What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-31 · 219 added, 231 removed, 642 unchanged (41% of the section changed)

23 unchanged sentences

Insider Adoption or Termination of Trading Arrangements:

During the fiscal year ended December 31, 2024, none of our directors or officers informed us of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

During the three months ended December 31, 2025, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as follows:

On December 17, 2025 , Bryan Lewis , our Chief Executive Officer , adopted a Rule 10b5-1 arrangement for the sale of 80,000 shares of our Common Stock, subject to certain conditions.

The arrangement’s expiration date is July 31, 2026 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

17 unchanged sentences

Statement of Cash Flows for the years ended December 31, 2025 and 2024

3.1 Certificate of Incorporation of the Company (1)

3.2 Amendment to the Certificate of Incorporation of the Company (2)

3.3 Certificate of Amendment to the Certificate of Incorporation of the Company (3)

3.4 Certificate of Amendment to the Certificate of Incorporation of the Company (4)

3.1 Certificate of Incorporation of the Company (as amended through the date hereof, compiled for SEC filing purposes) **)

3.2 Amended and Restated By-laws of the Company (1)

1 unchanged sentence

4.2 Description of our Common Stock (3)

10.1 2015 Omnibus Incentive Plan, as Amended (7) *

10.1 2025 Omnibus Incentive Plan (4) *

10.2 Jonathan Robins Employment Agreement (5) *

1 unchanged sentence

10.4 Adam Sragovicz Employment Agreement (7) *

10.5 Jeffrey Ishmael Employment Agreement (11)*

10.6 Jeffrey Ishmael Option Cancellation Agreement (12) *

10.7 Jeffrey Ishmael RSU Agreement (12) *

10.5 Separation Agreement dated as of July 12, 2024 by and between the Registrant and Jeffrey Ishmael (7) *

15 unchanged sentences

** Filed herewith.

(1) Incorporated by reference to Registration Statement on Form SB-2 (File No.

333-87797) filed September 24, 1999.

(2) Incorporated by reference to Registrant’s Current Report on Form 8-K filed October 28, 2009.

(1) Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 14, 2007.

(4) Incorporated by reference to Registrant’s Current Report on Form 8-K filed May 9, 2017.

(5) Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 14, 2007.

(2) Incorporated by reference to Registrant’s Annual Report on Form 10-K filed March 11, 2010.

(7) Incorporated by reference to Registrant’s Proxy Statement on Schedule 14A filed March 28, 2022.

(3) Incorporated by reference to Registrant's Statement on Form SB-2 (File No.

333-87797) filed September 24, 1999.

(4) Incorporated by reference to Annex A to Registrant's Proxy Statement on Schedule 14A filed April 11, 2025.

(5) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed May 14, 2024.

1 unchanged sentence

(7) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q filed November 14, 2024.

(11) Incorporated by reference to Registrant's Annual Report on Form 10-K filed March 28, 2023.

(12) Incorporated by reference to Registrant’s Current Report on Form 8-K filed March 31, 2023.

(8) Incorporated by reference to Registrant’s Current Report on Form 8-K filed October 28, 2009.

(9) Incorporated by reference to Registrant’s Annual Report on Form 10-K filed March 31, 2025.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders', Board of Directors, and Audit Committee of Intellicheck, Inc.

To the Stockholders, Board of Directors, and Audit Committee

Intellicheck, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Intellicheck, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related statements of operations, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of December 31, 2025 and 2024, the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter - Capitalized Software Development Costs

As discussed in Note 2 to financial statements, the Company develops software for internal use and capitalizes the software development costs incurred during the application development stage.

Costs are capitalized when preliminary development efforts are successfully completed, it is probable that the project will be completed, and the software will be used as intended.

The Company stops capitalizing costs when the software is substantially complete and ready for its intended use, including the completion of all significant testing.

Costs are amortized on a straight-line basis over the estimated useful life of the related asset.

The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditure will result in additional functionality, and expenses costs incurred for maintenance and minor upgrades and enhancements.

We identified capitalized software costs as a critical audit matter.

Our principal considerations for this determination is the level of subjectivity in management’s determination of whether the time and related costs incurred on software development projects have met the capitalization criteria and is accurately allocated to projects.

There is a high degree of auditor judgment and subjectivity involved in evaluating the audit evidence supporting management’s determinations, particularly as is relates to evaluating the capitalization of internal labor costs.

Software-as-a-Service revenue recognition

As described in Note 2 to the financial statements, the Company’s revenues are primarily derived from Software-as-a-Service (“SaaS”) subscription sales arrangements including but not limited to fixed subscriptions and usage-based contracts.

The Company also recognizes an estimate for breakage revenue from its usage-based contracts for unused prepaid transactions in certain SaaS arrangements, which represents approximately 2% of total revenues for the year ended December 31, 2025.

We identified revenue recognition for SaaS arrangements as a critical audit matter.

The principal considerations for this determination is the high degree of auditor judgment in evaluating the contractual terms and breakage revenue estimate from its usage-based contracts and overall effort in auditing these arrangements.

Our primary audit procedures in response to the critical audit matter included:

• Obtaining an understanding and evaluated the design and implementation of internal controls related to management's process for evaluating software development costs and the nature of software development costs capitalized.

• Testing the completeness and accuracy of data used by management to support the capitalization of internal-use software.

• Testing management’s process for determining eligibility of costs qualifying for capitalization.

• Evaluating the reasonableness of management’s significant assumptions related to eligibility and allocation of software development costs particularly as it relates to internal labor costs..

• Testing a sample of payroll-related costs to assess whether such costs were capitalized in accordance with the capitalization criteria inclusive of corroborative interviews of personnel involved in software development.

• Evaluating the design and implementation of controls relating to the revenue recognition process, including the identification of performance obligations, controls over customer utilization data, and recording of revenue.

• Testing the completeness and accuracy of transactional data used to recognize revenue.

• Testing management’s process in developing the breakage revenue estimate including significant data and assumptions such as the number of scans used and relevant contract terms.

• Testing a sample of revenue transactions through inspecting source documents such as contracts, invoices and cash receipts.

/s/ Forvis Mazars, LLP

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Cash and cash equivalents $ 9,650 $ 4,666

Short-term investments — 5,000

Accounts receivable, net of allowance for credit losses of $ 157 and $ 100 as of December 31, 2025 and 2024, respectively

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Accrued expenses 1,897 1,742

Equity awards liability — 4

Liability for shares withheld — 190

Deferred revenue, current portion 1,001 2,209

Deferred revenue 1,661 1,001

Total current liabilities 3,784 3,186

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30,000 shares authorized;

Series A convertible preferred stock, zero shares issued and outstanding as of December 31, 2024 and 2023, respectively

Series A convertible preferred stock, zero shares issued and outstanding as of December 31, 2025 and 2024

Common stock – $ 0.001 par value;

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Total operating expenses 19,414 19,334

Loss from operations ( 1,168 ) ( 2,276 )

Interest and other income 283 234

Total other income 283 234

Net loss before provision for (benefit from) income taxes ( 885 ) ( 2,042 )

Provision for (benefit from) income taxes 33 ( 62 )

Net loss $ ( 918 ) $ ( 1,980 )

Income (loss) from operations 1,086 ( 1,168 )

OTHER INCOME AND EXPENSE

Other income, net 245 283

Total other income, net 245 283

Net income (loss) before provision for income taxes 1,331 ( 885 )

Provision for income taxes 58 33

Net income (loss) $ 1,273 $ ( 918 )

PER SHARE INFORMATION:

Loss per common share -

Basic/Diluted $ ( 0.05 ) $ ( 0.10 )

Income (loss) per common share -

Basic $ 0.07 $ ( 0.05 )

Diluted $ 0.06 $ ( 0.05 )

Weighted average common shares used in computing per share amounts -

Basic/Diluted 19,327,132 19,243,179

Basic 19,546,473 19,327,132

Diluted 20,151,749 19,327,132

The accompanying notes are an integral part of these financial statements.

9 unchanged sentences

Stock-based compensation — — 1,082 — 1,082

Issuance of common stock for vested

restricted stock grants and earned

performance stock grants 421,689 — — — —

Shares forfeited in exchange for withholding

taxes ( 24,720 ) — ( 57 ) — ( 57 )

Stock option exercises, net of cashless

exercises 179,875 — 307 — 307

Issuance of shares for vested restricted stock

grants 248,101 — — — —

Net loss — — — ( 918 ) ( 918 )

5 unchanged sentences

grants 82,839 — — — —

Net loss — — — ( 918 ) ( 918 )

Net income — — — 1,273 1,273

BALANCE, December 31, 2025 20,225,323 $ 20 $ 153,887 $ ( 133,210 ) $ 20,697

5 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ ( 918 ) $ ( 1,980 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss) $ 1,273 $ ( 918 )

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

Depreciation and amortization 703 436

Stock-based compensation 777 876

Allowance for credit losses 248 49

Change in accrued interest and accretion of discount on short-term investments — ( 206 )

Credit loss expense 145 248

Changes in assets and liabilities:

(Increase) in accounts receivable ( 219 ) ( 2,115 )

Decrease (increase) in other current assets 121 ( 84 )

Decrease (increase) in other assets 82 ( 82 )

(Decrease) increase in accounts payable and accrued expenses ( 1,946 ) 616

(Decrease) increase in deferred revenue ( 1,209 ) 1,302

Decrease (increase) in accounts receivable 1,165 ( 219 )

(Increase) decrease in other current assets ( 130 ) 121

Decrease in other assets 8 82

(Decrease) in accounts payable and accrued expenses ( 61 ) ( 1,946 )

Increase (decrease) in deferred revenue 661 ( 1,209 )

(Decrease) in liability for shares surrendered — ( 190 )

Increase (decrease) in other current liabilities 25 ( 25 )

Net cash used in operating activities ( 2,694 ) ( 647 )

Increase in other current liabilities — 25

Net cash provided by (used in) operating activities 4,541 ( 2,694 )

CASH FLOWS FROM INVESTING ACTIVITIES:

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Proceeds from maturity of short-term investments — 5,000

Purchases of short-term investments — ( 4,914 )

Software development costs ( 213 ) ( 2,048 )

Net cash provided by (used in) investing activities 2,895 ( 414 )

Net cash (used in) provided by investing activities ( 265 ) 2,895

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercises of stock options 898 307

Proceeds from insurance financing arrangement 320 49

Withholding taxes paid on RSU vesting — ( 57 )

Repayment of insurance financing arrangement ( 142 ) ( 147 )

Net cash provided by (used in) provided by financing activities 485 ( 155 )

Net increase (decrease) in cash 686 ( 1,216 )

CASH, beginning of year 3,980 5,196

CASH, end of year $ 4,666 $ 3,980

Proceeds from financing arrangement — 320

Repayment of financing arrangement ( 190 ) ( 142 )

Net cash provided by financing activities 708 485

Net increase in cash 4,984 686

CASH AND CASH EQUIVALENTS, beginning of year 4,666 3,980

CASH AND CASH EQUIVALENTS, end of year $ 9,650 $ 4,666

Supplemental disclosures of cash flow information:

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and one Canadian patents.

