of their events.

Our platform incorporates other elements of the earnings event, including

earnings date/call announcement, and earnings press release.

There are a handful of our competitors that can offer this integrated full-service

solution today, however, we believe our real-time event setup and integrated approach offers a more effective way to manage the process.

As we expand our platform, it is vital for us to have solutions that service both our core public companies but also a growing segment

of private customers.

Traditional earnings calls and

webcasts are a highly competitive market with the majority of the business being driven from practitioners in investor relations and communications

We estimate there are approximately 4,000 companies in North America conducting earnings events each quarter that include a teleconference,

webcast or both as part of their events.

Our platform incorporates other elements of the earnings event, including earnings date/call

announcement, and earnings press release.

There are a handful of our competitors that can offer this integrated full-service solution

today, however, we believe our real-time event setup and integrated approach offers a more effective way to manage the process.

expand our platform, it is vital for us to have solutions that service both our core public companies but also a growing segment of private

Professional Conference

9 unchanged sentences

conference organizers that is not available elsewhere in the market.

Investor Relations

Our investor relations content network is another component of our platform, which is used to create the investor relations’

tab of a company’s website.

This investor relations content network is a robust series of data feeds including news feeds, stock

feeds, fundamentals, regulatory filings, corporate governance and many other components which are aggregated from most of the major exchanges

Investor Relations Websites .

Our investor relations content network is another component of our platform, which is used to create the investor relations’ tab

of a company’s website.

This investor relations content network is a robust series of data feeds including news feeds, stock feeds,

fundamentals, regulatory filings, corporate governance and many other components which are aggregated from most of the major exchanges

and news distribution outlets around the world.

5 unchanged sentences

and placed into our data feed partners.

During 2023, we released

significant upgrades to our investor relations website that included ADA Compliance (Americans with Disabilities Act) and AODA Compliance

(Accessibility for Ontarians with Disabilities Act) which ensures that people with disabilities have the same access to all areas of a

business's premises, specifically, customers’ websites.

This add-on requires a recurring annual subscription and is delivered fully

integrated into and with our investor relations website offering.

Incident Hotline .

7 unchanged sentences

Results of Operations

Comparison of results of operations for

the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30,

Percentage of Revenue

Cost of Revenues

Operating Expenses:

General and administrative

Sales and marketing

Product development

Depreciation and amortization

Total expenses

Operating loss

Interest income (expense), net

Other expense, net

Income (loss) before income taxes

Income tax expense (benefit)

Net loss from continuing operations

Nine Months Ended September 30,

Comparison of results of operations for the

three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Percentage of Revenue

5 unchanged sentences

Depreciation and amortization

Total expenses

Total operating expenses

Operating loss

Interest income (expense), net

Other expense, net

Interest expense, net

Other income (expense)

Loss before income taxes

1 unchanged sentence

Net (loss) from continuing operations

Total revenue increased $84,000,

or 1%, to $5,723,000 during the three months ended September 30, 2025, as compared to $5,639,000 for the same period in 2024.

Total revenue

decreased $411,000, or 2%, to $16,820,000 during the nine months ended September 30, 2025, as compared to $17,231,000 for the same period

The increase in revenue during the quarter is due to an increase in core press release revenue of approximately 7% as compared

to the same period of the prior year, due to an increase in press release volume.

Although core press release revenue increased 1% for

the nine months ended September 30, 2025, total revenue decreased due to declines among our other product lines.

Total revenue decreased $149,000,

or 3%, to $5,327,000 during the three months ended March 31, 2026, as compared to $5,476,000 for the same period in 2025.

is due to a decrease in revenue from our ProPlan products due to customer attrition and webcasting and events business due to lower revenue

from resellers.

Revenue from our core press release business was flat compared to the same quarter of the prior year.

Revenue backlog

As of September 30, 2025,

our deferred revenue balance was $5,020,000, which we expect to recognize over the next twelve months, compared to $4,743,000 at December

As of March 31, 2026, our deferred

revenue balance was $5,390,000, which we expect to recognize over the next twelve months, compared to $5,265,000 at December 31, 2025,

an increase of 2%.

Deferred revenue primarily consists of advance billings for pre-paid packages of our news distribution products

as well as advance billings for subscriptions of our cloud-based products.

