Intellicheck, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our Company's reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S. GAAP. Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: a. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; b. Provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with U.S. GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and c. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the guidelines established in the "Internal Control—Integrated Framework" (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2024. This annual report does not include an attestation report of our registered public accounting firm on internal control over financial reporting. Changes in Internal Control over Financial Reporting 26 Table of Contents There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 27 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated herein by reference from our 2025 definitive Proxy Statement (which will be filed with the SEC within 120 days after December 31, 2024 in connection with the solicitation of proxies for the Company’s 2024 annual meeting of stockholders) (“2025 Proxy Statement”) under the captions “Proposal 1 – Election of Directors,” “Other Information – Executive Officers,” and “Beneficial Ownership Reporting Compliance under Section 16(a) of the Exchange Act.” Item 11. Executive Compensation The information required by this Item is incorporated herein by reference from our 2025 Proxy Statement under the captions “Executive Compensation” and “Director Compensation.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference from our 2025 Proxy Statement under the captions “Other Information—Security Ownership of Certain Beneficial Owners and Management” and “Other Information – Equity Compensation Plan Information.” Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated herein by reference from our 2025 Proxy Statement under the captions “Other Information – Related Party Transactions Overview,” “Other Information – Certain Transactions with Related Persons” and “Director Attributes and Independence.” Item 14. Principal Accounting Fees and Services The information required by this Item is incorporated herein by reference from our 2025 Proxy Statement under the caption “Proposal 2 – Ratification of the Selection of Independent Auditors.” Our independent registered public accounting firm is Forvis Mazars, LLP, Auditor Firm ID: 686 . PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements Balance Sheets as of December 31, 2024 and 2023 Statement of Operations for the years ended December 31, 2024 and 2023 Statement of Stockholders' Equity for the years ended December 31, 2024 and 2023 Statement of Cash Flows for the years ended December 31, 2024 and 2023 (b) Exhibits 28 Table of Contents Exhibit No. Description 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) 3.5 Amended and Restated By-laws of the Company (5) 4.1 Specimen Stock Certificate (6) 4.2 Description of our Common Stock (1) 10.1 2015 Omnibus Incentive Plan, as Amended (7) * 10.2 Jonathan Robins Employment Agreement (8) * 10.3 Bryan Lewis Employment Agreement (9) * 10.4 Adam Sragovicz Employment Agreement (10) * 10.5 Jeffrey Ishmael Employment Agreement (11)* 10.6 Jeffrey Ishmael Option Cancellation Agreement (12) * 10.7 Jeffrey Ishmael RSU Agreement (12) * 10.8 Separation Agreement dated as of July 12, 2024 by and between the Registrant and Jeffrey Ishmael (10) * 14.1 Code of Business Conduct and Ethics (2) 19 Insider Trading Policy ** 23.1 Consent of Forvis Mazars LLP ** 31.1 Certification of CEO pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 ** 31.2 Certification of CFO pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 ** 32 Certification of CEO and CFO pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 ** 97 Intellicheck Incentive-Based Compensation Recovery Policy (14) * 101.INS Inline XBRL Instance Document ** 101.SCH Inline XBRL Taxonomy Extension Schema ** 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase ** 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase ** 101.LAB Inline XBRL Taxonomy Extension Label Linkbase ** 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase ** 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 29 Table of Contents * Denotes a management contract or compensatory plan, contract or arrangement. ** 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. (3) Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 13, 2014. (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. (6) 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. (8) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed May 14, 2024. (9) Incorporated by reference to Registrant's Annual Report on Form 10-K filed March 21, 2019. (10) 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. (13) Incorporated by reference to Registrant’s Annual Report on Form 10-K filed March 30, 2004. (14) Incorporated by reference to Registrant’s Annual Report on Form 10-K filed April 1, 2024. 30 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 31, 2025 INTELLICHECK, INC. By: /s/ Bryan Lewis Bryan Lewis President, Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. INTELLICHECK, INC. Date: March 31, 2025 By: /s/ Bryan Lewis Bryan Lewis President and Chief Executive Officer (Principal Executive Officer) Date: March 31, 2025 By: /s/ Adam Sragovicz Adam Sragovicz Chief Financial Officer (Principal Accounting and Financial Officer) Date: March 31, 2025 By: /s/ Guy L. Smith Guy L. Smith, Chairman and Director Date: March 31, 2025 By: /s/ Dylan Glenn Dylan Glenn, Director Date: March 31, 2025 By: /s/ Gregory B. Braca Gregory B. Braca, Director Date: March 31, 2025 By: /s/ David E. Ullman David E. Ullman, Director Date: March 31, 2025 By: /s/ Dondi Black Dondi Black, Director 31 Table of Contents FINANCIAL STATEMENTS INDEX REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 686) F- 2 FINANCIAL STATEMENTS: Balance Sheets as of December 31, 2024 and 2023 F- 4 Statements of Operations for the Years Ended December 31, 2024 and 2023 F- 5 Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023 F- 6 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F- 7 NOTES TO FINANCIAL STATEMENTS F- 8 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders', Board of Directors, and Audit Committee of 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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. Our primary audit procedures in response to the critical audit matter included: F-2 Table of Contents • 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. /s/ Forvis Mazars, LLP We have served as the Company’s auditor since 2022. Tysons, Virginia March 31, 2025 F-3 Table of Contents INTELLICHECK, INC. BALANCE SHEETS DECEMBER 31, 2024 and 2023 2024 2023 (in thousands, except share and per share amounts) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 4,666 $ 3,980 Short-term investments — 5,000 Accounts receivable, net of allowance for credit losses of $ 100 and $ 69 as of December 31, 2024 and 2023, respectively 4,675 4,703 Other current assets 571 692 Total current assets 9,912 14,375 PROPERTY AND EQUIPMENT, NET 536 666 GOODWILL 8,102 8,102 INTANGIBLE ASSETS, NET 2,374 575 OTHER ASSETS 9 90 Total assets $ 20,933 $ 23,808 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 443 $ 884 Accrued expenses 1,742 3,245 Equity awards liability — 4 Liability for shares withheld — 190 Deferred revenue, current portion 1,001 2,209 Total current liabilities 3,186 6,532 Total liabilities 3,186 6,532 COMMITMENTS AND CONTINGENCIES (Note 10) STOCKHOLDERS’ EQUITY: Preferred stock – $ 0.01 par value; 30,000 shares authorized; Series A convertible preferred stock, zero shares issued and outstanding as of December 31, 2024 and 2023, respectively — — Common stock – $ 0.001 par value; 40,000,000 shares authorized; 19,782,311 and 19,354,335 shares issued and outstanding as of December 31, 2024 and 2023, respectively 19 19 Additional paid-in capital 152,211 150,822 Accumulated deficit ( 134,483 ) ( 133,565 ) Total stockholders’ equity 17,747 17,276 Total liabilities and stockholders’ equity $ 20,933 $ 23,808 The accompanying notes are an integral part of these financial statements. F-4 Table of Contents INTELLICHECK, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 2024 2023 (in thousands, except share and per share amounts) REVENUES $ 19,997 $ 18,906 COST OF REVENUES ( 1,831 ) ( 1,375 ) Gross profit 18,166 17,531 OPERATING EXPENSES Selling, general and administrative 15,477 15,127 Research and development 3,857 4,680 Total operating expenses 19,334 19,807 Loss from operations ( 1,168 ) ( 2,276 ) OTHER INCOME 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 ) PER SHARE INFORMATION: Loss per common share - Basic/Diluted $ ( 0.05 ) $ ( 0.10 ) Weighted average common shares used in computing per share amounts - Basic/Diluted 19,327,132 19,243,179 The accompanying notes are an integral part of these financial statements. F-5 Table of Contents INTELLICHECK, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (in thousands, except number of shares) Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Shares Amount BALANCE, December 31, 2022 18,957,366 $ 19 $ 149,233 $ ( 131,585 ) $ 17,667 Stock-based compensation — — 1,646 — 1,646 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 ) Net loss — — — ( 1,980 ) ( 1,980 ) BALANCE, December 31, 2023 19,354,335 $ 19 $ 150,822 $ ( 133,565 ) $ 17,276 Stock-based compensation — — 1,082 — 1,082 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 ) BALANCE, December 31, 2024 19,782,311 $ 19 $ 152,211 $ ( 134,483 ) $ 17,747 The accompanying notes are an integral part of these financial statements. F-6 Table of Contents INTELLICHECK, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 2024 2023 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 918 ) $ ( 1,980 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 436 282 Stock-based compensation 876 1,596 Allowance for credit losses 248 49 Change in accrued interest and accretion of discount on short-term investments — ( 206 ) 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) in liability for shares surrendered ( 190 ) — Increase (decrease) in other current liabilities 25 ( 25 ) Net cash used in operating activities ( 2,694 ) ( 647 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 57 ) ( 93 ) Proceeds from maturity of short-term investments 5,000 5,000 Purchases of short-term investments — ( 4,914 ) Software development costs ( 2,048 ) ( 407 ) Net cash provided by (used in) investing activities 2,895 ( 414 