For the year ended December 31, 2024, the Company incurred a net loss of $( 918 ) and had net cash used in operating activities of $( 2,694 ).

For the year ended December 31, 2025, the Company generated net income of $ 1,273 and realized cash provided by operating activities of $ 4,541 .

As of December 31, 2025, the Company had cash and cash equivalents of $ 9,650 , working capital (defined as current assets minus current liabilities) of $ 10,123 and an accumulated deficit of $ 133,210 .

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

Short-term investments

Short-term investments include investments in U.S.

treasury notes.

Debt investments with original maturities at the date of purchase greater than approximately three months but less than a 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" as the Company has the intent and ability to hold these investments until maturity.

See Note 3 for more detail and a breakdown of the Company's short-term investments.

Accounts Receivable

Accounts Receivable, net

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 ASC 326.

INTELLICHECK, INC.

NOTES TO FINANCIAL STATEMENTS

( All dollar amounts are rounded to thousands, except share data )

impacts how the allowance for doubtful accounts is calculated.

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

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.

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

INTELLICHECK, INC.

NOTES TO FINANCIAL STATEMENTS

( All dollar amounts are rounded to thousands, except share data )

Property and Equipment, net

Property and equipment are recorded at cost and are depreciated over their estimated useful lives ranging from three to seven years using the straight-line method.

Property and equipment are recorded at cost and are depreciated and amortized over their estimated useful lives ranging from three to seven years using the straight-line method.

Expenditures for maintenance and repairs are charged to operations as incurred.

Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations.

Pursuant to ASC 350, the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances.

Pursuant to ASC 350 " Intangibles - Goodwill and Other ", the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances.

Under authoritative guidance, the Company first assesses qualitative factors to determine whether it is necessary to perform step one of the quantitative goodwill impairment test.

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Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price.

The Company performed its annual impairment test of goodwill in the fourth quarter for the years ended December 31, 2024 and 2023, more detail about this is referenced in Note 5.

The Company performed its annual impairment test of goodwill in the fourth quarter for the years ended December 31, 2025 and 2024.

More detail about this is referenced in Note 5.

For the years ended December 31, 2025 and 2024, the Company determined no impairment charge was required.

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The Company’s long-lived assets include property and equipment and intangible assets.

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable in accordance with Accounting Standards Codification (“ASC”) 350 (“ Intangibles – Goodwill and Other ”) and ASC 360 (“ Property, Plant and Equipment ”).

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable in accordance with ASC 350 “ Intangibles – Goodwill and Other ” and ASC 360 “ Property, Plant and Equipment ”.

To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows, without interest charges, will be less than the carrying amount of the assets.

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There were no impairments of long-lived assets for the years ended December 31, 2025 and 2024.

Revenue Recognition and Deferred Revenue

Most license fees and services revenue are generated from a combination of fixed-price and per-scan contracts.

Under the per-scan revenue model, customers are charged a fee each time the customer scans an identity document, such as a driver’s

INTELLICHECK, INC.

1 unchanged sentence

( All dollar amounts are rounded to thousands, except share data )

Revenue Recognition and Deferred Revenue

Most license fees and services revenue are generated from a combination of fixed-price and per-scan contracts.

Under the per-scan revenue model, customers are charged a fee each time the customer scans an identity document, such as a driver’s license, with the Company’s software.

license, with the Company’s software.

Under the fixed-price revenue model customers are charged a fixed monthly fee either per device or physical business location to access the Company’s software.

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The fixed and variable performance obligations are recognized monthly based on the contract terms.

The Company also has a revenue model where customers purchase access to the Company's platform that includes a fixed, non-refundable annual access fee associated with a spend commitment that grants the customers stand-ready access to the platform.

Revenue for this access is recognized ratably over the contract term, consistent with the nature of the stand-ready service.

Invoicing is based on schedules established in customer contracts.

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Product returns are estimated and recorded as a reduction to revenue, however, such amounts are immaterial.

The Company has not capitalized any costs to obtain a contract as the period of amortization for these associated costs would have been recognized over a period that is one year or less and the Company elected the practical expedient to expense those costs as incurred.

The Company has capitalized costs related to obtaining contracts under the access fee model.

Costs to obtain a contract are amortized over the expected period of benefit to which they are related.

Nature of goods and services

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Under the per-scan revenue model, the customer requires access to the Company's hosted subscription service but revenue is recognized over time as the customer scans an identity document.

Equipment Revenue

Revenue from the sale of equipment is recognized at a point in time.

The point in time that the revenue is recognized is when the customer has control of the equipment which is when the customer receives the benefit and the Company’s

INTELLICHECK, INC.

1 unchanged sentence

( All dollar amounts are rounded to thousands, except share data )

Equipment Revenue

Revenue from the sale of equipment is recognized at a point in time.

The point in time that the revenue is recognized is when the customer has control of the equipment which is when the customer receives the benefit and the Company’s performance obligation has been satisfied.

Depending on the contract terms, that could either be at the time the equipment is shipped or at the time the equipment is received.

performance obligation has been satisfied.

Depending on the contract terms, that could either be at the time the equipment is shipped to the customer or at the time the equipment is received by the customer.

Other Revenue

Other revenues, which historically have not been material, consist primarily of revenues from other subscription and support services, extended warranties and one-time implementation services.

The Company’s revenues from other subscription and support services includes jurisdictional updates to certain commercial customers and support services particularly to its Defense ID® customers.

The Company’s revenues from other subscription and support services includes jurisdictional updates to certain commercial customers and support services.

These subscriptions require continuing service or post contractual customer support and performance.

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Contract balances

The current portion of deferred revenue at December 31, 2024 and 2023 was $ 1,001 and $ 2,209 , respectively, and primarily consists of revenue that is recognized over time for software license contracts and hosted subscription services.

The deferred revenue at December 31, 2025 and 2024 was $ 1,661 and $ 1,001 , respectively, and primarily consists of revenue that is recognized over time for software license contracts and hosted subscription services.

The changes in these balances are related to the satisfaction or partial satisfaction of these contracts.

The entire December 31, 2023, current deferred revenue balance was recognized as revenue in the year ended December 31, 2024.

The entire December 31, 2024, deferred revenue balance was recognized as revenue in the year ended December 31, 2025.

INTELLICHECK, INC.

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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 as well as short-term investments totaling approximately $ 4,666 and $ 8,980 as of December 31, 2024 and 2023, respectively.

The Company's Level 1 assets consisted primarily of cash and cash equivalents totaling approximately $ 9,650 and $ 4,666 as of December 31, 2025 and 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 $ 0 and $ 4 of Level 2 liabilities as of December 31, 2024 and 2023 respectively, for certain liability-classified stock options.

The fair value of these awards were determined by utilizing a Black-Scholes option pricing model.

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

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

1 unchanged sentence

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

There were no transfers into or out of Level 3 measurements in 2024 and 2023.

Business Concentration and Credit Risk

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

The Company maintains cash at two financial institutions.

The Company maintains cash at three financial institutions.

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

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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 year ended December 31, 2024, the Company made sales to three customers that accounted for approximately 50 % of revenue, 20 %, 18 % and 12 %, respectively.

During the year ended December 31, 2025, the Company made sales to three customers that accounted for approximately 55 % of revenue;

31 %, 16 % and 8 %, respectively.

The revenue was associated with commercial identity sales customers.

4 unchanged sentences

39 %, 23 %, and 4 %, respectively, of its December 31, 2024 accounts receivable balance.

As of December 31, 2024, the Company had four suppliers to produce its input devices.

The Company has modified its software to operate in Windows-based systems and can integrate with different hardware platforms that are readily available in the marketplace.

The Company does not maintain a manufacturing facility of its own and is not dependent on maintaining its production relationships due to the flexibility of its software to run on multiple existing platforms.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period.

Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock and potentially dilutive common stock equivalents outstanding during the period.

The dilutive effect of these common stock equivalents comprising of outstanding options, warrants and restricted stock is reflected in diluted earnings per share by application of the treasury stock method.

The calculation of

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock equivalents outstanding during the period.

The dilutive effect of these common stock equivalents comprising of outstanding options and restricted stock is reflected in diluted earnings per share by application of the

INTELLICHECK, INC.

1 unchanged sentence

( All dollar amounts are rounded to thousands, except share data )

diluted net loss per share excludes all anti-dilutive shares.

treasury stock method.

The calculation of diluted net loss per share excludes all anti-dilutive shares.

In a period of net loss, all common stock equivalents are considered anti-dilutive.

Net loss $ ( 918 ) $ ( 1,980 )

Net income (loss) $ 1,273 $ ( 918 )

Weighted average common shares –

2 unchanged sentences

Diluted 20,151,749 19,327,132

Net loss per share –

Net income (loss) per share –

Basic $ 0.07 $ ( 0.05 )

12 unchanged sentences

The Chief Executive Officer, as the chief operating decision maker (CODM), reviews the financial information presented for purposes of allocating resources and evaluating its financial performance.

The key measure that the CODM uses to allocate resources and in assessing performance is the Company's net loss.

The key measure that the CODM uses to allocate resources and in assessing performance is the Company's net income (loss).

Accordingly, the Company has determined that it operates in a single reportable segment.

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Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which enhances reporting requirements under Topic 280.

The enhanced disclosure requirements include:

title and position of the Chief Operating Decision Maker (CODM), significant segment expenses provided to the CODM, extending certain annual disclosures to interim periods, clarifying single reportable segment entities must apply ASC 280 in its entirety, and permitting more than one measure of segment profit or loss to be reported under certain circumstances.

The Company adopted this standard effective January 1, 2024 and was applied retrospectively.

The adoption of this new standard did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

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.

1 unchanged sentence

This change is effective for annual periods beginning after December 15, 2024.

This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date.

However, retrospective application in all prior periods presented is permitted.

The Company is currently evaluating the impact of this ASU on its financial statements.

