What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 132 added, 63 removed, 302 unchanged (39% of the section changed)

26 unchanged sentences

shares issued and outstanding:

123,685 at March 31, 2025 and December 31, 2024 (see note 6)

123,685 at June 30, 2025 and December 31, 2024 (see note 6)

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

90,477,798 at June 30, 2025 and December 31, 2024

Additional paid-in capital

4 unchanged sentences

Total liabilities and stockholders’ equity

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

The accompanying notes are an integral part of these unaudited consolidated condensed interim financial statements.

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three-months ended March 31,

Three-months ended June 30,

Six-months ended June 30,

REVENUE (see note 3)

5 unchanged sentences

OPERATING LOSS

OTHER INCOME (EXPENSES), NET

Foreign exchange income

( 1,166,802 )

OTHER INCOME (EXPENSES)

Foreign exchange gain (loss)

Interest expense

NET LOSS BEFORE INCOME TAXES

( 1,284,472 )

Income tax expense

NET LOSS INCOME

$ ( 853,582 )

$ ( 251,173 )

$ ( 1,353,393 )

$ ( 279,349 )

LOSS PER SHARE (see note 7)

Basic loss per share

Diluted loss per share

Basic loss per share – basic & diluted

WEIGHTED AVERAGE SHARES OUTSTANDING (see note 7)

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

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

Basics & diluted

The accompanying notes are an integral part of these unaudited consolidated condensed interim financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the three and six-months ended June 30, 2025

Series A Redeemable Convertible

Preferred Stock

Three-months ended June 30, 2025:

Number of Shares

Paid-in Capital

Accumulated Deficit

Stockholders’

Balance, December 31, 2024

$ ( 21,187,879 )

Balance, March 31, 2025

Stock-based compensation

Balance, June 30, 2025

$ ( 22,541,272

1 unchanged sentence

Preferred Stock

Stockholders’

Six-months ended June 30, 2025:

Number of Shares

Paid-in Capital

Accumulated Deficit

Stockholders’

Balance, December 31, 2024

$ ( 21,187,879 )

Stock-based compensation

( 1,353,393 )

Balance, June 30, 2025

$ ( 22,541,272 )

The accompanying notes are an integral part of these unaudited consolidated condensed interim financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the three and six-months ended June 30, 2024

Series A Redeemable Convertible

Preferred Stock

Total Stockholders’

Three-months ended June 30, 2024:

Number of Shares

Paid-in Capital

Accumulated Deficit

Equity (Deficit)

Balance, March 31, 2024

1 unchanged sentence

$ ( 888,057 )

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

Reclassification of preferred stock warrants

Reclassification of series A redeemable convertible preferred stock

Stock-based compensation

Balance, June 30, 2024

$ ( 20,140,191 )

Series A Redeemable Convertible

Preferred Stock

Total Stockholders’

Six-months ended June 30, 2024:

Number of Shares

Paid-in Capital

Accumulated Deficit

Equity (Deficit)

Balance, December 31, 2023

$ ( 19,860,842 )

$ ( 859,881 )

Reclassification of preferred stock warrants

Reclassification of series A redeemable convertible preferred stock

Stock-based compensation

Balance, June 30, 2024

$ ( 20,140,191 )

The accompanying notes are an integral part of these unaudited consolidated condensed interim financial statements.

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three-months ended March 31,

Six-months ended June 30,

OPERATING ACTIVITIES:

$ ( 1,353,393 )

$ ( 279,349 )

Adjustments to reconcile net income to net cash provided by operating activities:

1 unchanged sentence

Allowance for doubtful accounts

Stock-based compensation expense – common stock warrants

Changes in assets and liabilities:

8 unchanged sentences

Capitalized application software

( 1,682,715 )

Net cash used in investing activities

( 1,711,370 )

Net decrease in cash

1 unchanged sentence

Cash and equivalents, end of period

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

The accompanying notes are an integral part of these unaudited consolidated condensed interim financial statements.

QUOTEMEDIA, INC.

5 unchanged sentences

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.

In connection with the preparation of the condensed consolidated financial statements, management evaluated subsequent events after the balance sheet date of June 30, 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.

19 unchanged sentences

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.

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 June 30, 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 $ 430,000 as of June 30, 2025 and $ 330,000 at December 31, 2024.

Bad debt expenses were $ 102,558 and $ 127,650 for the three-months ended June 30, 2025 and 2024, respectively.

Bad debt expenses were $ 111,870 and 140,979 for the six-months ended June 30, 2025 and 2024, respectively.

The Company generates substantially all of its revenue from subscriptions for access to its software products and related support.

55 unchanged sentences

Revenue by type of service consists of the following:

Three-months ended March 31,

Three-months ended June 30,

Six-months ended June 30,

Portfolio Management Systems

4 unchanged sentences

Deferred Revenue

Changes in deferred revenue were as follows for the three-month periods ended March 31,

Changes in deferred revenue were as follows for the six-month periods ended June 30,

Beginning balance at Jan 1,

Revenue recognized in the current period from the amounts in the beginning balance

( 1,183,912 )

( 1,105,335 )

New deferrals, net of amounts recognized in the current period

4 unchanged sentences

Total deferred revenue

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.

The Company expects to recognize approximately 51 % of our total remaining performance obligation revenue over the next 12 months and the remainder thereafter.

Practical Expedients

6 unchanged sentences

Shworan, CEO of Quotemedia Ltd., is a control person of 410734 B.C.

At March 31, 2025 $ 32,946 was due to 410734 B.C.

At June 30, 2025 $ 20,979 was due to 410734 B.C.

and at December 31, 2024 $ 13,367 was due to 410734 B.C.

1 unchanged sentence

(“Bravenet”).

At March 31, 2025 and December 31, 2024, there was $ 37,484 and $ 28,483 due to Bravenet related to this agreement, respectively.

At June 30, 2025 and December 31, 2024, there was $ 46,483 and $ 28,483 due to Bravenet related to this agreement, respectively.

Also, on February 25, 2025, Bravenet advanced the Company $ 69,000 .

1 unchanged sentence

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.

At June 30, 2025 and December 31, 2024, there were $ 157,435 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.

25 unchanged sentences

Year ending December 31,

2025 (excluding the three-months ended March 31, 2025)

2025 (excluding the six-months ended June 30, 2025)

Total lease payments

Less imputed interest

The components of lease expense for the three-months ended March 31, 2025 and 2024 were as follows:

Three-months ended March 31,

The components of lease expense for the three and six-months ended June 30, 2025 and 2024 were as follows:

Three-months ended June 30,

Six-months ended June 30,

Operating lease costs:

2 unchanged sentences

Total operating lease costs

Supplemental cash flow information for the three-months ended March 31, 2025 and 2024 related to leases was as follows:

Supplemental cash flow information for the six-months ended June 30, 2025 and 2024 related to leases was as follows:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

There were no additional right of use assets obtained in exchange for lease obligations for the three-months ended March 31, 2025 and 2024.

REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

There were no additional right of use assets obtained in exchange for lease obligations for the six-months ended June 30, 2025 and 2024.

STOCKHOLDERS’ EQUITY

a) Redeemable Convertible Preferred Stock

1 unchanged sentence

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.

At June 30, 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 and six-months ended June 30, 2025 and 2024.

Redemption Rights

2 unchanged sentences

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.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Reclassification of Redeemable Convertible Preferred Stock resulting from Amendment to Redemption Rights

1 unchanged sentence

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.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

2 unchanged sentences

b) Common stock

No shares of common stock were issued during the three-months ended March 31, 2025 and 2024.

No shares of common stock were issued during the three and six-months ended June 30, 2025 and 2024.

c) Stock Options and Warrants

1 unchanged sentence

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.

Total stock-based compensation expense, related to all of the Company’s stock-based awards, recognized for the three and six-months ended June 30, 2025 and 2024 was comprised as follows:

Three-months ended June 30,

Six-months ended June 30,

Sales and marketing

Total stock-based compensation expense

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:

At March 31, 2025, there was no unrecognized compensation cost related to non-vested options and warrants granted to purchase common stock.

The following table summarizes the Company’s common stock option and warrant activity for the six-months ended June 30, 2025:

Weighted-Average Grant Date Exercise Price

Outstanding at December 31, 2024

Granted during the period

Canceled during the period

( 8,458,803 )

Outstanding at June 30, 2025

On May 14, 2025, the Company canceled a total of 8,458,803 common stock options and warrants, granting 8,458,803 new options and warrants with expiry dates extended an additional five years.

The stock-based compensation expense related to this extension was $ 42,294 .

The following table summarizes the weighted average remaining contractual life and exercise price of common stock options and warrants outstanding and exercisable at June 30, 2025:

At June 30, 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 .

At June 30, 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.

4 unchanged sentences

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.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Also pursuant to the Compensation Agreement with Mr.

3 unchanged sentences

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.

therefore, no compensation expense has been recognized as of June 30, 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.

As of June 30, 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.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

As of June 30, 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 June 30, 2025, 31,250 preferred stock warrants were exercisable.

No preferred stock warrants were granted or exercised for the three and six-months ended June 30, 2025 and 2024.

Reclassification of Preferred Stock Warrant Liability resulting from Amendment to Redemption Rights

9 unchanged sentences

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,

The calculations for basic and diluted net income per share for the three and six-months ended June 30, 2025 and 2024 are as follows:

Three-months ended June 30,

Six-months ended June 30,

$ ( 853,582 )

$ ( 251,173 )

$ ( 1,353,393 )

$ ( 279,349 )

Weighted average common shares used to calculate net income per share

3 unchanged sentences

Weighted average common shares used to calculate diluted net income per share

Net loss per share – basic

Net loss per share – diluted

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,

Net loss per share – basic & diluted

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 and six-months ended June 30, 2025 and 2024 are shown below:

Three-months ended June 30,

Six-months ended June 30,

Warrants to purchase redeemable convertible preferred stock

2 unchanged sentences

Total potential common shares excluded

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEGMENT REPORTING

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements