What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-12 compared with 2025-11-12 · 120 added, 199 removed, 372 unchanged (46% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

September 30,

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 10,062 $ 9,650

Accounts receivable, net of allowance for credit losses of $ 104 at September 30, 2025 and $ 100 at December 31, 2024

Accounts receivable, net of allowance for credit losses of $ 157 at March 31, 2026 and December 31, 2025

Other current assets 893 892

16 unchanged sentences

30,000 shares authorized;

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

Series A convertible preferred stock, zero shares issued and outstanding at March 31, 2026 and December 31, 2025

Common stock - $ 0.001 par value;

40,000,000 shares authorized;

20,195,772 and 19,782,311 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

20,239,060 and 20,225,323 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 154,087 153,887

6 unchanged sentences

(In thousands, except share and per share amounts)

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Three months ended March 31,

REVENUES $ 5,524 $ 4,894

14 unchanged sentences

Income (loss) per common share -

Basic/Diluted $ 0.01 $ ( 0.04 ) $ ( 0.01 ) $ ( 0.07 )

Basic $ 0.03 $ ( 0.02 )

Diluted $ 0.03 $ ( 0.02 )

Weighted average common shares used in computing per share amounts

5 unchanged sentences

(In thousands, except number of shares)

Three months ended September 30, 2025

Common Stock Additional

Capital Accumulated

Deficit Total

Stockholders’

Shares Amount

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

Stock-based compensation – – 204 – 204

Stock option exercises, net of

cashless exercises 158,501 – 408 – 408

Issuance of shares for vested

restricted stock grants 11,428 – – – –

Net income – – – 290 290

BALANCE, September 30, 2025 20,195,772 $ 20 $ 153,649 $ ( 134,762 ) $ 18,907

Three months ended September 30, 2024

Common Stock Additional

Capital Accumulated

Deficit Total

Stockholders’

Shares Amount

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

Stock-based compensation – – 265 – 265

Stock option exercises, net of

cashless exercises 7,064 – – – –

Issuance of shares for vested

restricted stock grants 51,199 – – — —

Net loss – – – ( 837 ) ( 837 )

BALANCE, September 30, 2024 19,550,965 $ 19 $ 151,687 $ ( 134,971 ) $ 16,735

Nine months ended September 30, 2025

Three months ended March 31, 2026

Common Stock Additional

5 unchanged sentences

Stock-based compensation – – 200 – 200

Stock option exercises, net of

cashless exercises 339,757 1 853 – 854

Issuance of shares for vested

restricted stock grants 13,737 – – – –

Net loss – – – ( 279 ) ( 279 )

BALANCE, September 30, 2025 20,195,772 $ 20 $ 153,649 $ ( 134,762 ) $ 18,907

Nine months ended September 30, 2024

Net income – – – 636 636

BALANCE, March 31, 2026 20,239,060 $ 20 $ 154,087 $ ( 132,574 ) $ 21,533

Three months ended March 31, 2025

Common Stock Additional

5 unchanged sentences

Stock-based compensation – – 179 – 179

Stock option exercises, net of

cashless exercises 11,939 – – – –

Issuance of shares for vested

1 unchanged sentence

Net loss – – – ( 318 ) ( 318 )

BALANCE, September 30, 2024 19,550,965 $ 19 $ 151,687 $ ( 134,971 ) $ 16,735

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

See accompanying notes to unaudited condensed financial statements.

2 unchanged sentences

(In thousands)

Nine months ended September 30,

Three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ ( 279 ) $ ( 1,406 )

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

Net income (loss) $ 636 $ ( 318 )

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

Depreciation and amortization 193 154

Stock-based compensation 200 177

Allowance for credit losses 63 ( 31 )

Credit loss expense 16 14

Changes in assets and liabilities:

(Increase) Decrease in accounts receivable ( 1,670 ) 1,360

(Increase) Decrease in other current assets and other assets ( 229 ) 167

(Decrease) in accounts payable and accrued expenses ( 25 ) ( 1,493 )

Increase (Decrease) in deferred revenue 3,191 ( 897 )

Net cash provided by (used in) operating activities 2,147 ( 1,373 )

(Increase) in accounts receivable ( 2,391 ) ( 2,846 )

(Increase) in other current assets and other assets ( 2 ) ( 200 )

Increase in accounts payable and accrued expenses 532 251

Increase in deferred revenue 1,261 3,518

Net cash provided by operating activities 445 750

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment ( 33 ) ( 9 )

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

Software development costs — ( 164 )

Net cash (used in) provided by investing activities ( 254 ) 3,120

Net cash used in investing activities ( 33 ) ( 173 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercises of stock options 854 20

Repayment of insurance financing arrangements — ( 95 )

Net cash provided by financing activities 664 20

Net cash used in financing activities — ( 95 )

Net increase in cash 412 482

CASH, beginning of period 4,666 3,980

CASH, end of period $ 7,223 $ 5,747

CASH AND CASH EQUIVALENTS, beginning of period 9,650 4,666

CASH AND CASH EQUIVALENTS, end of period $ 10,062 $ 5,148

Supplemental disclosures of cash flow information:

11 unchanged sentences

and one ( 1 ) Canadian patent.

For the nine months ended September 30, 2025, the Company incurred a net loss of $( 279 ) and generated cash from operations of $ 2,147 .

As of September 30, 2025, the Company had cash and cash equivalents of $ 7,223 , working capital (defined as current assets minus current liabilities) of $ 8,150 and an accumulated deficit of $( 134,762 ).

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 this report.

Reclassifications

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

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

For the three months ended March 31, 2026, the Company realized a net income of $ 636 and generated cash from operations of $ 445 .

As of March 31, 2026, the Company had cash and cash equivalents of $ 10,062 , working capital (defined as current assets minus current liabilities) of $ 11,119 and an accumulated deficit of $( 132,574 ).

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 September 30, 2025, the results of operations, and stockholders’ equity for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 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 March 31, 2026, the results of operations, and stockholders’ equity for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026 and 2025.

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 and nine month periods ended September 30, 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 month periods ended March 31, 2026, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2026.

The condensed balance sheet as of December 31, 2025 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.

1 unchanged sentence

For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Adopted Accounting Pronouncements

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 December 15, 2025, including interim periods within those fiscal years.

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

We adopted ASU 2025-05 in the first quarter of 2026

and elected to apply the practical expedient provided in ASC 326-20-30-10C.

The adoption did not have a material impact on our consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

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.

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.

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

3 unchanged sentences

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):

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 is currently evaluating the impact of the adoption of this standard.

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

4 unchanged sentences

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.

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), the fair value of stock options granted under the Company’s equity compensation plan, and the valuation allowance of our deferred tax assets .

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

5 unchanged sentences

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 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.

4 unchanged sentences

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.

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.

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.

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.

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, 2025.

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

For the three months ended March 31, 2026 and 2025, the Company did not recognize any impairment charges.

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 and nine months ended September 30, 2025 and 2024.

There were no impairment charges recognized during the three months ended March 31, 2026 and 2025.

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.

5 unchanged sentences

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.

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.

Impairment is measured at fair value.

1 unchanged sentence

Advertising Costs

Advertising costs, which are expensed as incurred, were $ 78 and $ 327 for the nine months ended September 30, 2025 and 2024, respectively.

Advertising costs were $ 32 and $ 99 for the three months ended September 30, 2025 and 2024, respectively.

Advertising costs, which are expensed as incurred, were $ 64 and $ 25 for the three months ended March 31, 2026 and 2025, respectively.

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

2 unchanged sentences

The Retirement Plan permits eligible employees to make voluntary contributions to a trust, up to a maximum of 35 % of compensation, subject to certain limitations.

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 $ 65 and $ 0 for the nine months ended September 30, 2025 and 2024, respectively.

The Company’s matching contributions were $ 36 and $ 0 for the three months ended September 30, 2025 and 2024, respectively.

During the three and nine months ended September 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.

The Company has elected to contribute a matching contribution equal to 100 % of the first 3 % and 50 % of the next 2 % of an eligible employee’s deferral election.

The Company’s matching contributions were $ 48 and $ 0 for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2025, 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.

Shipping Costs

The Company’s shipping and handling costs related to sales are included in cost of revenues for all periods presented.

The Company’s shipping and handling costs related to equipment sales are included in cost of revenues for all periods presented.