The Company adopted this standard effective January 1, 2025 and was applied retrospectively.

The adoption of this new standard did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is in the process of evaluating the effect that the adoption of these standards will have on its financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This standard allows entities to apply a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

The standard is effective for all the entities for fiscal years beginning after after December 15, 2025, including interim periods within those fiscal years.

Early adoption is permitted, and the standard is to be applied prospectively.

The Company will adopt this ASU in the first quarter of 2026 and adoption is not expected to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which modernizes the accounting for internal-use software by replacing the previous stage-based model and aligning the capitalization process with current development practices, especially agile and iterative methods.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and may be applied prospectively, retrospectively, or using a modified transition approach.

The Company is in process of evaluating the impact of the adoption of this ASU on its financial statements.

Subsequent Events

The Company has evaluated subsequent events through the date these financial statements were issued and determined there are no subsequent events that require disclosure.

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

Short-term investments include investments in U.S.

Treasury notes.

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.

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 I nvestments - Debt Securities .

The following tables summarize the fair value of cash and cash equivalents, and short-term investments as well as any gross unrealized holding gains and losses as of December 31, 2024 and 2023.

Due to the nature of these assets and the short-

The Company has evaluated subsequent events through the date these financial statements were issued and determined there are no subsequent events that require disclosure and/or accrual.

The Company received a class action complaint on January 8, 2026 alleging that the Company collected biometric information from users in Illinois in violation of the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq.

The Company is not able to fully assess the probability and outcome of the matter due to the need to conduct further investigation.

However, it does not currently believe that a material loss is probable nor estimable.

As such, the Company has not recognized a liability and intends to fully defend the matter.

INTELLICHECK, INC.

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( All dollar amounts are rounded to thousands, except share data )

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.

CASH AND CASH EQUIVALENTS

Short-term investments include investments in U.S.

Treasury notes.

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

As of December 31, 2025

1 unchanged sentence

Cash and cash equivalents $ 9,650 $ — $ — $ 9,650

Treasury notes

Total cash, cash equivalents and short-term investments

Total cash, cash equivalents

$ 9,650 $ — $ — $ 9,650

2 unchanged sentences

Cash and cash equivalents $ 4,666 $ — $ — $ 4,666

Treasury notes (1)

5,000 — — 5,000

Total cash, cash equivalents and short-term investments

Total cash, cash equivalents

$ 4,666 $ — $ — $ 4,666

(1) These U.S.

Treasury notes were classified as "held-to-maturity" as they were purchased in August 2023 and will matured in January 2024.

Any coupon payments or accretion of discounts from these short-term investments fall under "Interest and other income" in the Company's Statement of Operations.

The Company did no t hold any securities that were in an unrealized gain/loss position for more than 12 months as of December 31, 2025 and 2024.

5 unchanged sentences

Office equipment 636 631

Less – Accumulated depreciation ( 2,164 ) ( 1,977 )

Depreciation expense for the years ended December 31, 2024 and 2023 amounted to $ 187 and $ 177 , respectively.

Depreciation expense is included in the Statements of Operations within the selling, general and administrative line item.

Less – Accumulated depreciation and amortization ( 2,358 ) ( 2,164 )

Depreciation and amortization expense for the years ended December 31, 2025 and 2024 amounted to $ 195 and $ 187 , respectively.

Depreciation and amortization expense is included in the Statements of Operations within the selling, general and administrative line item.

INTELLICHECK, INC.

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( All dollar amounts are rounded to thousands, except share data )

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS, NET

Identifiable intangible assets

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Developed technology 5 years 400 ( 387 ) 13

Software development 407 — 407

Software development 5 years 2,455 ( 144 ) 2,311

$ 3,230 $ ( 856 ) $ 2,374

The following summarizes amortization of acquisition related intangible assets included in the Statements of Operations:

The following summarizes amortization of intangible assets included in the Statements of Operations:

Years Ended December 31,

16 unchanged sentences

According to ASC 350-20, the company conducted a qualitative assessment (Step 0) to evaluate goodwill for impairment.

For the year ended December 31, 2023, the company bypassed the qualitative assessment and directly performed a quantitative assessment (Step 1), determining that the fair value of the company exceeded its carrying amount.

In the qualitative assessment for the fiscal year ended December 31, 2024, the company found no significant events or circumstances indicating a decline in the value of goodwill.

As a result, the fair value of goodwill remained above its carrying value as of December 31, 2024, and the company did not proceed with a quantitative assessment for that year.

Revolving Line of Credit

The Company maintains a revolving credit facility with Citi Personal Wealth Management that allows for borrowings up to the lesser of (i) $ 2,000 or (ii) the collateralized balance in the Company’s existing fixed income investment account with Citi Personal Wealth Management subject to certain limitations.

The facility bears interest at a rate consistent with the Citi Personal Wealth Management’s Base Rate ( 9.00 % and 8.50 % at December 31, 2024 and December 31, 2023, respectively) minus 2 %.

Interest is payable monthly and as of December 31, 2024 and 2023, there were no amounts outstanding under this facility and unused availability under this facility was $ 2,000 .

According to ASC 350-20, the Company conducted a qualitative assessment (Step 0) to evaluate goodwill for impairment for the years ended December 31, 2025 and 2024.

In the qualitative assessment for the fiscal years ended December 31, 2025 and 2024, the Company found no significant events or circumstances indicating a decline in the value of goodwill.

