What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-12 compared with 2025-05-13 · 139 added, 91 removed, 408 unchanged (36% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 8,573 $ 4,666

Accounts receivable, net of allowance for credit losses of $ 100 at March 31, 2025 and December 31, 2024

Accounts receivable, net of allowance for credit losses of $ 100 at June 30, 2025 and December 31, 2024, respectively

Other current assets 894 571

16 unchanged sentences

30,000 shares authorized;

Series A convertible preferred stock, zero shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Series A convertible preferred stock, zero shares issued and outstanding at June 30, 2025 and December 31, 2024

Common stock - $ 0.001 par value;

40,000,000 shares authorized;

19,816,043 and 19,782,311 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

20,025,843 and 19,782,311 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 153,037 152,211

6 unchanged sentences

(In thousands, except shares and per share amounts)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

REVENUES $ 5,123 $ 4,672 $ 10,017 $ 9,352

7 unchanged sentences

OTHER INCOME AND EXPENSE

Other income and expense, net 30 83

Total other income and (expense), net 30 83

Other income, net 47 88 77 157

Total other income, net 47 88 77 157

Net loss before provision for income taxes ( 251 ) ( 127 ) ( 569 ) ( 567 )

10 unchanged sentences

(In thousands, except number of shares)

Three months ended March 31, 2025

Three months ended June 30, 2025

Common Stock Additional

3 unchanged sentences

Shares Amount

BALANCE, December 31, 2024 19,782,311 $ 19 $ 152,211 $ ( 134,483 ) $ 17,747

BALANCE, March 31, 2025 19,816,043 $ 19 $ 152,390 $ ( 134,801 ) $ 17,608

Stock-based compensation – – 202 – 202

Stock option exercises, net of

cashless exercises 181,256 1 445 – 446

Issuance of shares for vested

1 unchanged sentence

Net loss – – – ( 251 ) ( 251 )

BALANCE, June 30, 2025 20,025,843 $ 20 $ 153,037 $ ( 135,052 ) $ 18,005

Three months ended June 30, 2024

Common Stock Additional

Capital Accumulated

Deficit Total

Stockholders’

Shares Amount

BALANCE, March 31, 2024 19,404,561 $ 19 $ 151,166 $ ( 134,007 ) $ 17,178

Three months ended March 31, 2024

Stock-based compensation – – 256 – 256

Stock option exercises, net of

cashless exercises 4,875 – – – –

Issuance of shares for vested

restricted stock grants 83,266 – – — —

Net loss – – – ( 127 ) ( 127 )

BALANCE, June 30, 2024 19,492,702 $ 19 $ 151,422 $ ( 134,134 ) $ 17,307

Six months ended June 30, 2025

Common Stock Additional

5 unchanged sentences

Stock-based compensation – – 381 – 381

Stock option exercises, net of

cashless exercises 181,256 1 445 – 446

Issuance of shares for vested

1 unchanged sentence

Net loss – – – ( 569 ) ( 569 )

BALANCE, March 31, 2024 19,404,561 $ 19 $ 151,166 $ ( 134,007 ) $ 17,178

BALANCE, June 30, 2025 20,025,843 $ 20 $ 153,037 $ ( 135,052 ) $ 18,005

Six months ended June 30, 2024

Common Stock Additional

Capital Accumulated

Deficit Total

Stockholders’

Shares Amount

BALANCE, December 31, 2023 19,354,335 $ 19 $ 150,822 $ ( 133,565 ) $ 17,276

Stock-based compensation – – 600 – 600

Stock option exercises, net of

cashless exercises 4,875 – – – –

Issuance of shares for vested

restricted stock grants 133,492 – – – –

Net loss – – – ( 569 ) ( 569 )

BALANCE, June 30, 2024 19,492,702 $ 19 $ 151,422 $ ( 134,134 ) $ 17,307

See accompanying notes to unaudited condensed financial statements.