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercises of stock options 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 Supplemental disclosures of cash flow information: Cash paid for interest $ 9 $ 2 Cash paid for income taxes $ — $ 80 The accompanying notes are an integral part of these financial statements. F-7 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( All dollar amounts are rounded to thousands, except share data ) 1. NATURE OF BUSINESS Business Intellicheck, Inc. (the “Company” or “Intellicheck”) is a prominent technology company that is engaged in developing, integrating and marketing identity verification solutions to address challenges that include commercial retail and banking fraud prevention. Intellicheck’s products include solutions for preventing identity fraud across any industry delivered via smartphone, tablet, POS integration or other electronic devices. Intellicheck continues to develop and release innovative products based upon its rich patent portfolio consisting of ten ( 10) U.S. and one Canadian patents. Liquidity 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 ). As of December 31, 2024, the Company had cash and cash equivalents of $ 4,666 , working capital (defined as current assets minus current liabilities) of $ 6,726 and an accumulated deficit of $ 134,483 . Based on the Company’s business plan and cash resources, Intellicheck expects its existing and future resources and revenues generated from operations to satisfy its working capital requirements for at least the next 12 months from the date of filing of these financial statements. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes. Significant estimates and assumptions that affect amounts reported in the financial statements include impairment consideration and valuation of goodwill and intangible assets including software development costs, revenue recognition (including breakage revenue), and the fair value of stock options granted under the Company’s equity compensation plan. Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates. Cash and Cash Equivalents The Company classifies time deposits and other investments that are highly liquid and have maturities of three months or less at the date of purchase as cash equivalents. The Company's cash and cash equivalents consist primarily of both cash on deposits with banks, which are maintained with major financial institutions in the United States, and money market funds. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, however amounts may exceed FDIC insured limits. 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 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 F-8 Table of Contents 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. The Company has applied a loss rate method which takes historical data as the basis for calculating the allowance amount, along with the aging out outstanding receivables and other factors like current and forecasted market conditions, and potential future impacts to the industry. In estimating whether accounts receivable will be collected, the Company performs evaluations of customers and continuously monitors collections and payments and estimates an allowance for credit losses based on collections experience to date and any specific collection issues that have been identified. The allowance for credit losses is recorded in the period in which revenue is recorded or when collection risk is identified. 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. Expenditures for maintenance and repairs are charged to operations as incurred. See Note 4. Goodwill 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. 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. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. 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. For the years ended December 31, 2024 and 2023, the Company determined no impairment charge was required. Intangible Assets, net Intangible assets include patents, copyrights, developed technology and capitalized software development costs. 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 for the years ended December 31, 2024 and 2023. See Note 5. 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. The costs incurred in the preliminary stages of development are expensed as incurred. Once the software has reached the application development stage, internal and external costs, if direct and incremental, are capitalized until the software is complete and available for its intended use. The Company evaluates the useful lives of these assets and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. There were no impairments of intangible assets including capitalized software development costs for the years ended December 31, 2024 and 2023. Long-Lived Assets and Impairment of Long-Lived Assets 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 ”). 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. There were no impairments of long-lived assets for the years ended December 31, 2024 and 2023. F-9 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( All dollar amounts are rounded to thousands, except share data ) Revenue Recognition and Deferred Revenue General 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. 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. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company measures revenue based on the consideration specified in a customer arrangement, and revenue is recognized when the performance obligations in an arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as they are performed. The Company's performance obligations are satisfied over time, and as a result, it may follow the right to invoice practical expedient meaning the Company recognizes revenue monthly as invoiced based on its contract terms. The Company has an additional revenue model where customers purchase a predetermined number of transactions for the term of the contract. Customers are charged a fixed monthly fee for a set number of scans (fixed consideration), with any overages charged on a per scan basis (variable consideration). The Company estimates the amount of unused transactions at the end of each contract period and recognizes a portion of that revenue as breakage revenue each reporting period. If the Company expects the customer to use all transactions in the specified service period, the Company will recognize the transaction price as revenue in the specified service period as the promised units of service are transferred to the customer. Alternatively, if the Company expects that the customer cannot or will not use all transactions in the specified service period (referred to as “breakage”), the Company will recognize the estimated breakage amount as revenue ratably over the service period in proportion to the revenue that the Company will recognize for actual transactions used by the customer in the service period. The Company does not estimate the variable consideration at any point; rather it calculates and recognizes the variable portion at the end of the contract term since these contracts are considered monthly due to the termination clauses included within them. The fixed and variable performance obligations are recognized monthly based on the contract terms. Invoicing is based on schedules established in customer contracts. 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. 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. Nature of goods and services The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Software-as-a-Service (SaaS) SaaS for hosted subscription services requires the Company to provide a stand-ready obligation and allows customers to access a set of data for a predetermined period of time. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time, under the fixed pricing model, based on the usage of the hosted subscription services, which can vary from month to month. 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. F-10 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( 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. 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. These subscriptions require continuing service or post contractual customer support and performance. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs. Accordingly, the revenue is recognized over time based on usage, which can vary from month to month. The revenue is typically based on a formula such as number of locations in a given month multiplied by a fee per location. Extended warranty revenues are generated when a warranty is provided to the customer separately from other performance obligations when the equipment is sold. As the customer obtains access at a point in time and continues to have access for the remainder of the warranty term, the customer is considered to simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs. The related revenue is recognized ratably over the specified term of the warranty period. The extended warranty is separate from the Company’s standard warranty that it receives from its vendor, which is typically one year. Disaggregation of revenue In the following tables, revenue is disaggregated by product and service and the timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue. For the Years Ended December 31, 2024 2023 Products and services SaaS $ 19,810 $ 18,595 Other 63 146 Equipment 124 165 $ 19,997 $ 18,906 Timing of revenue recognition Products transferred at a point in time $ 187 $ 311 Services transferred over time 19,810 18,595 $ 19,997 $ 18,906 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 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. F-11 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( All dollar amounts are rounded to thousands, except share data ) Transaction price allocated to the remaining performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period: 2025 2026 2027 Total SaaS $ 1,001 $ — $ — $ 1,001 $ 1,001 $ — $ — $ 1,001 All consideration from contracts with customers is included in the amounts presented above. Advertising Costs. Advertising costs, which are charged to expense as incurred and recorded as selling, general and administrative expenses in the Company's Statements of Operations, were $ 418 and $ 536 for the years ended December 31, 2024 and 2023, respectively. Shipping Costs The Company’s shipping and handling costs related to 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 statements of operations. Loss Contingencies and Legal Costs The Company accrues loss contingencies that are believed to be probable and can be reasonably estimated. As events evolve during the administration and litigation process and additional information becomes known, the Company reassesses its estimates related to loss contingencies. Legal costs are expensed in the period in which the costs are incurred. Sales Taxes Sales and other taxes collected from customers and remitted to governmental authorities are presented on a net basis and thus excluded from revenues. Income Taxes The Company accounts for income taxes in accordance with ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using expected tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. 