All other shipping and handling costs are included as a component of selling, general and administrative expenses within the condensed Statements of Operations.

4 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 September 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.

The Company has recorded a full valuation allowance against its net deferred tax assets as of March 31, 2026 and December 31, 2025, as it is more likely than not these assets may not be fully realized due to the uncertainty of the realizability of those assets.

Management continues to evaluate positive and negative evidence related to the realizability of deferred tax assets, including recent operating results and forecasts of future taxable income.

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

At March 31, 2026 and December 31, 2025, 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.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions.

The hierarchy gives the highest priority to unadjusted quoted prices in

active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are as follows:

1 unchanged sentence

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 $ 7,223 and $ 4,666 as of September 30, 2025 and December 31, 2024, respectively.

The Company's Level 1 assets consisted primarily of cash and cash equivalents totaling $ 10,062 and $ 9,650 as of March 31, 2026 and December 31, 2025, 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 September 30, 2025 and December 31, 2024.

The Company had no Level 2 assets or liabilities as of March 31, 2026 and December 31, 2025.

• 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 September 30, 2025 and December 31, 2024.

The Company had no Level 3 assets or liabilities as of March 31, 2026 and December 31, 2025.

Revenue Recognition and Deferred Revenue

20 unchanged sentences

Payment terms are generally established from 30 to 60 days from the invoice date.

Accordingly, the Company has determined that its contracts do not include a significant financing component.

Accordingly, the Company has determined that its contracts do not include a

significant financing component.

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

Nature of goods and services

22 unchanged sentences

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

For the Three Months Ended September 30,

Products and services

SaaS $ 5,868 $ 4,661

Equipment 7 13

$ 6,014 $ 4,709

Timing of revenue recognition

Products transferred at a point in time $ 7 $ 13

Services transferred over time 6,007 4,696

$ 6,014 $ 4,709

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Products and services

7 unchanged sentences

Contract balances

The current portion of deferred revenue at September 30, 2025 and December 31, 2024 was $ 4,192 and $ 1,001 , respectively, and primarily consists of revenue recognized over time for software license contracts and hosted subscription services.

The deferred revenue at March 31, 2026 and December 31, 2025 was $ 2,922 and $ 1,661 , respectively, and primarily consists of revenue to be earned that is 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, $ 1,001 was recognized as revenue in the nine months ended September 30, 2025.

Of the December 31, 2023 balance, $ 2,106 was recognized as revenue in the nine months ended September 30, 2024.

Accounts receivable, net of allowance for credit losses, at September 30, 2025 and December 31, 2024 was $ 6,282 and $ 4,675 , respectively.

The allowance for credit losses at September 30, 2025 and December 31, 2024 was $ 104 and $ 100 , respectively.

Of the December 31, 2025 balance, $ 1,224 was recognized as revenue in the three months ended March 31, 2026.

Accounts receivable, net of allowance for credit losses, at March 31, 2026 and December 31, 2025 was $ 5,740 and $ 3,365 , respectively.

The allowance for credit losses at March 31, 2026 and December 31, 2025 was $ 157 .

Transaction price allocated to the remaining performance obligations

4 unchanged sentences

$ 2,659 $ 263 $ — $ 2,922

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

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

Business Concentrations and Credit Risk

5 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 nine-month period ended September 30, 2025, the Company made sales to three customers that accounted for approximately 55 % of total revenues, 29 %, 17 % and 9 %, respectively, for each customer.

During the three-month period ended March 31, 2026, the Company made sales to three customers that accounted for approximately 55 % of total revenues, 27 %, 17 % and 11 %, respectively, for each customer.

The revenue was primarily associated with commercial identity sales customers.

These three customers represented 62 % of total accounts receivable at September 30, 2025, 41 %, 16 %, and 5 %, respectively, for each customer.

During the nine-month period ended September 30, 2024, the Company made sales to the same three customers that accounted for approximately 46 % of total revenues, 19 %, 15 % and 12 %, respectively for each customer.

These three customers, in addition with one other customer, represented 47 % of total accounts receivable at September 30, 2024, 30 %, 1 %, 6 %, and 10 %, respectively, for each customer.