2 unchanged sentences

(In thousands)

Three months ended March 31,

Six months ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ ( 569 ) $ ( 569 )

Adjustments to reconcile net loss to net cash provided by operating activities

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Depreciation and amortization 325 145

2 unchanged sentences

Changes in assets and liabilities:

(Increase) Decrease in accounts receivable ( 2,846 ) 1,944

(Increase) Decrease in other current assets and long-term assets ( 200 ) 38

Increase (Decrease) in accounts payable and accrued expenses 251 ( 353 )

Decrease in accounts receivable 1,920 1,371

(Increase) Decrease in other current assets and other assets ( 94 ) 47

(Decrease) in accounts payable and accrued expenses ( 161 ) ( 1,318 )

Increase (Decrease) in deferred revenue 2,037 ( 411 )

Net cash provided by operating activities 750 869

Net cash provided by (used in) operating activities 3,884 ( 312 )

CASH FLOWS FROM INVESTING ACTIVITIES:

4 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercises of stock options 445 —

Repayment of insurance financing arrangements ( 190 ) —

Net cash (used in) financing activities ( 95 ) —

Net cash provided by financing activities 255 —

Net increase in cash 3,907 3,280

14 unchanged sentences

and one Canadian patents.

For the three months ended March 31, 2025, the Company incurred a net loss of $( 318 ) and generated cash from operations of $ 750 .

As of March 31, 2025, the Company had cash and cash equivalents of $ 5,148 , working capital (defined as current assets minus current liabilities) of $ 6,574 and an accumulated deficit of $( 134,801 ).

For the six months ended June 30, 2025, the Company incurred a net loss of $( 569 ) and generated cash from operations of $ 3,884 .

As of June 30, 2025, the Company had cash and cash equivalents of $ 8,573 , working capital (defined as current assets minus current liabilities) of $ 7,082 and an accumulated deficit of $( 135,052 ).

Based on the Company’s business plan and cash resources, Intellicheck expects its existing cash and future resources and revenues generated from operations to satisfy its working capital requirements for at least the next 12 months from the date of filing.

1 unchanged sentence

Certain prior year amounts have been reclassified for consistency with the current quarter presentation.

There was no impact to the statement of operations as result of the change in presentation.

There was no impact to the statement of operations as a result of the change in presentation.

SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary for a fair presentation of the Company’s financial position at March 31, 2025, the results of operations, and stockholders’ equity for the three months ended March 31, 2025 and 2024 and cash flows for the three months ended March 31, 2025 and 2024.

In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary for a fair presentation of the Company’s financial position at June 30, 2025, the results of operations, and stockholders’ equity for the three and six months ended June 30, 2025 and 2024 and cash flows for the six months ended June 30, 2025 and 2024.

All such adjustments are of a normal and recurring nature.

Interim financial statements are prepared on a basis consistent with the Company’s annual financial statements.

Results of operations for the three-month period ended March 31, 2025, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2025.

Results of operations for the three and six month periods ended June 30, 2025, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2025.

The condensed balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements.

2 unchanged sentences

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and

eliminating certain existing requirements.

The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid.

9 unchanged sentences

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes.

Significant estimates and assumptions that affect amounts reported in the financial statements include impairment consideration and valuation of goodwill and intangible assets including software development costs, revenue recognition (including breakage revenue), and the fair value of stock options granted under the Company’s equity compensation plan.

The preparation of the Company’s unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s unaudited condensed financial statements and accompanying notes.

Significant estimates and assumptions that affect amounts reported in the unaudited condensed financial statements include impairment consideration and valuation of goodwill and intangible assets including software development costs, revenue recognition (including breakage revenue), and the fair value of stock options granted under the Company’s equity compensation plan.

Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates.

4 unchanged sentences

Our cash and cash equivalents consist primarily of both cash on deposits with banks, which are maintained with major financial institutions in the United States, and money market funds.

Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, however amounts may exceed FDIC insured limits.

These money market funds are invested in cash, U.S.

Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S.

Treasury, and repurchase agreements secured by such obligations or cash.

These money market funds are rated AAAm by S&P Global Ratings.

Deposit accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, however amounts may exceed FDIC insured limits.

The Company has not experienced any losses with regard to its bank accounts and other investments and believes it is not exposed to any risk of loss on its cash bank accounts or other investments.

1 unchanged sentence

Accounts receivable are reported on the balance sheets at the outstanding principal amount adjusted for an allowance for credit losses and any charge offs.

Effective January 1, 2023, Intellicheck adopted ASU 2016-13, codified as Accounting Standards Codification ("ASC 326").

Effective January 1, 2023, Intellicheck adopted ASU 2016-13, codified as ASC 326.

This impacts how the allowance for credit losses is calculated.

The Company has applied a loss rate method which takes historical data as the basis for calculating the allowance amount, along with the aging out outstanding receivables and other factors like current and forecasted market conditions, and potential future impacts to the industry.

In estimating whether accounts receivable will be collected, the Company performs evaluations of customers and continuously monitors collections and payments and estimates an allowance for credit losses based on collections experience to date and any specific collection issues that have been identified.

The allowance for credit losses is recorded in the period in which revenue is recorded or when collection risk is identified.

estimating whether accounts receivable will be collected, the Company performs evaluations of customers and continuously monitors collections and payments and estimates an allowance for credit losses.

Property and Equipment, Net

6 unchanged sentences

The Company performed its annual impairment test of goodwill in the fourth quarter for the year ended December 31, 2024.

For the three months ended March 31, 2025 and 2024, the Company determined no triggering events existed and as such no impairment charge was required.

For the three and six months ended June 30, 2025 and 2024, the Company determined no triggering events existed and as such no impairment charge was required.

Intangible Assets, net

1 unchanged sentence

The Company amortizes these assets on a straight-line basis over their estimated useful lives, as it represents the pattern of economic benefits consumed.

There were no impairment charges recognized during the three months ended March 31, 2025 and 2024.

There were no impairment charges recognized during the three and six months ended June 30, 2025 and 2024.

The Company capitalizes internal-use software costs which includes costs incurred in connection with the development of new software solutions and enhancements to existing software solutions that are expected to result in increased functionality.

2 unchanged sentences

The Company evaluates the useful lives of these assets and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

There were no impairments of capitalized software development costs for the three months ended March 31, 2025 and 2024.

Long-Lived Assets and Impairment of Long-Lived Assets

5 unchanged sentences

Advertising Costs

Advertising costs, which are expensed as incurred, were $ 25 and $ 78 for the three months ended March 31, 2025 and 2024, respectively.

These costs are recorded as a component of selling, general and administrative expenses within the condensed Statements of Operations.

Advertising costs, which are expensed as incurred, were $ 46 and $ 183 for the six months ended June 30, 2025 and 2024, respectively.

Advertising costs were $ 21 and $ 105 for the three months ended June 30, 2025 and 2024, respectively These costs are recorded as a component of selling, general and administrative expenses within the condensed Statements of Operations.

Retirement Plan

2 unchanged sentences

The Company has elected to contribute a matching contribution equal to 50 % of the first 6 % of an eligible employee’s deferral election.

The Company’s matching contributions were $ 0 for the three months ended March 31, 2025 and 2024.

During the three months ended March 30, 2025 and 2024, funds from the Retirement Plan's forfeiture account were used to fund the matching contributions in accordance with the terms of the Retirement Plan and as such, the Company recorded no expense during the current period related to its retirement plans.

The Company’s matching contributions were $ 29 and $ 0 for the six months ended June 30, 2025 and 2024, respectively.

The Company’s matching contributions were $ 29 and $ 0 for the three months ended June 30, 2025 and 2024, respectively.

During the three and six months ended June 30, 2025 and 2024, funds from the Retirement Plan's forfeiture account were used to fund matching contributions in accordance with the terms of the Retirement Plan and as such, the Company recorded no expense in certain periods related to its retirement plans.

These costs are recorded as a component of selling, general and administrative expenses within the condensed Statements of Operations.

7 unchanged sentences

Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not.

The Company has recorded a full valuation allowance against its net deferred tax assets as of March 31, 2025 and December 31, 2024, as it is more likely than not these assets may not be fully realized due to the uncertainty of the realizability of those assets.

The Company has recorded a full valuation allowance against its net deferred tax assets as of June 30, 2025 and December 31, 2024, as it is more likely than not these assets may not be fully realized due to the uncertainty of the realizability of those assets.

Fair Value of Financial Instruments

1 unchanged sentence

The Company’s financial instruments include cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses.

At March 31, 2025 and December 31, 2024, the carrying value of the Company’s financial instruments approximated fair value, due to their short-term nature.

At June 30, 2025 and December 31, 2024, the carrying value of the Company’s financial instruments approximated fair value, due to their short-term nature.

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable.

4 unchanged sentences

Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

The Company's Level 1 assets consisted primarily of cash and cash equivalents totaling $ 5,148 and $ 4,666 as of March 31, 2025 and December 31, 2024, respectively.

The Company's Level 1 assets consisted primarily of cash and cash equivalents totaling $ 8,573 and $ 4,666 as of June 30, 2025 and December 31, 2024, respectively.

• Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 2 includes financial instruments that are valued using models or other valuation methodologies.

The Company had no Level 2 assets or liabilities as of March 31, 2025 and December 31, 2024.

The Company had no Level 2 assets or liabilities as of June 30, 2025 and December 31, 2024.

• Level 3—Unobservable inputs for the asset or liability.