Deferred revenue primarily consists of advance billings for pre-paid packages of our news distribution products as

well as advance billings for subscriptions of our cloud-based products.

Cost of revenues

Cost of revenues consist primarily

Cost of revenues consists primarily

of direct labor costs, newswire distribution costs, teleconferencing costs, and third-party licensing costs.

Cost of revenues increased

$44,000, or 3%, and decreased $178,000, or 4%, during the three and nine months ended September 30, 2025, respectively, as compared to

the same periods of 2024.

The increase for the three months ended September 30, 2025 was primarily due to increases in distribution costs

as we continue to improve our distribution network, partially offset by a reduction in headcount and optimization of our operations teams.

Overall gross margin increased $40,000, or 1%, and decreased $233,000, or 2%, during the three and nine months ended September 30, 2025,

respectively, as compared to the same periods of 2024.

As a result, gross margin percentage remained consistent at 75% and 76% during

the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024.

by $173,000, or 14%, during the three months ended March 31, 2026, as compared to the same period of 2025.

The increase was primarily

due to an increase in distribution costs as well as employee-related expenses.

Overall gross margin decreased $322,000, or 8%, during

the three months ended March 31, 2026, compared to the same period of 2025.

As a result, gross margin percentage decreased to 74% during

the three months ended March 31, 2026, as compared to 78% during the same period of 2025.

General and administrative expenses

General and administrative

expenses consist primarily of salaries, bonuses, stock-based compensation, insurance, fees for professional services, general corporate

expenses (including bad debt expense) and facility and equipment expenses.

General and administrative expenses decreased $409,000 or 22%,

and $185,000, or 3%, during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024.

The decrease for the three months ended September 30, 2025, compared to the prior year is primarily due to a reduction in employee related

expenses, provision for credit losses, as well as indirect costs associated with the Compliance business.

For the nine months ended September

30, 2025, this is partially offset by a benefit to stock compensation expense of $340,000 recorded during the nine months ended September

30, 2024, as a result of the resignation of an executive officer.

As a percentage of revenue,

general and administrative expenses were 26% and 31% for the three and nine months ended September 30, 2025, respectively, as compared

to 34% and 31% for the same periods of 2024.

Sales and Marketing Expenses

General and administrative expenses

consist primarily of salaries, bonuses, stock-based compensation, insurance, fees for professional services, general corporate expenses

(including bad debt expense) and facility and equipment expenses.

General and administrative expenses were $1,781,000 for the three months

ended March 31, 2026, a decrease of $172,000 or 9%, as compared to the same period of 2025.

The decrease is primarily driven by a decrease

in bad debt expense.

As a percentage of revenue, general

and administrative expenses were 33% for the three months ended March 31, 2026, as compared to 36% for the same period of 2025.

Sales and marketing expenses

consist primarily of salaries, stock-based compensation, sales commissions, advertising expenses, tradeshow expenses and other marketing

Sales and marketing expenses increased $34,000, or 2%, and decreased $924,000, or 16%, for the three and nine months ended September

30, 2025, respectively, as compared to the same periods of 2024.

The decrease for the nine months ended September 30, 2025 is primarily

due to lower employee-related expenses and headcount during the first six months of the year, however, for the three months ended September

30, 2025, is more comparable to the prior year.

As a percentage of revenue,

sales and marketing expenses were 28% for the three and nine months ended September 30, 2025, as compared to 28% and 33% for the same

periods of 2024.

Product Development Expenses

Sales and marketing expenses consist

primarily of salaries, stock-based compensation, sales commissions, advertising expenses, tradeshow expenses and other marketing expenses.

Sales and marketing expenses were $1,681,000 for the three months ended March 31, 2026, an increase of $87,000, or 5%, as compared to

the same period of 2025.

This increase is primarily due to higher advertising expenses as we increased the promotion of our new brands.

As a percentage of revenue, sales

and marketing expenses were 32% for the three months ended March 31, 2026, as compared to 29% for the same period of 2025.

Product development expenses

consist primarily of salaries, stock-based compensation, bonuses, and licenses to develop new products and technology to complement and/or

enhance our platform.

Product development expenses increased $13,000, or 2%, and 28,000, or 1%, during the three and nine months ended

September 30, 2025, respectively, as compared to the same periods of 2024.