As a result, the fair value of the reporting unit remained above its carrying value as of December 31, 2025 and 2024, and the Company did not proceed with a quantitative assessment for either year.

As of December 31, 2025, the Company had no outstanding debt, borrowings, or credit facilities.

The Company has not entered into any credit agreements, revolving credit facilities, term loans, or other debt arrangements.

In November 2025, the Company closed the credit facility with Citi Personal Wealth Management that previously allowed for borrowings up to the lesser of (i) $ 2,000 or (ii) the collateralized balance in the Company’s existing fixed income investment account with Citi Personal Wealth Management subject to certain limitations.

The facility bears interest at a rate consistent with the Citi Personal Wealth Management’s Base Rate minus 2 %.

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

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

This credit facility will remain open as long as the Company maintains depository relationship with the financial institution.

ACCRUED EXPENSES

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Incentive bonuses 1,171 465

Sales tax accrual 270 1,064

Sales tax accrual and other 165 251

Insurance financing — 178

Other ( 19 ) 197

$ 1,897 $ 1,742

Insurance Financing Arrangement

INTELLICHECK, INC.

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( All dollar amounts are rounded to thousands, except share data )

Insurance Financing Arrangement

In July 2024, the Company entered into a financing arrangement related to insurance premiums totaling $ 334 with an interest rate of 8.58 %.

1 unchanged sentence

As of December 31, 2025, the Company had $ 0 in remaining commitments related to this financing arrangement.

In February 2023, the Company entered into a financing arrangement related to insurance premiums totaling $ 49 with an interest rate of 9.47 %.

The monthly loan payments of $ 5 were paid to a financing company for a total of 11 months.

As of December 31, 2024, the Company had $ 178 in remaining commitments related to this financing arrangement.

The Company was not subject to any financial covenants related to this insurance financing arrangement.

3 unchanged sentences

The Company’s deferred tax assets are primarily the result of net operating losses (or NOLs).

The Company has recorded a valuation allowance against its net deferred tax assets at December 31, 2024 as it is more likely than not that not all of the deferred tax assets will be realized.

The valuation is based on management’s assessment that it is more likely than not the NOL carryforwards may not be realized in the foreseeable future due to objective negative evidence that the Company would not generate sufficient taxable income to realize the deferred tax assets.

The Company has recorded a valuation allowance against its net deferred tax assets at December 31, 2025 and 2024, as it is more likely than not that not all of the deferred tax assets will be realized.

This determination reflects management's assessment that it is more likely than not that the deferred tax assets will not be realized in the foreseeable future..

For financial reporting purposes, the net pre-tax book income and/or loss for the U.S.

entity, in the aggregate was:

United States $ 1,331 $ ( 885 )

Total 1,331 ( 885 )

The provision for income taxes as of December 31, 2025 and 2024 consists of the following:

Federal $ — $ —

State 33 ( 50 )

Total current tax (benefit) expense 33 ( 62 )

Total deferred tax (benefits) expense — —

Provision for (benefit from) for income taxes

$ 33 $ ( 62 )

Total current tax expense 58 33

Total deferred tax expense — —

Provision for income taxes $ 58 $ 33

A reconciliation of the statutory U.S.

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( All dollar amounts are rounded to thousands, except share data )

Federal income tax benefit at statutory rate 21.00 % 21.00 %

State income taxes, net of federal benefit ( 2.30 ) 0.25

Other permanent items ( 3.01 ) ( 0.30 )

Current tax at U.S.

statutory rate $ 280 21.00 % $ ( 186 ) 21.00 %

State income taxes, net of federal tax effect (a) 59 4.46 35 ( 3.95 )

Tax credits 26 1.97

Change in valuation allowance ( 992 ) ( 74.56 ) 107 ( 12.10 )

Nondeductible Items

Stock-based compensation ( 52 ) ( 3.87 ) 15 ( 1.68 )

Lobbying expense 40 3.00 42 ( 4.73 )

Research and development tax credits — ( 9.66 )

Cumulative deferred adjustments 0.05 ( 31.39 )

Rate change ( 1.99 ) ( 2.22 )

Change in valuation allowance ( 11.75 ) 36.20

Other nondeductible items 4 0.31 27 ( 3.01 )

Change in unrecognized tax benefits 682 51.25

Other 12 0.88 ( 6 ) 0.70

1 unchanged sentence

58 4.44 % 33 ( 3.77 ) %

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets for federal and state income taxes as of December 31, 2024 and 2023 are as follows:

(a) State taxes in Texas made up the majority (greater than 50 percent) of the tax effect in this category.

Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Realization of net deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

The following items comprise the Company's net deferred tax assets and liabilities as of December 31, 2025 and 2024:

Deferred tax assets:

11 unchanged sentences

Deferred tax assets, net of allowance $ 468 $ —

The Company’s available NOL at December 31, 2024 was approximately $ 28,500 , of which $ 10,900 expires between 2035 and 2037.

In accordance with the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), U.S.

NOLs arising in a tax year ending after 2017 in the amount of $ 17,600 will not expire, but are subject to 80% limitation on utilization.

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

Deferred tax liabilities

Depreciation ( 5 ) —

Capitalized R&D Costs ( 463 ) —

Total deferred tax liabilities ( 468 ) —

Total net deferred tax asset (liability) — —

INTELLICHECK, INC.