These three customers represented 74 % of total accounts receivable at March 31, 2026, 50 %, 17 %, and 7 %, respectively, for each customer.

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.

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

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 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 outstanding options and restricted stock is

reflected in diluted earnings per share by application of the treasury stock method.

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 outstanding options and restricted stock is reflected in diluted earnings per share by application of the treasury stock method.

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

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income (loss) $ 636 $ ( 318 )

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Stock options 552,651 1,136,854

4 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.

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

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.

All of the Company’s assets are located in the United States.

4 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.

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

As of September 30, 2025

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.

As of March 31, 2026

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

7 unchanged sentences

$ 9,650 $ — $ — $ 9,650

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

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

The Company did no t hold any securities that were in an unrealized loss position for more than 12 months as of March 31, 2026.

There were no material realized gains or losses on these specific short-term investments during the three months ended March 31, 2026.

PROPERTY AND EQUIPMENT, NET

Property and equipment, net is summarized as follows:

September 30,

2026 December 31,

3 unchanged sentences

Less – Accumulated depreciation ( 2,411 ) ( 2,358 )

Depreciation expense for the nine months ended September 30, 2025 and 2024 amounted to $ 144 and $ 139 , respectively.

Depreciation expense for the three months ended September 30, 2025 and 2024 amounted to $ 49 and $ 47 , respectively.

Depreciation expense for the three months ended March 31, 2026 and 2025 amounted to $ 53 and $ 47 , respectively.

INTANGIBLE ASSETS, NET

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

The changes in the carrying amount of intangible assets, net for the three months ended March 31, 2026 were as follows:

Net balance at December 31, 2025 $ 2,077

Capitalized software costs 213

Amortization expense ( 140 )

Net balance at September 30, 2025 $ 2,218

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

As of September 30, 2025

Net balance at March 31, 2026 $ 1,937

The following tables set forth the components of intangible assets as of March 31, 2026 and December 31, 2025:

As of March 31, 2026

Life Adjusted

6 unchanged sentences

$ 3,442 $ ( 1,505 ) $ 1,937

The Company has capitalized $ 210 in software development costs for the nine months ended September 30, 2025.

As of December 31, 2025

7 unchanged sentences

$ 3,442 $ ( 1,365 ) $ 2,077

The Company has capitalized $ 2,048 in software development costs for the year ended December 31, 2024.

The following summarizes amortization of intangible assets included in the accompanying condensed statements of operations:

Three Months Ended

September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

Cost of revenues $ 137 $ 103

Selling, general and administrative 3 3

Research and development — 57 — 57

140 84 369 136

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

Revolving Line of Credit

On February 6, 2019, the Company entered into 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 Citi Personal Wealth Management’s Base Rate ( 8.75 % at September 30, 2025 and 9.00 % at December 31, 2024) minus 2 %.

Interest is payable monthly and as of September 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.

This line will remain open as long as the Company keeps a depository relationship with the financial institution.

The Company's estimated future amortization expense for intangible assets as of March 31, 2026 was as follows:

As of March 31, 2026 and 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.

ACCRUED EXPENSES

Accrued expenses are comprised of the following:

September 30,

2026 December 31,

2 unchanged sentences

Incentive bonuses 1,557 1,171

Sales tax accrual 114 251

Insurance financing — 178

Sales tax accrual and other 123 165

$ 2,229 $ 1,897

The Company maintains a full valuation allowance against its deferred tax assets, as management has concluded that it is not more‑likely‑than‑not that such assets will be realized.

Although the Company generated pretax income during the current quarter, no income tax expense has been recognized, as the tax effect of current‑period taxable income is fully offset by the valuation allowance.

Our available net operating loss (“NOL”) as of December 31, 2025 was approximately $ 30,520 , of which $ 10,892 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.

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

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 NOL 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.

ASC 740 requires evaluation of uncertain tax positions and as of March 31, 2026, there were no material changes to the uncertain tax positions in the quarter.

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 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.

This Plan generally provides that all stock options will expire within ten years of the date of grant.

Incentive stock options granted under this Plan must be granted at an exercise price that is not less than the fair market value per share at the date of the grant and the exercise price must not be less than 110 % of the fair market value per share at the date of the grant for grants to persons owning more than 10 % of the voting stock of the Company.