The increase is primarily due to a reduction in capitalized

software development, partially offset by decreases in headcount and consultants.

No costs were capitalized during the three months ended

September 30, 2025, while $23,000 was capitalized during the nine months ended September 30, 2025.

During the three and nine months ended

September 30, 2024, we capitalized $137,000 and $537,000, respectively.

As a percentage of revenue,

product development expenses were 12% for the three and nine months ended September 30, 2025 and 2024.

Interest Income (Expense), Net

Product development expenses consist

primarily of salaries, stock-based compensation, bonuses, and licenses to develop new products and technology to complement and/or enhance

our platform.

Product development expenses decreased $173,000, or 24%, to $560,000 during the three months ended March 31, 2026, as compared

to the same period of 2025.

The decrease is primarily due to higher capitalization of software, as $99,000 was capitalized during the

three months ended March 31, 2026 compared to $23,000 during the same period of 2025.

Additionally, consulting expenses decreased as compared

to the same period of 2025.

As a percentage of revenue, product

development expenses were 10% for the three months ended March 31, 2026 compared to 13% for the same period of 2025.

Interest expense, net

We recognized interest expense

of $57,000 and $325,000 for the three and nine months ended September 30, 2025, respectively, compared to $280,000 and $1,183,000 during

the same periods of 2024, which is all related to our long-term credit agreement.

The decrease in interest expense for the three and nine

months ended September 30, 2025, is due to the reduction in debt as a result of the pay down from the sale of the compliance business.

These amounts are offset by interest income on deposit and money market accounts of $264,000 and $347,000 for the three and nine months

ended September 30, 2025, respectively, compared to $15,000 and $83,000 for the same periods of the prior year.

of $43,000 for the three-month period ended March 31, 2026, compared to $214,000 during the same period of 2025, which is all related

to our long-term credit agreement.

The decrease in interest expense for the three months ended March 31, 2026, is due to the reduction

in debt as a result of the pay down from the sale of the compliance business.

These amounts are offset by interest income on deposit and

money market accounts of $5,000 and $10,000 for the three months ended March 31, 2026 and 2025, respectively.

Other income (expense)

1 unchanged sentence

the change in fair value of our interest rate swap.

We recognized an income tax

expense of $67,000 and a benefit of $127,000 for the three and nine-month periods ended September 30, 2025, respectively, compared to

income tax benefit of $347,000 and $642,000 for the three and nine-month periods ended September 30, 2024.

For the three and nine-month

periods ended September 30, 2025 and 2024, the variance between our effective tax rate and the U.S.

statutory rate of 21% is primarily

attributable to state income tax, a benefit related to the Foreign Derived Intangible Income ("FDII") deduction and a lower

statutory tax rate applied to the Company's Canadian income.

This is partially offset by additional expense associated with vesting of

stock-based compensation awards

For the three months ended March 31, 2026, Other income (expense) also includes rental

income from our office sub-lease of $12,000.

We recognized income tax benefit

of $121,000 and $185,000 for the three-month periods ended March 31, 2026 and 2025.

For the three-month periods ended March 31, 2026 and

2025, the variance between our effective tax rate and the U.S.

statutory rate of 21% is primarily attributable to state income tax, a

benefit related to the Foreign Derived Intangible Income (“FDII”) deduction and a lower statutory tax rate applied to our Canadian

This is partially offset by additional expense associated with vesting of stock-based compensation awards.

Liquidity and Capital Resources

As of September 30, 2025,

we had $3,261,000 in cash and cash equivalents and $4,137,000 in net accounts receivable.

Current liabilities from continuing operations

as of September 30, 2025, totaled $10,847,000 including the current portion of our long-term debt, accounts payable, deferred revenue,

accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses.

As of September 30, 2025,

our current liabilities from continuing operations exceeded our current assets from continuing operations by $1,846,000.

current liabilities from continuing operations exceed current assets from continuing operations, we believe our ability to renegotiate

our Credit Agreement and ability to continue to generate cash will benefit us in the future.

As of September 30, 2025,

the aggregate principal amount of our Revolving LOC was $1,500,000 and is set to expire June 30, 2026.

