Item 1. Financial Statements
Item 1. Financial Statements
QUOTEMEDIA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31,
December 31,
2025
2024
ASSETS
Current assets:
Cash and cash equivalents
$ 173,191
$ 585,319
Accounts receivable, net
1,054,667
1,016,915
Prepaid expenses
177,951
175,703
Other current assets
177,408
162,653
Total current assets
1,583,217
1,940,590
Deposits
17,222
16,619
Property and equipment, net
200,342
212,727
Capitalized internal-use software development costs, net
4,788,917
5,041,544
Goodwill
110,000
110,000
Intangible assets
48,782
51,378
Operating lease right-of-use assets (see note 4)
138,157
188,663
Total assets
$ 6,886,637
$ 7,561,521
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities
$ 3,949,427
$ 3,564,546
Deferred revenue (see note 3)
1,533,393
1,704,743
Current portion of operating lease liabilities (see note 4)
119,474
147,663
Total current liabilities
5,602,294
5,416,952
Long-term liabilities:
Long-term portion of deferred revenue (see note 3)
356,751
696,736
Long-term portion of operating lease liabilities (see note 4)
11,815
32,245
Total long-term liabilities
368,566
728,981
Stockholders’ equity:
Preferred stock, 10,000,000 shares authorized: Series A Redeemable Convertible Preferred stock, $ 0.001 par value, 550,000 shares designated; shares issued and outstanding: 123,685 at March 31, 2025 and December 31, 2024 (see note 6)
2,983,857
2,983,857
Common stock, $ 0.001 par value, 150,000,000 shares authorized, shares issued and outstanding: 90,477,798 at March 31, 2025 and December 31, 2024
90,479
90,479
Additional paid-in capital
19,529,131
19,529,131
Accumulated deficit
( 21,687,690 )
( 21,187,879 )
Total stockholders’ equity
915,777
1,415,588
Total liabilities and stockholders’ equity
$ 6,886,637
$ 7,561,521
The accompanying notes are an integral part of these consolidated condensed interim financial statements.
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QUOTEMEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED )
Three-months ended March 31,
2025
2024
REVENUE (see note 3)
$ 4,824,356
$ 4,679,200
COST OF REVENUE
2,715,855
2,342,114
GROSS PROFIT
2,108,501
2,337,086
OPERATING EXPENSES
Sales and marketing
821,864
777,202
General and administrative
704,494
808,354
Software development
1,019,378
803,322
2,545,736
2,388,878
OPERATING LOSS
( 437,235 )
( 51,792 )
OTHER INCOME (EXPENSES), NET
Foreign exchange income
5,962
25,307
Interest expense
( 2,387 )
( 953 )
3,575
24,354
NET LOSS BEFORE INCOME TAXES
( 433,660 )
( 27,438 )
Income tax expense
( 66,151 )
( 738 )
NET LOSS INCOME
$ ( 499,811 )
$ ( 28,176 )
LOSS PER SHARE (see note 7)
Basic loss per share
$ ( 0.01 )
$ ( 0.00 )
Diluted loss per share
$ ( 0.01 )
$ ( 0.00 )
WEIGHTED AVERAGE SHARES OUTSTANDING (see note 7)
Basic
90,477,798
90,477,798
Diluted
90,477,798
90,477,798
The accompanying notes are an integral part of these consolidated condensed interim financial statements.
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QUOTEMEDIA, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
For the three-months ended March 31, 2025 and 2024
(UNAUDITED)
Series A Redeemable Convertible
Preferred Stock
Common Stock
Additional
Total
Number of
Shares
Amount
Number of
Shares
Amount
Paid-in
Capital
Accumulated Deficit
Stockholders’
Equity
Balance, December 31, 2024
123,685
$ 2,983,857
90,477,798
$ 90,479
$ 19,529,131
$ ( 21,187,879 )
$ 1,415,588
Net loss
-
-
-
-
-
( 499,811 )
( 499,811 )
Balance, March 31, 2025
123,685
$ 2,983,857
90,477,798
$ 90,479
$ 19,529,131
$ ( 21,687,690 )
$ 915,777
Series A Redeemable Convertible
Preferred Stock
Common Stock
Additional
Total
Stockholders’
Number of
Shares
Amount
Number of
Shares
Amount
Paid-in
Capital
Accumulated Deficit
Equity
(Deficit)
Balance, December 31, 2023
123,685
$ 2,983,857
90,477,798
$ 90,479
$ 18,910,482
$ ( 19,860,842 )
$ ( 859,881 )
Net loss
-
-
-
-
-
( 28,176 )
( 28,176 )
Balance, March 31, 2024
123,685
$ 2,983,857
90,477,798
$ 90,479
$ 18,910,482
$ ( 19,889,018 )
$ ( 888,057 )
The accompanying notes are an integral part of these consolidated condensed interim financial statements.
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QUOTEMEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three-months ended March 31,
2025
2024
OPERATING ACTIVITIES:
Net loss
$ ( 499,811 )
$ ( 28,176 )
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
805,504
728,678
Allowance for doubtful accounts
9,312
13,329
Changes in assets and liabilities:
Accounts receivable
( 47,064 )
( 145,151 )
Prepaid expenses
( 2,248 )
( 84,721 )
Other current assets
( 14,755 )
( 13,520 )
Deposits
( 603 )
292
Accounts payable, accrued and other liabilities
386,768
306,622
Deferred revenue
( 511,335 )
( 49,686 )
Net cash provided by operating activities
125,768
727,667
INVESTING ACTIVITIES:
Purchase of property and equipment
( 14,297 )
( 10,089 )
Capitalized application software
( 523,599 )
( 815,315 )
Net cash used in investing activities
( 537,896 )
( 825,404 )
Net decrease in cash
( 412,128 )
( 97,737 )
Cash and equivalents, beginning of period
585,319
342,014
Cash and equivalents, end of period
$ 173,191
$ 244,277
The accompanying notes are an integral part of these consolidated condensed interim financial statements.
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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles for interim financial statements and instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for a full year. In connection with the preparation of the condensed consolidated financial statements, management evaluated subsequent events after the balance sheet date of March 31, 2025 through the filing of this report.
These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2024 contained in the Form 10-K filed with the Securities and Exchange Commission dated April 15, 2025.
Risks and Uncertainties
Adverse macroeconomic conditions, including inflation, slower growth or recession, and higher interest rates could materially adversely affect demand for the Company’s services.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Nature of operations
Quotemedia, Inc. (the “Company”) is a software developer and distributor of financial market data and related services to a global marketplace. The Company specializes in the collection, aggregation, and delivery of both delayed and real-time financial data content via the Internet. The Company develops and licenses software components that deliver dynamic content to banks, brokerage firms, financial institutions, mutual fund companies, online information and financial portals, media outlets, public companies, and corporate intranets.
b) Basis of consolidation
These consolidated financial statements include the operations of QuoteMedia, Ltd., a wholly owned subsidiary of QuoteMedia, Inc. All intercompany transactions and balances have been eliminated.
c) Foreign currency translation and transactions
The U.S. dollar is the functional currency of all of the Company's operations. Foreign currency asset and liability amounts are remeasured into U.S. dollars at end-of-period exchange rates, except for equipment and intangible assets, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts remeasured at historical exchange rates. Because the U.S. dollar is the functional currency, exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.
d) Allowances for doubtful accounts
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at March 31, 2025, because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its credit practices have not changed significantly over time). The allowance for doubtful accounts was $ 330,000 as of March 31, 2025 and December 31, 2024, respectively. Bad debt expenses were $ 9,312 and $ 13,329 for the three-months ended March 31, 2025 and 2024, respectively.
e) Revenue
The Company generates substantially all of its revenue from subscriptions for access to its software products and related support. The Company licenses financial market data information on a monthly, quarterly, or annual basis. The Company’s products and services are divided into two main categories:
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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Interactive Content and Data Applications
·
Proprietary financial software applications and streaming market data feeds
·
Subscriptions are typically sold for a fixed fee and revenue is recognized ratably over the term of the subscription.
Portfolio Management and Real-Time Quote Systems
1.
Corporate Quotestream TM (Business-to-Business)
o
Web-delivered, embedded applications providing real-time, streaming market quotes and research information targeted to both professionals and non-professional users.
o
Revenue is typically earned based on customer usage.
2.
Individual Quotestream (Business-to-Consumer)
o
Web-delivered, embedded applications providing real-time, streaming market quotes and research information targeted to non-professional users.
o
Subscriptions are typically sold for a fixed fee and revenue is recognized ratably over the term of the subscription.
The Company does not provide its customers with the right to take possession of its software products at any time.
The Company determines revenue recognition through the following steps:
·
Identification of the contract, or contracts, with a customer
·
Identification of the performance obligations in the contract
·
Determination of the transaction price
·
Allocation of the transaction price to the performance obligations in the contract
·
Recognition of revenue when, or as, the Company satisfies a performance obligation
The Company executes a signed contract with the customer that specifies services to be provided, the payment amounts and terms, and the period of service, among other terms.
Contract Balances
The Company’s corporate customers are invoiced based on fee schedules that are agreed upon in each customer contract. Individual Quotestream customers are charged a subscription fee based on their subscription agreement. The Company recognizes revenue when performance obligations have been satisfied, which is the date the customer has access to the contracted market data. The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Upfront set-up or development fees are deferred and recognized evenly from the date performance obligations have been met to the end of the service term of the contract, as set-up and development fees are not distinct from the market data service contracts to which they relate.
The Company considers the following factors when determining if collection of a fee is reasonably assured: customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If these factors do not indicate collection is reasonably assured, revenue is not recognized until collection becomes reasonably assured, which is generally upon receipt of cash.
Cost of revenue
Cost of revenue primarily consists of customer support personnel-related compensation expenses, including salaries, bonuses, benefits, payroll taxes, and stock-based compensation expense, as well as expenses related to third-party hosting costs, software license fees, amortization of capitalized software development costs, amortization of acquired technology intangible assets, and allocated overhead.
f) Accounting Pronouncements
Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. Additionally, the amendment requires a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For public business entities, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements.
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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”) . This standard provides transparency to income tax disclosures related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 for public entities with early adoption permitted. The amendments in ASU 2023-09 will be applied prospectively in the consolidated financial statements. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements other than the additional disclosures.
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.
3. REVENUE
Disaggregated Revenue
The Company provides market data, financial web content solutions and cloud-based applications. Revenue by type of service consists of the following:
Three-months ended March 31,
2025
2024
Portfolio Management Systems
Corporate Quotestream
$ 1,972,466
$ 1,781,685
Individual Quotestream
456,948
469,005
Interactive Content and Data APIs
2,394,942
2,428,510
Total revenue
$ 4,824,356
$ 4,679,200
Deferred Revenue
Changes in deferred revenue were as follows for the three-month periods ended March 31,
2025
2024
Beginning balance at Jan 1,
$ 2,401,479
$ 1,831,949
Revenue recognized in the current period from the amounts in the beginning balance
( 726,755 )
( 681,276 )
New deferrals, net of amounts recognized in the current period
448,981
624,920
Effects of foreign currency translation
( 913 )
6,670
Total deferred revenue
$ 2,122,792
$ 1,782,263
Current portion of deferred revenue
$ 1,533,393
$ 1,505,807
Long-term portion of deferred revenue
356,751
276,456
Total deferred revenue
$ 1,890,144
$ 1,782,263
For contracts greater than one year in duration, revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $ 5.6 million as of March 31, 2025. We expect to recognize approximately 58 % of our total remaining performance obligation revenue over the next 12 months and the remainder thereafter.
Practical Expedients
The Company applies a practical expedient and does not disclose the value of the remaining performance obligations for contracts that are less than one year in duration.