Financial instruments are considered Level 3 when the fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The Company had no Level 3 assets or liabilities as of March 31, 2025 and December 31, 2024.

The Company had no Level 3 assets or liabilities as of June 30, 2025 and December 31, 2024.

Revenue Recognition and Deferred Revenue

4 unchanged sentences

The Company measures revenue based on the consideration specified in a customer arrangement, and revenue is recognized when the performance obligations in an arrangement are satisfied.

A performance obligation is a promise in a contract to transfer a distinct service to the customer.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer.

The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the customer receives the benefit of the performance obligation.

38 unchanged sentences

In the following tables, revenue is disaggregated by product and service and the timing of revenue recognition.

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Products and services

6 unchanged sentences

$ 5,123 $ 4,672

For the Six Months Ended June 30,

Products and services

SaaS $ 9,948 $ 9,236

Equipment 6 95

$ 10,017 $ 9,352

Timing of revenue recognition

Products transferred at a point in time $ 6 $ 95

Services transferred over time 10,011 9,257

$ 10,017 $ 9,352

Contract balances

The current portion of deferred revenue at March 31, 2025 and December 31, 2024 was $ 4,518 and $ 1,001 , respectively, and primarily consists of revenue recognized over time for software license contracts and hosted subscription

The current portion of deferred revenue at June 30, 2025 and December 31, 2024 was $ 3,038 and $ 1,001 , respectively, and primarily consists of revenue recognized over time for software license contracts and hosted subscription services.

The changes in these balances are related to purchases of a predetermined number of transactions, partially offset by the satisfaction or partial satisfaction of these contracts.

Of the December 31, 2024 balance, $ 780 was recognized as revenue in the three months ended March 31, 2025.

Of the December 31, 2023 balance, $ 555 was recognized as revenue in the three months ended March 31, 2024.

Accounts receivable, net of allowance for credit losses, at March 31, 2025 and December 31, 2024 was $ 7,506 and $ 4,675 , respectively.

The allowance for credit losses at March 31, 2025 and December 31, 2024 was $ 100 and $ 100 , respectively.

Of the December 31, 2024 balance, $ 1,000 was recognized as revenue in the six months ended June 30, 2025.

Of the December 31, 2023 balance, $ 2,130 was recognized as revenue in the six months ended June 30, 2024.

Accounts receivable, net of allowance for credit losses, at June 30, 2025 and December 31, 2024 was $ 2,676 and $ 4,675 , respectively.

The allowance for credit losses at June 30, 2025 and December 31, 2024 was $ 100 .

Transaction price allocated to the remaining performance obligations

3 unchanged sentences

$ 2,588 $ 450 $ — $ 3,038

All consideration from contracts with customers is included in the amounts presented above.

All consideration from contracts with customers is included in the amounts presented above and are classified as a short term liability.

Business Concentrations and Credit Risk

Financial instruments, which subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents.

The Company maintains cash with two financial institutions.

The Company maintains cash with three financial institutions.

The Company performs periodic evaluations of the relative credit standing of these institutions.

2 unchanged sentences

The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for credit losses based upon factors surrounding the credit risk of customers, historical trends, and other market and economic information.

During the three-month period ended March 31, 2025, the Company made sales to three customers that accounted for approximately 56 % of total revenues, 28 %, 19 % and 9 %, respectively, for each customer.

During the six-month period ended June 30, 2025, the Company made sales to three customers that accounted for approximately 58 % of total revenues, 31 %, 18 % and 9 %, respectively, for each customer.

The revenue was primarily associated with commercial identity sales customers.

These three customers represented 81 % of total accounts receivable at March 31, 2025, 64 %, 13 %, and 4 %, respectively, for each customer.

During the three-month period ended March 31, 2024, the Company made sales to the same three customers that accounted for approximately 44 % of total revenues, 19 %, 13 % and 12 %, respectively.

These three customers, in addition with one other customer, represented 56 % of total accounts receivable at March 31, 2024, 36 %, 1 %, 7 %, and 12 %, respectively, for each customer.

These three customers represented 42 % of total accounts receivable at June 30, 2025, 2 %, 34 %, and 6 %, respectively, for each customer.

During the six-month period ended June 30, 2024, the Company made sales to the same three customers that accounted for approximately 45 % of total revenues, 19 %, 14 % and 12 %, respectively.

These three customers, in addition with one other customer, represented 61 % of total accounts receivable at June 30, 2024, 37 %, 1 %, 12 %, and 11 %, respectively, for each customer.