NOTES TO FINANCIAL STATEMENTS

( All dollar amounts are rounded to thousands, except share data )

The Company recorded an income tax expense of approximately $ 58 and $ 33 for the years ended December 31, 2025 and 2024, respectively, related to state taxes.

The Company files numerous tax returns in various jurisdictions.

1 unchanged sentence

The Company remains open to examination by major taxing jurisdictions from 2021 to date.

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

ASC 740 requires evaluation of uncertain tax positions and as of December 31, 2025, the Company has recorded a full reserve against the R&D credits.

There were no tax interest or penalties recorded in the financial statements for the years ended December 31, 2025 and 2024.

Our unrecognized tax benefits at December 31, 2025 relate entirely to research and development tax credits.

The total amount of tax benefits at December 31, 2025 is $ 682 .

If recognized, none of the unrecognized tax benefits would impact our effective tax rate.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Uncertain Tax Benefits - January 1 $ — $ —

Gross increases - tax positions in prior period 682 —

Gross decreases - tax positions in prior period — —

Gross increases - tax positions in current period — —

Uncertain Tax Benefits - December 31 682 —

Our policy is to recognize interest and penalties related to income taxes as components of income taxes.

We incurred no interest or penalties related to unrecognized tax benefits in the years ended December 31, 2025 or 2024.

We do not anticipate any significant changes in our uncertain tax positions within twelve months of this reporting date.

Valuation Allowance

The Company assesses the realizability of its deferred tax assets on a quarterly basis by evaluating the available positive and negative evidence in accordance with ASC 740.

Significant weight is given to evidence that is objectively verifiable, particularly the Company’s cumulative results over the most recent three-year period.

As of December 31, 2025, the Company was in a three-year cumulative loss position after adjusting for permanent differences between book and taxable income, which constitutes significant negative evidence.

While the Company generated pre-tax income of approximately $ 1,331 for the year ended December 31, 2025, this was insufficient to offset the cumulative losses of approximately $ 2,042 in 2023 and $ 885 in 2024.

Accordingly, the Company determined that a full valuation allowance against its net deferred tax assets remained appropriate as of December 31, 2025.

The valuation allowance was approximately $ 6,677 and $ 7,651 as of December 31, 2025 and 2024, respectively.

The net decrease of approximately $ 975 during 2025 was primarily attributable to the acceleration of deductions related to research and development costs..

If the Company achieves sustained profitability in future periods and the three-year cumulative result transitions to a positive position, the Company may conclude that sufficient positive evidence exists to support a partial or full release of the valuation allowance.

Such a release would result in the recognition of a non-cash deferred income tax benefit in the period the determination is made.

Based on gross deferred tax assets of approximately $ 7,145 as of December 31, 2025, a full release of the valuation allowance would result in a non-cash income tax benefit of up to approximately $ 6,677 , although the actual amount recognized would depend on the circumstances and timing of any such determination.

Net Operating Loss and Tax Credit Carryforwards

INTELLICHECK, INC.

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( All dollar amounts are rounded to thousands, except share data )

The Company recorded an income tax expense of approximately $ 33 for the year ended December 31, 2024 related to state taxes.

The effective tax rate for the years ended December 31, 2024 and 2023 is different from the tax benefit that would result from applying the statutory tax rates primarily due to the recognition of valuation allowances.

In 2024, the valuation allowance increase by approximately $ 104 , primarily related to temporary differences arising from Section 174 capitalized costs and payroll related accruals.

As of December 31, 2025, the Company had federal net operating loss carryforwards of approximately $ 30,520 of which $ 10,892 was generated prior to 2018 and will expire between 2035 and 2037.

The remaining $ 19,628 was generated after 2017 and may be carried forward indefinitely, subject to an annual limitation of 80% of taxable income under the Tax Cuts and Jobs Act of 2017.

The Company also had state net operating loss carryforwards of approximately $ 3,670 as of December 31, 2025, which expire at various dates depending on the jurisdiction.

The Company had federal research and development tax credit carryforwards of approximately $ 682 as of December 31, 2025, which expire at various dates through 2041 if not utilized.

Utilization of the Company’s net operating loss and tax credit carryforwards may be subject to annual limitations in the event of a change in ownership as defined under Section 382 of the Internal Revenue Code and similar state provisions.

The Company has not completed a formal Section 382 analysis to determine whether any ownership changes have occurred since inception.

If such a change has occurred, or occurs in the future, the Company’s ability to utilize its net operating loss and tax credit carryforwards could be materially limited, potentially resulting in a significant portion of the carryforwards expiring unused.

The Company intends to evaluate whether a formal analysis is warranted in connection with future tax planning activities.

The following summarizes the cash taxes paid in for the periods ending December 31, 2025 and 2024:

Federal $ — $ —

Other states 5 —

STOCKHOLDERS’ EQUITY

12 unchanged sentences

The Plan also entitles non-employee directors to receive grants of non-qualified stock options as approved by the Board of Directors.

INTELLICHECK, INC.

NOTES TO FINANCIAL STATEMENTS

( All dollar amounts are rounded to thousands, except share data )

The Company uses the Black-Scholes option pricing model to value the options on the grant date.

9 unchanged sentences

The Company recorded $ 0 and $( 4 ) of credits to stock-based compensation expense in the years ended December 31, 2025 and 2024, respectively, as a result of the change in fair value of these awards.

