What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-14 · 124 added, 69 removed, 306 unchanged (39% of the section changed)

24 unchanged sentences

Preferred stock, 10,000,000 shares authorized:

Series A Redeemable Convertible Preferred stock, $ 0.001 par value, 550,000 shares designated;

Series A Redeemable Convertible Preferred stock, $ 0.001 par value,

550,000 shares designated;

shares issued and outstanding:

123,685 at March 31, 2026 and December 31, 2025 (see note 6)

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

90,477,798 at March 31, 2026 and December 31, 2025

123,685 at June 30, 2026 and December 31, 2025 (see note 6)

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

90,477,798 at June 30, 2026 and December 31, 2025

Additional paid-in capital

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three-months ended March 31,

Three-months ended June 30,

Six-months ended June 30,

REVENUE (see note 3)

4 unchanged sentences

Software development

Total operating expenses

OPERATING LOSS

OTHER INCOME (EXPENSES), NET

Foreign exchange income

( 1,000,954 )

( 1,166,802 )

OTHER INCOME (EXPENSES)

Foreign exchange gain (loss)

Interest expense

Total other income (expenses)

NET LOSS BEFORE INCOME TAXES

( 1,284,472 )

Income tax expense

1 unchanged sentence

$ ( 853,582 )

$ ( 983,059 )

$ ( 1,353,393 )

LOSS PER SHARE (see note 7)

Basic and diluted loss per share

Basic loss per share – basic & diluted

WEIGHTED AVERAGE SHARES OUTSTANDING (see note 7)

Basic and diluted

Basics & diluted

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

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

For the three-months ended March 31, 2026 and 2025

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

For the three and six-months ended June 30, 2026

Series A Redeemable Convertible

Preferred Stock

Number of Shares

Paid-in Capital

Accumulated Deficit

Stockholders’ Deficit

Balance, December 31, 2025

Balance, March 31, 2026

$ ( 24,125,915 )

$ ( 1,460,954 )

Balance, March 31, 2026

Balance, June 30, 2026

$ ( 24,488,362 )

2 unchanged sentences

Preferred Stock

Number of Shares

Paid-in Capital

Accumulated Deficit

2 unchanged sentences

$ ( 23,505,303 )

$ ( 840,342 )

Balance, June 30, 2026

$ ( 24,488,362 )

$ ( 1,823,401 )

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

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

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

Series A Redeemable Convertible

Preferred Stock

Three-months ended June 30, 2025:

Accumulated Deficit

Stockholders’ Equity

Balance, March 31, 2025

$ ( 21,687,690 )

Stock-based compensation

Balance, June 30, 2025

$ ( 22,541,272 )

Series A Redeemable Convertible

Preferred Stock

Six-months ended June 30, 2025:

Accumulated Deficit

Stockholders’ Equity

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 consolidated condensed interim financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three-months ended March 31,

Six-months ended June 30,

OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 1,353,393 )

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

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

Depreciation and amortization

Allowance for doubtful accounts

Stock-based compensation expense – common stock warrants

Changes in assets and liabilities:

9 unchanged sentences

Net cash used in investing activities

Net increase (decrease) in cash

Net decrease in cash

Cash and equivalents, beginning of period

8 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, 2026 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, 2026 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, 2025 contained in the Form 10-K filed with the Securities and Exchange Commission dated April 7, 2026.

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, 2026, 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 $ 370,000 as of March 31, 2026 and $ 570,000 at December 31, 2025, respectively.

Bad debt (recovery) expenses were $( 936 ) and $ 9,312 for the three-months ended March 31, 2026 and 2025, 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, 2026, 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 $ 390,000 as of June 30, 2026 and $ 570,000 at December 31, 2025, respectively.

Bad debt expenses were $ 37,008 and $ 102,558 for the three-months ended June 30, 2026 and 2025 and $ 36,072 and $ 111,870 for the six-months ended June 30, 2026 and 2025, 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.

25 unchanged sentences

Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires improved disclosure of the nature and disaggregation of income statement expenses.

The standard is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

The Company is currently evaluating the potential impact that this standard may have on its Consolidated Financial Statements.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

4 unchanged sentences

The Company is currently evaluating the timing and method of its adoption of ASU 2025-06.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

16 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

( 1,217,421 )

( 1,183,912 )

New deferrals, net of amounts recognized in the current period

Effects of foreign currency remeasurement

Effects of foreign currency translation

Total deferred revenue

2 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 $ 486,098 as of March 31, 2026.

We expect to recognize approximately 81 % of our total remaining performance obligation revenue over the next 12 months and the remainder thereafter.

Practical Expedients

The Company applies a practical expedient and does not disclose the value of the remaining performance obligations for contracts that are less than one year in duration.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Practical Expedients

The Company applies a practical expedient and does not disclose the value of the remaining performance obligations for contracts that are less than one year in duration.

RELATED PARTIES

2 unchanged sentences

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

At March 31, 2026 $ 82,968 was due to 410734 B.C.

At June 30, 2026 $ 101,010 was due to 410734 B.C.

and at December 31, 2025 $ 62,883 was due to 410734 B.C.

1 unchanged sentence

(“Bravenet”).

At March 31, 2026 and December 31, 2025, there was $ 73,629 and $ 62,883 due to Bravenet related to this agreement, respectively.

At June 30, 2026 and December 31, 2025, there was $ 83,946 and $ 62,883 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, 2026 and December 31, 2025, there was $ 71,757 and $ 72,924 due to Bravenet related to this advance.

At March 31, 2026 and December 31, 2025, there were $ 151,299 and $ 139,670 in unreimbursed expenses owed to Keith Randall, CEO of Quotemedia, Inc., respectively.

At June 30, 2026 and December 31, 2025, there was $ 70,368 and $ 72,924 due to Bravenet related to this advance.

At June 30, 2026 and December 31, 2025, $ 85,817 was owed to David M.

Shworan related to an unpaid bonus earned in 2022.

At June 30, 2026 and December 31, 2025, there were $ 153,095 and $ 139,670 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,

2026 (excluding the three-months ended March 31, 2026)

2026 (excluding the six-months ended June 30, 2026)

Total lease payments

Less imputed interest

The components of lease expense for the three-months ended March 31, 2026 and 2025 were as follows:

Three-months ended March 31,

The components of lease expense for the three and six-months ended June 30, 2026 and 2025 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, 2026 and 2025 related to leases was as follows:

Supplemental cash flow information for the six-months ended June 30, 2026 and 2025 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, 2026 and 2025.

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

Operating leases

REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

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 March 31, 2026 and December 31, 2025, 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, 2026 and 2025.

At June 30, 2026 and December 31, 2025, 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, 2026 and 2025.

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.

b) Common stock

No shares of common stock were issued during the three-months ended March 31, 2026 and 2025.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

b) Common stock

No shares of common stock were issued during the three and dix-months ended June 30, 2026 and 2025.

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, 2026 and 2025.

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, 2026 and 2025 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, 2026 and December 31, 2025 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, 2026 and 2025.

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, 2026:

At March 31, 2026, there was no unrecognized compensation cost related to non-vested options and warrants granted to purchase common stock.

There were 25,772,803 fully vested common stock warrants and options outstanding at June 30, 2026 and December 31, 2025 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 and six-months ended June 30, 2026 and 2025.

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, 2026:

At June 30, 2026, 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, 2026, the aggregate intrinsic value of options and warrants outstanding and exercisable was $ 2,116,926 .

At June 30, 2026, the aggregate intrinsic value of options and warrants outstanding and exercisable was $ 2,374,654 .

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.

9 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, 2026.

therefore, no compensation expense has been recognized as of June 30, 2026.

The probability is re-evaluated each reporting period.

As of March 31, 2026, there was $ 7,480,496 in unrecognized stock-based compensation expense related to these liquidity preferred stock warrants.

As of June 30, 2026, 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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026, there were a total of 413,493 preferred stock warrants outstanding with a weighted average remaining contractual life of 21.8 years.

As of March 31, 2026, 31,250 preferred stock warrants were exercisable.

No preferred stock warrants were granted or exercised for the three-months ended March 31, 2026 and 2025.

As of June 30, 2026, there were a total of 413,493 preferred stock warrants outstanding with a weighted average remaining contractual life of 21.8 years.

As of June 30, 2026, 31,250 preferred stock warrants were exercisable.

No preferred stock warrants were granted or exercised for the three and six-months ended June 30, 2026 and 2025.

LOSS PER SHARE

5 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, 2026 and 2025 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, 2026 and 2025 are as follows:

Three-months ended June 30,

Six-months ended June 30,

$ ( 362,447 )

$ ( 853,582 )

Weighted average common shares used to calculate net loss per share

$ ( 983,059 )

$ ( 1,353,393 )

Weighted average common shares used to calculate net income per share

Warrants to purchase redeemable convertible preferred stock

1 unchanged sentence

Stock options and warrants to purchase common stock

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

Net loss 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 three-months ended March 31, 2026 and 2025 are shown below:

Three-months ended March 31,

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

Net loss per share – basic & 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 and six-months ended June 30, 2026 and 2025 are shown below:

Three-months ended June 30,

Six-months ended June 30,

Warrants to purchase redeemable convertible preferred stock

9 unchanged sentences

The service term for the software arrangements is variable, with the median term being approximately one year.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accounting policies of the financial market data segment are the same as those described in the summary of accounting policies.

7 unchanged sentences

The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation.

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

2 unchanged sentences

A significant portion of the Company’s revenue has historically been derived from customers outside of the United States, primarily in Canada.

For the years ended March 31, 2026 and 2025, revenue from Canada accounted for approximately 37 % and 35 %, respectively, of total revenue.

For the three-months ended June 30, 2026 and 2025, revenue from Canada accounted for approximately 37 % and 36 %, respectively, of total revenue.

For the six-months ended June 30, 2026 and 2025, revenue from Canada accounted for approximately 37 % and 35 %, respectively, of total revenue.

Customer Concentration

The following table summarizes customers comprising 10 % or more of revenue for the three-months ended March 31,

The following table summarizes customers comprising 10 % or more of revenue for the three and six-months ended June 30,

Three-months ended June 30,

Six-months ended June 30,

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