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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. RELATED PARTIES
The Company entered into a five-year office lease with 410734 B.C. Ltd. effective May 1, 2021 for approximately $ 6,500 per month. David M. Shworan, CEO of Quotemedia Ltd., is a control person of 410734 B.C. Ltd. At March 31, 2025 $ 32,946 was due to 410734 B.C. Ltd. and at December 31, 2024 $ 13,367 was due to 410734 B.C. Ltd.
The Company pays a monthly marketing service fee of $ 3,000 to Bravenet Web Services, Inc. (“Bravenet”). At March 31, 2025 and December 31, 2024, there was $ 37,484 and $ 28,483 due to Bravenet related to this agreement, respectively. Also, on February 25, 2025, Bravenet advanced the Company $ 69,000 . There are no fixed repayment terms and no interest charged on the advance. David M. Shworan is a control person of Bravenet.
At March 31, 2025 and December 31, 2024, there were $ 210,885 and $ 185,002 in unreimbursed expenses owed to Keith Randall, CEO of Quotemedia, Inc., respectively.
Amounts due to related parties are included in accounts payable and accrued liabilities. As a matter of policy all significant related party transactions are subject to review and approval by the Company’s Board of Directors.
5. LEASES
The Company has operating leases for corporate offices. The Company’s leases have remaining lease terms of 1 year to 3 years . Management determines if an arrangement is a lease at inception. Operating lease assets and liabilities are included in operating lease right-of-use assets and operating lease liabilities, respectively, on the Company’s consolidated balance sheets. Finance lease assets and liabilities are included in property and equipment and finance lease liabilities, respectively, on the Company’s consolidated balance sheets.
Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The Company elected the short-term lease exception and therefore only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. When determining lease terms, the Company factors in options to extend or terminate leases when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases the Company accounts for the lease and non-lease components as a single lease component.
Supplemental balance sheet information related to leases was as follows:
March 31,
2025
December 31,
2024
Operating Leases
Operating lease right-of-use assets
$ 138,157
$ 188,663
Current portion of operating lease liability
$ 119,474
$ 147,663
Long-term portion of operating lease liability
11,815
32,245
Total operating lease liability
$ 131,289
$ 179,908
March 31,
2025
December 31,
2024
Weighted Average Remaining Lease Term
Operating leases
0.9 years
1.1 years
Weighted Average Discount Rate
Operating leases
9.3 %
9.4 %
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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Maturities of lease liabilities were as follows:
Year ending December 31,
Operating
Leases
2025 (excluding the three-months ended March 31, 2025)
$ 104,325
2026
32,850
Total lease payments
137,175
Less imputed interest
( 5,886 )
Total
$ 131,289
The components of lease expense for the three-months ended March 31, 2025 and 2024 were as follows:
Three-months ended March 31,
2025
2024
Operating lease costs:
Operating lease costs
$ 54,338
$ 59,041
Short-term lease costs
28,380
27,336
Total operating lease costs
$ 82,718
$ 86,377
Supplemental cash flow information for the three-months ended March 31, 2025 and 2024 related to leases was as follows:
2025
2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$ 52,102
$ 57,814
There were no additional right of use assets obtained in exchange for lease obligations for the three-months ended March 31, 2025 and 2024.
6. REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
a) Redeemable Convertible Preferred Stock
The Company is authorized to issue up to 10,000,000 non-designated preferred shares at the Board of Directors’ discretion.
A total of 550,000 shares of the Company’s preferred stock are designated as “Series A Redeemable Convertible Preferred Stock.” The Series A redeemable convertible preferred stock has no dividend or voting rights.
At March 31, 2025 and December 31, 2024, 123,685 shares of Series A redeemable convertible preferred stock were outstanding. No shares of Series A redeemable convertible preferred stock were issued or redeemed during the three-months ended March 31, 2025 and 2024.
Redemption Rights
Holders of Series A redeemable convertible preferred stock shall have the right to convert their shares into shares of common stock at the rate of 83.33 shares of common stock for one share of Series A redeemable convertible preferred stock, at any time following the date the closing price of a share of common stock on a securities exchange or actively traded over-the-counter market has exceeded $ 0.30 for ninety (90) consecutive trading days. The conversion rights are subject to the availability of authorized but unissued shares of common stock.
In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment is made to any holders of any shares of common stock, the holders of shares of Series A redeemable convertible preferred stock shall be entitled to be paid first out of the assets of the Company available for distribution to holders of the Company’s capital stock whether such assets are capital, surplus, or earnings, an amount equal to $25.00 per share of Series A redeemable convertible preferred stock.
Reclassification of Redeemable Convertible Preferred Stock resulting from Amendment to Redemption Rights
Prior to April 26, 2024, 1,000 Series A redeemable convertible preferred stock could be redeemed at the holder’s option at the liquidation value of $ 25 per share if the cash balance of the Company as reported at the end of each fiscal quarter exceeds $ 400,000 . In accordance with Accounting Standards Update (“ASU”) 480-10-S99, because a limited number of Series A redeemable convertible preferred stock could be redeemed at the holder’s option if the above criteria are met, it was classified as mezzanine equity and not permanent equity.
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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On April 26, 2024, the Certificate of Designation of the Series A Redeemable Convertible Preferred Stock was amended removing the above redemption right, at no cost to the Company, resulting in a change in the classification of Series A redeemable preferred stock from mezzanine equity to permanent equity. In addition, the amendment resulted in a change to the classification of warrants to purchase shares of Series A redeemable convertible preferred stock (“preferred stock warrants”) from preferred stock warrant liability to additional paid-in capital. There was no impact on the consolidated statement of operations resulting from the amendment.
b) Common stock
No shares of common stock were issued during the three-months ended March 31, 2025 and 2024.
c) Stock Options and Warrants
FASB ASC 718, Stock Compensation , requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized.
There were no stock-based compensation expenses related to the Company’s stock-based awards for the three-months ended March 31, 2025 and 2024.
Common Stock Options and Warrants
There were 25,772,803 fully vested common stock warrants and options outstanding at March 31, 2024 and December 31, 2023 at a weighted-average grant date exercise price of $ 0.06 . No stock options or warrants to purchase common stock were granted or exercised during the three-months ended March 31, 2025 and 2024.
The following table summarizes the weighted average remaining contractual life and exercise price of common stock options and warrants outstanding and exercisable at March 31, 2025:
Weighted
Average
Weighted
Remaining
Average
Number
Contractual
Exercise
Outstanding
Life (Years)
Price
$0.03-0.11
25,772,803
4.84
$ 0.06
At March 31, 2025, there was no unrecognized compensation cost related to non-vested options and warrants granted to purchase common stock.
All stock options and warrants to purchase common stock have been granted with exercise prices equal to or greater than the market value of the underlying common shares on the date of grant. At March 31, 2025, the aggregate intrinsic value of options and warrants outstanding and exercisable was $ 2,890,110 . The intrinsic value of stock options and warrants are calculated as the amount by which the market price of the Company’s common stock exceeds the exercise price of the option or warrant.
Preferred Stock Warrants
Pursuant to the December 28, 2017 Compensation Agreement with David M. Shworan, the President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of Quotemedia, Inc., the Company issued Mr. Shworan warrants to purchase shares of Series A redeemable convertible preferred stock (“compensation preferred stock warrants”) in lieu of a cash salary. From the period December 28, 2017 to December 31, 2019 the Company issued a total of 31,250 Compensation Preferred Stock Warrants at an exercise price equal to $ 1.00 per share.
Also pursuant to the Compensation Agreement with Mr. Shworan, on December 28, 2017 the Company issued Mr. Shworan warrants to purchase up to 382,243 shares of Series A redeemable convertible preferred Stock at an exercise price equal to $ 1.00 per share (“liquidity preferred stock warrant”). The liquidity preferred stock warrants only vest and become exercisable on the consummation of a liquidity event as defined in the Company’s Certificate of Designation of Series A Redeemable Convertible Preferred Stock. The probability of the liquidity event performance condition is not currently determinable or probable; therefore, no compensation expense has been recognized as of March 31, 2025. The probability is re-evaluated each reporting period. As of March 31, 2025, there was $ 7,480,496 in unrecognized stock-based compensation expense related to these liquidity preferred stock warrants. Since the liquidity preferred stock warrants only vest and become exercisable on the consummation of a liquidity event which is currently determined not to be probable, management is also unable to determine the weighted-average period over which the unrecognized compensation cost will be recognized.