As of March 31, 2026, we had $3,487,000

in cash and cash equivalents and $3,596,000 in net accounts receivable.

Current liabilities as of March 31, 2026, totaled $9,862,000 including

the current portion of our long-term debt, accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current

portion of lease liabilities and other accrued expenses.

As of March 31, 2026, our current

liabilities exceeded our current assets by $1,191,000.

While our current liabilities exceed current assets, we believe our ability

to renegotiate our Credit Agreement (as defined in Note 9) and ability to continue to generate cash will benefit us in the future.

As of March 31, 2026, the aggregate

principal amount available under our Revolving LOC was $1,500,000 and is set to expire June 30, 2026.

We currently have no plans to utilize

1 unchanged sentence

If the Company does utilize any funds under the Revolving LOC, the funds will bear interest

at a per annum rate equal to the then current SOFRplus 2.05%.

As of September 30, 2025, there was no outstanding balance under the Revolving

LOCand the interest rate was 6.36%.

at a per annum rate equal to the then current SOFR plus 2.05%.

As of March 31, 2026, there was no outstanding balance under the Revolving

LOC and the interest rate was 5.72%.

See Note 9 to our financial statements for additional information.

Disclosure about Off-Balance Sheet Arrangements

7 unchanged sentences

in the tables below.

Management believes that the

use of EBITDA from continuing operations, Adjusted EBITDA from continuing operations, non-GAAP net income (loss) from continuing operations,

Management believes that the use

of EBITDA from continuing operations, Adjusted EBITDA from continuing operations, non-GAAP net income (loss) from continuing operations,

non-GAAP net income (loss) from continuing operations per share, free cash flow and adjusted free cash flow is helpful to its investors.

7 unchanged sentences

change in fair value of our interest rate swap.

Non-GAAP net income (loss)

from continuing operations is calculated by excluding stock-based compensation expense and amortization expense for acquisition-related

intangible assets from loss from continuing operations and certain other adjustments noted in the tables below.

Non-GAAP net income (loss)

from continuing operations per share is calculated by dividing non-GAAP net income (loss) from continuing operations by the weighted-average

diluted shares outstanding as presented in the calculation of GAAP net income (loss) from continuing operations per share.

varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s

non-cash expenses, management believes that providing non-GAAP financial measures that exclude stock-based compensation expense allows

for more meaningful comparisons between its operating results from period to period.

For business combinations, management generally allocates

a portion of the purchase price to intangible assets.

The amount of the allocation is based on estimates and assumptions made by management

and is subject to amortization.

The amount of purchase price allocated to intangible assets and the term of its related amortization can

vary significantly and are unique to each acquisition and thus management does not believe they are reflective of ongoing operations.

Free cash flow, a non-GAAP

measure, represents cash flow from operating activities less purchase of property and equipment and capitalized software.

Adjusted free

cash flow also deducts certain cash payments which the Company believe to be non-recurring in nature.

Management considers free cash flow

and adjusted free cash flow to be liquidity measures that provide useful information to investors about the amount of cash generated or

used by the business.

Non-GAAP financial measures

may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in the

industry may calculate non-GAAP financial results differently.

In addition, there are limitations in using non-GAAP financial measures

because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used

by other companies and exclude expenses that may have a material impact on our reported financial results.

The presentation of non-GAAP

financial information below and herein are not meant to be considered in isolation or as a substitute for the directly comparable financial

measures prepared in accordance with GAAP.

Investors should review the reconciliation of non-GAAP financial measures to the comparable

GAAP financial measures included below and not rely on any single financial measure to evaluate our business.

Non-GAAP net income (loss) from

continuing operations is calculated by excluding stock-based compensation expense and amortization expense for acquisition-related intangible

assets from loss from continuing operations and certain other adjustments noted in the tables below.

Non-GAAP net income (loss) from continuing

operations per share is calculated by dividing non-GAAP net income (loss) from continuing operations by the weighted-average diluted shares

outstanding as presented in the calculation of GAAP net income (loss) from continuing operations per share.

Because of varying available

valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash expenses,

management believes that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful

comparisons between its operating results from period to period.

For business combinations, management generally allocates a portion of

the purchase price to intangible assets.

The amount of the allocation is based on estimates and assumptions made by management and is

subject to amortization.

The amount of purchase price allocated to intangible assets and the term of its related amortization can vary

significantly and are unique to each acquisition and thus management does not believe they are reflective of ongoing operations.

Free cash flow, a non-GAAP measure,

represents cash flow from operating activities less purchases of property and equipment and capitalized software.

Adjusted free cash flow

also deducts certain cash payments which the Company believe to be non-recurring in nature.

Management considers free cash flow and adjusted

free cash flow to be liquidity measures that provide useful information to investors about the amount of cash generated or used by the

Non-GAAP financial measures may

not provide information that is directly comparable to that provided by other companies in our industry, as other companies in the industry

may calculate non-GAAP financial results differently.

In addition, there are limitations in using non-GAAP financial measures because

the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other

companies and exclude expenses that may have a material impact on our reported financial results.

The presentation of non-GAAP financial

information below and herein are not meant to be considered in isolation or as a substitute for the directly comparable financial measures

prepared in accordance with GAAP.

Investors should review the reconciliation of non-GAAP financial measures to the comparable GAAP financial

measures included below and not rely on any single financial measure to evaluate our business.

A reconciliation of net income

to adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 is presented in the following table (in thousands):

Three Months Ended September 30,

to adjusted EBITDA for the years ended March 31, 2026 and 2025 is presented in the following table (in thousands):

Three Months Ended March 31,

Net loss from continuing operations:

1 unchanged sentence

Interest expense, net

Income tax expense (benefit)

EBITDA from continuing operations

Acquisition and/or integration costs (1)

Other non-recurring expenses (2)

Stock-based compensation expense (3)

Adjusted EBITDA from continuing operations:

Nine Months Ended September 30,

Net loss from continuing operations:

Depreciation and amortization

Interest (income) expense, net

Income tax expense (benefit)

Income tax benefit

EBITDA from continuing operations

4 unchanged sentences

This adjustment gives effect to one-time corporate projects, including acquisition, divestiture and integration related expenses, incurred during the periods.

For the three months ended September 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $2,000 and non-recurring fees of $172,000.

For the nine months ended September 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $80,000, as well as corporate re-brand costs of $132,000 and non-recurring fees of $293,000.

For the three and nine months ended September 30, 2024, this adjustment gives effect to a loss recorded on the change in fair value of our interest rate swap of $343,000 and $124,000, respectively, as well as one-time accounting fees, termination benefits and other non-recurring or unusual expenses of $125,000 and $212,000, respectively.

For the three months ended March 31, 2026, this adjustment reflects the gain on the change in fair value of our interest rate swap of $11,000 and non-recurring expenses of $289,000.

For the three months ended March 31, 2025, this adjustment reflects the loss on the change in fair value of our interest rate swap of $69,000 as well as corporate re-brand costs of $132,000 and non-recurring accounting fees of $35,000.

The adjustments represent stock-based compensation expense from continuing operations related to awards of stock options, restricted stock units, or common stock in exchange for services.

Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.

A reconciliation of net

income to adjusted net income for the three months ended September 30, 2025 and 2024 is presented in the following table (in thousands):

Three Months Ended September 30,

A reconciliation of net income

to adjusted net income for the three months ended March 31, 2026 and 2025 is presented in the following table (in thousands):

Three Months Ended March 31,

Net loss from continuing operations:

6 unchanged sentences

Weighted average number of common shares outstanding – diluted

Nine Months Ended September 30,

Net loss from continuing operations:

Amortization of intangible assets (1)

Stock-based compensation expense (2)

Other unusual items (3)

Discrete items impacting income tax expense (4)

Tax impact of adjustments (5)

Non-GAAP net income (loss) from continuing operations:

Weighted average number of common shares outstanding – diluted

The adjustments represent the amortization of intangible assets related to acquired assets and companies.

1 unchanged sentence

For the three months ended September 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $2,000 and non-recurring fees, including acquisition, integration and divestiture costs of $214,000.

For the three and nine months ended September 30, 2024, this adjustment gives effect to a loss recorded on the change in fair value of our interest rate swap of $343,000 and $124,000, respectively, as well as, one-time accounting fees, termination benefits and other non-recurring or unusual expenses, including acquisition and integration expenses of $168,000 and $362,000, respectively.