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 for its net deferred tax assets as of December 31, 2024 and 2023, due to the uncertainty of the realizability of those assets. See Note 8. Fair Value of Financial Instruments The Company adheres to the provisions of ASC 820, “ Fair Value Measurement ” which requires the Company to calculate the fair value of financial instruments and include this additional information in the notes to financial statements when the fair value of those financial instruments is different than the book value. The Company’s financial instruments include cash and cash equivalents, short-term investments, accounts receivable, other current assets, accounts payable and accrued expenses. At December 31, 2024 and 2023, the carrying value of the Company’s financial instruments approximated fair value, due to their short-term nature. Financial Accounting Standards Board (“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 F-12 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( All dollar amounts are rounded to thousands, except share data ) 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: •Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. 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. •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. •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 December 31, 2024 and 2023. 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 performs periodic evaluations of the relative credit standing of these institutions. The Company’s sales are principally made to large retail customers, financial institutions concentrated in the United States and to U.S. government entities. 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. The revenue was associated with commercial identity sales customers. These three customers represented 67 % of the Company’s December 31, 2024 accounts receivable balance. These three customers accounted for approximately 39 %, 23 %, and 5 %, respectively, of the Company's accounts receivable balance at December 31, 2024. During the year ended December 31, 2023, the Company had three customers that accounted for 47 % of revenue; 21 %, 14 % and 12 %, respectively, and those same three customers accounted for 66 %; 37 %, 6 %, and 23 %, respectively, of its December 31, 2023 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 F-13 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( All dollar amounts are rounded to thousands, except share data ) diluted net loss per share excludes all anti-dilutive shares. In a period of net loss, all common stock equivalents are considered anti-dilutive. Years Ended December 31, 2024 2023 Numerator: Net loss $ ( 918 ) $ ( 1,980 ) Denominator: Weighted average common shares – Basic 19,327,132 19,243,179 Weighted average common shares - Diluted 19,327,132 19,243,179 Net loss per share – Basic $ ( 0.05 ) $ ( 0.10 ) Diluted $ ( 0.05 ) $ ( 0.10 ) The following table summarizes the common stock equivalents excluded from the loss per diluted share because their effect would be anti-dilutive: 2024 2023 Stock options 1,151,104 1,152,714 Restricted stock 35,887 60,500 Total 1,186,991 1,213,214 Stock-based Compensation The Company accounts for the issuance of equity awards to employees in accordance ASC 718 “ Compensation - Stock Compensation and ASC 505 “ Equity ”, which requires that the cost resulting from all stock-based transactions be recognized in the financial statements. This pronouncement establishes fair value as the measurement objective in accounting for equity payment arrangements and requires all companies to apply a fair value-based measurement method in accounting for all equity payment transactions with employees and directors. All stock-based compensation expenses are included in operating expenses. The Company recognizes compensation expense related to equity grants on a straight-line basis over the requisite service period. See Note 9. Segment Information The Company adheres to the provisions of ASC 280, “ Segment Reporting ”. 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. All of the Company’s assets are located in the United States. Since the Company operates in one operating segment, all required financial segment information can be found in the financial statements. F-14 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( All dollar amounts are rounded to thousands, except share data ) Research and Development Research and development expenses are expensed as incurred and consist primarily of employee-related expenses (such as salaries, taxes, benefits and stock-based compensation), allocated overhead costs and outside services costs related to the development and improvement of the Company's SaaS applications. 