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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
As of March 31, 2025, there were a total of 413,493 preferred stock warrants outstanding with a weighted average remaining contractual life of 22.8 years. As of March 31, 2025, 31,250 preferred stock warrants were exercisable. No preferred stock warrants were granted or exercised for the three-months ended March 31, 2025 and 2024.
Reclassification of Preferred Stock Warrant Liability resulting from Amendment to Redemption Rights
As discussed in note 6 a), the amendment to the redemption rights for the Series A redeemable convertible preferred stock resulted in a change to the classification of preferred stock warrants on April 26, 2024. The preferred stock warrant liability of $ 611,563 was reclassified to additional paid-in capital. There was no impact on the consolidated statement of operations resulting from the amendment.
7. LOSS PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss) during the period by the weighted-average number of common shares outstanding, excluding the dilutive effects of common stock equivalents. Common stock equivalents include redeemable convertible preferred stock, stock options and warrants. Diluted net income per share is computed by dividing net income by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated using the treasury stock method by adding to the weighted shares outstanding any potential shares of common stock from outstanding redeemable convertible preferred stock, stock options and warrants that are in-the-money. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, the calculation of basic and dilutive loss per share results in the same value. The calculations for basic and diluted net income per share for the three-months ended March 31, 2025 and 2024 are as follows:
Three-months ended March 31,
2025
2024
Net loss
$ ( 499,811 )
$ ( 28,176 )
Weighted average common shares used to calculate net income per share
90,477,798
90,477,798
Warrants to purchase redeemable convertible preferred stock
-
-
Redeemable convertible preferred stock
-
-
Stock options and warrants to purchase common stock
-
-
Weighted average common shares used to calculate diluted net income per share
90,477,798
90,477,798
Net loss per share – basic
$ ( 0.01 )
$ ( 0.00 )
Net loss per share – diluted
$ ( 0.01 )
$ ( 0.00 )
The number of shares of potentially dilutive common stock related to options and warrants that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the three-months ended March 31, 2025 and 2024 are shown below:
Three-months ended March 31,
2025
2024
Warrants to purchase redeemable convertible preferred stock
2,499,900
2,499,900
Redeemable convertible preferred stock
10,306,671
10,306,671
Stock options and warrants to purchase common stock
15,428,228
16,720,641
Total potential common shares excluded
28,234,799
29,527,212
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QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. SEGMENT REPORTING
The Company operates in one operating segment and one reportable segment, distributor of financial market data. The Company specializes in the collection, aggregation, and delivery of both delayed and real-time financial data via the Internet. The Company develops software components that deliver dynamic content to banks, brokerage firms, financial institutions, mutual fund companies, online information and financial portals, media outlets, public companies, and corporate intranets. The Company derives revenue primarily in North America and manages the business activities on a consolidated basis. The technology used in customer arrangements is based on a single software platform that is deployed to and implemented by customers in a similar manner. The service term for the software arrangements is variable, with the median term being approximately one year.
The accounting policies of the financial market data segment are the same as those described in the summary of accounting policies. The CODM assesses performance and decides how to allocate resources based on consolidated net loss that is also reported on the consolidated statements of operations as consolidated net loss. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The CODM also uses consolidated gross profit to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the financial market data segment or into other parts of the entity, such as for acquisitions. Consolidated gross profit is reported on the consolidated statements of operations as gross profit. Consolidated net loss and gross profit are used to monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation.
All expense categories on the consolidated statements of operations are significant and there are no other significant segment expenses that would require disclosure or are regularly provided to the CODM. Assets provided to the CODM are consistent with those reported on the consolidated balance sheets with particular emphasis on the Company’s available liquidity, including its cash and cash equivalents.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.