What changed in this filing

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Item 9A. Controls and Procedures

2026-04-07 compared with 2025-04-15 · 201 added, 166 removed, 816 unchanged (31% of the section changed)

93 unchanged sentences

Option Awards ($) (1),(4),(5)

($) (1),(4),(5)

All Other Compensation ($) (2)

Chief Executive Officer &

9 unchanged sentences

Number of Securities Underlying

Unexercised Common Stock Options/Warrants

Unexercised Common Stock

Options/Warrants

Unexercisable

15 unchanged sentences

Shworan the following:

warrants to purchase up to 1,250 shares of Series A Redeemable Convertible Preferred Stock at an exercise price equal to $1.00 per share (the “Preferred Stock Warrant”)

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 (the “Liquidity Preferred Stock Warrant”)

warrants to purchase up to 4,000,000 shares of common stock at an exercise price equal to $0.10 per share (which warrant has specific performance vesting thresholds) (the “Common Stock Warrant”)

provided that Mr.

(a) warrants to purchase up to 1,250 shares of Series A Redeemable Convertible Preferred Stock at an exercise price equal to $1.00 per share (the “Preferred Stock Warrant”)

(b) 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 (the “Liquidity Preferred Stock Warrant”)

(c) warrants to purchase up to 4,000,000 shares of common stock at an exercise price equal to $0.10 per share (which warrant has specific performance vesting thresholds) (the “Common Stock Warrant”)

(d) provided that Mr.

Shworan is employed by or otherwise providing services to the Company or its subsidiaries on each of January 1, 2018, and 2019, the Company will at that time issue to Mr.

1 unchanged sentence

Shworan a cash salary.

provided that Mr.

(e) provided that Mr.

Shworan is employed by or otherwise providing services to the Company or its subsidiaries on January 1, 2020, the Company shall pay Mr.

6 unchanged sentences

Options Awards represent the fair value of option awards granted in 2025, computed in accordance with FASB ASC 718, Stock Compensation .

Fees Earned or

Paid in Cash ($)

Compensation ($)

Fees Earned or Paid in Cash ($)

Option Awards ($)

All Other Compensation ($)

The Chairman of the Board, Robert J.

6 unchanged sentences

Name of Beneficial Owner (1)

Shares of Common

Stock Owned (2)

Percentage of

Beneficially Owned (2)

Number of Shares of Common Stock Owned (2)

Percentage of Common Stock Beneficially Owned (2)

Directors and Executive Officers

97 unchanged sentences

effective May 1, 2021 for approximately $6,500 per month.

Shworan, President and Chief Executive Officer of Quotemedia Ltd., is a control person of 410734 B.C.

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

At December 31, 2025 $41,679.09 was due to 410734 B.C.

At December 31, 2023, no amounts were due to 410734 B.C.

The Company entered into a marketing agreement with Bravenet Web Services, Inc.

(“Bravenet”) effective November 28, 2019.

The Company agreed to pay Bravenet an upfront setup fee of $7,000 upon signing the agreement and a monthly service fee of $2,500 starting February 2020.

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

The Company pays a monthly marketing service fee of $3,000 to Bravenet Web Services, Inc.

(“Bravenet”).

At December 31, 2025 and 2024, there was $64,483 and $28,483 due to Bravenet related to this agreement, respectively.

Also, on February 25, 2025, Bravenet advanced the Company $72,000.

There are no fixed repayment terms and no interest charged on the advance.

Shworan is a control person of Bravenet.

At December 31, 2024 and 2023, there were $185,002 and $68,988 in unreimbursed expenses owed to Keith Randall, CEO of Quotemedia, Inc.

All amounts due to related parties are included in accounts payable and accrued liabilities on the Company’s consolidated balance sheets.

As of December 31, 2025 and 2024, there were $139,670 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.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as a part of the report:

(a) The following documents are filed as a part of the report:

(1) Financial Statements

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No financial statement schedules are included because such schedules are not applicable, are not required, or because required information is included in the consolidated financial statements or notes thereto.

Exhibit Number

Description of Exhibit

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Consolidated Statements of Operations

Consolidated Statements of Changes in Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Changes in Series A Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity

Consolidated Statements of Cash Flows

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of QuoteMedia Inc.

(the “Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in series A redeemable convertible preferred stock and stockholders’ equity (deficit), 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 “consolidated financial statements”).

(the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in series A redeemable convertible preferred stock and stockholders’ (deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024 and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses from operations resulting in an accumulated deficit and does not have sufficient working capital which raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

This matter is also described in the “Critical Audit Matters” section of our report.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter Description

Audit Response

Capitalized Internal-Use Software Development Costs

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Assessed the appropriateness of the disclosures in the notes to the consolidated financial statements.

