What changed in this filing

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Item 1. Financial Statements

2025-11-19 compared with 2025-08-14 · 139 added, 88 removed, 346 unchanged (40% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

8 unchanged sentences

Operating lease right-of-use assets (see note 5)

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:

11 unchanged sentences

shares issued and outstanding:

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

123,685 as of September 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 June 30, 2025 and December 31, 2024

90,477,798 as of September 30, 2025 and December 31, 2024

Additional paid-in capital

2 unchanged sentences

( 21,187,879 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’ (deficit) equity

Total liabilities and stockholders’ (deficit) equity

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three-months ended June 30,

Six-months ended June 30,

Three-months ended

September 30,

Nine-months ended

September 30,

REVENUE (see note 3)

21 unchanged sentences

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

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the three and nine-months ended September 30, 2025

Series A Redeemable Convertible

Preferred Stock

Three-months ended June 30, 2025:

Total Stockholders’

Three-months ended

September 30, 2025:

Number of Shares

Paid-in Capital

Accumulated Deficit

Stockholders’

Balance, March 31, 2025

Stock-based compensation

Balance, June 30, 2025

$ ( 22,541,272 )

Balance, September 30, 2025

$ ( 22,908,464 )

$ ( 262,703 )

Series A Redeemable Convertible

Preferred Stock

Six-months ended June 30, 2025:

Total Stockholders’

Nine-months ended

September 30, 2025:

Number of Shares

Paid-in Capital

Accumulated Deficit

Stockholders’

Balance, December 31, 2024

3 unchanged sentences

( 1,720,585 )

Balance, June 30, 2025

Balance, September 30, 2025

$ ( 22,908,464 )

$ ( 262,703 )

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

For the three and nine-months ended September 30, 2024

Series A Redeemable Convertible

Preferred Stock

Total Stockholders’

Three-months ended June 30, 2024:

Three-months ended

September 30, 2024:

Number of Shares

Paid-in Capital

Accumulated Deficit

Equity (Deficit)

Balance, March 31, 2024

$ ( 19,889,018 )

$ ( 888,057 )

Reclassification of preferred stock warrants

Reclassification of series A redeemable convertible preferred stock

Stock-based compensation

Stockholders’ Equity

Balance, June 30, 2024

( 20,140,191 )

Balance, September 30, 2024

( 20,581,132 )

Series A Redeemable Convertible

1 unchanged sentence

Total Stockholders’

Six-months ended June 30, 2024:

Nine-months ended

September 30, 2024:

Number of Shares

Paid-in Capital

Accumulated Deficit

Equity (Deficit)

Balance, December 31, 2023

4 unchanged sentences

Stock-based compensation

Balance, June 30, 2024

Balance, September 30, 2024

$ ( 20,581,132 )

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six-months ended June 30,

Nine-months ended

September 30,

OPERATING ACTIVITIES:

16 unchanged sentences

( 1,093,748 )

( 2,591,750 )

Net cash used in investing activities

( 1,136,331 )

( 2,626,124 )

Net decrease in cash

9 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 June 30, 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 September 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 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 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 September 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 September 30, 2025 and $ 330,000 at December 31, 2024.

Bad debt expenses were $ 9,289 and $ 182,171 for the three-months ended September 30, 2025 and 2024, respectively.

Bad debt expenses were $ 121,159 and $ 323,150 for the nine-months ended September 30, 2025 and 2024, respectively.

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

7 unchanged sentences

Portfolio Management and Real-Time Quote Systems

Corporate Quotestream TM (Business-to-Business)

Corporate QuotestreamTM (Business-to-Business)

Web-delivered, embedded applications providing real-time, streaming market quotes and research information targeted to both professionals and non-professional users.

23 unchanged sentences

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.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

f) Accounting Pronouncements

Not Yet Adopted

In September 2025, the FASB issued ASU No.

2025-06, “ Intangibles--Goodwill and Other--Internal-Use Software ” (“ASU No.

2025-06”), which removes all references to sequential software development project stages and establishes new capitalization criteria.

In order for capitalization to begin under the new guidance, management must authorize and commit to funding a project and meet a probable-to-complete recognition threshold.

In evaluating whether the probable-to-complete recognition threshold has been met, management is required to consider whether there is a significant development uncertainty associated with the software project.

The amendments in this ASU may be applied using (1) a prospective transition approach applying the guidance to new software costs incurred as of the beginning of the period of adoption for all projects, including in-process projects, (2) a retrospective transition approach by recasting comparative periods and recognizing a cumulative-effect adjustment to the opening balance of retained earnings, or (3) a modified transition approach applying the amendments on a prospective basis to new software costs incurred except for in-process projects that, as of the date of adoption the entity determines do not meet the capitalization requirements under the new guidance.

2025-06 is effective for the Company in the first quarter of fiscal year 2029.

Early adoption is permitted.

The Company is currently assessing the impact that the adoption of ASU 2025-06 will have on the Company’s Consolidated Financial Statements.

In September 2025, the FASB issued ASU No.

2025-07, “ Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)”, which refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting.

The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract.

2025-07 is effective for the Company in the first quarter of fiscal year 2027.

The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) modified retrospectively to any or all prior periods presented in the financial statements.

Early adoption of the amendments is permitted.

The Company is currently assessing the impact that the adoption of ASU No.

2025-07 will have on the Company’s Consolidated Financial Statements.

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05).

This accounting standard provides a practical expedient allowing entities to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses.

ASU 2025-05 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2025, with early adoption permitted and should be applied prospectively.

The Company is evaluating the impact of ASU 2025-05 and expects the standard will not have a material impact on the consolidated financial statements and related disclosures

In November 2024, the FASB issued ASU No.

5 unchanged sentences

The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In December 2023, the FASB issued ASU No.

9 unchanged sentences

Revenue by type of service consists of the following:

Three-months ended June 30,

Six-months ended June 30,

Three-months ended

September 30,

Nine-months ended

September 30,

Portfolio Management Systems

3 unchanged sentences

Total revenue

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Deferred Revenue

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

Changes in deferred revenue were as follows for the nine-month periods ended September 30,

Beginning balance at Jan 1,

8 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 $ 5.5 million as of June 30, 2025.

The Company expects to recognize approximately 82 % of our total remaining performance obligation revenue over the next 12 months and the remainder thereafter.

1 unchanged sentence

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.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTIES

2 unchanged sentences

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

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

At September 30, 2025 $ 41,053 was due to 410734 B.C.

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

1 unchanged sentence

(“Bravenet”).

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

At September 30, 2025 and December 31, 2024, there was $ 55,483 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 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.

As of September 30, 2025 and December 31, 2024, there were $ 138,760 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.

5 unchanged sentences

Finance lease assets and liabilities are included in property and equipment and finance lease liabilities, respectively, on the Company’s consolidated balance sheets.

The Company entered into a new lease for office space in Vancouver, Canada as of September 1, 2025 for 5 years resulting in a right of use asset and an offsetting lease liability of $ 141,903 .

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.

The Company elected the short-term lease exception and therefore only recognizes 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.

1 unchanged sentence

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:

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Operating Leases

Operating lease right-of-use assets

Changes in right-of-use assets and operating lease liabilities were as follows for the nine-month periods ended September 30:

Right-of-use Assets, net

Beginning balance at January 1,

Additions during the period

Right-of-use credits for the period

Right-of-use assets, net

Operating Lease Liability

Beginning balance at January 1,

Additions during the period

Interest portion of lease payments made during the period

Lease payments made during the period

Total operating lease liability

Current portion of operating lease liability

1 unchanged sentence

Total operating lease liability

Supplemental information related to operating leases:

September 30,

Weighted Average Remaining Lease Term

2 unchanged sentences

Operating leases

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Maturities of lease liabilities were as follows:

Year ending December 31,

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

2025 (excluding the nine-months ended September 30, 2025)

Total lease payments

Less imputed interest

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,

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three-months ended

September 30,

Nine-months ended

September 30,

Operating lease costs:

2 unchanged sentences

Total operating lease costs

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

Supplemental cash flow information for the nine-months ended September 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 six-months ended June 30, 2025 and 2024.

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

STOCKHOLDERS’ EQUITY

2 unchanged sentences

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 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.

As of September 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 nine-months ended September 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

4 unchanged sentences

There was no impact on the consolidated statement of operations resulting from the amendment.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

b) Common stock

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

No shares of common stock were issued during the three and nine-months ended September 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.

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,

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

Three-months ended

September 30,

Nine-months ended

September 30,

Sales and marketing

1 unchanged sentence

Common Stock Options and Warrants

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

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

Common Stock Options

Weighted-Average Grant Date Exercise Price

3 unchanged sentences

( 8,458,803 )

Outstanding at June 30, 2025

Outstanding at September 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.

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

At September 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 June 30, 2025, the aggregate intrinsic value of options and warrants outstanding and exercisable was $ 2,890,110 .

At September 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.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Preferred Stock Warrants

3 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 June 30, 2025.

therefore, no compensation expense has been recognized as of September 30, 2025.

The probability is re-evaluated each reporting period.

As of June 30, 2025, there was $ 7,480,496 in unrecognized stock-based compensation expense related to these liquidity preferred stock warrants.

As of September 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.

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.

As of September 30, 2025, there were a total of 413,493 preferred stock warrants outstanding with a weighted average remaining contractual life of 22.3 years.

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

No preferred stock warrants were granted or exercised for the three and nine-months ended September 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 and six-months ended June 30, 2025 and 2024 are as follows:

Three-months ended June 30,

Six-months ended June 30,

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

Three-months ended

September 30,

Nine-months ended

September 30,

$ ( 367,192 )

10 unchanged sentences

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,

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 nine-months ended September 30, 2025 and 2024 are shown below:

Three-months ended

September 30,

Nine-months ended

September 30,

Warrants to purchase redeemable convertible preferred stock

19 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