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

The Company accounts for the issuance of stock-based awards to employees in accordance with ASC Topic 718, Compensation - Stock Compensation , which requires that the cost resulting from all stock-based compensation payment transactions be recognized in the financial statements.

This pronouncement establishes fair value as the measurement

objective in accounting for stock-based compensation payment arrangements and requires all companies to apply a fair value based measurement method in accounting for all stock-based compensation payment transactions with employees.

All the equity compensation plans prior to the 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.

The Plan generally provides that all stock options will expire within ten years of the date of grant.

Incentive stock options granted under the Plan must be granted at an exercise price that is not less than the fair market value per share at the date of the grant and the exercise price must not be less than 110 % of the fair market value per share at the date of the grant for grants to persons owning more than 10 % of the voting stock of the Company.

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

The Company accounts for the issuance of stock-based awards to employees and non-employee directors in accordance with ASC Topic 718, Compensation - Stock Compensation , which requires that the cost resulting from all stock-based compensation payment transactions be recognized in the financial statements.

This pronouncement establishes fair value as the measurement objective in accounting for stock-based compensation payment arrangements and requires all companies to apply a fair value based measurement method in accounting for all stock-based compensation payment transactions with employees.

All stock-based compensation is included in operating expenses as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Compensation cost recognized:

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Research and development 31 10

$ 204 $ 237 $ 583 $ 642

Stock Options

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The table below presents the weighted average expected life of the stock options in years.

The Company uses the simplified method for all restricted stock units ("RSUs") and stock options to estimate the expected life of the option and assumes that stock options will be exercised evenly over the period from vesting until the awards expire.

The Company uses the simplified method for all stock options to estimate the expected life of the option and assumes that stock options will be exercised evenly over the period from vesting until the awards expire.

Volatility is determined using changes in historical stock prices.

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Exercised — — — —

Outstanding at September 30, 2025 1,295,752 $ 2.94 4.67 years $ 3,364

Exercisable at September 30, 2025 579,044 $ 3.53 2.76 years $ 1,407

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 September 30, 2025.

Outstanding at March 31, 2026 1,658,944 $ 3.51 5.31 years $ 5,774

Exercisable at March 31, 2026 566,875 $ 2.44 2.68 years $ 2,580

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

Restricted Stock Units

Restricted Stock Units (RSUs)

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.

The vesting of all RSUs is contingent on continued board and employment services.

charged to operating expenses with a corresponding increase to additional paid-in capital, reduced by forfeitures when they occur.

The Company issues RSUs to certain directors as compensation.

The vesting of all RSUs is contingent on continued board services.

The compensation expense incurred by the Company for RSUs is based on the closing market price of the Company’s common stock on the date of grant, is amortized on a straight-line basis over the requisite service period and charged to operating expenses with a corresponding increase to additional paid-in capital, reduced by forfeitures when they occur.

RSU activity during the period indicated below is as follows:

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Vested and settled in shares ( 13,737 ) 6.37

Outstanding at September 30, 2025 9,135 $ 5.20

As of September 30, 2025, there was approximately $ 3,442 of total unrecognized compensation costs, related to all unvested stock options and RSUs.

Outstanding at March 31, 2026 12,161 $ 6.99

As of March 31, 2026, there was approximately $ 2,755 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 2.59 years.

The Company had 1,990,865 shares available for future grants under the Company's equity compensation plans at September 30, 2025.

The Company had 1,412,316 shares available for future grants under the Company's equity compensation plans at March 31, 2026.

COMMITMENTS AND CONTINGENCIES

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

Rent expense, which includes utilities, was $ 4 and $ 8 for the three months ended September 30, 2025 and 2024, respectively, and $ 18 and $ 23 for the nine months ended September 30, 2025 and 2024, respectively, and is included in selling, general and administrative expenses on the condensed Statements of Operations.

Rent expense, which includes utilities, was $ 6 and $ 7 for the three months ended March 31, 2026 and 2025, respectively, and is included in selling, general and administrative expenses on the condensed Statements of Operations.

Loss Contingencies and Legal Costs

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Litigation is inherently unpredictable.

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

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.

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, 2026, no material amounts are recorded related to legal proceedings on the balance sheets.

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, the Company 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.

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