Going Concern

As described in Note 1 to the consolidated financial statements, the Company does not have sufficient cash to fund normal operations and therefore, will need to obtain additional equity or debt financing.

Management has prepared future cash flow forecasts, which involves judgement and estimation of key variables that affect cash flows, such as planned expenditure.

We identified the Company’s ability to continue as a going concern as a critical audit matter because auditing the Company’s going concern assessment is complex and involves a high degree of auditor judgment to assess the reasonableness of cash flow forecasts, planned refinancing actions and other assumptions used in the Company’s going concern analysis.

This matter is also described in the “Material Uncertainty Related to Going Concern” section of our report.

We responded to this matter by performing audit procedures in relation to management’s assessment of the Company’s ability to continue as a going concern.

Our audit work in relation to this included, but was not restricted to, the following:

Evaluated the cash flow forecasts prepared by management and evaluated the integrity and arithmetical accuracy of the model.

Evaluated the key assumptions used in the model to estimate future cash flows for a reasonable period of time, of at least 12 months from the date of the Statement of Financial Position, by comparing assumptions used by management against historical performance, budgets, economic and industry indicators and publicly available information.

Assessed the adequacy of the going concern disclosure included in Note 1 to the consolidated financial statements.

Chartered Professional Accountants

8 unchanged sentences

Cash and cash equivalents

Accounts receivable, net

Accounts receivable, net (see note 3)

Prepaid expenses

6 unchanged sentences

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

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:

6 unchanged sentences

Long-term portion of operating lease liabilities (see note 5)

Preferred stock warrant liability (see note 9)

Total long-term liabilities

Mezzanine 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 December 31, 2023 (see note 9)

Stockholders’ equity (deficit):

Stockholders’ (deficit) equity

Preferred stock, 10,000,000 shares authorized:

3 unchanged sentences

123,685 at December 31, 2025 (see note 10)

Common stock, $ 0.001 par value, 150,000,000 shares authorized, shares issued and outstanding:

Common stock, $ 0.001 par value, 150,000,000 shares authorized, shares issued and

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

3 unchanged sentences

( 21,187,879 )

Total stockholders’ equity (deficit)

Total liabilities, mezzanine equity and stockholders’ equity (deficit)

Total stockholders’ (deficit) equity

Total liabilities and stockholders’ (deficit) equity

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

QUOTEMEDIA, INC.

7 unchanged sentences

Software development

OPERATING (LOSS) INCOME

OPERATING LOSS

( 2,099,208 )

( 1,281,284 )

OTHER INCOME (EXPENSES), NET

Foreign exchange income (loss)

Foreign exchange (loss) income

Interest expense

NET INCOME (LOSS) BEFORE INCOME TAXES

NET LOSS BEFORE INCOME TAXES

( 2,269,900 )

( 1,180,056 )

Income tax expense (see note 9)

NET (LOSS) INCOME

$ ( 2,317,424 )

EARNINGS PER SHARE (see note 10)

Basic earnings (loss) per share

Diluted earnings (loss) per share

$ ( 1,327,037 )

LOSS PER SHARE (see note 11)

Basic and diluted loss per share

WEIGHTED AVERAGE SHARES OUTSTANDING (see note 11)

Basic and diluted

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

QUOTEMEDIA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE

PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY

For the year ended December 31, 2025 and 2024

3 unchanged sentences

Number of Shares

Paid-in Capital

Accumulated Deficit

Equity (Deficit)

Balance, December 31, 2024

$ ( 21,187,879 )

Reclassification of preferred stock warrants

Reclassification of series A redeemable convertible preferred stock

Stock-based compensation

3 unchanged sentences

$ ( 23,505,303 )

$ ( 840,342 )

Series A Redeemable Convertible

2 unchanged sentences

Number of Shares

Paid-in Capital

Accumulated Deficit

Equity (Deficit)

Balance, December 31, 2023

1 unchanged sentence

$ ( 859,881 )

Reclassification of preferred stock warrants

Reclassification of series A redeemable convertible preferred stock

Stock-based compensation

( 1,327,037 )

Balance, December 31, 2024

5 unchanged sentences

OPERATING ACTIVITIES:

Net (loss) income

$ ( 2,317,424 )

$ ( 1,327,037 )

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

Depreciation and amortization

Allowance for doubtful accounts

Bad debt expense

Stock-based compensation expense – common stock warrants

Fair value adjustment

Changes in assets and liabilities:

13 unchanged sentences

( 3,437,555 )

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of year

5 unchanged sentences

SIGNIFICANT ACCOUNTING POLICIES

a) Nature of operations

a) Nature and continuance of operations

Quotemedia, Inc.

2 unchanged sentences

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.

These consolidated financial statements have been prepared on a going concern basis.

The Company has incurred losses since inception resulting in an accumulated deficit of $ 23,505,303 and further losses are anticipated in the development of its business.

The Company does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds.

In order to continue to meet its fiscal obligations in the current fiscal year and beyond, the Company may need to seek additional financing.

This raises substantial doubt about the Company’s ability to continue as a going concern.

Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

b) Basis of consolidation

33 unchanged sentences

There were no impairments recorded for the years ended December 31, 2025 and 2024.

g) Earnings per share

Basic earnings per share are computed by dividing income by the weighted average number of shares outstanding during the year.

Diluted earnings per share considers shares outstanding (computed under basic earnings per share) and potentially dilutive common shares (such as stock options and redeemable convertible preferred stock outstanding).

Anti-dilutive securities represent potentially dilutive securities which are excluded from the computation of diluted EPS as their impact would be anti-dilutive.

Convertible instruments with non-market-price contingencies are excluded from diluted earnings per share until all the required non-market-price based contingencies are met.

The effect of a stock split or reverse split is applied retroactively to preceding periods.

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

g) Loss per share

Basic loss per share are computed by dividing income by the weighted average number of shares outstanding during the year.

Diluted loss per share considers shares outstanding (computed under basic earnings per share) and potentially dilutive common shares (such as stock options and redeemable convertible preferred stock outstanding).

Anti-dilutive securities represent potentially dilutive securities which are excluded from the computation of diluted EPS as their impact would be anti-dilutive.

Convertible instruments with non-market-price contingencies are excluded from diluted loss per share until all the required non-market-price based contingencies are met.

The effect of a stock split or reverse split is applied retroactively to preceding periods.

h) Income taxes

6 unchanged sentences

Interest and penalties, if applicable, would be recorded in operations.

The Company recorded income tax expense of $ 146,981 and $ 2,966 for the years ended December 31, 2024 and 2023, respectively (see Note 8).

i) Use of estimates

2 unchanged sentences

(ii) the amount of allowance for doubtful accounts, (iii) the capitalization of software development costs, (iv) income taxes, (v) the incremental borrowing rate for operating leases, (vi) the useful life of property and equipment and intangible assets and (vii) stock-based compensation.

In addition, the assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements.

Actual results and outcomes may differ from management’s estimates and assumptions.

1 unchanged sentence

Software development expenses consist primarily of costs incurred to maintain the Company’s software applications.

The Company expensed $ 3,167,712 and $ 2,757,031 in software development costs during the years ended December 31, 2024 and 2023, respectively.

Software development costs are costs that did not meet the capitalization criteria for internal-use software development costs (see Note 7).

12 unchanged sentences

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company determines revenue recognition through the following steps:

5 unchanged sentences

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.

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contract Balances

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o) Recent Accounting Pronouncements

Recently Adopted

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

This standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments in ASU 2023-07 will be applied retrospectively to all prior periods presented in the consolidated financial statements.

The adoption of ASU 2023-07 did not have a significant impact on the Company’s consolidated financial statements.

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.

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

QUOTEMEDIA, INC.

NOTES TO 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.

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

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.

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Disaggregated Revenue

12 unchanged sentences

( 1,480,421 )

New deferrals, net of amounts recognized in the current period

New deferrals, net of amounts recognized in the current year

Effects of foreign currency translation

3 unchanged sentences

Total deferred revenue

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $ 3.7 million as of December 31, 2025.

2 unchanged sentences

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.

ACCOUNTS RECEIVABLE

At December 31,

Accounts receivable, gross

Allowance for doubtful accounts

Accounts receivable, net

RELATED PARTIES

1 unchanged sentence

effective May 1, 2021 for approximately $ 6,500 per month.

Shworan, President and Chief Executive Officer of Quotemedia Ltd., is a control person of 410734 B.C.

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

At December 31, 2025 $ 41,679 .09 was due to 410734 B.C.

At December 31, 2023, no amounts were due to 410734 B.C.

The Company entered into a marketing agreement with Bravenet Web Services, Inc.

(“Bravenet”) effective November 28, 2019.

The Company agreed to pay Bravenet an upfront setup fee of $ 7,000 upon signing the agreement and a monthly service fee of $ 2,500 starting February 2020.

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

The Company pays a monthly marketing service fee of $ 3,000 to Bravenet Web Services, Inc.

(“Bravenet”).

At December 31, 2025 and 2024, there was $ 64,483 and $ 28,483 due to Bravenet related to this agreement, respectively.

Also, on February 25, 2025, Bravenet advanced the Company $ 72,000 .

There are no fixed repayment terms and no interest charged on the advance.

Shworan is a control person of Bravenet.

At December 31, 2024 and 2023, there were $ 185,002 and $ 68,988 in unreimbursed expenses owed to Keith Randall, CEO of Quotemedia, Inc.

All amounts due to related parties are included in accounts payable and accrued liabilities on the Company’s consolidated balance sheets.

As of December 31, 2025 and 2024, there were $ 139,670 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.

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has operating leases for corporate offices.

9 unchanged sentences

For certain leases the Company accounts for the lease and non-lease components as a single lease component.

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental balance sheet information related to leases at December 31, was as follows:

9 unchanged sentences

Maturities of lease liabilities were as follows:

Year ending December 31,

Total lease payments

6 unchanged sentences

Supplemental cash flow information related to leases was as follows:

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Operating cash flows from operating leases

Operating cash flows used in operating leases

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

Operating leases

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PROPERTY AND EQUIPMENT

28 unchanged sentences

Ending balance

Capitalized internal-use software development costs are recorded at cost less accumulated depreciation.

Capitalized internal-use software development costs are recorded at cost less accumulated amortization.

Amortization is calculated on a straight-line basis over three years which is the capitalized internal-use software development costs estimated useful life.

1 unchanged sentence

Software applications are used by the Company’s subscribers to access, manage and analyze information in the Company’s databases.

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated amortization expense of capitalized internal-use software development costs is as follows:

Year ending December 31,

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INTANGIBLE ASSETS AND GOODWILL

15 unchanged sentences

The Company accounts for income taxes according to the provisions of FASB ASC 740, Income Taxes, which prescribes an asset and liability approach for computing deferred income taxes.

Reconciliations of income taxes computed at the statutory federal rate to income tax expense (benefit) for the years ended December 31, 2024 and 2023 are as follows:

Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign for the years ended December 31, 2025 and 2024 were as follows:

( 2,055,320 )

( 1,351,436 )

Total income (or loss) from continuing operations before income tax

$ ( 2,269,900 )

$ ( 1,180,056 )

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the provision for income taxes is as follows:

Total current tax provision

Total deferred tax provision

Total provision for income taxes

Reconciliation of income taxes computed at the statutory federal rate to income tax expense (benefit) for the year ended December 31, 2025 is as follows:

Net loss income before income tax

4 unchanged sentences

Change in intangibles

Adjustment in respect of prior periods

Change in other items

1 unchanged sentence

Change in valuation allowance

Effective income tax rate

Reconciliation of income taxes computed at the statutory federal rate to income tax expense (benefit) for the year ended December 31, 2024 is as follows:

Net loss income before income tax

$ ( 1,180,056 )

Tax provision (benefit) at the statutory rate of 21%

State income taxes, net of federal income tax

Stock-based compensation and other non-deductible expenses

Change in intangibles

Change in other items

Canadian income tax expense (benefit)

Change in valuation allowance

Income tax expense (recovery)

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 2025, the Company recorded Arizona income tax expense of $ 47,524 and Canadian income tax expense of $ 0 .

The Company does not have any material Canadian deferred tax assets or deferred tax liabilities.

As of December 31, 2024, we had net operating loss carryforwards for federal income tax reporting purposes amounting to approximately $ 4,000,000 which expire in varying amounts through the year 2043 .

As of December 31, 2025, we had net operating loss carryforwards for federal income tax reporting purposes amounting to approximately $ 3,800,000 which expire in varying amounts beginning in 2033 .

Federal net operating loss carryforwards generated after 2017 can be carried forward indefinitely.

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The components of the Company’s deferred tax asset (liabilities) at December 31, 2025 and 2024 are as follows:

13 unchanged sentences

Therefore, no reserves for uncertain income tax positions have been recorded.

REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY

a) Redeemable convertible preferred shares

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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 CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

b) Common stock

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In September 1999, this number was increased to 2,500,000 .

As of December 31, 2024, 1,144,817 shares of the Company’s common stock had been issued upon exercise of options granted under the 1999 plan, and there were outstanding options to acquire 1,355,183 shares of the Company’s common stock under the 1999 plan.

As of December 31, 2025 and 2024, 1,144,817 shares of the Company’s common stock had been issued upon exercise of options granted under the 1999 plan, and there were outstanding options to acquire 1,355,183 shares of the Company’s common stock under the 1999 plan.

2003 Equity Incentive Compensation Plan

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The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized.

At December 31, 2024, there were 15,000,000 shares of common stock authorized for issuance pursuant to the 2003 plan.

As of December 31, 2024, 2,350,372 shares of common stock had been issued upon exercise of options granted under the 2003 plan, and there were 4,720,000 options outstanding under the 2003 plan.

For the years ended December 31,2024 and 2023, estimated stock-based compensation expense (recovery) related to all the Company’s stock-based awards was comprised as follows:

Sales and marketing expense (recovery)

At December 31, 2025 and 2024, there were 15,000,000 shares of common stock authorized for issuance pursuant to the 2003 plan.

As of December 31, 2025 and 2024, 2,350,372 shares of common stock had been issued upon exercise of options granted under the 2003 plan, and there were 4,720,000 options outstanding under the 2003 plan.

For the years ended December 31,2025 and 2024, estimated stock-based compensation expense related to all the Company’s stock-based awards was comprised as follows:

Sales and marketing expense

General and administrative expense

Software development expenses

Total stock-based compensation expense (recovery)

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total stock-based compensation expense

Common Stock Options and Warrants

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Outstanding at December 31, 2025

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the weighted average remaining contractual life and exercise price of common stock options and warrants outstanding at December 31, 2025:

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Exercisable at

$ 0.03 - 0.10

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

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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 CONSOLIDATED FINANCIAL STATEMENTS

Also pursuant to the Compensation Agreement with Mr.

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

Fair Value Measurement of Compensation Preferred Stock Warrants

The Company adheres to ASC 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements;

accordingly, the standard does not require any new fair value measurements of reported balances.

ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement.

Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.

As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company could access.

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

There was no Preferred Stock Warrant liability at December 31, 2024 as the preferred stock warrant liability was reclassified to additional paid-in capital in 2024.

As of December 31, 2023, the fair value of the Preferred Stock Warrant Liability was $ 611,563 .

The estimated fair value of the Preferred Stock Warrant liability is determined using Level 3 inputs.

The Preferred Stock Warrants were valued using a bond plus option framework reflecting the cash flow of the Preferred Stock Warrants and used a probability weighted sum of the value in each potential year before expiration to estimate the fair value of the Preferred Stock Warrants.

Volatility was based on public peer companies, adjusted for size and leverage.

Risk-free rate was selected based on term matched Treasury securities.

Bond repayment depends on the Company’s timely access to the required cash and as such, is discounted at the Company’s assumed borrowing rate.

This model was run based on the Management's expected term and probabilities of a liquidity event.

The key inputs for the framework were as follows as of December 31, 2024 and 2023:

Valuation Inputs

Expected Time to Expiration (years)

Stock Price on Valuation Date

Peer Volatility

Cash Flow Discount Rate

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024 and 2023, 31,250 preferred stock warrants were exercisable.

The following table sets forth a summary of the changes in the fair value of the Level 3 Preferred Stock Warrant Liability for the years ended December 31, 2024 and December 31,2023:

Preferred Stock Warrant Liability

Fair value as of December 31, 2022

Change in fair value

Fair value as of December 31, 2023

Change in fair value

Reclassification of preferred stock warrants on April 26, 2024

Fair value as of December 31, 2024

The changes in fair value attributable to the Preferred Stock Warrants are recorded as an adjustment to stock compensation expense and reported in Sales and Marketing expense on the Consolidated Statements of Operations.

EARNINGS PER SHARE

LOSS PER SHARE

Basic net income per share is computed by dividing net income during the year by the weighted-average number of common shares outstanding, excluding the dilutive effects of common stock equivalents.

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$ ( 2,317,424 )

$ ( 1,327,037 )

Weighted average common shares used to calculate net income per share

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

Net (loss) income per share – basic

Net (loss) income per share – diluted

Net loss income per share – basic and 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 years ended December 31, 2025 and 2024 are shown below:

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Total potential common shares excluded

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTARY CASH FLOW INFORMATION

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For the years ended December 31, 2025 and 2024, revenue from Canada accounted for approximately 36 % and 39 %, respectively, of total revenue.

Customer Concentration

The following table summarizes customers comprising 10% or more of revenue for the years ended December 31,

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

QUOTEMEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEGMENT REPORTING

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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 and comprehensive income (loss) are significant and there are no other significant segment expenses that would require disclosure or are regularly provided to the CODM.

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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The Company has evaluated events up to the filing date of these consolidated financial statements and determined there are no other subsequent event activity required disclosure.

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

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-K

Item 9A. Controls and Procedures