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. 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): Disaggregation of Income Statement Expenses . The amendment requires new financial statement disclosures to provide disaggregated information for certain types of expenses, including employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue, sales and marketing, and general and administrative expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the effect that the adoption of these standards will have 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. 3. 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- F-15 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( 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. As of December 31, 2024 Amortized cost Gross unrealized holding gains Gross unrealized holding losses Estimated fair value Cash and cash equivalents $ 4,666 $ — $ — $ 4,666 U.S. Treasury notes — — — — Total cash, cash equivalents and short-term investments $ 4,666 $ — $ — $ 4,666 As of December 31, 2023 Amortized cost Gross unrealized holding gains Gross unrealized holding losses Estimated fair value Cash and cash equivalents $ 3,980 $ — $ — $ 3,980 U.S. Treasury notes (1) 5,000 — — 5,000 Total cash, cash equivalents and short-term investments $ 8,980 $ — $ — $ 8,980 (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, 2024 and 2023. The Company recognized $ 283 and $ 234 in realized gains on short-term investments that matured within the years ended December 31, 2024 and 2023, respectively. 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net are comprised of the following as of December 31, 2024 and 2023: 2024 2023 Computer equipment and software $ 1,930 $ 1,886 Furniture and fixtures 139 139 Office equipment 631 618 2,700 2,643 Less – Accumulated depreciation ( 2,164 ) ( 1,977 ) $ 536 $ 666 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. F-16 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( All dollar amounts are rounded to thousands, except share data ) 5. GOODWILL AND INTANGIBLE ASSETS Identifiable intangible assets The following tables set forth the components of intangible assets as of December 31, 2024 and 2023: Estimated Useful Life As of December 31, 2024 Adjusted Carrying Amount Accumulated Amortization Net Patents and copyrights 2 - 17 years $ 375 $ ( 325 ) $ 50 Developed technology 5 years 400 ( 387 ) 13 Software development 5 years 2,455 ( 144 ) 2,311 $ 3,230 $ ( 856 ) $ 2,374 Estimated Useful Life As of December 31, 2023 Adjusted Carrying Amount Accumulated Amortization Net Patents and copyrights 2 - 17 years $ 375 $ ( 300 ) $ 75 Developed technology 5 years 400 ( 307 ) 93 Software development 407 — 407 $ 1,182 $ ( 607 ) $ 575 The following summarizes amortization of acquisition related intangible assets included in the Statements of Operations: Years Ended December 31, 2024 2023 Cost of revenues $ 181 $ 95 Selling, general and administrative 10 10 Research and development 58 — $ 249 $ 105 The Company's estimated future amortization expense for intangible assets as of December 31, 2024 was as follows: 2025 $ 532 2026 507 2027 497 2028 491 2029 347 $ 2,374 F-17 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( All dollar amounts are rounded to thousands, except share data ) These amounts are subject to change based upon the review of recoverability and useful lives that are performed at least annually. Goodwill Goodwill represents the excess of purchase price over the fair value of the assets acquired in businesses combinations. Under ASC 350, goodwill is not amortized, but rather is tested for impairment. The Company’s goodwill balance was $ 8,102 as of December 31, 2024 and 2023. This goodwill resulted from the acquisitions of Mobilisa, Inc. and Positive Access Corporation. For the years ended December 31, 2024 and 2023, the Company performed its annual impairment test of goodwill in the fourth quarter. Under authoritative guidance, the Company can use industry and Company specific qualitative factors to determine whether it is more likely than not that impairment exists before performing step one of the quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. 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. 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. 6. DEBT 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 . 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. 7. ACCRUED EXPENSES Accrued expenses are comprised of the following as of December 31, 2024 and 2023: 2024 2023 Professional fees $ 84 $ 1 Payroll and related 764 1,159 Incentive bonuses 465 824 Sales tax accrual 270 1,064 Insurance financing 178 — Other ( 19 ) 197 $ 1,742 $ 3,245 F-18 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( 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 %. The monthly loan payments of $ 30 are paid to financing company over a period of 11 months. As of December 31, 2024, the Company had $ 190 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. The Company was not subject to any financial covenants related to this insurance financing arrangement. The balance of this financing arrangement is included in the balance sheets within the Accrued expenses financial statement line item. 8. INCOME TAXES The Company’s deferred tax assets and liabilities are measured using the enacted tax rates that the Company believes will apply in the years in which temporary differences are expected to be recovered or paid. The Company is subject to federal and state income taxes as a Subchapter C corporation. 