INTELLICHECK, INC.

NOTES TO FINANCIAL STATEMENTS

( All dollar amounts are rounded to thousands, except share data )

The fair value of the Company’s stock options granted in 2025 that are being classified as equity awards were estimated using the Black-Scholes option pricing model with the following assumptions and weighted average fair values:

13 unchanged sentences

Forfeited ( 472,713 ) 2.42

Exercised ( 179,875 ) 1.72

Outstanding at December 31, 2024 1,153,105 $ 2.94 3.88 years $ 536

4 unchanged sentences

Exercisable at December 31, 2025 590,794 $ 3.51 2.55 years $ 2,208

INTELLICHECK, INC.

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( All dollar amounts are rounded to thousands, except share data )

the-money options) that would have been received by the option holders had they all exercised their options on December 31, 2024.

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 December 31, 2025.

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

24 unchanged sentences

Granted 223,485 4.23

Forfeited ( 70,959 ) 10.04

Vested and settled in shares ( 246,028 ) 2.80

1 unchanged sentence

Granted 58,876 4.54

Forfeited — N/A

Vested and settled in shares ( 83,096 ) 3.31

3 unchanged sentences

( All dollar amounts are rounded to thousands, except share data )

Performance Stock Units

On August 7, 2020, the Company issued 265,942 Performance Stock Units (PSUs) to its officers and certain employees as compensation (“PSU Plan”).

50 % of the PSUs were to vest based on the Company’s market price and 50 % were to vest based on the Company’s Adjusted EBITDA.

Both the conditions were to occur over a specified time and were contingent on continued employment services.

On November 4, 2021, the Company amended its PSU Plan so that 100 % of the PSUs will vest based on the Company’s market price as the sole vesting criteria.

As a result of this amendment, the Adjusted EBITDA performance metric is no longer a vesting criterion.

The fair value of these awards with a market condition was estimated, at the date of grant, using the Monte Carlo Simulation model with compensation expense being determined on the closing market price of the Company’s common stock on the date of grant and is amortized ratably on a straight-line basis over the requisite service period.

Following the amendment mentioned above which provided that the Company's market price is the sole vesting criteria for these awards, compensation expense is charged to operating expenses with a corresponding increase to additional paid-in capital and is not reversed if the vesting criteria is not met.

All outstanding PSUs vested during the year ended December 31, 2023 and as of December 31, 2024 there were no outstanding PSUs.

Shares Weighted

Outstanding at December 31, 2022 177,688 $ 7.91

Forfeited ( 88,844 ) 7.91

Vested and Settled in shares ( 88,844 ) $ 7.91

Outstanding at December 31, 2023 — $ —

Forfeited — —

Vested and Settled in shares — —

Outstanding at December 31, 2024 — $ —

As of December 31, 2025, there was $ 871 of total unrecognized compensation costs, related to all unvested stock options and RSUs.

4 unchanged sentences

Restricted stock units 268 409

Performance stock units — —

$ 876 $ 1,596

INTELLICHECK, INC.

NOTES TO FINANCIAL STATEMENTS

( All dollar amounts are rounded to thousands, except share data )

Stock-based compensation is included in operating expenses as follows:

2 unchanged sentences

Research and development 109 55

$ 876 $ 1,596

As of December 31, 2025, the Company had 2,063,544 shares available for future grants under the Company’s equity compensation plans.

COMMITMENTS AND CONTINGENCIES

The Company leases an office in Melville, New York.

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

Rent expense, which includes utilities, was $ 22 and $ 30 for the years ended December 31, 2025 and 2024, respectively, and is included in selling, general and administrative expenses on the Statement of Operations.

5 unchanged sentences

From time to time, the Company may be involved in lawsuits, claims, investigations and proceedings, consisting of intellectual property, commercial, employment and other matters, which arise in the ordinary course of business.

In accordance with GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

In accordance with Generally Accepted Accounting Principles, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

These provisions are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, ruling, advice of legal counsel and other information and events pertaining to a particular case.

2 unchanged sentences

As of December 31, 2025 and 2024, no material amounts are recorded related to legal proceedings on the balance sheets.

The Company received a class action complaint on March 24, 2024 alleging that the Company collected biometric information from users in Illinois in violation of the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq.

INTELLICHECK, INC.

NOTES TO FINANCIAL STATEMENTS

( All dollar amounts are rounded to thousands, except share data )

The Company is not able to fully assess the probability and outcome of the matter due to the need to conduct further investigation.

5 unchanged sentences

In June 2020, the Company’s executive management team created a 2020 Employee Incentive Plan for all the Company’s non-executives and non-sales personnel.

The incentive payment is based on the Company attaining certain revenue goals for the calendar year 2024 and is based as a percentage of the employee’s salary.

INTELLICHECK, INC.

NOTES TO FINANCIAL STATEMENTS

( All dollar amounts are rounded to thousands, except share data )

The incentive payment is based on the Company attaining certain revenue goals plus individual achievements by each individual for the calendar year 2025 and is based as a percentage of the employee’s salary.

At December 31, 2025 and 2024, this bonus liability for the executive and employee bonus plans amounted to $ 1,171 and $ 464 and is included in Accrued Expenses on the Balance Sheets.

6 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-K

Item 9A. Controls and Procedures