Net Loss Per Share

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net loss $ ( 251 ) $ ( 127 ) $ ( 569 ) $ ( 569 )

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Stock options 1,500,749 1,483,007 1,500,749 1,483,007

12 unchanged sentences

Short-term investments with original maturities of approximately three months or less from the date of purchase are classified within cash and cash equivalents.

Debt investments with original maturities at the date of purchase greater than approximately three months but less than one year are classified as short-term investments, as they represent the investment of cash available for current operations.

Debt investments with original maturities at the date of purchase greater than approximately three months but less than one year

are classified as short-term investments, as they represent the investment of cash available for current operations.

All short-term investments that the Company holds are classified as "held-to-maturity".

The Company has accounted for and disclosed the purchase of its short-term investments in accordance with ASC 320, Investments - Debt Securities.

The following table summarizes the fair value of cash and cash equivalents, and short-term investments as well as any gross unrealized holding gains and losses as of March 31, 2025 and December 31, 2024.

Due to the nature of these assets and the

short-term nature of the U.S.

treasury notes being held to maturity, both these cash and cash equivalents and short-term investments fall under the Level 1 fair value hierarchy as referenced in Note 2.

As of March 31, 2025

As of June 30, 2025

Amortized cost Gross unrealized holding gains Gross unrealized holding losses Estimated fair value

7 unchanged sentences

$ 4,666 $ — $ — $ 4,666

The Company did no t hold any securities that were in an unrealized loss position for more than 12 months as of March 31, 2025.

There were no material realized gains or losses on these specific short-term investments during the three months ended March 31, 2025.

PROPERTY AND EQUIPMENT

The Company did no t hold any securities that were in an unrealized loss position for more than 12 months as of June 30, 2025.

There were no material realized gains or losses on these specific short-term investments during the three months ended June 30, 2025.

PROPERTY AND EQUIPMENT, NET

Property and equipment, net is summarized as follows:

4 unchanged sentences

Less – Accumulated depreciation ( 2,259 ) ( 2,164 )

Depreciation expense for the three months ended March 31, 2025 and 2024 amounted to $ 47 and $ 45 , respectively.

INTANGIBLE ASSETS

The changes in the carrying amount of intangible assets, net for the three months ended March 31, 2025 were as follows:

Depreciation expense for the six months ended June 30, 2025 and 2024 amounted to $ 95 and $ 92 , respectively.

Depreciation expense for the three months ended June 30, 2025 and 2024 amounted to $ 47 and $ 46 , respectively.

INTANGIBLE ASSETS, NET

The changes in the carrying amount of intangible assets, net for the six months ended June 30, 2025 were as follows:

Net balance at December 31, 2024 $ 2,374

1 unchanged sentence

Amortization expense ( 230 )

Net balance at March 31, 2025 $ 2,434

The following tables set forth the components of intangible assets as of March 31, 2025 and December 31, 2024:

As of March 31, 2025

Net balance at June 30, 2025 $ 2,357

The following tables set forth the components of intangible assets as of June 30, 2025 and December 31, 2024:

As of June 30, 2025

Life Adjusted

6 unchanged sentences

$ 3,442 $ ( 1,085 ) $ 2,357

The Company has capitalized $ 2,620 in software development costs as of March 31, 2025.

The Company has capitalized $ 2,667 in software development costs as of June 30, 2025.

As of December 31, 2024

9 unchanged sentences

Three Months Ended

June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

Cost of revenues $ 121 $ 23 $ 225 $ 47

Selling, general and administrative $ 2 $ 2 5 5

The Company's estimated future amortization expense for intangible assets as of March 31, 2025 was as follows:

$ 123 $ 25 $ 230 $ 52

The Company's estimated future amortization expense for intangible assets as of June 30, 2025 was as follows:

Revolving Line of Credit

1 unchanged sentence

income investment account with Citi Personal Wealth Management subject to certain limitations.

The facility bears interest at a rate consistent with Citi Personal Wealth Management’s Base Rate ( 9.00 % at March 31, 2025 and December 31, 2024) minus 2 %.

Interest is payable monthly and as of March 31, 2025 and December 31, 2024, there were no amounts outstanding and unused availability under this facility was $ 2,000 .

The facility bears interest at a rate consistent with Citi Personal Wealth Management’s Base Rate ( 9.00 % at June 30, 2025 and December 31, 2024) minus 2 %.

Interest is payable monthly and as of June 30, 2025 and December 31, 2024, there were no amounts outstanding and unused availability under this facility was $ 2,000 .

The Company is not subject to any financial covenants related to this revolving line of credit.

13 unchanged sentences

In addition to the NOLs, the Company has approximately $ 700 of research and development credits.

ASC 740 requires evaluation of uncertain tax positions and as of March 31, 2025, the Company has no material uncertain tax positions.

ASC 740 requires evaluation of uncertain tax positions and as of June 30, 2025 and December 31, 2024, the Company has no material uncertain tax positions.

STOCKHOLDERS' EQUITY

1 unchanged sentence

To retain and attract qualified personnel necessary for the success of the Company, the Company adopted the 2025 Omnibus Incentive Plan (the “Plan”) covering up to 2,000,000 of the Company’s common shares, pursuant to which officers, directors, key employees and consultants to the Company are eligible to receive incentive stock options, nonqualified stock options and restricted stock units.

All the equity compensation plans prior to Company’s 2015 Omnibus Incentive Plan have been closed.

All the equity compensation plans prior to the Company’s 2025 Omnibus Incentive Plan have been closed.

The Compensation Committee of the Board of Directors administers this Plan and determines the terms and conditions of stock options granted, including the exercise price.

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Compensation cost recognized:

1 unchanged sentence

Research and development 34 14 44 23

$ 202 $ 72 $ 379 $ 405

Stock Options

16 unchanged sentences

Exercised ( 181,256 ) $ — — —

Outstanding at March 31, 2025 1,136,854 $ 2.95 3.63 years $ 665

Exercisable at March 31, 2025 632,919 $ 3.50 3.09 years $ 297

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they all exercised their options on March 31, 2025.

Outstanding at June 30, 2025 1,500,749 $ 2.88 4.13 years $ 4,203

Exercisable at June 30, 2025 667,753 $ 3.41 2.28 years $ 1,717

This amount changes based upon the fair market value of the Company’s stock.

Restricted Stock Units

The Company periodically issues RSUs which are equity-based instruments that may be settled in shares of common stock of the Company.

The Company periodically issues RSUs which are equity-based instruments that are settled in shares of common stock of the Company.

The Company issues RSUs to certain directors as compensation which vest with the passage of time.

7 unchanged sentences

Vested and settled in shares ( 62,533 ) 2.68

Outstanding at March 31, 2025 28,544 $ 2.89

As of March 31, 2025, there was approximately $ 605 of total unrecognized compensation costs, related to all unvested stock options and RSUs.

Outstanding at June 30, 2025 11,428 $ 5.25

As of June 30, 2025, there was approximately $ 1,227 of total unrecognized compensation costs, related to all unvested stock options and RSUs.

These costs are expected to be recognized as compensation expense over a weighted-average period of approximately 2.40 years.

The Company had 829,077 shares available for future grants under the Company's equity compensation plans at March 31, 2025.

The Company had 2,000,000 shares available for future grants under the Company's equity compensation plans at June 30, 2025.

COMMITMENTS AND CONTINGENCIES

The Company leases an office in Melville, New York, on a month-to-month basis.

Rent expense, which includes utilities, was $ 7 and $ 4 for the three months ended March 31, 2025 and 2024, respectively, and is included in selling, general and administrative expenses on the condensed Statements of Operations.

The Company determines if an arrangement is a lease at lease inception.

The arrangement is a lease if it conveys the right to the Company to control the use of identified property, plant, or equipment for a period of time in exchange for consideration.

The Company did no t have an Operating Lease ROU or Operating Lease Liability as of March 31, 2025, as its office lease is on a month-to-month term and allows for either party to terminate the lease without a significant penalty.

Rent expense, which includes utilities, was $ 7 and $ 11 for the three months ended June 30, 2025 and 2024, respectively, and $ 14 and $ 15 for the six months ended June 30, 2025 and 2024, respectively, and is included in selling, general and administrative expenses on the condensed Statements of Operations.

Loss Contingencies and Legal Costs

9 unchanged sentences

If any unfavorable ruling was to occur in any specific period or if a loss becomes probable and estimable, there exists the possibility of a material adverse impact on the Company’s results of operations, financial position or cash flows.

As of March 31, 2025, no material amounts are recorded related to legal proceedings on the balance sheets.

The Company was served a class action complaint in March 2024 alleging violations of the Illinois Biometric Information Privacy Act.

The litigation was dismissed in April 2025.

As such, the Company has not recognized a liability in regards to this matter.

As of June 30, 2025, no material amounts are recorded related to legal proceedings on the balance sheets.

Subsequent Events

1 unchanged sentence

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 1. Financial Statements