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 provision for income taxes as of December 31, 2024 and 2023 consists of the following: 2024 2023 Current: Federal $ — $ ( 12 ) State 33 ( 50 ) Total current tax (benefit) expense 33 ( 62 ) Deferred: Federal — — State — — Total deferred tax (benefits) expense — — Provision for (benefit from) for income taxes $ 33 $ ( 62 ) A reconciliation of the statutory U.S. Federal rate to the Company’s effective tax rate as of December 31, 2024 and 2023 is as follows: F-19 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( All dollar amounts are rounded to thousands, except share data ) 2024 2023 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 ) Stock-based compensation ( 1.68 ) ( 9.94 ) Lobbying expense ( 4.73 ) ( 1.95 ) 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 0.65 1.07 Effective income tax rate ( 3.77 ) % 3.06 % 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: 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 6,128 $ 5,625 Payroll related accruals 157 256 Stock-based compensation 91 88 Intangible assets 97 90 Sec. 174 capitalized costs 365 468 Sales tax accrual 61 245 Other 24 17 Depreciation 20 50 Research and development tax credits 708 708 Total deferred tax assets 7,651 7,547 Net deferred tax assets 7,651 7,547 Less: Valuation allowance ( 7,651 ) ( 7,547 ) Deferred tax assets, net of allowance $ — $ — 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. The Company files numerous tax returns in various jurisdictions. The Company is not currently under examination by any taxing authority, nor has the Company signed any waiver of the statute of limitations with any taxing authority. The Company remains open to examination by major taxing jurisdictions from 2015 to date. ASC 740 requires evaluation of uncertain tax positions and as of December 31, 2024, the Company has no material uncertain tax positions. There were no tax interest or penalties recorded in the financial statements for the years ended December 31, 2024 and 2023. F-20 Table of Contents 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 $ 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. 9. STOCKHOLDERS’ EQUITY Series A Convertible Preferred Stock In January 1997, the Board of Directors authorized the creation of 30,000 class of Series A Convertible Preferred Stock with a par value of $ 0.01 . The Series A Convertible Preferred Stock is convertible into an equal number of common shares at the holder’s option, subject to adjustment for anti-dilution. The holders of Series A Convertible Preferred Stock are entitled to receive dividends as and if declared by the Board of Directors. In the event of liquidation or dissolution of the Company, the holders of Series A Convertible Preferred Stock are entitled to receive all accrued dividends, if applicable, plus the liquidation price of $ 1.00 per share. As of December 31, 2024, and 2023, there were no outstanding shares of Series A Convertible Preferred Stock. Stock-based Compensation To retain and attract qualified personnel necessary for the success of the Company, the Company adopted the 2015 Omnibus Incentive Plan (the “Plan”) covering up to 5,236,000 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 2015 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. The 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. The Plan also entitles non-employee directors to receive grants of non-qualified stock options as approved by the Board of Directors. The Company uses the Black-Scholes option pricing model to value the options on the grant date. The table below presents the weighted average expected life of the stock options in years. 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. The interest rate for periods within the expected life of the award is based on U.S. Treasury yield curve in effect on the grant date. Options, generally, vest from one year to four years . The compensation expense is recognized over the requisite service period on a straight-line basis, reduced by forfeitures as they occur. Certain option awards are classified as liability awards. The fair values of these awards are determined at each reporting date utilizing a Black-Scholes option pricing model, and the associated compensation expense (credit) is recorded at each reporting period is recorded. The Company recorded $( 4 ) and $( 50 ) of credits to stock-based compensation expense in the years ended December 31, 2024 and 2023, respectively, as a result of the change in fair value of these awards. F-21 Table of Contents 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 2024 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: Year Ended December 31, 2024 Valuation assumptions: Grant price $ 1.78 – $ 3.40 Exercise price $ 1.78 – $ 3.40 Expected dividend yield 0 % Expected volatility 70.68 % – 85.82 % Expected life (in years) 3.37 – 4.37 Risk-free interest rate 3.70 % – 4.40 % Stock option activity during the periods indicated below was as follows: Number of Shares Subject to Issuance Weighted- average Exercise Price Weighted- average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 1,120,244 $ 3.68 3.50 years $ 84 Granted 627,507 2.91 Forfeited ( 595,037 ) 4.05 Outstanding at December 31, 2023 1,152,714 $ 3.07 3.18 years $ 38 Granted 650,978 2.00 Forfeited ( 472,713 ) 2.42 Exercised ( 179,875 ) 1.72 Outstanding at December 31, 2024 1,151,104 $ 2.94 3.88 years $ 536 Exercisable at December 31, 2024 434,877 $ 4.07 2.64 years $ 115 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- F-22 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( 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. This amount changes based upon the fair market value of the Company’s stock. The following is a summary of stock options as of December 31, 2024: Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted- average Remaining Life Weighted- average Exercise Price Number of Options Weighted- average Exercise Price $ 1.81 to $ 2.52 726,877 4.82 years $ 2.09 189,208 $ 2.03 $ 2.53 to $ 11.50 424,227 2.74 years $ 4.39 245,669 $ 5.46 1,151,104 3.98 years $ 2.94 434,877 $ 3.97 The weighted-average fair value of the options granted during the year ended December 31, 2024 was $ 2.94 . All stock options were issued with an exercise price that is equal or above the fair market value of the Company’s common stock on the date of grant. The amount of unrecognized expense of the options for the year ended December 31, 2024 was $ 726 . Restricted Stock Units The Company periodically issues Restricted Stock Units (“RSUs”) which are equity-based instruments that may be 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. 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. The amount of unrecognized expense of the RSUs for the year ended December 31, 2024 was $ 0 . Restricted stock unit activity during the periods indicated below is as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 214,892 $ 8.43 Granted 249,412 2.34 Forfeited ( 70,959 ) 10.04 Vested and Settled in shares ( 332,845 ) 4.29 Outstanding at December 31, 2023 60,500 $ 4.23 Granted 223,485 4.23 Forfeited — N/A Vested and Settled in shares ( 246,028 ) 2.80 Outstanding December 31, 2024 37,957 $ 2.51 F-23 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( 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. Number of Shares Weighted Average Grant Date Fair Value 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, 2024, there was $ 726 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 3.88 years. Stock-based compensation expense for the years ended December 31, 2024 and 2023 is as follows: Years Ended December 31, 2024 2023 Stock options $ 467 $ 666 Restricted stock units 409 930 Performance stock units — — $ 876 $ 1,596 F-24 Table of Contents 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: Years Ended December 31, 2024 2023 Selling, general and administrative $ 821 $ 1,358 Research and development 55 238 $ 876 $ 1,596 As of December 31, 2024, the Company had 736,175 shares available for future grants under the Company’s equity compensation plans. 10. COMMITMENTS AND CONTINGENCIES Leases The Company leases an office in Melville, New York. Rent expense, which includes utilities, was $ 30 and $ 68 for the years ended December 31, 2024 and 2023, respectively, and is included in Selling, general and administrative expenses on the Statement of Operations. The Company determines if an arrangement is a lease at lease inception. The arrangement is a lease if it conveys the right to the Company to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company did no t have an operating lease right of use ("ROU") or operating lease liability as of December 31, 2024, as its office lease is on a month-to-month term and allows for either party to terminate the lease without a significant penalty. Legal Proceedings The Company is not aware of any infringement by its products or technology on the proprietary rights of others. 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. 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. 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 December 31, 2024 and 2023, 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. (“BIPA”). 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. Cash Incentive Plans In May 2020, the Board implemented a 2020 separate Executive Incentive Bonus Plan (the "2020 Bonus Plan”) with the Company’s executive management team. Each agreement, under the 2020 Bonus Plan, is based on certain goals achieved by the Company plus individual achievements by each executive. 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. F-25 Table of Contents INTELLICHECK, INC. NOTES TO FINANCIAL STATEMENTS ( All dollar amounts are rounded to thousands, except share data ) At December 31, 2024 and 2023, this bonus liability for the executive and employee bonus plans amounted to $ 464 and $ 824 and is included in Accrued Expenses on the Balance Sheets . 11. RETIREMENT PLAN The Company has a retirement savings 401(k) plan. The 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 may also make discretionary contributions, subject to certain conditions, as defined in the plan. The Company’s matching contributions were $ 0 and $ 108 for 2024 and 2023, respectively. F-26