For the three months ended March 31, 2026, this adjustment reflects the gain on the change in fair value of our interest rate swap of $11,000 and non-recurring expenses of $289,000.

For the three months ended March 31, 2025, this adjustment reflects the loss on the change in fair value of our interest rate swap of $69,000, one-time corporate projects, including acquisition, divestiture and integration costs of $129,000, corporate re-brand costs of $132,000 and non-recurring accounting fees of $35,000.

This adjustment gives effect to discrete items that impact income tax expense.

For the three and nine months ended September 30, 2025 and 2024, this relates to additional expense associated with vesting of stock-based compensation awards.

For the three months ended March 31, 2026 and 2025, this relates to additional expense associated with vesting of stock-based compensation awards.

This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal tax rate of 21%.

For the three and nine months

ended September 30, 2025 and 2024, free cash flow and adjusted free cash flow were as follows (in thousands):

Three Months Ended September 30,

Net cash provided by operating activities of continuing operations (GAAP)

Payments for purchase of fixed assets and capitalized software

Free cash flow from continuing operations (Non-GAAP)

Cash paid for acquisition and integration related items (1)

Cash paid for other unusual items (2)

Adjusted free cash flow from continuing operations (Non-GAAP)

Nine Months Ended September 30,

Net cash provided by operating activities of continuing operations (GAAP)

For the three months ended March 31, 2026 and 2025, this adjustment relates to additional income tax expense associated with exercise of stock awards.

For the three months ended March

31, 2026 and 2025, free cash flow and adjusted free cash flow were as follows (in thousands):

Three Months Ended March 31,

Net cash provided by operating activities (GAAP)

Payments for purchase of fixed assets and capitalized software

4 unchanged sentences

This adjustment gives effect to one-time corporate projects, including acquisition, divestiture and integration related expenses, paid during the periods.

For the three and nine months ended September 30, 2025, this relates to payments related to our corporate re-brand and other non-recurring fees.

For the three and nine months ended September 30, 2024, this adjustment gives effect to one-time accounting fees, termination benefits and other non-recurring or unusual expenses.

The following statements

are forward looking and are subject to factors that could cause actual results to differ materially from those suggested here, including,

For the three months ended March 31, 2026, this related to payment of non-recurring expenses.

For the three months ended March 31, 2025, this relates to payments related to our corporate re-brand and other non-recurring accounting fees.

The following statements are

forward looking and are subject to factors that could cause actual results to differ materially from those suggested here, including,

without limitation, demand for and acceptance of our services, new developments, competition and general economic or market conditions,

2 unchanged sentences

included in this report.

Market factors like the

current military conflicts in Ukraine, Israel and the Middle East, tariff wars, instability in global energy markets, global inflation

and fluctuations in interest rates have contributed to significant global economic and political uncertainty, disrupted global trade and

supply chains, adversely impacted many industries, and contributed to significant volatility in financial markets.

Overall, despite many

uncertainties in the market regarding the economic and political outlook, we believe the demand for our platforms and services is stable

in a majority of the markets we serve.

We believe there is demand

for our products around the world as companies seek to find better platforms and tools to disseminate and communicate their messages in

a more efficient and collaborative way.

Market factors like the current

military conflicts in Ukraine, Iran and the Middle East overall, tariff wars, instability in global energy markets, global inflation and

the increase of interest rates have contributed to significant global economic and political uncertainty, disrupted global trade and supply

chains, adversely impacted many industries, and contributed to significant volatility in financial markets.

Overall, despite many uncertainties

in the market regarding the economic and political outlook, we believe the demand for our platforms and services is stable in a majority

of the markets we serve.

We believe there is demand for

our products around the world as companies seek to find better platforms and tools to disseminate and communicate their messages in a

more efficient and collaborative way.

We also believe the continued

1 unchanged sentence

We will also continue

to focus on the following key strategic initiatives during the remainder of 2025 and into 2026:

to focus on the following key strategic initiatives during the remainder of 2025:

Expanding our products and adapting to this changing industry,

6 unchanged sentences

Off-Balance Sheet Arrangements

We have no off-balance sheet

arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,

revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

We have no off-balance sheet arrangements

that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues

or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

2 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis