Filed 2026-03-13 · Period ending 2025-12-31 · 34,728 words · SEC EDGAR
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# NETWORK-1 TECHNOLOGIES, INC. (NTIP) — 10-K
**Filed:** 2026-03-13
**Period ending:** 2025-12-31
**Accession:** 0001072613-26-000270
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1065078/000107261326000270/)
**Origin leaf:** 800118ef8e23770fad06c29ee2d20c3b0d5c5b131cc535ffc8ccdfecdf28b7d3
**Words:** 34,728
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**
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
|
FORM 10-K
| |
******ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**
**SECURITIES EXCHANGE ACT OF 1934**
****
For the fiscal year ended December 31, 2025
******TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**
**SECURITIES EXCHANGE ACT OF 1934**
****
For the transition period from ____________ to ___________.
Commission File Number: 1-15288
**NETWORK-1 TECHNOLOGIES, INC.**
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware |
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11-3027591 | |
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(State
or Other Jurisdiction of
Incorporation
or Organization) |
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(I.R.S.
Employer
Identification
Number) | |
|
|
|
| |
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65 Locust Avenue, Third Floor
New Canaan, Connecticut 06840 | |
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(Address
of Principal Executive Offices) | |
Registrant's telephone number, including area code:
**(203) 920-1055**
Securities registered pursuant to Section 12(b) of the
Act:
|
Title
of each class |
Trading
symbol |
Name
of each exchange on which registered |
|
|
Common Stock $.01 par value |
NTIP |
NYSE
American |
|
|
|
|
|
|
Securities registered under Section 12(g) of the Act:
**Common Stock, $.01 par value**
(Title of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934.Yes **** No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer,
smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer |
Accelerated filer | |
|
Non-accelerated filer |
Smaller reporting company | |
|
Emerging growth
company |
| |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.****
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in this filing reflect the correction of an error to previously issued financial statements.****
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D.1(b).****
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes **** No
The aggregate market value of the voting and non-voting common stock held
by non-affiliates computed by reference to the price at which the common stock was last sold as of June 30, 2025 was approximately $ 18,790,004
based on the closing price as reported on NYSE American Exchange.Shares of voting stock held by each officer and director
and by each person, who as of June 30, 2025, the last business day of the Registrants most recently completed second quarter, may
be deemed to have beneficially owned more than 10% of the voting stock have been excluded. This determination of affiliate status is not
necessarily a conclusive determination of affiliate status for any other purpose.
The number of shares outstanding of Registrant's common stock as of March
9, 2026 was 22,793,308.
-1-
**NETWORK-1
TECHNOLOGIES, INC.**
**2025
FORM 10-K**
**TABLE
OF CONTENTS**
**Page
No.**
PART
I
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Item 1.Business |
2 | |
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Item 1A.Risk Factors |
9 | |
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Item 1B.Unresolved Staff Comments |
18 | |
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Item 1C.Cybersecurity |
18 | |
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Item 2.Properties |
18 | |
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Item 3.Legal Proceedings |
19 | |
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Item 4.Mine Safety Disclosures |
20 | |
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PART
II |
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Item5.Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
21 | |
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Item 6.(Reserved) |
23 | |
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Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations |
24 | |
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Item 7A.Quantitative and Qualitative Disclosures About Market Risk |
29 | |
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Item 8.Financial Statements and Supplementary Data |
29 | |
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Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
29 | |
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Item 9A.Controls and Procedures |
29 | |
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Item 9B.Other Information |
30 | |
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Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
30 | |
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PART
III |
| |
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Item 10.Directors, Executive Officers and Corporate Governance |
31 | |
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Item 11.Executive Compensation |
36 | |
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Item 12.Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters |
41 | |
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Item 13.Certain Relationships and Related Transactions and Director Independence |
43 | |
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Item 14.Principal Accountant Fees and Services |
43 | |
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PART
IV |
| |
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Item 15.Exhibits and Financial Statement Schedules |
45 | |
|
Item
16.10-K Summary |
47 | |
|
Signatures |
48 | |
-1-
**PART
I**
Forward-looking
statements:
THIS
ANNUAL REPORT ON FORM 10-K CONTAINS STATEMENTS ABOUT FUTURE EVENTS AND EXPECTATIONS WHICH ARE FORWARD-LOOKING
STATEMENTS. ANY STATEMENT IN THIS 10-K THAT IS NOT A STATEMENT OF HISTORICAL FACT MAY BE DEEMED TO BE A FORWARD-LOOKING
STATEMENT WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED, OR SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934,ASAMENDED.FORWARD-LOOKING STATEMENTS PROVIDE CURRENT EXPECTATIONS OF FUTURE EVENTS BASED
ON CERTAIN ASSUMPTIONS AND INCLUDE ANY STATEMENT THAT DOES NOT DIRECTLY RELATE TO ANY HISTORICAL OR CURRENT FACT. STATEMENTS
CONTAINING SUCH WORDS AS MAY, WILL, EXPECT, BELIEVE,
ANTICIPATE, INTEND, COULD, ESTIMATE, CONTINUE OR
PLAN AND SIMILAR EXPRESSIONS OR VARIATIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.THESE
STATEMENTS ARE BASED ON THE BELIEFS AND ASSUMPTIONS OF OUR MANAGEMENT BASED ON INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT. SUCH
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CURRENT RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATED TO VARIOUS FACTORS SET FORTH IN
THIS REPORT AND IN OTHER FILINGS MADE BY US WITH THE SECURITIES AND EXCHANGE COMMISSION. BASED UPON CHANGING CONDITIONS, SHOULD ANY
ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, INCLUDING THOSE DISCUSSED AS RISK FACTORS IN ITEM 1A AND
ELSEWHERE IN THIS REPORT, OR SHOULD ANY OF OUR UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE
DESCRIBED IN THIS REPORT. WE UNDERTAKE NO OBLIGATION TO UPDATE, AND WE DO NOT HAVE A POLICY OF UPDATING OR REVISING THESE
FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF
THE DATE THE STATEMENT WAS MADE. UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERMS NETWORK-1, COMPANY,
WE, OUR, AND US MEAN NETWORK-1 TECHNOLOGIES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES,
MIRROR WORLDS TECHNOLOGIES, LLC AND HFT SOLUTIONS, LLC.
|
ITEM1. | BUSINESS |
|
Our
principal business is the development, licensing and protection of our intellectual property assets. We presently own one hundred nineteen
(119) U.S. patents, fifty-four (54) of such patents have expired, and fifteen (15) foreign patents (unexpired) relating to (i) our M2M/IoT
patent portfolio relating to, among other things, enabling technology for authenticating and using eSIM (embedded Subscriber Identification
Module) technology in IoT, Machine-to-Machine and other mobile devices, including smartphones, tablets and computers, as well as automobiles
(M2M/IoT Patent Portfolio); (ii) our HFT
-2-
patent
portfolio covering certain advanced technologies relating to high frequency trading, which inventions specifically address technological
problems associated with speed and latency and provide critical latency gains in trading systems. (HFT Patent Portfolio);
and (iii) our Cox patent portfolio relating to enabling technology for identifying media content on the Internet and taking further action
to be performed after such identification (Cox Patent Portfolio); (iv) our smart home patent portfolio relating to, among
other things, the enabling technology to support the interoperability of smart home IoT devices (Smart Home Patent Portfolio;
(v) our Remote Power Patent covering the delivery of power over Ethernet (PoE) cables for the purpose of remotely powering network devices,
such as wireless access ports, IP phones and network based cameras**;** and (vi) our Mirror Worlds Patent Portfolio relating to foundational
technologies that enable unified search and indexing, displaying and archiving of documents in a computer system. We no longer intend
to monetize our Remote Power Patent and Mirror Worlds Patent Portfolio as such patents have expired.
We
have invested $7,000,000 in ILiAD Biotechnologies, Inc. (ILiAD), a clinical stage biotechnology company dedicated to the
prevention and treatment of human disease caused by *Bordetella pertussis* with a focus on validating its proprietary intranasal
vaccine, BPZE1, for the prevention of pertussis (whooping cough). On December 31, 2025, we owned approximately 6.4% of the outstanding
units of ILiAD on a non-fully diluted basis and approximately 4.8% of the outstanding units on a fully diluted basis (see Business-
Investment in ILiAD Biotechnologies).
Our
current strategy includes continuing our efforts to monetize our intellectual property.In addition, we continue to seek to
acquire additional intellectual property assets to develop, commercialize, license or otherwise monetize. Our strategy includes working
with inventors and patent owners to assist in the development and monetization of their patented technologies. Our patent acquisition
and development strategy is to focus on acquiring high quality patents which management believes have the potential to generate significant
licensing opportunities as we have previously achieved with respect to our Remote Power Patent and our Mirror Worlds Patent Portfolio.
In addition, we may also enter into strategic relationships with third parties to develop, commercialize, license or otherwise monetize
their intellectual property.
In
the past we have been dependent upon our Remote Power Patent for a significant portion of our revenue. Our Remote Power Patent generated
revenue in excess of $188,000,000 from May 2007 through December 31, 2025. During the year ended December 31, 2025 and 2024, our Remote
Power Patent generated all of our revenue. We are no longer enforcing our Remote Power Patent. Our future revenue is dependent on our
ability to monetize our other patent assets.
We
have pending litigations involving our assertion of infringement claims concerning certain patents within our M2M/IoT Patent Portfolio
and HFT Patent Portfolio. In addition, we have a pending appeal to the U.S. Court of Appeals for the Federal Circuit of a District Courts
judgment of non-infringement dismissing our case against Google and YouTube involving certain patents within our Cox Patent Portfolio
(see Legal Proceedings at pages 19-20 of this Annual Report).
At
December 31, 2025, we had cash and cash equivalents and marketable securities of $36,869,000 and working capital of $36,336,000. Based
on our current cash position, we believe that we will have sufficient cash to fund our operations for the foreseeable future.
-3-
**Overview
of Our Patents**
We
are currently developing patents within our M2M/IoT Patent Portfolio, HFT Patent Portfolio and Smart Home Patent Portfolio. In addition,
we are currently monetizing certain patents within our M2M/IoT Patent Portfolio, HFT Patent Portfolio and Cox Patent Portfolio (see Legal
Proceedings at pages 19-20 hereof).
**
*M2M/IoT
Patent Portfolio*
Our
M2M/IoT Patent Portfolio, acquired in December 2017 from M2M and IoT Technologies, LLC (M2M), relates to, among other things,
enabling technology for authenticating and using eSIM (embedded Subscriber Identification Module) technology in IoT, Machine-to-Machine
and other mobile devices including smartphones, tablets and computers, as well as automobiles. The M2M/IoT Patent Portfolio currently
consists of forty-five (45) issued U.S. patents, five (5) pending U.S. patent applications, and fourteen (14) registered foreign patents.
Since we acquired the M2M/IoT Patent Portfolio in December 2017, we have been issued thirty-three (33) additional U.S. patents with respect
to the portfolio. We anticipate further issuances of additional claims for this portfolio. The expiration dates of the forty-five (45)
issued U.S. patents currently within our M2M/IoT Patent Portfolio range from September 2033 to May 2034. The expiration dates of the
fourteen (14) foreign patents currently within our M2M/IoT Patent Portfolio range from October 2034 - December 2034.
We
have an obligation to pay M2M 14% of the first $100 million of net proceeds (after deduction of expenses) and 5% of net proceeds greater
than $100 million from Monetization Activities (as defined) related to our M2M/IoT Patent Portfolio. In addition, M2M will be entitled
to receive from us $250,000 of additional consideration upon the occurrence of certain future events related to the patent portfolio.
John
Nix, the Managing Member of M2M, provides consulting services to us with respect to our M2M/IoT Patent Portfolio. Mr. Nix is an entrepreneur
and inventor, and founder and former Chief Executive Officer of Vobal Technologies, LLC. In 2016, Mr. Nix was recognized as Creator
of the Year by the Intellectual Property Law Association of Chicago for his intellectual property related to eSIM technology.
-4-
*HFT
Patent Portfolio*
On
March 25, 2022, we acquired the HFT Patent Portfolio. This portfolio covers certain advanced technologies relating to high frequency
trading, which inventions specifically address technological problems associated with speed and latency and provide critical latency
gains in trading systems.The HFT Patent Portfolio currently includes eleven (11) issued U.S. patents and two pending U.S. patents.
The expiration dates within our HFT Patent Portfolio range from****October 2039 to February2040.
In
addition to the purchase price that we paid at closing, we have an obligation to pay the seller an additional cash payment of $500,000
and $375,000 of our common stock contingent upon achieving certain milestones with respect to the HFT Patent Portfolio. We also have
an obligation to pay the seller 15% of the first $50 million of net proceeds (after deduction of expenses) generated from the patent
portfolio and 17.5% of net proceeds greater than $50 million.
*Cox
Patent Portfolio*
Our
Cox Patent Portfolio, acquired from Dr. Ingemar Cox in February 2013, currently consists of thirty-nine (39) U.S. patents relating to
enabling technology for identifying media content on the Internet, such as audio and video, and taking further actions to be performed
based on such identification. All of the patents within our Cox patent portfolio have expired. We have a pending appeal to the Federal
Circuit of a District Court ruling dismissing our case against Google Inc. and YouTube, LLC involving assertion of certain patents within
our Cox Patent Portfolio (see Legal Proceedings at pages 19-20 hereof). The patents within our Cox Patent Portfolio are
based on a patent application filed in 2000. Since the acquisition of the Cox Patent Portfolio in February 2013, we have been issued
thirty-four (34) additional patents relating to this portfolio.The claims in these thirty-four (34) additional patents are generally
directed towards systems of content identification and performing actions following therefrom.
We
are obligated to pay Dr. Cox 12.5% of the net proceeds generated by us from licensing, sale or enforcement of the Cox Patent Portfolio.
Dr. Cox provides consulting services to us with respect to the Cox Patent Portfolio and assists our efforts to develop the patent portfolio.
Dr.
Cox is currently a Professor at the University of Copenhagen and University College London where he is head of its Information and
Decision Systems Group. He is also Director of the EPSRC Digital Health Hub for AMR (Antimicrobial resistance). Dr. Cox was formerly
a member of the Technical Staff at AT&T Bell Labs and a Fellow at NEC Research Institute. He is a Fellow of the ACM, IEEE, the
IET (formerly IEE), and the British Computer Society and is a member of the UK Computing Research Committee. In 2019, Dr. Cox was
the recipient of the Tony Kent Strix Award in recognition of his contribution to the field of information retrieval. He was founding
co-editor in chief of the IEE Proc. on Information Security and was an associate editor of the IEEE Trans. on Information Forensics
and Security. He is co-author of a book entitled Digital Watermarking and its second edition Digital
Watermarking and Steganography. He is an inventor or co-inventor of over seventy (70) U.S. patents.
-5-
*Smart
Home Patent Portfolio*
Our
Smart Home Patent Portfolio, acquired in March 2025, relates to, among other things, enabling technology to support the interoperability
of smart home IoT devices. Our Smart Home Patent Portfolio currently consists of nine issued U.S. patents, four pending U.S. Patents
and one registered foreign patent and five pending foreign patents. The expiration dates within our HFT Patent Portfolio range from****October
2039 to February2040.
We
are obligated to pay the seller 12.5% of the first $100 million of net proceeds (after the deduction of expenses) and 5% of the net proceeds
in excess of $100 million from Monetization Activities (as defined) related to the patent portfolio. In addition, we are obligated to
pay the seller $50,000 upon certain events.
****
**Network-1
Strategy**
Our
strategy is to capitalize on our intellectual property assets by entering into licensing arrangements with third parties that utilize
our intellectual property's proprietary technologies as well as any additional proprietary technologies covered by patents which may
be acquired by us in the future. Our current patent acquisition and development strategy is to focus on acquiring high quality patents
which management believes have the potential to generate significant licensing opportunities as we have achieved with our Remote Power
Patent and Mirror Worlds Patent Portfolio. We no longer intend to enforce our Remote Power Patent and Mirror Worlds Patent Portfolio
as all such patents have expired. Our revenue is dependent on our ability to monetize our other patent portfolios. In addition, we may
enter into third party strategic relationships with inventors and patent owners to assist in the development and monetization of their
patent technologies. Based on our cash position, we review opportunities to acquire additional intellectual property as well as evaluate
other strategic alternatives.
In
connection with our activities relating to the protection of our intellectual property assets, or the intellectual property assets of
third parties with whom we may have strategic relationships in the future, it may be necessary to assert patent infringement claims against
third parties whom we believe are infringing our patents or those of our strategic partners. We are currently involved in several litigations
to protect our patents including certain patents within our M2M/IoT Patent Portfolio and HFT Patent Portfolio as well as an appeal to
the Federal Circuit of a District Court dismissal involving certain patents within our Cox Patent Portfolio (see Legal Proceedings
at pages 19-20 (hereof).
-6-
**Revenue
Concentration**
Revenue
from our Remote Power Patent as a result of a litigation settlement constituted 100% of our revenue for the year ended December 31, 2025.
We anticipate that our future revenue will continue to be derived from a few parties.
**Competition**
With
respect to our ability to acquire additional intellectual property assets or enter into strategic relationships with third parties to
monetize their intellectual property assets, we face considerable competition from other companies, many of which have significantly
greater financial and other resources than we have. The patent licensing and enforcement industry has grown and there has been a material
increase in the number of companies seeking to acquire intellectual property assets from third parties or to provide financing to third
parties seeking to monetize their intellectual property. Entities including, among others, Acacia Research Corporation (NASDAQ:ACTG),
Intellectual Ventures, WI-LAN Inc., and RPX Corporation, seek to acquire intellectual property or partner with third parties to license
or enforce intellectual property rights.In addition, we also compete with strategic corporate buyers with respect to the acquisition
of intellectual property assets. It is expected that others will enter this market as well. Many of these competitors have significantly
greater financial and human resources than us.
We
may also compete with litigation funding firms such as Burford Capital Limited, Validity Finance, LLC, Fortress Investment Group, LLC,
Parabellum Capital LLC and Bentham Capital LLC, venture capital firms and hedge funds for intellectual property acquisitions and licensing
opportunities. Many of these competitors also have greater financial resources and human resources than us.
**Regulatory
Environment**
If
new legislation, regulations or rules are implemented either by Congress, the USPTO or the courts that impact the patent application
process, the patent enforcement process or the rights of patent holders, these changes could negatively affect our business, financial
condition and results of operations. Certain legislation, regulations, and rulings by the courts and actions by the USPTO have materially
increased the risk and cost of enforcement of patents.U.S. patent laws were amended by the Leahy-Smith America Invents Act, referred
to as the America Invents Act, which became effective on March 16, 2013. The America Invents Act included a number of significant
changes to U.S. patent law. In general, it addressed issues surrounding the enforceability of patents and the increase in patent litigation
by, among other things, establishing new procedures for patent litigation and new administrative post-grant review procedures to challenge
the patentability of issued patents outside of litigation, including *Inter Partes*Review (IPR) proceedings which provide third
parties a timely and cost effective alternative to district court litigation to challenge the validity of an issued patent. The America
Invents Act and its implementation increased the uncertainties and costs surrounding the enforcement of patent rights has made it more
difficult to successfully enforce our patents.
-7-
In
addition, future changes in patent law could adversely impact our business. Such changes may not be advantageous to us and may make it
more difficult to obtain adequate patent protection to enforce our patents. Increased focus on the growing number of patent lawsuits,
particularly by non-practicing entities (NPEs), may result in legislative changes which increase the risk and costs of asserting patent
litigation.
**Investment
in ILiAD Biotechnologies**
During
the period December 2018 to date, we made aggregate investments of $7,000,000 in ILiAD, a privately held clinical stage biotechnology
company dedicated to the prevention and treatment of human disease caused by *Bordetella pertussis*. ILiAD is focused on validating
its proprietary intranasal vaccine, BPZE1, for the prevention of pertussis (whooping cough). Pertussis is a life-threatening disease
caused by the highly contagious respiratory bacterium *Bordetella pertussis*. On December 31, 2025, we owned approximately 6.4%
of the outstanding units of ILiAD on a non-fully diluted basis and approximately 4.8% of the outstanding units on a fully diluted basis.
In connection with our investment, Corey Horowitz, our Chairman and Chief Executive Officer, became a member of ILiADs Board of
Managers and received the same compensation for service on the Board as the other non-management Board members. Following ILiADs
completion of a preferred stock financing in February 2026, Mr. Horowitz no longer serves on the Board.
BPZE1
was developed in the laboratory of Camille Locht, PhD, at the Institut Pasteur de Lille (IPL) and French National Institute of Health
and Medical research. BPZE1 is a live-attenuated intranasal vaccine designed to overcome deficiencies of current pertussis vaccines,
including poor durability of protection and failure to prevent nasopharyngeal *Bordetella pertussis* infections that lead to escape
mutants and transmission to vulnerable infants. On February 5, 2026, ILiAD completed a $115,000,000 preferred stock financing**.**The
financing was led by RA Capital Management with participation from new investors Janus Henderson Investors and BNP Paribas Asset Management
Alts, as well as existing investors including a multi-national pharmaceutical company and AI Life Sciences. Following the closing of
the financing, we owned approximately 3.1% of the outstanding shares on a non-fully diluted basis and approximately 2.5% of the outstanding
shares on a fully diluted basis (see Note O to our consolidated financial statements included herein).
**Corporate
Information**
We
were incorporated under the laws of the State of Delaware in July 1990. Our principal executive offices are located at 65 Locust Avenue,
Third Floor, New Canaan, Connecticut 06840 and our telephone number is (203) 920-1055.
**Available
Information**
We
file or furnish various reports, such as registration statements, quarterly and current reports, proxy statements and other materials
with the SEC. Our website address is *www.network-1.com.*You may obtain, free of charge on our website, copies of our annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, Section 16 filings and amendments
to those reports or statements filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. The information we post on our website is intended for reference purposes only; none of the
information posted on our website is part of this Annual Report or incorporated by reference herein.
-8-
In
addition to the materials that are posted on our website, you may read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and other information statements, and
other information regarding issuers, including us, that file electronically with the SEC. The address of the SECs website is *http://www.sec.gov*.
**Employees
and Consultants**
We
currently have two full-time employees and two consultants providing monthly services to us.
****
|
ITEM
1A. | RISK FACTORS |
|
Our
operations and financial results are subject to various material risks and uncertainties, including those described below, which could
adversely affect our business, financial condition, results of operations, cash flow, and the trading price of our common stock. You
should carefully consider the material risks and uncertainties described below in addition to the other information set forth in this
Annual Report on Form 10-K, including, but not limited to, the section titled Managements Discussion and Analysis of Financial
Condition and Results of Operations. The material risks described below are not the only risks we face. Additional risks that
we do not know of or that we currently believe are immaterial may also impair our business operations. If any of the following risks
actually occur, our business, financial condition, results of operations and cash flow could be materially adversely affected, and the
trading price of our common stock could decline significantly.
**Risks
Related to Our Business**
**Our
revenue is uncertain as it is dependent upon litigation outcomes involving our patents which we cannot predict.**
Our
revenue is dependent upon our litigation outcomes. We currently have pending patent infringement litigations involving our M2M/IoT Patent
Portfolio and HFT Patent Portfolio as well as a pending appeal of dismissal of litigation involving our Cox Patent Portfolio (see Legal
Proceedings at pages 19-20 hereof). Patent litigation is inherently risky and uncertain and we cannot assure you that any of our
current or future litigation will result in a favorable outcome for us. Accordingly, our revenue is uncertain.
-9-
**If
we are unable to protect our patents, our business would be negatively impacted.**
We
believe our patents are valid, enforceable and valuable. Despite this belief, third parties typically defend assertion of our patents
by asserting defenses, among others, of non-infringement and invalidity. In addition, certain of our patents may become subject to USPTO
post-grant *inter partes* review proceedings (IPRs) which could result in all or a part of our patents being invalidated or the
claims being limited. Unfavorable outcomes in our litigation or IPRs may reduce our ability to enforce our patents or have other adverse
consequences. If we are unable to protect our patents or otherwise realize value for them, our business, financial condition and operating
results would be negatively impacted.
**We
may not achieve successful outcomes of litigations involving our HFT Patent Portfolio or M2M/IoT Patent Portfolio, which would have a
material negative impact on our ability to achieve significant revenue and net income in the future.**
On
December 26, 2024, we commenced patent litigations against Citadel Securities, LLC and Jump Trading, LLC in the United States District
Court for the Northern District of Illinois for infringement of certain patents within our HFT Patent Portfolio. On September 8, 2025,
we commenced patent litigation against Optiver US LLC and Optiver Trading US LLC in the United States District Court for the Western
District of Texas also for infringement of certain patents within our HFT Patent Portfolio. On June 27, 2025, we commenced patent litigation
against Samsung Electronics Co., LTD and Samsung Electronics America, Inc. in the United Stated District Court for the Eastern District
of Texas for infringement of certain patents within our M2M/IoT Patent Portfolio (see Legal Proceedings at page 19 hereof). We may not
achieve successful outcomes in these patent litigations involving our HFT Patent Portfolio and M2M/IoT Patent Portfolio which would have
a material negative impact on our ability to achieve significant revenue and net income in the future.
**The
outcome of our substantial investment in ILiAD is uncertain.**
We
have invested $7,000,000 in ILiAD, a privately held clinical stage biotechnology company, with focus on validating its proprietary intranasal
vaccine (BPZE1) for the prevention of pertussis (whopping cough). ILiAD faces material risks going forward. Accordingly, our investment
in ILiAD remains subject to substantial risks (see Note H to our consolidated financial statements included herein).
**We
have been dependent upon our Remote Power Patent for a significant portion of our revenue in the past and we may not be able to generate
future revenue from our other patents.**
Our
Remote Power Patent has generated revenue for us in excess of $188,000,000 from May 2007 through December 31, 2025. Revenue from our
Remote Power Patent constituted 100% of our revenue for 2025 ($150,000), 2024 ($100,000) and 2023 ($2,601,000) We no longer intend
to enforce our Remote Power patent which expired in March 2020. Our revenue is dependent on our ability to successfully monetize our
other patent portfolios. Our failure to successfully monetize our other patent portfolios
would have a negative impact on our business, financial condition and operating results.
-10-
**We
may not be able to capitalize in the future on our strategy to acquire high quality patents with significant licensing opportunities
or enter into strategic relationships with third parties to license or otherwise monetize their intellectual property.**
Based
upon the success we achieved from licensing our Remote Power Patent (twenty-eight (28) license agreements and in excess of $188,000,000
of revenue through December 31, 2025), the revenue we generated from our Mirror Worlds Patent Portfolio ($47,150,000), establishing a
patent portfolio currently consisting of one hundred nineteen (119) U.S. patents and fifteen (15) foreign patents, and our cash position,
we believe we have the expertise and sufficient capital to compete in the patent monetization market and to enter strategic relationships
with third parties to develop, commercialize, license or otherwise monetize their patents. Our strategy is to focus on acquiring high
quality patent assets which management believes have the potential for significant licensing opportunities. However, we may not be able
to acquire such additional high quality patents or, if acquired, we may not achieve material revenue or profit from such patents.Acquisitions
of patent assets are competitive, time consuming, complex and costly to consummate.High quality patents with significant licensing
opportunities are difficult to find and are often very competitive to acquire.In addition, such acquisitions present material
risks. Even if we acquire such additional patent assets, we may not be able to achieve significant licensing revenue or even generate
sufficient revenue related to such patent assets to offset the acquisition costs and the legal fees and expenses which may be incurred
to enforce, license or otherwise monetize such patents. In addition, we may not be able to enter into strategic relationships with third
parties to license or otherwise monetize their intellectual property and, even if we consummate such strategic relationships, we may
not achieve material revenue or profit from such relationships.
**The
patent monetization cycle is long, costly and unpredictable.**
There
is generally a significant time lag between acquiring a patent portfolio and recognizing revenue from those patent assets. During this
time lag, significant costs are likely to be incurred which may have a negative impact on our results of operations, cash flow and financial
position. Furthermore, the outcome of our efforts to monetize our patents is uncertain and we may not be successful.
**Our
quarterly and annual operating and financial results, including our revenue, are difficult to predict and are likely to fluctuate significantly
in future periods.**
Our
quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period.
Our revenue, net income and results of operations may widely fluctuate, including years where we may have no revenue, as a result of
a variety of factors that are outside our control, including the timing and our ability to achieve successful outcomes from current
and future patent litigation, our ability and timing in consummating future license agreements for our intellectual property
assets, the timing and extent of payments received by us from licensees, whether we will achieve a successful outcome of our
investment in ILiAD, and the timing and our ability to achieve revenue from future strategic relationships.
-11-
**In
the future we could be classified as a Personal Holding Company resulting in a 20% tax on our PHC Income that we do not distribute to
our shareholders.**
The
personal holding company (PHC) rules under the Internal Revenue Code impose a 20% tax on a PHCs undistributed personal
holding company income (UPHCI), which means, in general, taxable income subject to certain adjustments and reduced by certain
distributions to shareholders. For a corporation to be classified as a PHC, it must satisfy two tests: (1) that more than 50% in value
of its outstanding shares must be owned directly or indirectly by five or fewer individuals at any time during the second half of the
year (after applying constructive ownership rules to attribute stock owned by entities to their beneficial owners and among certain family
members and other related parties) (the Ownership Test) and (2) at least 60% of its adjusted ordinary gross income for
a taxable year consists of dividends, interest, royalties, annuities and rents (the Income Test).During the second
half of 2025, based on available information concerning our shareholder ownership, we did not satisfy the Ownership Test. In addition,
we did not satisfy the Income Test for 2025. Thus, we were not a PHC for 2025. However, we may be determined to be a PHC in the future.If
we were determined to be a PHC in 2026 or any future year, we would be subject to an additional 20% tax on our UPHCI. In such event,
we may issue a special cash dividend to our shareholders in an amount equal to the UPHCI rather than incur the 20% tax.
**We
are dependent upon our CEO and Chairman.**
Our
success is largely dependent upon the personal efforts of Corey M. Horowitz, our Chairman, Chief Executive Officer and Chairman of our
Board of Directors. On March 22, 2022, we entered into a four year employment agreement with Mr.Horowitz pursuant to which he has
continued to serve as our Chairman and Chief Executive Officer. The loss of the services of Mr. Horowitz would have a material adverse
effect on our business and prospects. We do not maintain key-man life insurance on the life of Mr. Horowitz. The Company and Mr. Horowitz
are in discussions to extend his employment agreement.
**Cash
dividends may not be continued to be paid.**
Our
dividend policy consists of semi-annual cash dividends of $0.05 per share ($0.10 per share annually) which have been paid in March and
September of each year.We have paid such semi-annual dividends since our dividend policy was enacted in December 2016. At this
time, we anticipate continuing to pay dividends consistent with our policy. However, our dividend policy undergoes a periodic review
by our Board of Directors and is subject to change at any time depending upon our earnings, financial requirements and other factors
existing at the time. We may not be in a position to continue to pay dividends in the future.
-12-
**Legislation,
regulations, court rulings and actions by the USPTO have materially increased the risk and cost of enforcement of patents and may continue
to do so in the future.**
Legislation,
regulations, court rulings and actions by the USPTO have materially increased the risk and cost of enforcing patents. U.S. patent laws
were amended by the Leahy-Smith America Invents Act, referred to as the America Invents Act, which became effective on March 16, 2013.
The America Invents Act included a number of significant changes to U.S. patent law. In general, it addressed issues surrounding the
enforceability of patents and the increase in patent litigation by, among other things, establishing new procedures for patent litigation
and new administrative post-grant review procedures to challenge the patentability of issued patents outside of litigation, including
*Inter Partes*Review (IPR) proceedings, which provide third parties a timely, cost effective alternative to district court litigation
to challenge the validity of an issued patent. In addition, the America Invents Act changed the way that parties may be joined in patent
infringement actions, and increased the likelihood that such actions will need to be brought against individual parties allegedly infringing
by their respective individual actions or activities.The America Invents Act and its implementation also increased the uncertainties
and costs surrounding the enforcement of patent rights, which have made it more difficult to successfully prosecute our patents.
**The
increasing development of artificial intelligence could impact our business.**
Our
patents are central to our business strategy of licensing our intellectual property rights or enforcing such rights against those that
we believe are infringing. However, rapid advancements in the field of artificial intelligence (AI) and machine learning (ML) have the
potential to impact our current business model in various ways. AI technologies are increasingly capable of developing solutions that
either design around existing patents or create alternative technologies that may not infringe our intellectual property. Furthermore,
the proliferation of AI may lead to the emergence of new market participants with innovative solutions that challenge our patents' validity
or enforceability. Such challenges could result in lengthy legal battles or the invalidation of our patents, thereby impacting our potential
future revenue.
AI
driven legal analytics tools can also empower potential infringers with sophisticated insights into the strengths and weaknesses of our
patent claims, potentially reducing our leverage in litigation and licensing negotiations. Investors are advised that our financial results
could be adversely affected if we are unable to adapt to the rapid changes brought about by AI and ML technologies, and our ability to
enforce our patent rights is consequently diminished.
-13-
****
**Changes
in patent law could adversely impact our business.**
Patent
laws may continue to change and may alter the protections afforded to owners of patent rights. Such changes may not be advantageous to
us and may make it more difficult to obtain adequate patent protection to enforce our patents. Increased focus on the growing number
of patent lawsuits, particularly by non-practicing entities (NPEs), may result in further legislative changes which increase the risk
and costs of asserting patent litigation.
**Our
pending patent infringementlitigations are time consuming and costly.**
We
have pending litigations involving our M2M/IoT Patent Portfolio and HFT Patent Portfolio and a pending appeal to the Federal Circuit
of dismissal of our litigation against Google and YouTube involving certain patents within our Cox Patent Portfolio (see Legal
Proceedings at pages 19-20 of this Annual Report). While we have contingent legal fee arrangements with our patent litigation
counsel in each litigation, except for proceedings at the USPTO which are on a fixed fee basis, we are responsible for all or a portion
of the expenses which are anticipated to be material. In addition, the time and effort required of our management to effectively pursue
these litigations is likely to be significant and it may adversely affect other business opportunities.
**We
face intense competition to acquire intellectual property and enter into strategic relationships.**
With
respect to our ability to acquire additional intellectual property or enter into strategic relationships with third parties to monetize
their intellectual property, we face considerable competition from other companies, many of which have significantly greater financial
and other resources than we have. We face a number of competitors in the patent licensing and enforcement business seeking to acquire
intellectual property rights from third parties. Many of these competitors have significantly more financial and human resources than
us.
We
may also compete with strategic corporate buyers, litigation funding firms, venture capital firms and hedge funds for intellectual property
acquisitions and licensing opportunities. Many of these competitors also have greater financial resources and human resources than us.
-14-
****
**Our
markets are subject to rapid technological change and our technologies face potential technology obsolescence.**
The
markets covered by our intellectual property are characterized by rapid technological changes, changing customer requirements, frequent
new product introductions and enhancements, and evolving industry standards. The introduction of products embodying new technologies
and the emergence of new industry standards may render our technologies obsolete or less marketable.
In
addition, other companies may develop competing technologies that offer better or less expensive alternatives to the technologies covered
by our intellectual property. Moreover, technological advances or entirely different approaches developed by other companies or adopted
by various standards groups could render our patents obsolete, less marketable or unenforceable.
**The
burdens of being a public company may adversely affect us including our ability to pursue litigation.**
As
a public company, our management must devote substantial time, attention and financial resources to comply with U.S. securities laws.
This may have a material adverse effect on management's ability to effectively and efficiently pursue its business. In addition, our
disclosure obligations under U.S. securities laws require us to disclose information publicly that will be available to litigation opponents.
We may, from time to time, be required to disclose information that may have a material adverse effect on our litigation strategies.
This information may enable our litigation opponents to develop effective litigation strategies that are contrary to our interests.
****
**General
Risk Factors**
**Investors
may have limited influence on stockholder decisions because ownership of our common stock is concentrated.**
As
of February 15**,**2026, our executive officers and directors beneficially owned 32.6% of our outstanding common stock. As a
result, these stockholders may be able to exercise substantial control over all matters requiring stockholder approval, including the
election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets.
This concentration of ownership will limit other stockholders' ability to influence corporate matters and may have the effect of delaying
or preventing a third party from acquiring control over us.
**Our
common stock may be delisted from the NYSE American exchange if we fail to comply with continued listing standards.**
Our
common stock is currently traded on the NYSE American exchange under the symbol NTIP. If we fail to meet any of the continued
listing standards of the NYSE American
exchange, our common stock could be delisted. Such delisting could adversely affect the price and trading (including liquidity) of our
common stock.
-15-
**There
are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance
with U.S. GAAP. Any changes in estimates, judgments and assumptions could have a material adverse effect on our business, financial condition,
and operating results.**
The
preparation of financial statements in accordance with accounting principles generally accepted in the United States involves making
estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities and related reserves,
revenues, expenses, and income. Estimates, judgments, and assumptions are inherently subject to change in the future, and any such changes
could result in corresponding changes to the amounts of assets, liabilities, expenses, and income. Any such changes could have a material
adverse effect on our business, financial condition, and operating results.
**Provisions
in our corporate charter, by-laws and in Delaware law could make it more difficult for a third party to acquire us, discourage a takeover
and adversely affect existing stockholders.**
Our
certificate of incorporation authorizes the Board of Directors to issue up to 10,000,000 shares of preferred stock.The preferred
stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board of Directors, without
further action by stockholders, and may include, among other things, voting rights (including the right to vote as a series on particular
matters), preferences as to dividends and liquidation, conversion and redemption rights, and sinking fund provisions, any of which could
adversely affect holders of our common stock. Although there are currently no shares of preferred stock outstanding, future holders of
preferred stock may have rights superior to our common stock and such rights could also be used to restrict our ability to merge with
or sell our assets to third parties.
We
are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which could prevent
us from engaging in a business combination with a 15% or greater stockholder for a period of three years from the date
such person acquired that status unless appropriate board or stockholder approvals are obtained.
In
addition, our By-laws contain advance notice requirements for director nominations and for new business to be brought up at stockholder
meetings. Stockholders wishing to submit director nominations or raise matters to a vote of stockholders must provide notice to us within
specified date windows and in very specific forms in order to have that matter voted on at a stockholders meeting.
The
aforementioned provisions could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions
in which stockholders might otherwise receive a premium for their shares over the then current market
price. These provisions may also limit the ability of stockholders to delay, deter or prevent a change of control, or approve transactions
that they may deem to be in their best interests.
-16-
**Our
stock price may be volatile.**
The
market price of our common stock may be highly volatile and could fluctuate widely in price in response to various factors, many of which
are beyond our control, including, but not limited to, the following:
|
| the
outcome of our litigations against Citadel Securities, LLC, Jump Trading, LLC and Optiver
US, LLC and Optiver Trading US, LLC involving certain patents within our HFT Patent Portfolio; | |
|
| the
outcome of our litigation against Samsung Electronics Co., LTD and Samsung Electronics America,
Inc. involving certain patents within our M2M/IoT Patent Portfolio; | |
|
| the
outcome of our appeal to the Federal Circuit of the District Court dismissal of our litigation
against Google and YouTube involving certain patents within our Cox Patent Portfolio; | |
|
| our
ability to achieve a successful outcome of our investment in ILiAD; | |
|
| our
ability to acquire additional intellectual property; | |
|
| our
ability to enter into strategic relationships with third parties to license or otherwise
monetize their intellectual property; | |
|
| variations
in our quarterly and annual operating results; | |
|
| our
ability to continue to pay cash dividends; | |
|
| our
ability to raise capital if needed; | |
|
| sales
of our common stock; | |
|
| technology
changes; | |
|
| the
increasing development of artificial intelligence could impact our business; | |
|
| legislative,
regulatory and competitive developments; and | |
|
| economic
and other external factors. | |
In
addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to
the operating performance of particular companies. These market fluctuations may also have a
material and adverse effect on the market price of our common stock.
-17-
****
|
ITEM 1B. | UNRESOLVED
STAFF COMMENTS | |
None.
****
|
ITEM 1C. | CYBERSECURITY | |
Based
on our small size (two employees and two consultants), we rely extensively on information technology systems managed by third party major
service providers to securely process, store and transmit our data to conduct business. Our employees and consultants utilize end point
security tools, such as firewalls and anti-virus protection, to protect our data. We have implemented overall risk procedures which incorporate
certain uniform processes. To date, we have not engaged any consultants, auditors or other third parties in connection with our risk
management system or processes.
In
connection with our use of third-party service providers, we have certain processes in place to oversee and identify cybersecurity risks
from threats and incidents. To date, we have not been materially impacted by risks from cybersecurity threats or incidents and we are
not aware of cybersecurity threats or incidents that are reasonably likely to materially affect our business. However, there could be
cybersecurity threats or incidents in the future that may adversely affect our business.
Our
Executive Vice President oversees risks of cybersecurity threats and reports quarterly, and as necessary, to the Board of Directors,
including promptly reporting any cybersecurity incidents that may pose a significant risk to us. Our Executive Vice President has over
ten years of experience with developers of access management, network security and data protection solutions.
|
ITEM 2. | PROPERTIES | |
Our
principal executive offices are located in New Canaan, Connecticut, where we lease approximately 2,000 square feet of office space at
a base rent of $5,500 per month. The lease expires on April 30, 2026. We believe that our office facility is suitable and appropriate
to support our current needs.
-18-
|
ITEM 3. | LEGAL
PROCEEDINGS | |
**M2M/IoT
Patent Portfolio Litigation**
On
June 27, 2025, we commenced patent litigation against Samsung Electronics Co., LTD and Samsung Electronics America, Inc.(collectively,
Samsung) in the United States District Court for the Eastern District of Texas for infringement of U.S. Patent No. 11,233,780,
U.S. Patent No.11,916,893, U.S. Patent No.12,207,094, U.S. Patent No. 12,166,869, U.S. Patent No.11,606,204, and U.S. Patent No.11,973,864.
All such patents are part of our M2M/IoT Patent Portfolio. The lawsuit alleges that Samsung infringes the asserted patents by supporting
certain eSIM (embedded Subscriber Identification Module) and 5G technologies in its mobile devices, including its Galaxy smartphones,
watches and tablets. The parties are conducting discovery. A trial date has been scheduled for June 7, 2027.
**HFT
Patent Portfolio Litigation**
On
December 24, 2024, our wholly-owned subsidiary, HFT Solutions, LLC (HFT), initiated patent litigations against Citadel
Securities, LLC and Jump Trading, LLC in the United States District Court for the Northern District of Illinois for infringement of U.S.
Patent No. 10,931,286, U.S. Patent No. 11,128,305, and U.S. Patent No. 11,575,381. All such patents are part of our HFT Patent Portfolio.
In the Citadel action, on April 7, 2025, the defendant Citadel filed a motion to dismiss under 35 U.S.C. 101, asserting that the
asserted patents are directed to patent-ineligible subject matter. On December 1, 2025, the Court denied Citadels motion to dismiss.
On January 5, 2026, Citadel filed its answer asserting defenses of non-infringement, patent invalidity and counterclaims for the same.
In the Jump Trading action, on April 7, 2025, defendant filed an answer and counterclaims of non-infringement and invalidity of the asserted
patents.
On
September 8, 2025, we commenced patent litigation on behalf of HFT against Optiver US LLC and Optiver Trading US LLC in the U.S. District
Court for the Western District of Texas, also for infringement of U.S. Patent No. 10,931,286, U.S. Patent No.11,128,305 and U. S. No.11,575,381.
On November 21, 2025, the Optiver defendants filed their answer and counterclaims of non-infringement and invalidity of the asserted
patents. A trial date has been scheduled for June 7, 2027.
**Cox
Patent Portfolio Litigation**
On
April4,2014 and December 3, 2014, we initiated litigation against Google Inc. (Google) and YouTube, LLC (YouTube)
in the U.S. District Court for the Southern District of New York for infringement of several of our patents within our Cox Patent Portfolio
which relate to the identification of media content on the Internet. The lawsuit alleged that Google and YouTube had infringed and continued
to infringe certain of our patents by making, using, selling and offering to sell unlicensed systems and related products and services,
which included YouTubes Content ID system.
In
April 2024, following a motion for summary judgment by the defendants, the U.S. District Court for the Southern District of New York
issued a judgment dismissing our patent infringement claims finding that the asserted claims of two of the patents are invalid for
indefiniteness and granting summary judgment that the asserted claims of another asserted patent are not infringed by Googles
accused system. The Courts ruling disposes of all of our claims in the case. On May 14, 2024, we filed a notice of appeal to
the U.S. Court of Appeals for the Federal Circuit and oral argument on the appeal took place on March 9, 2026. A decision on the
appeal is pending.
-19-
**Remote
Power Patent Litigation**
On
February 21, 2025, we received an additional settlement payment of $150,000 from a defendant in litigation involving the Companys
Remote Power Patent as a result of satisfaction of certain conditions in the settlement agreement.
****
|
ITEM
4. | MINE SAFETY DISCLOSURES |
|
None.
-20-
****
**PART
II**
|
ITEM5. | MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES | |
*Market
Information*. Our common stock is listed for trading on the NYSE American exchange under the symbol NTIP. On March 9**,**
2026, the closing price for our common stock as reported on the NYSE American exchange was $1.48 per share. The number of record holders
of our common stock was 36 as of March 9, 2026. In addition, we believe there were in excess of approximately 1,100 holders of our common
stock in street name as of March 9, 2026.
*Dividend
Policy*.Our dividend policy consists of semi-annual cash dividends of $0.05 per share ($0.10 per share annually) which
have been paid in March and September of each year. On February 19, 2025, our Board of Directors declared a semi-annual cash dividend
of $0.05 per share with a payment date of March 28, 2025 to all common shareholders of record as of March 14**,** 2025. On September
5, 2025, our Board of Directors declared a semi-annual cash dividend of $0.05 per share with a payment date of September 29, 2025 to
all common shareholders of record as of September 19, 2025. At this time, we anticipate continuing to pay dividends consistent with our
policy. However, our dividend policy undergoes a periodic review by our Board of Directors and is subject to change at any time depending
upon our earnings, financial requirements and other factors existing at the time.
As
of December 31, 2025, we had accrued dividends of $161,000 for unvested restricted stock units with dividend equivalent rights.
*Recent
Issuances of Unregistered Securities*. There were no unregistered sales of equity securities during the quarter ended December 31,
2025.
*Stock
Repurchases.*On June 17, 2025, our Board of Directors authorized an extension and increase of our share repurchase program (Share
Repurchase Program) to repurchase up to $5,000,000 of shares of our common stock over the subsequent 24 month period. The common
stock may be repurchased from time-to-time in open market transactions or privately negotiated transactions in our discretion. The timing
and amount of the shares repurchased is determined by management (excluding repurchases under our 10b5-1 plans) based on its evaluation
of market conditions and other factors. Our Share Repurchase Program may be increased, suspended or discontinued at any time.
-21-
During
the months of October, November and December 2025, we repurchased common stock pursuant to our Share Repurchase Program as indicated
below:
|
Period |
Total
Number of Shares Purchased |
Average
Price Paid Per Share |
Total
Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum
Number (or Approximate Dollar Value) of Shares) that May Yet Be Purchased Under the Plans or Programs | |
|
October
1, 2025 to
October 31, 2025 |
932 |
$1.50 |
932 |
$4,915,030 | |
|
November
1, 2025 to
November 30, 205 |
3,152 |
$1.46 |
3,152 |
$4,910,431 | |
|
December
1, 2025 to
December 31, 2025 |
__ |
__ |
__ |
$4,910,431 | |
|
Total |
4,084 |
$1.47 |
4,084 |
| |
During
the year ended December 31, 2025, we repurchased an aggregate of 212,262 shares of our common stock pursuant to our Share Repurchase
Program at a cost of $286,617 (exclusive of commissions) or an average price per share of $1.35.
Since
the inception of our Share Repurchase Program (August 2011) to December 31, 2025, we have repurchased an aggregate of 10,586,494 shares
of our common stock at a cost of $20,269,971 (exclusive of commissions) or an average per share price of $1.91.
Effective
December 24, 2025, we entered into a written trading plan (the 10b5-1 Plan) under Rule 10b5-1 of the Securities Exchange
Act of 1934 (the Exchange Act). Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to
repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading black-outs or pursuant
to insider trading laws. Purchases under the 10b5-1 Plan may be made during the following periods: (1) beginning on January 12, 2026
until two trading days after we issue a press release announcing our financial results for the year ended December 31, 2025, and (2)
beginning on April 1, 2026 until two trading days after we issue a press release announcing our financial results for the quarter ended
March 31, 2026. Under the 10b5-1 Plan, our third-party broker may purchase up to 1,000,000 shares of our common stock, subject to certain
price, market, volume and timing constraints, in accordance with the terms of the plan and subject to Rule 10b5-1 and Rule 10b-18 of
the Exchange Act.
-22-
**Equity
Compensation Plan Information**
The
following table summarizes share and exercise price information for our equity compensation plans as of December 31, 2025.
|
|
|
Number
of
securities
to be
issued
upon
exercise
of
outstanding
options
and rights |
|
Weighted-average
exercise
price of
outstanding
options
and
rights |
|
Number
of securities remaining available for future issuance under equity compensation plans (excluding
securities reflected in column(a)) | |
|
|
|
(a) |
|
(b) |
|
(c) | |
|
|
|
|
|
|
|
| |
|
Equity
compensation plans
approved by security holders |
|
512,500
(1) |
|
$
(2) |
|
2,005,000 (3) | |
|
|
|
|
|
|
|
| |
|
Equity
compensation plans not
approved by security holders |
|
$ |
|
$ |
|
| |
|
|
|
|
|
|
|
| |
|
Total |
|
512,500 |
|
$ |
|
2,005,000 | |
_________________________
|
(1) | Consists of shares
issuable upon vesting of outstanding restricted stock units issued under the 2022 Stock Incentive Plan and the 2013 Stock Incentive Plan. |
|
|
(2) | Does not take into
account outstanding restricted stock units as these awards have no exercise price. |
|
|
(3) | Represents shares
of common stock reserved for issuance under our 2022 Stock Incentive Plan. We discontinued issuing awards under our 2013 Stock Incentive
Plan as a result of adoption of the 2022 Stock Incentive Plan. |
|
Our
2022 Stock Incentive Plan (2022 Plan) provides for the grant of any or all of the following types of awards: (a) stock
options, (b) restricted stock units (c) restricted stock, (d) stock appreciation rights, (e) unrestricted stock awards, (f) cash-based
awards, and (g) other stock-based awards. Awards under the 2022 Plan may be granted singly, in combination, or in tandem.Subject
to standard anti-dilution adjustments as provided in the 2022 Plan, the 2022 Plan provides for an aggregate of 2,300,000 shares of our
common stock to be available for distribution pursuant to the 2022 Plan.The Compensation Committee (or the Board of Directors)
generally has the authority to administer the 2022 Plan, determine participants who will be granted awards under the 2022 Plan, the size
and types of awards, the terms and conditions of awards and the form and content of the award agreements representing awards. Awards
under the 2022 Plan may be granted to our employees, directors and consultants. As of December 31, 2025, there were 87,500 shares issuable
upon vesting of outstanding restricted stock units under our 2022 Plan and 425,000 shares issuable upon vesting outstanding restricted
stock units under our 2013 Stock Incentive Plan (2013 Plan).
**ITEM
6. (RESERVED)**
Not
applicable.
****
-23-
****
|
ITEM
7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and related notes contained elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking
statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report
on Form 10-K, particularly in the Risk Factors Section on pages 9-18 hereof.
**OVERVIEW**
Our
principal business is the development, licensing and protection of our intellectual property assets. We presently own one hundred nineteen
(119) U.S. patents, fifty-four (54) of which have expired, and fifteen (15) foreign patents (unexpired) relating to: (i) our M2M/IoT
Patent Portfolio relating to, among other things, enabling technology for authenticating and using eSIM (embedded Subscriber Identification
Module) technology in IoT, Machine-to-Machine and other mobile devices, including smartphones, tablets and computers, as well as automobiles;
(ii) our HFT Patent Portfolio covering certain advanced technologies relating to high frequency trading, which inventions specifically
address technological problems associated with speed and latency and provide critical latency gains in trading systems; (iii) our Cox
Patent Portfolio relating to enabling technology for identifying media content on the internet and taking further action to be performed
after such identification; (iv) our Smart Home Patent Portfolio relating to, among other things, the enabling technology to support the
interoperability of smart home IT devices; (v) our Remote Power Patent covering the delivery of power over Ethernet (PoE) cables for
the purpose of remotely powering network devices, such as wireless access ports, IP phones and network based cameras**;** and (vi)
our Mirror Worlds Patent Portfolio relating to foundational technologies that enable unified search and indexing, displaying and archiving
of documents in a computer system.
At
December 31, 2025, our principal sources of liquidity consisted of cash and cash equivalents and marketable securities of $36,869,000
and working capital of $36,336,000**.**Based on our cash position, we review opportunities to acquire additional intellectual property
as well as evaluate other strategic opportunities.
In
the past, we have been dependent upon our Remote Power Patent for a significant portion of our revenue. Our Remote Power Patent
generated revenue in excess of $188,000,000 from May 2007 through December 31, 2025. During the year ended December 31, 2025 and
2024, our Remote Power Patent generated all of our revenue. We no longer intend to enforce our Remote Power Patent as the patent has
expired. Our future revenue is dependent on our ability to monetize our M2M/ IOT Patent Portfolio, HFT Patent Portfolio, Cox Patent
Portfolio (if we are successful on our appeal to the Federal Circuit) and Smart Home Patent Portfolio. If we are unable to
successfully monetize such patent portfolios or achieve a successful outcome of our investment in ILiAD, our business, financial
condition and results of operations will be negatively impacted.
-24-
We
have pending litigation involving certain patents within our M2M/IoT Patent Portfolio and HFT Patent Portfolio and have appealed the
judgment of the District Court dismissing our litigation against Google and YouTube on the grounds of non-infringement involving
certain patents within our Cox Patent Portfolio (see Legal Proceedings at pages 19-20 hereof). We may not achieve successful
outcomes of such litigation, the appeal, or future litigation involving our patent assets.
To
date we have invested $7,000,000 in ILiAD, a clinical stage biotechnology company dedicated to the prevention and treatment of human
disease caused by *Bordetella pertussis*with a focus on validating its proprietary intranasal vaccine, BPZE1, for the prevention
of pertussis (see Note H to our consolidated financial statements included herein). On February 5, 2026, ILiAD completed a $115,000,000
preferred stock financing. As part of the financing, ILIAD converted from a limited liability company to a corporation. The financing
was led by RA Capital Management with participation from new investors Janus Henderson Investors and BNP Paribas Asset Management Alts,
as well as existing investors including a multi-national pharmaceutical company and AI Life Sciences. As a result of the financing, the
Companys percentage ownership of ILiAD was reduced to approximately 3.1% on a non-fully diluted basis and approximately 2.5% on
a fully diluted basis. As a result of the closing of the financing and the conversion to a corporation, we will no longer account for
our investment in ILiAD using the equity method of accounting and will use the fair value method of accounting (see Note O of our consolidated
financial statements included herein).
Our
current strategy includes continuing our licensing efforts with respect to our intellectual property assets and the monetization of our
patent portfolios. In addition, we continue to seek to acquire additional intellectual property assets to develop, commercialize, license
or otherwise monetize. Our strategy includes working with inventors and patent owners to assist in the development and monetization of
their patented technologies. We may also enter into strategic relationships with third parties to develop, commercialize, license or
otherwise monetize their intellectual property. Our patent acquisition and development strategy is to focus on acquiring high quality
patents which management believes have the potential to generate significant licensing opportunities as we have achieved with respect
to our Remote Power Patent and Mirror Worlds Patent Portfolio.
The
significant components of expenses, when revenue is recorded, that may impact our net income (loss) relate to contingent legal fees and
expenses related to our patent litigation (see Note I[1] to our consolidated financial statements included herein) and incentive compensation
payable to our Chairman and Chief Executive Officer pursuant to his employment agreement (see Note J[1] to our consolidated financial
statements included herein). Both such components of expenses are based on a percentage of the revenue received by us as a result of
litigation or otherwise.
-25-
Our
annual and quarterly operating and financial results may fluctuate significantly from period-to-period as a result of a variety of factors
that are outside our control, including the timing and our ability to achieve successful outcomes of our patent litigation, our ability
and timing of consummating future license agreements for our intellectual property, and whether we will achieve a return on our investment
in ILiAD and the timing of any such return.
Our
future operating results may also be materially impacted by our ability to acquire high quality patents which management believes have
the potential to generate significant licensing opportunities. In the future, we may not be able to identify or consummate such patent
acquisitions or, if consummated, achieve significant licensing revenue with respect to such acquisitions.
In
2026 and future years we could be classified as a Personal Holding Company. If this is the case, we would be subject to a 20% tax on
the amount of any undistributed personal holding company income (as defined) for such year that we do not distribute to our shareholders
(see Note E to our consolidated financial statements included in this Annual Report).
Our
current dividend policy consists of semi-annual cash dividends of $0.05 per share ($0.10 per share annually) which have been paid in
March and September of each year. To date, we have paid semi-annual cash dividends in accordance with our dividend policy. At this time,
we anticipate continuing to pay dividends consistent with our policy. However, our dividend policy undergoes a periodic review by our
Board of Directors and is subject to change at any time depending upon our financial requirements, earnings and other factors existing
at the time (see Note N to our consolidated financial statements included herein).
****
**RESULTS
OF OPERATIONS**
****
**Year
Ended December 31, 2025 Compared to Year Ended December 31,2024**
*Revenue*.
We had revenue of $150,000 for the year ended December 31, 2025 (2025) as compared to revenue of $100,000 for the year
ended December 31, 2024 (2024). All of our revenue for 2025 and 2024 was from litigation settlements involving our Remote
Power Patent (see Note K[5] to our consolidated financial statements included herein).
*Operating
Expenses*. Operating expenses for 2025 were $3,456,000 as compared to $3,721,000 for 2024. The decrease in operating expenses of $265,000
was primarily due to decreased professional fees and related costs of $171,000 and decreased general and administrative expenses of $129,000.
Professional
fees and related costs were $788,000 for 2025 as compared to $959,000 for 2024. The decrease in professional fees and related costs
of $171,000 in 2025 was primarily due to one-time settlement costs in 2024 of $205,000. This decrease
was offset somewhat by higher legal fees related to patents and patent litigation of $53,000.
-26-
General
and administrative expenses were $2,485,000 for 2025 as compared to $2,614,000 for 2024. The decrease in general and administrative expenses
of $129,000 for 2025 was primarily due to decreased stock-based compensation of $92,000 and state franchise taxes of $59,000 offset by
increased executive compensation of $45,000 and consulting fees of $20,000.
*Operating
Loss.*We had an operating loss of $3,306,000 for 2025 compared with an operating loss of $3,621,000 for 2024. The operating loss
decrease of $315,000 was primarily due to increased revenue of $50,000 and decreased operating expenses of $265,000.
*Realized
and Unrealized Loss on Marketable Securities.* For 2025, we recorded realized and unrealized gains on marketable securities of $277,000
as compared to realized and unrealized gains on marketable securities of $177,000 in 2024, primarily due to increased unrealized gains
of $150,000 in 2025.
*Income
Taxes*. For 2025, we realized a $31,000 current income tax benefit related to a federal income tax refund, as compared to no current
income tax expense for 2024. We had a deferred tax benefit of $337,000 and $425,000 for 2025 and 2024, respectively. The decrease in
our deferred tax benefit was primarily due to a decrease of $309,000 in net losses of ILiAD recognized in 2025.
*Share
of Net Losses of Equity Method Investee*. We recognized $1,603,000 of net losses during2025 related to our equity share of ILiAD
net losses, as compared to recognized net losses of $1,912,000 for 2024 (see Note H to our consolidated financial statements included
herein).
*Net
Loss*. As a result of the foregoing, we realized a net loss of $2,420,000 or $0.11 per share basic and diluted for 2025 compared with
a net loss of $3,034,000 or $0.13 per share basic and diluted for 2024. Our net loss for 2025 decreased by $614,000 as compared to 2024
primarily due a decrease in 2025 of our operating loss of $315,000 and our recognized share of net losses of ILiAD of $309,000.
**LIQUIDITY
AND CAPITAL RESOURCES**
****
We
have financed our operations primarily from revenue from licensing our patents. At December 31, 2025, our principal sources of liquidity
consisted of cash and cash equivalents and marketable securities of $36,869,000 and working capital of $36,336,000**.**Based on our
current cash position, we believe that we will have sufficient cash to fund our operations for the next twelve months and the foreseeable
future. Our patent infringement litigation or realization of our investment in ILiAD may result in a material increase in our liquidity
and capital resources.
Working
capital decreased by $3,730,000 at December 31, 2025 to $36,336,000 as compared to working capital of $40,066,000 at December 31, 2024.
The decrease in working
capital in 2025 was primarily due to our operating loss of $2,999,000 (which excludes $307,000 of non-cash stock-based compensation),
cash dividend payments of $2,296,000, the acquisition of patents of $415,000 and share repurchases of $293,000, offset by interest and
dividend income of $1,844,000 and net realized and unrealized gains on marketable securities of $277,000.
-27-
Net
cash used in operating activities for 2025 decreased by $207,000 from $1,076,000 used in operating activities for 2024 compared to $869,000
used in operating activities for2025, primarily because of decreased net loss of $614,000 and a decrease in uses of operating assets
and liabilities, offset somewhat by a decreased share of net loss of equity investee of $309,000 and an increased unrealized gain of
$216,000.
Net
cash provided by investing activities during 2025 increased by $2,673,000 as a result of increased sales of marketable securities of
$907,000 and decreased purchases of marketable securities of $2,181,000, offset by the acquisition of patents of $415,000.
Net
cash used in financing activities for 2025 and 2024 was $2,596,000 and $3,724,000, respectively. The decrease of $1,128,000 in 2025 primarily
resulted from a decrease in repurchases of common shares of $1,002,000.
We
maintain our cash in money market funds, government securities, certificates of deposit, corporate bonds and short-term fixed income
securities. Accordingly, we do not believe that our investments have significant exposure to interest rate risk.
**OFF-BALANCE
SHEET ARRANGEMENTS**
We
do not have any off-balance sheet arrangements.
**CONTRACTUAL
OBLIGATIONS**
We
do not have any long-term debt, capital lease obligations, purchase obligations or other long-term liabilities.
**CRITICAL
ACCOUNTING ESTIMATES**
We
prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which requireour
management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities
at the balance sheet dates, as well as the reported amounts of revenue and expenses during the reporting periods. To the extent that
there are material differences between these estimates and actual results, our financial condition or results of operations would be
affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account
of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We
consider an accounting estimate to be critical if (i) the accounting estimate requires us to make assumptions about matters that
were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to
occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a
material impact on our financial condition or results of operations. There are items within our financial statements that require
estimation but are not deemed critical, as defined above.
For
a detailed discussion of our significant accounting policies and related judgments, see Note B to our consolidated financial statements
included herein.
-28-
|
ITEM 7A. | QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | |
Not
applicable.
|
ITEM 8. | FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA | |
The
consolidated financial statements required hereby are located on pages F-1 through F-21 which follow Part III.
|
ITEM 9. | CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | |
None.
|
ITEM 9A. | CONTROLS
AND PROCEDURES | |
|
(a) | Evaluation
of Disclosure Controls and Procedures | |
Our
Chief Executive Officer and Chief Financial Officer have evaluated the effectivenessofourdisclosurecontrolsandprocedures(asdefined
in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this Annual Report on Form 10-K. Based
upon this review, our executive officers concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our
disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or
submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in
applicable rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure.
|
(b) | Internal
Control Over Financial Reporting | |
(i)Managements
Annual Report on Internal Control Over Financial Reporting
Our
management is also responsible for establishing and maintaining adequate internal control over financial reporting of the
Company, as defined in Rule 13a-15(f) of
-29-
the
Exchange Act.Internal control over financial reporting is defined as a process designed by, or under the supervision of,
the issuers principal executive and principal financial officer and effected by the board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.A companys internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys
assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Our
Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial
reporting as of December 31,2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control - Integrated Framework (2013) consistent with the small size of the Company.Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting were effective
as of the end of the period covered by this report.
(ii) Attestation Report of Registered Public Accounting Firm
We
are a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended,
and as such, are not required to provide the information contained in this sub-section pursuant to Item 308(b) of Regulation S-K. Accordingly,
this Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control
over financial reporting.
(iii)Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December31, 2025,
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
|
ITEM 9B. | OTHER
INFORMATION | |
None.
|
ITEM 9C. | DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | |
Not
Applicable.
-30-
**PART
III**
**ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**
The
following information includes information each director and executive officer has given us about his or her age, all positions he or
she holds, his or her principal occupation and business experience for at least the past five years, and the names of other publicly-held
companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the
information presented regarding each directors specific experience, qualifications, attributes and skills that led our Board to
the conclusion that he or she should serve as a director, we also believe that all of our directors have a reputation for integrity,
honesty and adherence to high ethical standards. They each have demonstrated business acumen, exercise sound judgment, and a commitment
of service to Network-1 and our Board.
Information
about the number of shares of our common stock beneficially owned by each executive officer and director appears in this Annual Report
under the heading Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters beginning
on page 41 hereof. There are no family relationships among any of our directors and executive officers.
|
NAME |
AGE |
POSITION | |
|
Corey
M. Horowitz |
71 |
Chairman,
Chief Executive Officer and Chairman of the Board of Directors | |
|
Jonathan
E. Greene |
64 |
Executive
Vice President, Secretary and a Director | |
|
Robert
M. Mahan |
59 |
Chief
Financial Officer | |
|
Niv
Harizman |
61 |
Director | |
|
Allison
Hoffman |
55 |
Director | |
-31-
**
*Corey
M. Horowitz*has been our Chairman and Chief Executive Officer since December 2003. Mr. Horowitz has also served as Chairman of our
Board of Directors since January 1996 and has been a member of our Board of Directors since April 1994. Mr. Horowitz is also a member
of the Life Sciences Institute Leadership Council at the University of Michigan. We believe Mr. Horowitzs qualifications
to serve on our Board of Directors include his significant experience and expertise as an executive in the intellectual property field,
his understanding of our intellectual property and the patent acquisition, licensing and enforcement business combined with his private
equity and corporate transactional experience.
*Jonathan
E. Greene* became our Executive Vice President in October 2013 and our Secretary and a member of our Board of Directors in September
2022. He also serves as a member of our Strategic Development Committee. Mr. Greene served as a consultant to the Company from December
2004 until March 2013, providing technical and marketing analysis for our intellectual property portfolio. Mr.Greene became
an employee of Network-1 in March 2013. From April 2006 to February 2009, Mr.Greene served as a marketing consultant for Avatier
Corporation, a developer of identity management software. From August 2003 until December 2004, he served as a consultant to Neartek,
Inc., a storage management software company (August 2003 until October 2003) and Kavado Inc., a security software company (November 2003
until December 2004). We believe Mr. Greenes qualifications to serve on our Board include his engineering and technical expertise
to assist us in our patent acquisition, licensing and enforcement business.
*Robert
M. Mahan* became our Chief Financial Officer in December 2022. Mr. Mahan currently serves as President of Management and Financial
Services, Inc., a consulting firm that he founded in 2011 which provides general management, financial and operations consulting services
to private and public companies. In March 2023, he also became and continues to serve as Chief Financial Officer of Back Office Staffing
Solutions, LLC, a private company providing back office processing services for staffing firms. From May 2021 to February 2022, Mr. Mahan
served as Interim Chief Financial Officer of Loft Orbital Solutions, Inc., a space infrastructure company that designs, launches and
operates low earth orbit satellites. From April 2019 to May 2021, he served as the Interim Chief Financial Officer of XWELL, Inc., formerly
XpresSpa Group, Inc., (NASDAQ: XWEL), a global health and wellness holding company operating XpresCheck, XpresSpa, and Treat
locations in airports. From November 2016 through April 2019, Mr. Mahan served as the Chief Financial Officer of SkyBell Technologies,
Inc., a company engaged in the video doorbell and smart home industry. Mr. Mahan began his career in the audit practice of PricewaterhouseCoopers
from 1989 through 1992 and as a Controller/Division Chief Financial Officer of Tommy Hilfiger USA, Inc. from 1992 2001.
*Niv
Harizman* has been a member of our Board of Directors since December 2012 and serves as Chair of our Nominating and Corporate Governance
Committee and our Strategic Development Committee as well as a member of our Audit Committee and Compensation Committee. Mr. Harizman
is a Managing Member of Tyto Capital Partners LLC, a private investment firm specializing in debt and equity investments in middle
-32-
market
companies and special situations, a position he has held since August 2010. Since March 2010, Mr. Harizman has also been the Managing
Member of NHK Partners LLC, an entity that makes private investments and provides consulting services. Since November 2013, Mr. Harizman
has been affiliated with Riverside Management Group, a merchant banking firm, and BCW Securities LLC, its affiliated broker-dealer.Mr.
Harizman previously held senior investment banking positions at Credit Suisse First Boston LLC, Deutsche Bank and BT AlexBrown Incorporated.We
believe Mr. Harizmans qualifications to serve on our Board include his significant investment and financial transactional experience
and expertise.
*Allison
Hoffman* has been a member of our Board of Directors since December 2012 and serves as Chair of our Audit Committee and our Compensation
Committee, as well as a member of our Nominating and Corporate Governance Committee. Since August 2020, Ms. Hoffman has served as General
Counsel of Phreesia, Inc. (NYSE: PHR), a leading provider of software solutions that healthcare organizations use to manage the patient
intake process.From January 2016 until August 2020, Ms. Hoffman served as Chief Legal Officer and Chief Administrative Officer
at Intersection Parent, Inc., an urban experience company that utilizes technology to make cities better, including bringing free Wi-Fi
throughout New York City.We believe that Ms. Hoffmans qualifications to serve on our Board include her extensive legal background
and transactional experience.
**Committees
of the Board of Directors**
Our
Board of Directors currently has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance
Committee and a Strategic Development Committee.Each committee has a charter. These charters are available on our website at:*http://ir.Network-1.com/governance-docs*.
Each member of each committee is an independent director under the standards of the NYSE American LLC Company Guide except
for Jonathan Greene, our Executive Vice President, who serves as a member of the Strategic Development Committee. Two of our current
four directors, Allison Hoffman and Niv Harizman, are considered independent directors under Rule 803A(2) of the NYSE American LLC Company
Guide.
*Audit
Committee*
Our
Board of Directors has a separately standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended, and Section 803B of the NYSE American Company LLC Guide consisting of Allison Hoffman (Chair) and Niv Harizman. Allison
Hoffman qualifies as an audit committee financial expert under applicable SEC rules. Ms. Hoffman and Mr. Harizman qualify as independent
as independence for audit committee members is defined under Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section
803B(2) of the NYSE American LLC Company Guide.
The
Audit Committee is appointed by our Board of Directors to provide assistance to the Board in fulfilling its oversight responsibility
with respect to, among other things, (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory
requirements, (iii) selecting and evaluating the qualifications and independence of our independent registered public accounting
firm, (iv) evaluating the performance of our independent registered public accounting firm, and (v) our internal controls and
procedures.
-33-
*Compensation
Committee*
The
Compensation Committee consists of Allison Hoffman (Chair) and Niv Harizman. The Compensation Committee is appointed by our Board of
Directors to assist the Board in carrying out its responsibilities relating to the compensation of our executive officers and directors.The
Committee has overall responsibility for evaluating and approving the officer and director compensation plans, policies and our programs.
*Nominating
and Corporate Governance Committee*
Our
Board has a Nominating and Corporate Governance Committee consisting of Niv Harizman (Chair) and Allison Hoffman.The Nominating
and Corporate Governance Committee is responsible for, among other things, developing and recommending to the Board a set of corporate
governance policies for the Company, establishing criteria for selecting new directors, and identifying, screening and recruiting new
directors. The Committee also recommends to the Board nominees for directors and recommends directors for committee membership to the
Board.
*Strategic
Development Committee*
We
also have a Strategic Development Committee consisting of Niv Harizman (Chair) and Jonathan Greene. The Strategic Development Committee
assists our Chairman and Chief Executive Officer in strategic development and planning of our business relating to identifying potential
strategic partners, the acquisition of new IP and other strategic opportunities.The Committee also assists in capital markets
related activities.
**Whistleblower
Policy**
We
have established a Whistleblower Policy as a mechanismforemployees, consultants and third parties toraiseconcerns
regarding unethical conduct; questionable accounting, internal controls, or auditing matters; or the reportingoffraudulentfinancial
information.Thepolicyisalsointendedtoreassureemployees and consultantsthatthey
will be protected from harassment, discrimination, retaliation, or victimization for whistleblowing in goodfaith.A copy of
our Whistleblower Policy is available on the Companys website.
**Code
of Ethics**
We
have adopted a Code of Ethics that applies to our executive officers, directors and employees. A copy of our Code of Ethics is available
on the Companys website.
-34-
****
**Insider
Trading Policies and Procedures**
We
have adopted insider trading policies and procedures governing the purchase, sale and/or other disposition of our securities by directors,
officers, employees and consultants (who have access to material non-public information) and the Company, that are reasonably designed
to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. Under this policy, all
of our officers, employees, non-employee directors and consultants who are in possession of material non-public information are prohibited
from trading in the Companys securities, except for trades made pursuant to plans approved by our compliance officer and counsel
in accordance the insider trading policy that are intended to comply with Rule 10b5-1 under the Exchange Act.
****
-35-
****
**ITEM
11. EXECUTIVE COMPENSATION**
The
following table summarizes compensation for the years ended December 31, 2025 and December 31, 2024, awarded to, earned by or paid to
our Chief Executive Officer (CEO) and to each of our executive officers who received total compensation in excess of $100,000
for the year ended December 31, 2025 for services rendered in all capacities to us (collectively, the Named Executive Officers).
**Summary
Compensation Table**
|
Name
and Principal Position | |
Year | |
|
Salary
($) | |
Bonus
($) | |
|
Stock
Awards($)(3) |
| |
All
Other Compensation($)(1) |
| |
Total($) | |
|
Corey
M. Horowitz | |
2025 | |
|
$ | 579,390 | | |
$ | 107,500 | (2) |
|
$ | |
| |
$ | 46,500 |
(4) | |
$ | 733,390 | | |
|
Chairman
and Chief Executive Officer | |
2024 | |
|
$ | 562,515 | | |
$ |
130,000 | (2) |
|
$ | |
| |
$ | 61,000 |
(4) | |
$ | 753,515 | | |
|
| |
| |
|
| | | |
| | |
|
| |
| |
| |
| |
| | | |
|
Robert Mahan | |
2025 | |
|
$ | 175,000 | | |
$ | 50,000 | |
|
$ | 53,900 |
|
$ | 2,500 |
(5) | |
$ | 281,400 | | |
|
Chief
Financial Officer | |
2024 | |
|
$ | 175,000 | | |
$ | 25,000 | |
|
$ | |
| |
$ | 3,750 |
(5) | |
$ | 203,750 | | |
|
| |
| |
|
| | | |
| | |
|
| |
| |
| |
| |
| | | |
|
Jonathan
Greene | |
2025 | |
|
$ | 245,833 | | |
$ | 37,500 | |
|
$ | 35,500 |
| |
$ | 68,170 |
(6) | |
$ | 387,400 | | |
|
Executive
Vice President | |
2024 | |
|
$ | 200,000 | | |
$ | 50,000 | |
|
$ | 32,250 |
| |
$ | 53,491 |
(6) | |
$ | 335,741 | | |
____________________________________
(1)
We have concluded that the aggregate amount of perquisites and other personal benefits paid in 2025 and 2024 to our Named Executive Officers
did not exceed $10,000, except for Mr. Greene as disclosed in Note (6) below.
(2)
Mr. Horowitz received the following cash incentive bonus payments for 2025: (i) an annual discretionary bonus of $100,000 and (ii) incentive
bonus compensation of $7,500 pursuant to his employment agreement (see Employment Agreements Termination of Employment
Agreement and Change in Control Arrangements below). Mr. Horowitz received for 2024 an annual discretionary bonus of $125,000
and incentive bonus compensation of $5,000.
(3)
The amounts in this column represent the aggregate grant date fair value of restricted stock unit awards granted to the Named Executive
Officers computed in accordance with FASB ASC Topic 718. In accordance with SEC rules, the grant date fair value of an award that is
subject to a performance condition is based on the probable outcome of the performance condition. See Note B[10] to our consolidated
financial statements included in this Annual Report for a discussion of the assumptions made by the Company in determining the grant
date fair value.
(4)
Includes 401(k) matching funds contributions and additional contributions by the Company under the Company's 401(k) Plan for the benefit
of Mr. Horowitz of $46,500 for 2025 and $46,000 for 2024, respectively. Also includes dividends (dividend equivalent rights) earned
upon vesting of restricted stock units owned by Mr. Horowitz of $15,000 in 2024.
(5)
Includes dividends (dividend equivalent rights) earned upon vesting of restricted stock units owned by Mr. Mahan of $2,500 in 2025 and
$3,750 in 2024.
(6)
Includes (i) 401(k) matching funds contributions and additional contributions by the Company under the Company's 401(k) Plan for the
benefit of Mr. Greene of $39,304 for 2025 and $30,000for2024, (ii) dividends (dividend equivalent rights) earned upon vesting
of restricted stock units owned by Mr. Greene of $1,500 in 2025 and $750 in 2024, and (iii) reimbursement of medical insurance premiums
and certain other expenses of $27,367 in 2025 and $22,741 in 2024.
****
**Narrative
Disclosure to Summary Compensation Table**
Employment
Agreements, Termination of Employment and Change-In-Control Arrangements
On
March 22, 2022, we entered into an employment agreement (Agreement) with Corey M. Horowitz, our Chairman and Chief
Executive Officer, pursuant to which he continues to serve as our Chairman and Chief Executive Officer for a four year term
(Term), at an annual base salary of $535,000 subject to increases of 3% per annum during the Term. The Agreement
established an annual target bonus of $175,000 for our Chairman and Chief Executive Officer based upon performance. The Company and
Mr. Horowitz are in discussions to extend the Agreement. For the year ended December 31, 2025 and 2024, our Chairman and Chief
Executive Officer received an annual discretionary bonus of $100,000 and $125,000, respectively.
-36-
In
addition, pursuant to the Agreement, we granted to our Chairman and Chief Executive Officer, under our 2013 Plan, 600,000 restricted
stock units (the RSUs, each RSU awarded by us to our officers, directors and consultants represents a contingent right
to receive one share of our common stock) which terms provided for vesting in four tranches, as follows:(1) 175,000 RSUs which
vested 100,000 RSUs on March 22, 2023 and 75,000 RSUs on March 22,2024, subject to Mr. Horowitzs continued employment by us through
each such vesting date (the Employment Condition) (Tranche 1); (2) 150,000 RSUs shall vest if at any time
during the Term our common stock achieves a closing price for twenty (20) consecutive trading days (Closing Price) of a
minimum of $3.50 per share (subject to adjustment for stock splits) and the Employment Condition is satisfied through the date such minimum
per share Closing Price is achieved (Tranche2); (3) 150,000 RSUs shall vest if at any time during the Term our common
stock achieves a Closing Price of a minimum of $4.00 per share (subject to adjustment for stock splits) and the Employment Condition
is satisfied through the date such minimum per share Closing Price is achieved (Tranche3); and (4) 125,000 RSUs shall
vest if at any time during the Term, our common stock achieves a Closing Price of a minimum of $4.50 per share (subject to adjustment
for stock splits) and the Employment Condition is satisfied through the date such minimum per share Closing Price is achieved (Tranche4).In
the event of a Change of Control (as defined), Termination Other Than for Cause (as defined) or a termination by Mr. Horowitz for Good
Reason (as defined) in each case prior to the last day of the Term, the vesting of all RSUs (Tranches 1,2,3 and 4) shall accelerate (and
not be subject to any conditions) and all RSUs shall become immediately fully vested. All RSUs granted by us to our officers, directors
or consultants have dividend equivalent rights.
Under
the terms of the Agreement, so long as Mr. Horowitz continues to serve as an executive officer of the Company, whether pursuant to the
Agreement or otherwise, Mr. Horowitz shall also receive incentive compensation in an amount equal to 5% of our gross royalties or other
payments from Licensing Activities (as defined) (without deduction of legal fees or any other expenses) with respect to our Remote Power
Patent and a 10% net interest (gross royalties and other payments after deduction of all legal fees and litigation expenses related to
licensing, enforcement and sale activities, but in no event shall he receive less than 6.25% of the gross recovery) of our royalties
and other payments relating to Licensing Activities with respect to patents other than our Remote Power Patent (including all of our
existing patent portfolios and our investment in ILiAD) (collectively, the Incentive Compensation). During the year ended
December 31, 2025 and December 31, 2024, Mr. Horowitz earned Incentive Compensation of $7,500 and $5,000, respectively.
-37-
The
Incentive Compensation shall continue to be paid to Mr. Horowitz for the life of each of our patents with respect to licenses entered
into with third parties during the Term or at any time thereafter, whether he is employed by us or not; provided, that, the employment
of Mr. Horowitz has not been terminated by us For Cause (as defined) or terminated by him without Good Reason
(as defined). In the event of a merger or sale of substantially all of our assets, we have the option to extinguish the right of Mr.
Horowitz to receive future Incentive Compensation by payment to him of a lump sum payment, in an amount equal to the fair market value
of such future interest as determined by an independent third party expert if the parties do not reach agreement as to such value. In
the event that Mr. Horowitzs employment is terminated by us Other Than For Cause (as defined) or by him for Good
Reason (as defined), Mr. Horowitz shall also be entitled to (i) a lump sum severance payment of 12 months base salary, (ii) a
pro-rated portion of the $175,000 target bonus provided bonus criteria have been satisfied on a pro-rated basis through the calendar
quarter in which the termination occurs and (iii) accelerated vesting of all unvested options, RSUs or other awards.
In
connection with the Agreement, Mr. Horowitz has also agreed not to compete with us as follows: (i) during the Term and for a period of
12 months thereafter if his employment is terminated Other Than For Cause (as defined) provided he is paid his 12 month
base salary severance amount and (ii) for a period of two years from the termination date, if terminated For Cause by us
or Without Good Reason by Mr. Horowitz.
Jonathan
Greene serves as our Executive Vice President and Secretary on an at-will basis at an annual base salary of $250,000 which commenced
on January 1, 2025. Mr. Greene received a discretionary annual bonus of $37,500 for 2025 and $50,000 for 2024. On February 18, 2026,
Mr. Greene was granted 25,000 RSUs under the 2022 Plan, which vest 50% on the one year anniversary of the date of grant and 50% on the
two year anniversary of the date of grant, subject to Mr. Greenes continued employment. On January 2, 2025, Mr. Greene was granted
25,000 RSUs under the 2022 Plan, 50% of such RSUs vested on the one year anniversary of the date of grant and 50% of such RSUs vest on
the two year anniversary of the date of grant, subject to Mr. Greenes continued employment.
Robert
Mahan has served as our Chief Financial Officer since December 21, 2022 on a consulting basis at an annual compensation of $175,000.
Mr. Mahan received a discretionary annual bonus of $50,000 for 2025 and $25,000 for 2024. On February 18, 2026, Mr. Mahan was granted
15,000 RSUs under the 2022 Plan, which vest 50% on the one year anniversary of the date of grant and 50% on the two year anniversary
of the date of grant, subject to Mr. Mahans continued service to the Company. On September 22, 2025, Mr. Mahan was granted 35,000
RSUs under the 2022 Plan, which vest on the one year anniversary of the date of grant (September 22, 2026), subject to his continued
service to the Company.
-38-
401(k)
Plan
We
offer all employees who have completed a year of service (as defined) participation in a 401(k) retirement savings plan, which provides
a tax-advantaged method of saving for retirement. We expensed matching 401(k) contributions and additional contributions of $85,804 and
$76,000 under the 401(k) plan for the years ended December 31, 2025 and 2024, respectively.
Director
Compensation
In
2025, we compensated each non-management director of our Company by granting to each such outside director 15,000 RSUs. The RSUs vested
in equal amounts of 3,750 RSUs on each of March 15, 2025, June 15, 2025, September 15, 2025 and December 15, 2025. In addition, we pay
our non-management directors cash director fees of $40,000 per annum ($10,000 per quarter). Non-management directors also receive additional
cash compensation on an annual basis for serving on the following Board committees: The Audit Committee Chairperson receives $7,500 and
members receive $5,000; the Chairperson and members of each of the Compensation Committee, Nominating and Corporate Governance Committee
and Strategic Development Committee (except for Mr. Greene as a management member of the Strategic Development Committee) receive annual
fees of $3,750 and $2,500, respectively.
The
following table sets forth the compensation awarded to, earned by or paid to persons who served as members of our Board of Directors
(other than our Named Executive Officers) during the year ended December31, 2025. No director who is also a Named Executive Officer
received any compensation for services as a director in 2025.
|
Name |
|
Fees
earned or paid in cash ($)(1) |
|
Stock
Awards
($)(2) (3) |
|
All
other compensation ($)(4) |
|
Total
($) | |
|
Niv Harizman |
|
$
55,000 |
|
$
20,850 |
|
$1,125 |
|
$
76,975 | |
|
Allison
Hoffman |
|
$
53,750 |
|
$
20,850 |
|
$1,125 |
|
$
75,725 | |
___________________________
|
(1) | Represents
directors fees payable in cash to each non-management director of $10,000 per quarter
($40,000 per annum) for 2025 plus additional cash fees for serving on Board committees as
disclosed above. | |
|
(2) | The
amounts included in this column represent the grant date fair value of restricted stock unit
awards (RSUs) granted to directors, computed in accordance with FASB ASC Topic 718. For a
discussion of valuation assumptions see Note B [10] to our consolidated financial statements
included in this Annual Report. The 15,000 RSUs granted to each non-management director vested
on a quarterly basis beginning March 15, 2025. Each RSU represents a contingent right to
receive one share of common stock. | |
|
(3) | As
of December 31, 2025, no stock options were owned by any of the above listed directors. | |
|
(4) | Includes
dividends (dividend equivalent rights) earned upon the vesting of RSUs. | |
-39-
**Outstanding
Equity Awards at December 31, 2025**
The
following table sets forth information relating to outstanding equity awards consisting of unvested restricted stock units for each Named
Executive Officer as of December31, 2025 (there were no outstanding stock options):
|
|
Option
Awards |
Stock
Awards | |
|
Name |
Number of Securities
Underlying Unexercised
Options |
Option
Exercise
Price ($) |
Option
Expiration
Date |
Equity
incentive plan awards: Number of unearned shares, units or other rights that have not vested |
Equity
incentive plan awards: Market value of unearned shares, units or other rights that have not
vested(1) ($) | |
|
Exercisable |
Unexercisable | |
|
Corey
M. Horowitz
Chairman
and CEO
|
|
|
|
|
425,000(2) |
$
556,750 | |
|
Robert
M. Mahan
Chief Financial Officer
|
|
|
|
|
35,000(3) |
$
45,850 | |
|
Jonathan
Greene
Executive Vice President
|
|
|
|
|
32,500(4) |
$42,575 | |
_________________________________
|
(1) | In
accordance with SEC rules, market value is based on $1.31 per share representing the closing
price of our common stock on the last trading day of the year. | |
|
(2) | Represents
425,000 unvested restricted stock units, the terms of the vesting of such restricted stock
units are disclosed on page 36 under Employment Agreements - Termination of Employment
and Change-In-Control Arrangements. | |
|
(3) | Represents
35,000 unvested restricted stock units, which vest in full on September 22, 2026, subject
to Mr. Mahans continued service. | |
|
(4) | Represents
32,500 unvested restricted stock units, of which (i) 12,500 restricted stock units vested
on January 2, 2026, (ii) 12,500 restricted stock units which will vest on January 2, 2027,
subject to Mr. Greenes continued employment, and (iii) 7,500 restricted stock units
vested on January 8, 2026. | |
**Policies
and Procedures for Equity Grant Awards/ Material Non- Public Information**
Under
our equity award policy, the Compensation Committee generally grants equity awards to our executive officers, directors and consultants
on an annual basis with the exception of our Chairman and Chief Executive Officer who typically receives awards at the time of renewal
of his employment agreement. For a number of years, we have awarded restricted stock units to our executive officers, directors and consultants
and have not awarded stock options. In the event that the Compensation Committee were to make awards of stock options in the future,
it will take into account material non-public information when determining the timing and terms of such option awards by generally making
such awards on an annual basis on a pre-determined schedule. We do not time the disclosure of material non-public information for the
purpose of affecting executive compensation.
-40-
****
|
ITEM 12. | SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | |
The
following table sets forth information regarding the beneficial ownership of our common stock as of February 15, 2026 for (i) each of
our directors, (ii) each of our executive officers, (iii) each person known by us to be the beneficial owner of more than 5% of our outstanding
shares of common stock, and (iv) all of our executive officers and directors as a group.
|
NAME
AND ADDRESS
OF BENEFICIAL OWNER |
|
AMOUNT
AND NATURE OFBENEFICIAL
OWNERSHIP (1)(2) |
|
|
PERCENTAGE
OF COMMON STOCK BENEFICIALLY OWNED(2) |
| |
|
Executive
Officers and Directors:
Corey
M. Horowitz(3) |
|
|
6,797,337 |
|
|
|
29.8% |
| |
|
CMH
Capital Management Corp.(4) |
|
|
2,291,372 |
|
|
|
10.0% |
| |
|
Niv
Harizman(5) |
|
|
335,985 |
|
|
|
1.5% |
| |
|
Jonathan
E. Greene(6) |
|
|
126,119 |
|
|
|
* |
| |
|
Allison
Hoffman(7) |
|
|
124,509 |
|
|
|
* |
| |
|
Robert
Mahan(8) |
|
|
50,000 |
|
|
|
* |
| |
|
All
officers and directors as a group
(5 Persons) |
|
|
7,441,450 |
|
|
|
32.6%
|
| |
|
5%
Stockholders: |
|
|
|
|
|
|
|
| |
|
Steven
D. Heinemann(9) |
|
|
1,340,408 |
|
|
|
6.4% |
| |
|
Cannell
Capital(10) |
|
|
1,141,975 |
|
|
|
5.5% |
| |
_____________________________________
*Less
than 1%.
|
(1) | Unless
otherwise indicated, we believe that all persons named in the above table have sole voting
and investment power with respect to all shares of our common stock beneficially owned by
them. Unless otherwise indicated the address for each listed beneficial owner is c/o Network-1
Technologies, Inc., 65 Locust Avenue, Third Floor, New Canaan, Connecticut 06840. | |
|
(2) | A
person is deemed to be the beneficial owner of shares of common stock that can be acquired
by such person within 60 days from February 15, 2026 upon the exercise of stock options,
vesting of restricted stock units or the conversion of other convertible securities within
such 60 day period. Each beneficial owner's percentage ownership is determined by assuming
that all stock options, restricted stock units held and other convertible securities owned
by such person (but not those held by any other person) and which are exercisable, convertible
or vest within 60 days from February 15, 2026 have been exercised, converted or vested.Assumes
a base of 22,801,906 shares of our common stock outstanding as of February 15, 2026. | |
-41-
|
(3) | Includes
(i) 3,983,954 shares of common stock owned by Mr. Horowitz, (ii)2,157,097 shares of
common stock held by CMH Capital Management Corp., an entity solely owned by Mr. Horowitz,
(iii) 134,275 shares of common stock owned by the CMH Capital Management Corp. Profit Sharing
Plan, of which Mr.Horowitz is the trustee, (v) 67,470 shares of common stock owned
by Donna Slavitt, the wife of Mr. Horowitz, (vi) an aggregate of 452,250 shares of common
stock held by two trusts and a custodian account for the benefit of Mr. Horowitzs
three children, and (vii) 2,291 shares of common stock held by Horowitz Partners, a general
partnership of which Mr. Horowitz is a partner. Does not include 425,000 restricted stock
units owned by Mr. Horowitz that do not vest within 60 days of February 15, 2026. | |
|
(4) | Includes
2,157,097 shares of common stock owned by CMH Capital Management Corp. and 134,275 shares
of common stock owned by CMH Capital Management Corp. Profit Sharing Plan.Corey
M. Horowitz, by virtue of being the sole officer, director and shareholder of CMH Capital
Management Corp. and the trustee of the CMH Capital Management Corp. Profit Sharing Plan,
has the sole power to vote and dispose of the shares of common stock owned by CMH Capital
Management Corp. and the CMH Capital Management Corp. Profit Sharing Plan. | |
|
(5) | Includes
(i) 332,235 shares of common stock and (ii) 3,750 shares of common stock subject to restricted
stock units that vest within 60 days of February 15, 2026. Does not include 11,250 shares
of common stock subject to restricted stock units owned by Mr. Harizman that do not vest
within 60 days from February 15, 2026. | |
|
(6) | Includes
126,119 shares of common stock.Does not include 12,500 shares of common stock
subject to restricted stock units owned by Mr. Greene that do not vest within 60 days from
February 15, 2026. | |
|
(7) | Includes
(i) 120,759 shares of common stock and (ii) 3,750 shares of common stock subject to restricted
stock units that vest within 60 days of February 15, 2026. Does not include 11,250 shares
of common stock subject to restricted stock units owned by Ms. Hoffman that do not vest within
60 days from February 15, 2026. | |
|
(8) | Includes
50,000 shares of common stock. Does not include 35,000 shares of common stock subject to
restricted stock units owned by Mr. Mahan that do not vest within 60 days of February 15,
2026. | |
|
(9) | Includes
453,000 shares of common stock owned by Mr.Heinemann and 886,000 shares of common stock
owned by Goose Hill Capital LLC. Goose Hill Capital LLC is a limited liability company of
which Mr.Heinemann is the sole member. Mr. Heinemann, by virtue of being the sole member
of Goose Hill Capital LLC, has the sole power to vote and dispose of the shares of common
stock owned by Goose Hill Capital LLC. The aforementioned beneficial ownership is based upon
Amendment No.
13 to Schedule 13G filed by Mr.Heinemann with the SEC on February 10, 2026.The address for Mr.Heinemann is c/o
Goose Hill Capital, LLC, 12378 Indian Road, North Palm Beach, Florida 33408. | |
|
(10) | Cannell
J. Carlo has shared power to vote and dispose of the shares of common stock owned by Cannell
Capital LLC. The aforementioned is based on Schedule 13(g) filed by Cannell Capital LLC and
Mr. Carlo with the SEC on February 17, 2026. The address for Cannell Capital LLC and Mr.
Carlo is 215 Altamont Road, Alta, Wyoming 83414. | |
-42-
|
ITEM 13. | CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | |
**Review,
Approval or Ratification of Transactions with Related Persons**
The
Audit Committee has responsibility for reviewing and approving related-persons transactions in accordance with its charter. A related
person is any executive officer, director, nominee for director or more than 5% stockholder of the Company, including immediate family
members, and any entity owned or controlled by such persons. In addition, pursuant to our Code of Ethics, all of our officers, directors
and employees are to avoid conflicts of interest and to refrain from taking part or exercising influence in any transaction in which
such partys personal interest may conflict with the best interest of the Company.Except for provisions of the Audit Committee
Charter, there are no written procedures governing review of related-persons transactions.
**Director
Independence**
Two
of our four directors, Allison Hoffman and Niv Harizman, are considered independent directors in compliance with the standard of independence
in Section 803A(2) of the NYSE American LLC Company Guide.
****
|
ITEM 14. | PRINCIPAL
ACCOUNTANT FEES AND SERVICES | |
**Audit
Fees**
Grassi
& Co., CPAs, P.C.(Grassi), our independent registered accounting firm as of December 12, 2024, billed us aggregate
fees of $143,850 for the year ended December 31, 2025, for the audit of our annual financial statements, review of our financial statements
included in our Form 10-Qs and for other services in connection with our statutory and regulatory filings. Grassi billed us aggregate
fees of $80,000 for the audit of our annual financial statements for the year ended December 31, 2024. Marcum LLP (Marcum),
our prior independent registered public accounting firm during the period October 11, 2022 through November 13, 2024, billed us aggregate
fees of $72,480 for the
review of our financial statements included in our Form 10-Qs for the interim periods in the year ended December 31, 2024.
-43-
**Tax
Fees and Other Fees**
Grassi
and Marcum did not render any other professional services other than those discussed above for 2025 and 2024.
**Audit
Committee Pre-Approval Policies and Procedures**
Our
audit committee charter provides that our audit committee must comply with SEC rules to maintain auditor independence as set forth in
Rule 2-01(c)(7)(i) of Regulation S-X. The Audit Committee has a policy to pre-approve all audit and permissible non-audit services to
be provided by our independent registered public accounting firm. All the services above were approved in advance by our Board of Directors.
-44-
****
**NETWORK-1 TECHNOLOGIES, INC.**
****
|
|
|
|
|
Index
to Consolidated Financial Statements |
Page |
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm (PCAOB Firm ID 606) |
F-1 | |
|
|
|
|
|
Consolidated
Balance Sheets as of December31, 2025 and 2024 |
F-2 |
|
|
|
|
|
|
Consolidated
Statements of Operations for the years ended December31, 2025 and 2024 |
F-3 |
|
|
|
|
|
|
Consolidated
Statements of Changes in Stockholders' Equity for the years ended December31, 2025 and 2024 |
F-4 |
|
|
|
|
|
|
Consolidated
Statements of Cash Flows for the years ended December31, 2025 and 2024 |
F-5 |
|
|
|
|
|
|
Notes to Consolidated Financial Statements |
F-6 |
|
|
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and Board of Directors of
Network-1
Technologies, Inc.
****
**Opinion
on the Financial Statements**
We
have audited the accompanying consolidated balance sheets of Network-1 Technologies, Inc. (the Company) as of December 31, 2025 and 2024,
and the related consolidated statements of operations, stockholders 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 financial position of the Company as of December
31, 2025 and 2024,and the results of its operations and its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
**Basis
for Opinion**
These
consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion
on the Companys consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
**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 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. We determined that there were no critical audit matters.
|
/s/
GRASSI & CO., CPAs, P.C.
GRASSI
& CO., CPAs, P.C.
| |
|
|
| |
|
We
have served as the Companys auditor since 2024.
Jericho,
New York
March
13, 2026 | |
F-1
**NETWORK-1 TECHNOLOGIES, INC.**
CONSOLIDATED BALANCE SHEETS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
****
|
| |
| | | |
| | | |
|
| |
December 31, | | |
|
| |
2025 | | |
2024 | | |
|
ASSETS:
| |
| | |
| | |
|
CURRENT ASSETS: | |
| | | |
| | | |
|
Cash and cash equivalents | |
$ | 13,402,000 | | |
$ | 13,145,000 | | |
|
Marketable securities, at fair value | |
| 23,467,000 | | |
| 27,455,000 | | |
|
Other current assets | |
| 237,000 | | |
| 232,000 | | |
|
Total Current Assets | |
| 37,106,000 | | |
| 40,832,000 | | |
|
OTHER ASSETS: | |
| | | |
| | | |
|
Patents, net of accumulated amortization | |
| 1,479,000 | | |
| 1,205,000 | | |
|
Equity method investment | |
| 1,734,000 | | |
| 3,337,000 | | |
|
Operating leases right of use asset | |
| | | |
| 27,000 | | |
|
Security deposits | |
| 13,000 | | |
| 13,000 | | |
|
Total Other Assets | |
| 3,226,000 | | |
| 4,582,000 | | |
|
TOTAL ASSETS | |
$ | 40,332,000 | | |
$ | 45,414,000 | | |
|
LIABILITIES AND STOCKHOLDERS EQUITY: | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
CURRENT LIABILITIES: | |
| | | |
| | | |
|
Accounts payable | |
$ | 253,000 | | |
$ | 203,000 | | |
|
Accrued payroll | |
| 289,000 | | |
| 292,000 | | |
|
Other accrued expenses | |
| 228,000 | | |
| 247,000 | | |
|
Operating lease obligations | |
| | | |
| 24,000 | | |
|
| |
| | | |
| | | |
|
Total Current Liabilities | |
| 770,000 | | |
| 766,000 | | |
|
| |
| | | |
| | | |
|
LONG TERM LIABILITIES: | |
| | | |
| | | |
|
Deferred tax liability | |
| | | |
| 337,000 | | |
|
TOTAL LIABILITIES | |
| 770,000 | | |
| 1,103,000 | | |
|
| |
| | | |
| | | |
|
COMMITMENTS AND CONTINGENCIES (See Note I) | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
STOCKHOLDERS' EQUITY | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Preferred stock, $0.01 par value; authorized 10,000,000 shares; none issued and outstanding at December 31, 2025 and December 31, 2024 | |
| | | |
| | | |
|
Common stock, $0.01 par value; authorized 50,000,000 shares; 22,824,009 and 22,961,619 shares issued and outstanding at December 31, 2025 and December31, 2024, respectively | |
| 228,000 | | |
| 229,000 | | |
|
Additional paid-in capital | |
| 63,426,000 | | |
| 65,455,000 | | |
|
Accumulated deficit | |
| (24,092,000 | | |
| (21,373,000 | ) | |
|
| |
| | | |
| | | |
|
TOTAL STOCKHOLDERS EQUITY | |
| 39,562,000 | | |
| 44,311,000 | | |
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | |
$ | 40,332,000 | | |
$ | 45,414,000 | | |
The
accompanying notes are an integral part of the consolidated financial statements
F-2
**NETWORK-1 TECHNOLOGIES, INC.**
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
|
| |
| | | |
| | | |
|
| |
Years Ended December 31, | | |
|
| |
2025 | | |
2024 | | |
|
REVENUE | |
$ | 150,000 | | |
$ | 100,000 | | |
|
| |
| | | |
| | | |
|
OPERATING EXPENSES: | |
| | | |
| | | |
|
Costs of revenue | |
| 42,000 | | |
| 28,000 | | |
|
Professional fees and related costs | |
| 788,000 | | |
| 959,000 | | |
|
General and administrative | |
| 2,485,000 | | |
| 2,614,000 | | |
|
Amortization of patents | |
| 141,000 | | |
| 120,000 | | |
|
| |
| | | |
| | | |
|
TOTAL OPERATING EXPENSES | |
| 3,456,000 | | |
| 3,721,000 | | |
|
| |
| | | |
| | | |
|
OPERATING LOSS | |
| (3,306,000 | ) | |
| (3,621,000 | ) | |
|
OTHER INCOME | |
| | | |
| | | |
|
Interest and dividend income, net | |
| 1,844,000 | | |
| 1,897,000 | | |
|
Net realized and unrealized gain on marketable securities | |
| 277,000 | | |
| 177,000 | | |
|
Total other income, net | |
| 2,121,000 | | |
| 2,074,000 | | |
|
| |
| | | |
| | | |
|
LOSS BEFORE INCOME TAXES AND SHARE OF NET LOSSES OF EQUITY
METHOD INVESTEE | |
| (1,185,000 | ) | |
| (1,547,000 | ) | |
|
| |
| | | |
| | | |
|
INCOME TAXES PROVISION: | |
| | | |
| | | |
|
Current | |
| (31,000 | ) | |
| | | |
|
Deferred taxes, net | |
| (337,000 | ) | |
| (425,000 | ) | |
|
Total income taxes benefit | |
| (368,000 | ) | |
| (425,000 | ) | |
|
LOSS BEFORE SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE: | |
| (817,000 | ) | |
| (1,122,000 | ) | |
|
| |
| | | |
| | | |
|
SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE | |
| (1,603,000 | ) | |
| (1,912,000 | ) | |
|
NET LOSS | |
$ | (2,420,000 | ) | |
$ | (3,034,000 | ) | |
|
| |
| | | |
| | | |
|
Net Loss Per Share: | |
| | | |
| | | |
|
Basic | |
$ | (0.11 | ) | |
$ | (0.13 | ) | |
|
Diluted | |
$ | (0.11 | ) | |
$ | (0.13 | ) | |
|
| |
| | | |
| | | |
|
Weighted average common shares outstanding: | |
| | | |
| | | |
|
Basic | |
| 22,848,402 | | |
| 23,250,224 | | |
|
Diluted | |
| 22,848,402 | | |
| 23,250,224 | | |
|
Cash dividends declared per share | |
$ | 0.10 | | |
$ | 0.10 | | |
|
| |
| | | |
| | | |
|
| |
| | | |
| | | |
****
The
accompanying notes are an integral part of the consolidated financial statements
F-3
**NETWORK-1 TECHNOLOGIES, INC.**
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common
Stock | | |
| |
| |
|
| |
|
| |
Shares | | |
Amount | | |
Additional
Paid-in
Capital | | |
Accumulated
Deficit | |
|
Total
Stockholders
Equity | | |
|
| |
| | | |
| | | |
| | | |
| | |
|
| | | |
|
Balance January 1, 2024 | |
| 23,553,908 | | |
$ | 235,000 | | |
$ | 67,446,000 | | |
$ | (16,989,000 | ) | |
$ | 50,692,000 | | |
|
Dividends and dividend equivalents
declared | |
| | | |
| | | |
| (2,388,000 | ) | |
| | | |
| (2,388,000 | ) | |
|
Stock-based compensation | |
| | | |
| | | |
| 399,000 | | |
| | | |
| 399,000 | | |
|
Vesting of restricted stock
units | |
| 170,000 | | |
| 2,000 | | |
| (2,000 | ) | |
| | | |
| | | |
|
Value of shares delivered to
pay withholding taxes | |
| (28,853 | ) | |
| | | |
| | | |
| (61,000 | ) | |
| (61,000 | ) | |
|
Treasury stock purchased and
retired | |
| (733,436 | ) | |
| (8,000 | ) | |
| | | |
| (1,289,00 | ) | |
| (1,297,000 | ) | |
|
Net loss | |
| | | |
| | | |
| | | |
| (3,034,000 | ) | |
| (3,034,000 | ) | |
|
Balance December 31, 2024 | |
| 22,961,619 | | |
$ | 229,000 | | |
$ | 65,455,000 | | |
$ | (21,373,000 | ) | |
$ | 44,311,000 | | |
|
Dividends and dividend equivalents
declared | |
| | | |
| | | |
| (2,336,000 | ) | |
| | | |
$ | (2,336,000 | ) | |
|
Stock-based compensation | |
| | | |
| | | |
| 307,000 | | |
| | | |
| 307,000 | | |
|
Vesting of restricted stock
units | |
| 80,000 | | |
| | | |
| | | |
| | | |
| | | |
|
Value of shares delivered to
pay withholding taxes | |
| (5,348 | ) | |
| | | |
| | | |
| (7,000 | ) | |
| (7,000 | ) | |
|
Treasury stock purchased and
retired | |
| (212,262 | ) | |
| (1,000 | ) | |
| | | |
| (292,000 | ) | |
| (293,000 | ) | |
|
Net loss | |
| | | |
| | | |
| | | |
| (2,420,000 | ) | |
| (2,420,000 | ) | |
|
Balance December 31, 2025 | |
| 22,824,009 | | |
$ | 228,000 | | |
$ | 63,426,000 | | |
$ | (24,092,000 | ) | |
$ | 39,562,000 | | |
The
accompanying notes are an integral part of the consolidated financial statements
F-4
**NETWORK-1 TECHNOLOGIES, INC.**
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
|
| |
| | | |
| | | |
|
| |
Years
Ended December 31, | | |
|
| |
2025 | | |
2024 | | |
|
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | | |
|
Net loss | |
$ | (2,420,000 | ) | |
$ | (3,034,000 | ) | |
|
Adjustments to reconcile net loss to net cash
used in operating activities: | |
| | | |
| | | |
|
Amortization of patents | |
| 141,000 | | |
| 120,000 | | |
|
Stock-based compensation | |
| 307,000 | | |
| 399,000 | | |
|
Loss allocated from equity investment | |
| 1,603,000 | | |
| 1,912,000 | | |
|
Deferred tax benefit | |
| (337,000 | ) | |
| (425,000 | ) | |
|
Amortization of right of use asset, net | |
| 27,000 | | |
| 64,000 | | |
|
Unrealized (gain) loss on marketable securities | |
| (149,000 | ) | |
| 67,000 | | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
|
Other current assets | |
| (5,000 | ) | |
| (26,000 | ) | |
|
Accounts payable | |
| 50,000 | | |
| 79,000 | | |
|
Operating lease obligations | |
| (24,000 | ) | |
| (74,000 | ) | |
|
Accrued expenses | |
| (62,000 | ) | |
| (158,000 | ) | |
|
| |
| | | |
| | | |
|
NET CASH USED IN OPERATING ACTIVITIES | |
| (869,000 | ) | |
| (1,076,000 | ) | |
|
| |
| | | |
| | | |
|
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | | |
|
Sales of marketable securities | |
| 16,157,000 | | |
| 15,250,000 | | |
|
Purchases of marketable securities | |
| (12,020,000 | ) | |
| (14,201,000 | ) | |
|
Acquisition of patents | |
| (415,000 | ) | |
| | | |
|
| |
| | | |
| | | |
|
NET CASH PROVIDED BY INVESTING ACTIVITIES | |
| 3,722,000 | | |
| 1,049,000 | | |
|
| |
| | | |
| | | |
|
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
|
Cash dividends paid | |
| (2,296,000 | ) | |
| (2,366,000 | ) | |
|
Value of shares delivered to fund withholding taxes | |
| (7,000 | ) | |
| (63,000 | ) | |
|
Repurchases of common stock, inclusive of commissions and excise tax | |
| (293,000 | ) | |
| (1,295,000 | ) | |
|
| |
| | | |
| | | |
|
NET CASH USED IN FINANCING ACTIVITIES | |
| (2,596,000 | ) | |
| (3,724,000 | ) | |
|
| |
| | | |
| | | |
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 257,000 | | |
| (3,751,000 | ) | |
|
CASH AND CASH EQUIVALENTS, beginning of year | |
| 13,145,000 | | |
| 16,896,000 | | |
|
| |
| | | |
| | | |
|
CASH AND CASH EQUIVALENTS, end of year | |
$ | 13,402,000 | | |
$ | 13,145,000 | | |
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | | |
|
Cash paid during the years for: | |
| | | |
| | | |
|
Interest | |
$ | | | |
$ | | | |
|
Income taxes | |
$ | | | |
$ | | | |
|
NON-CASH FINANCING ACTIVITY | |
| | | |
| | | |
|
Accrued dividend rights on restricted stock units | |
$ | 51,000 | | |
$ | 59,000 | | |
|
Right-of-use asset for lease liability | |
$ | | | |
$ | 75,000 | | |
The
accompanying notes are an integral part of the consolidated financial statements
F-5
**NETWORK-1 TECHNOLOGIES, INC.**
**Note
A Business**
Network-1
Technologies, Inc. (the Company) is engaged in the development, licensing and protection of its intellectual property assets.
The Company presently owns one hundred nineteen (119) U.S. patents, fifty-four (54) of such patents have expired, and fifteen (15) foreign
patents (unexpired) related to (i) the M2M/IoT patent portfolio relating to, among other things, enabling technology for authenticating
and using eSIM (embedded Subscriber Identification Module) technology in IoT, Machine-to-Machine, and other mobile devices, including
smartphones, tablets and computers, and automobiles (the MTM/IoT Patent Portfolio); (ii) the HFT patent portfolio covering
certain advanced technologies relating to high frequency trading, which inventions specifically address technological problems associated
with speed and latency and provide critical latency gains in trading systems (the HFT Patent Portfolio); (iii) the Cox
patent portfolio relating to enabling technology for identifying media content on the Internet and taking further actions to be performed
after such identification (the Cox Patent Portfolio); (iv) our smart home phone patent portfolio relating to, among other
things, the enabling technology to support the interoperability of smart home IoT devices (the Smart Home Patent Portfolio);
(v) the remote power patent covering delivery of Power over Ethernet (PoE) cables for the purpose of remotely powering network devices,
such as wireless access ports, IP phones and network based cameras (the Remote Power Patent); and (vi) the Mirror Worlds
patent portfolio relating to foundational technologies that enable unified search and indexing, displaying and archiving of documents
in a computer system (the Mirror Worlds Patent Portfolio).
The
Company no longer intends to monetize its Remote Power Patent or Mirror Worlds Patent Portfolio. The Companys current strategy
includes continuing to pursue licensing opportunities for its other intellectual property assets. In addition, the Company reviews opportunities
to acquire or license additional intellectual property as well as other strategic alternatives. The Companys patent acquisition
and development strategy is to focus on acquiring high quality patents which management believes have the potential to generate significant
licensing opportunities as the Company had achieved with respect to its Remote Power Patent and Mirror Worlds Patent Portfolio. In addition,
the Company may also enter into strategic relationships with third parties to develop, commercialize, license or otherwise monetize their
intellectual property.
The
Company has made equity investments totaling $7,000,000 in ILiAD Biotechnologies, Inc. (ILiAD), a clinical stage biotechnology
company (see Note H hereof).
**Note B Summary of Significant Accounting
Policies**
|
[1] | Principles
of Consolidation | |
The
Companys consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (U.S. GAAP). The accompanying financial statements include the accounts of the Company and its
wholly-owned subsidiaries, Mirror Worlds Technologies, LLC and HFT Solutions, LLC. All intercompany transactions and balances are eliminated
in consolidation.
|
[2] | Use
of Estimates and Assumptions | |
The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements, and the reported amounts of revenues and expenses during the reporting periods. The estimates and assumptions made
in the preparation of the Companys consolidated financial statements primarily include costs related to the Companys assertion
of litigation, the valuation of the Companys patent portfolios, stock-based compensation, the recoverability of deferred tax assets
and the carrying value of the Companys equity method investments. Actual results could be materially different from those estimates,
upon which the carrying values were based.
Certain
amounts recorded to reflect the Companys share of the income or losses of its equity method investee (ILiAD), accounted for under
the equity method, are based on estimates and the unaudited results of operations of the equity method investee, and may require adjustment
in the future when the ILiAD audit is complete. The Company reports its share of the results of its equity method investee on a one-quarter
lag basis.
|
[3] | Cash
and Cash Equivalents | |
The
Company maintains cash deposits in high quality financial institutions insured by the Federal Deposit Insurance Corporation ("FDIC").
Accounts at each institution are insured by the FDIC for up to $250,000. At
F-6
**NETWORK-1
TECHNOLOGIES, INC.**
****
****
**NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
December
31, 2025 and 2024, the Company had $9,000 and $10,000, respectively, in excess of the FDIC insured limit. As of December 31, 2025 and
2024, the Company had cash equivalents of $13,302,000 and $12,947,000, respectively, that were held in brokerage accounts and not insured
by the FDIC.
The
Company considers all highly liquid short-term investments, including certificates of deposit and money market funds which are purchased
with an original maturity of three months or less to be cash equivalents.****
****
|
[4] | Marketable
Securities | |
The
Companys marketable securities are comprised of certificates of deposit with an original maturity greater than three months from
date of purchase, government securities, corporate bonds and fixed income mutual funds (see Note G hereof). At December 31, 2025 and
December 31, 2024, included in marketable securities, the Company had aggregate certificates of deposit of $759,000 and $761,000, respectively.
The Companys marketable securities are measured at fair value and are accounted for as trading securities. Unrealized holding
gains and losses on certificates of deposit, government securities, corporate bonds and fixed income mutual funds are recorded in net
realized and unrealized gain from investments on the consolidated statements of operations. Dividend and interest income are recognized
when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining
the cost of the marketable securities.
****
|
[5] | Revenue
Recognition | |
Under
ASC 606, revenue is recognized when the Company completes the licensing of its intellectual property to its licensees, obtains a final
judgment (after all appeals have been exhausted), or enters into a litigation settlement agreement involving any of its expired patents.
With respect to licensing its intellectual property, a final judgment or litigation settlement, revenue is recognized in an amount that
reflects the consideration the Company expects to be entitled to in exchange for licensing its intellectual property, the final judgment
or the litigation settlement.
The
Company determines revenue recognition through the following steps:
|
| identification
of the license agreement, final judgment or litigation settlement agreement; | |
|
| identification
of the performance obligations in the license agreement, final judgment or litigation settlement
agreement; | |
|
| determination
of the consideration for the license agreement, final judgment or settlement agreement; | |
|
| allocation
of the transaction price to the performance obligations in the contract; and | |
|
| recognition
of revenue when the Company satisfies its performance obligations. | |
Revenue disaggregated by source is as follows:
|
Schedule of disaggregation of revenue | |
| | | |
| | | |
|
| |
Years
Ended December 31, | | |
|
| |
2025 | | |
2024 | | |
|
Litigation
Settlements | |
$ | 150,000 | | |
$ | 100,000 | | |
|
Total
Revenue | |
$ | 150,000 | | |
$ | 100,000 | | |
See
Note K[5] hereof for further discussion of revenue recognized.
****
Revenue
from the Companys patent licensing and enforcement business is typically generated from negotiated license agreements, final judgments
or settlement agreements as a result of litigation involving the Companys patents. The timing and amount of revenue recognized
from each licensee or from such final judgment or settlement agreement depends upon a variety of factors, including the terms of each
agreement and the nature of the obligations of the parties. These agreements may include, but are not limited to, elements related to
past infringement liabilities, non-refundable upfront license fees, and ongoing royalties on licensed products sold by the licensee.
Generally, in the event of settlement of litigation related to the Companys
F-7
**NETWORK-1 TECHNOLOGIES, INC.**
****
****
**NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
assertion
of patent infringement involving its intellectual property, defendants will either pay (i) a non-refundable lump sum payment for a non-exclusive
fully-paid license, (ii) a non-refundable lump sum payment (license initiation fee) together with an ongoing obligation to pay quarterly
or monthly royalties to the Company for the life of the licensed patent, or (iii) a lump sum settlement payment with respect to litigation
involving the Companys patents.
Fully-paid
licenses provide for a non-refundable up-front payment for which the Company has no future obligations or performance requirements, revenue
is generally recognized when the Company has obtained the signed license agreement, all performance obligations have been substantially
performed, amounts are fixed and determinable, and collectability is reasonably assured. Revenue from fully-paid licenses may consist
of one or more installments. The timing and amount of revenue recognized from each licensee depends upon a number of factors including
the specific terms of each agreement and the nature of the deliverables and obligations.
|
[6] | Equity
Method Investments | |
Equity
method investments are equity securities in entities the Company does not control but over which it has the ability to exercise significant
influence. These investments are accounted for under the equity method of accounting in accordance with ASC 323, *Investments
Equity Method and Joint Ventures* (see Note H hereof). Equity method investments are measured at cost minus impairment, if any, plus
or minus the Companys share of an investees income or loss. The Companys proportionate share of the income or loss
from equity method investments is recognized on a one-quarter lag. When the Companys carrying value in an equity method investment
is reduced to zero, no further losses are recorded in the Companys financial statements unless the Company guaranteed obligations
of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will
not record its share of such income until it equals the amount of its share of losses not previously recognized.
Upon
a sale of an equity method investment by the Company, the difference between sales proceeds and the carrying amount of the equity investment
is recognized in profit or loss. Upon the issuance of securities in an observable price transaction, the Company will account for the
share issuance by the equity method investee as if the Company had sold a proportionate share of its investment in the observable price
transaction. The Company will record a gain or loss associated with the dilution of its investment to reflect third party investments
in the investee and will increase or decrease its basis in the equity method investee accordingly. The gain or loss is recorded within
other income or expense in the Companys consolidated statements of operations.
The
Company performed an assessment to determine significance of the equity method investee under the investment, asset and income tests
utilizing the 20% threshold. The Company determined that the equity method investee satisfied the income test and has included summarized
financial data of the equity method investee in Note H hereof.
|
[7] | Patents | |
The
Company owns patents that relate to various technologies. The Company capitalizes the costs associated with the acquisition and certain
registration costs of its acquired patents. The Company amortizes these capitalized acquisition costs over the remaining useful lives
of the underlying patents, on a straight-line basis. Any further payments made to maintain or develop the patents should be expensed
as incurred, except in cases where the costs directly increase the patents' functionality or extend their useful life.
|
[8] | Costs
of Revenue and Related Costs | |
The
Company includes in costs of revenue for the year ended December 31, 2025 and 2024 contingent legal fees payable to patent
litigation counsel, any other contractual payments to third parties related to net proceeds received from monetization of patents
(see Notes I[1] and I[2] hereof) and incentive bonus compensation payable to its Chairman and Chief Executive Officer (see Note J[1]
hereof).
F-8
**NETWORK-1 TECHNOLOGIES, INC.**
****
**Note****B Summary
of Significant Accounting Policies (continued)**
|
[9] | Income
Taxes | |
The
Company accounts for income taxes in accordance with Financial Accounting Standards Board (FASB) ASC Topic 740, Income Taxes (ASC 740),
which requires the Company to use the assets and liability method of accounting for income taxes. Under the assets and liability method,
deferred income taxes are recognized for the tax consequences of temporary (timing) differences by applying enacted statutory tax rates
applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities
and operating loss and tax credit carry forwards. Under this accounting standard, the effect on deferred income taxes of a change in
tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely
than not that some portion, or all, of a deferred tax asset will not be realized.
ASC
740-10, *Accounting for Uncertainty in Income Taxes*, defines uncertainty in income taxes and the evaluation of a tax position as
a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination,
including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure
a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements.
A tax position is measured at the largest amount of benefit that is greater than 50 percent likelihood of being realized upon ultimate
settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first
subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria
should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company had no
uncertain tax positions as of December 31, 2025 and 2024.
U.S.
federal, state and local income tax returns prior to 2022 are not subject to examination by any applicable tax authorities, except that
tax authorities could challenge returns (only under certain circumstances) for earlier years to the extent they generated loss carry-forwards
that are available for those future years.
|
[10] | Stock-Based
Compensation | |
The
Company accounts for its stock-based compensation awards to employees and directors in accordance with FASB ASC Topic 718,*Compensation*
**** *Stock Compensation*(ASC 718). ASC 718 requires all stock-based compensation to employees, including
grants of employee stock options and restricted stock units, to be recognized in the consolidated statements of operations based on their
grant date fair values.
Compensation
expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated
service period of the award, which is generally the vesting term. The fair value of restricted stock units is determined based on the
number of shares underlying the grant and either the quoted market price of the Companys common stock on the date of grant for
time-based and performance-based awards, or the fair value on the date of grant using the Monte Carlo Simulation model for market-based
awards.
|
[11] | Earnings
Per Share | |
The
Company reports earnings per share in accordance with U.S. GAAP, which requires presentation of basic and diluted earnings per share
in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution
and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period.
Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts, such as warrants
and options to purchase common stock, were exercised and if shares were issued pursuant to outstanding restricted stock units. Common
stock equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted earnings per share.
****
F-9
**NETWORK-1
TECHNOLOGIES, INC.**
****
**Note****B Summary
of Significant Accounting Policies (continued)**
|
[12] | Fair
Value Measurements | |
ASC
Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid
to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification
based on observable and unobservable inputs when measuring fair value.
There
are three levels of inputs that may be used to measure fair value:
Level
1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities.
Level
2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets
or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level
3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using
estimates and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow
methodologies, or similar techniques.
The
carrying value of the Companys financial instruments, including cash and cash equivalents and accounts payable, approximates fair
value because of the short-term nature of these financial instruments.
The
Companys marketable securities are classified within Level 1 because they are valued using quoted market prices in an active market.
The
Companys equity method investment is measured on a non-recurring basis and is classified within Level 2 as it is valued using
an observable price transaction for similar assets in a market that is not active (see Note B [6] and Note H hereof).
|
[13] | Carrying
Value, Recoverability and Impairment of Long-Lived Assets | |
An
impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its
fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash
flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying
amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by
which the carrying amount of a long-lived asset (asset group) exceeds its fair value. If an impairment loss is recognized, the adjusted
carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated
(amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. At December
31, 2025 and 2024, there was no impairment to the Companys patents and equity investment.
The
Companys equity investment in ILiAD is evaluated on a non-recurring basis for impairment, when and if a triggering event occurs.
|
[14] | Leases | |
Under
ASC 842, the Company determines if an arrangement is a lease at inception. Right-of-Use (ROU) assets and related lease
obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this
purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As the Company's lease did
not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date
in determining the present value of lease payments. The Company's determined incremental borrowing rate is a hypothetical rate based
on its understanding of what the Company's credit rating would be. The ROU asset also includes any lease payments made prior to commencement
and is recorded net of any lease incentives received and net of the deferred rent balance on the date of implementation.
F-10
**NETWORK-1 TECHNOLOGIES, INC.**
****
**Note****B Summary
of Significant Accounting Policies (continued)**
The
Company's lease terms may include options to extend or terminate the lease and the initial term will be adjusted when it is reasonably
certain that the Company will exercise such options. As permitted under ASC 842, the Company has elected to not recognize ROU assets
and related lease obligations for leases with initial or renewal terms of twelve months or less**.**
|
[15] | Dividend
Policy | |
Cash
dividends are recorded when declared by the Companys Board of Directors. Common stock dividends are charged against accumulated
deficit, or additional paid-in capital in the case of a dividend deemed a return of capital, when declared or paid (see Note N and Note
O[3] hereof).
|
[16] | Recent
Accounting Pronouncements | |
Disaggregation
of Income Statement Expenses
In
November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03,*Income
Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses*. The ASU requires additional information about specific expenses in certain notes to the Consolidated Financial Statements.
The guidance will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December
15, 2027. Early adoption is permitted. The
Company is currently evaluating ASU 2024-03 to determine its impact on the Company's disclosures.
Income
Tax Disclosure
In
December 2023, the FASB issued ASU 2023-09,*Income Taxes (Topic 740):Improvements to Income Tax Disclosures*. ASU 2023-09
requires annual disclosure of specific categories in the tax rate reconciliation and provides additional information for reconciling
items that meet a quantitative threshold. The new requirements are effective for annual periods beginning after December 15, 2024. The
guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company adopted ASU 2023-09
for the year ended December 31, 2025. The adoption of this guidance did not have a material impact on the Companys consolidated
financial statements and related disclosures(see Note E below).
Segments
In
November 2023, the FASB issued ASU 2023-07,*Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures*. ASU 2023-07 updates reportable segment disclosure requirements primarily through enhanced disclosures about
significant segment expenses. ASU 2023-07 is effective for all entities for fiscal years beginning after December 15, 2023, and for interim
periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 on December 31, 2024 on a retrospective
basis. See Note B[17] below for additional information.
|
[17] | Segment Reporting | |
The
Company reports its segment information to reflect the manner in which the Companys chief operating decision maker (CODM)
reviews and assesses performance. The Companys Chief Executive Officer is the CODM. The primary financial measures used by the
CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). Such measures are used to evaluate
the Companys ongoing operations and as part of the Companys internal planning and forecasting processes. Net loss and Operating
loss are disclosed in the consolidated statements of operations. Segment expenses and other segment items are provided to the CODM on
the same basis as disclosed in the consolidated statements of operations. The Company has a single reporting segment.
F-11
**NETWORK-1 TECHNOLOGIES, INC.**
****
**Note
C Patents**
The
Companys intangible assets at December 31, 2025 include patents with estimated remaining economic useful lives ranging from approximately
eight (8) to fifteen (15) years. For all periods presented, all of the Companys unexpired patents were subject to amortization.
The gross carrying amounts and accumulated amortization related to acquired intangible assets as of December 31, 2025 and 2024 were as
follows:
|
Schedule of patent | |
| | | |
| | | |
|
| |
2025 | | |
2024 | | |
|
Gross
carrying amount | |
$ | 8,887,000 | | |
$ | 8,473,000 | | |
|
Accumulated
amortization | |
| (7,408,000 | ) | |
| (7,268,000 | ) | |
|
Patents,
net | |
$ | 1,479,000 | | |
$ | 1,205,000 | | |
Amortization
expense for the years ended December 31, 2025 and 2024 was $141,000 and $120,000, respectively. Future amortization of current intangible
assets, net is as follows:
|
Schedule of future amortization of intangible assets | | |
| | | |
|
For
the years ended December 31, | | |
| | |
|
2026 | | |
$ | 147,000 | | |
|
2027 | | |
| 146,000 | | |
|
2028 | | |
| 143,000 | | |
|
2029 | | |
| 143,000 | | |
|
2030 | | |
| 143,000 | | |
|
Thereafter | | |
| 757,000 | | |
|
Total | | | |
$ | 1,479,000 | | |
The
expiration dates for the M2M/IoT Portfolio range from September
2033 to May
2034**.** The expiration dates within the Companys
HFT Patent Portfolio range from October
2039 to February
2040.The expiration dates of patents within the
Companys Smart Home Patent Portfolio range from May
2039 to May
2040. All of the patents within the Companys
Mirror Worlds Patent Portfolio, Cox Patent Portfolio and the Remote Power Patent have expired.****
**Note
D Income (Loss) Per Share**
Basic
net loss per share is calculated by dividing the net loss by the weighted average number of outstanding common shares during the period.
Diluted per share data includes the dilutive effect of restricted stock units. Potentially dilutive shares of 512,500 and 487,500 at
December31, 2025 and 2024, respectively, consist of restricted stock units. However, as the Company generated a net loss in 2025
and 2024, all potentially dilutive shares were not reflected in diluted net loss per share because the impact of such instruments was
anti-dilutive. Computations of basic and diluted weighted average common shares outstanding are as follows:
|
Schedule of basic and diluted weighted average common shares outstanding | |
| | | |
| | | |
|
| |
2025 | | |
2024 | | |
|
| |
| | |
| | |
|
Weighted-average common shares outstanding basic | |
| 22,848,402 | | |
| 23,250,224 | | |
|
| |
| | | |
| | | |
|
Dilutive effect of restricted stock units | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Weighted-average common shares outstanding diluted | |
| 22,848,402 | | |
| 23,250,224 | | |
|
Restricted stock units excluded from the computation of diluted income per share because the effect of inclusion would have been anti-dilutive | |
| 512,500 | | |
| 487,500 | | |
****
****
****
****
F-12
**NETWORK-1
TECHNOLOGIES, INC.**
****
****
****
****
**Note
E Income Taxes**
Significant
components of the income taxes were as follows for the years ended December 31, 2025 and 2024.
|
Schedule of components of the income taxes | |
| | | |
| | | |
|
| |
2025 | | |
2024 | | |
|
Current | |
| | |
|
State and local | |
$ |
| | |
$ |
| | |
|
Federal | |
| (31,000 | ) | |
| | | |
|
Total Current Tax Expense | |
| (31,000 | ) | |
| | | |
|
| |
| | | |
| | | |
|
Deferred | |
| | | |
| | | |
|
State and local | |
| (33,000 | ) | |
| (42,000 | ) | |
|
Federal | |
| (304,000 | ) | |
| (383,000 | ) | |
|
Total Deferred Tax Expense | |
| (337,000 | ) | |
| (425,000 | ) | |
|
| |
| | | |
| | | |
|
Total Income Taxes | |
$ | (368,000 | ) | |
$ | (425,000 | ) | |
Significant
components of deferred tax assets (liability) as of December 31, 2025 and 2024 consisted of the following:
|
Schedule of components of deferred tax assets and liability | |
| | | |
| | | |
|
| |
2025 | | |
2024 | | |
|
Deferred tax assets (liability): | |
| | | |
| | | |
|
Net operating loss carryforward | |
$ | 1,513,000 | | |
$ | 1,215,000 | | |
|
Stock options and RSUs | |
| 62,000 | | |
| 26,000 | | |
|
Tax credit carryforward | |
| 148,000 | | |
| 148,000 | | |
|
Other | |
| 161,000 | | |
| 197,000 | | |
|
Total deferred tax assets | |
| 1,896,000 | | |
| 1,586,000 | | |
|
Valuation allowance | |
| (1,896,000 | | |
| (1,586,000 | ) | |
|
Deferred tax assets, net of valuation allowance | |
$ | | | |
$ | | | |
|
| |
| | |
| | |
|
| |
2025 | | |
2024 | | |
|
| |
| | | |
| | | |
|
Deferred Tax Liability(1) | |
$ | | | |
$ | (337,000 | ) | |
|
Total deferred tax liability | |
$ | | | |
$ | (337,000 | ) | |
_________________________
|
(1) |
Deferred tax liability primarily as a result of a temporary difference related to the Companys equity method investment. | |
As
of December 31, 2025 and 2024, the Companys estimated aggregate total net operating loss carryforwards (NOLs) were $6,439,000
and $5,158,000, respectively, for U.S. federal tax purposes with an indefinite life. At December 31, 2025 and 2024, the Company had deferred
tax assets of $1,896,000 and $1,586,000, respectively, which were offset by valuation allowances of $1,896,000 and $1,586,000, respectively,
as it was determined that it is more likely than not that the deferred tax assets would not be realized. At December 31, 2025 and 2024,
the Company had a deferred tax liability position of $0 and $337,000, respectively.
F-13
**NETWORK-1 TECHNOLOGIES, INC.**
****
**Note
E Income Taxes (continued)**
The
reconciliation between the taxes as shown and the amount that would be computed by applying the statutory federal income tax rate to
the net income before income taxes is as follows:
|
Schedule of reconciliation of income tax | |
| | | |
| | | |
| | | |
| | | |
|
| |
Years Ended | | |
|
| |
December 31, | | |
|
| |
2025 | | |
2024 | | |
|
| |
| | |
| | |
|
U.S. federal statutory rate | |
$ | (585,000 | ) | |
| 21.00 | % | |
$ | (727,000 | ) | |
| 21.00 | % | |
|
Permanent differences | |
| | | |
| | | |
| | | |
| | | |
|
Change in valuation allowance | |
| 311,000 | | |
| (11.16 | )% | |
| 381,000 | | |
| (10.99 | )% | |
|
Penalty abatement | |
| (31,000 | ) | |
| 1.14 | % | |
| | | |
| | | |
|
State(1) | |
| (63,000 | ) | |
| 2.27 | % | |
| (79,000 | ) | |
| 2.27 | % | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Total | |
$ | (368,000 | ) | |
| 13.25 | % | |
$ | (425,000 | ) | |
| 12.28 | % | |
______________________
(1)
State taxes in Connecticut made up the majority (greater than 50 percent) of the tax effect of this category.
On
August 16, 2022, the Inflation Reduction Act of 2022 (the IR Act) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and
certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally
1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
The excise tax applies in cases where the total value of the stock repurchased during the taxable year exceeds $1,000,000. The Company
did not meet this threshold in 2025 (see Note M hereof)**.**
The
personal holding company (PHC) rules under the Internal Revenue Code impose a 20% tax on a PHCs undistributed personal
holding company income (UPHCI), which means, in general, taxable income subject to certain adjustments. For a corporation
to be classified as a PHC, it must satisfy two tests: (i) that more than 50% in value of its outstanding shares must be owned directly
or indirectly by five or fewer individuals at any time during the second half of the year (after applying constructive ownership rules
to attribute stock owned by entities to their beneficial owners and among certain family members and other related parties) (the Ownership
Test) and (ii) at least 60% of its adjusted ordinary gross income for a taxable year consists of dividends, interest, royalties,
annuities and rents (the Income Test). During the second half of 2025, based on available information concerning the Companys
shareholder ownership, the Company did not satisfy the Ownership Test. In addition, the Company did not satisfy the Income Test in 2025.
Thus, the Company was not a PHC for 2025. However, the Company may subsequently be determined to be a PHC in 2026 or in future years
if it satisfies both the Ownership Test and the Income Test. If the Company were to become a PHC in 2026 or any future year, it would
be subject to an additional 20% tax on its UPHCI. In such an event, the Company may issue a special cash dividend to its shareholders
in an amount equal to the UPHCI rather than incur the additional 20% tax.
F-14
**NETWORK-1 TECHNOLOGIES, INC.**
****
**Note
F Stockholders Equity**
****
The
Company adopted its 2022 Stock Incentive Plan (the 2022 Plan), approved by its Board of Directors on July 25, 2022 and
its stockholders on September 20, 2022. The 2022 Plan provides for the grant of any or all of the following types of awards: (a) stock
options, (b) restricted stock, (c) deferred stock, (d) stock appreciation rights, and (e) other stock-based awards including restricted
stock units. Awards under the 2022 Plan may be granted singly, in combination, or in tandem. Subject to standard anti-dilution adjustments
as provided, the 2022 Plan provides for an aggregate of 2,300,000 shares of the Companys common stock to be available for distribution.
The Companys Compensation Committee generally has the authority to administer the 2022 Plan, determine participants who will be
granted awards, the size and types of awards, the terms and conditions of awards and the form and content of the award agreements representing
awards. Awards under the 2022 Plan may be granted to employees, directors and consultants of the Company and its subsidiaries. As of
December 31, 2025, there were 2,005,000 shares of common stock available for issuance under the 2022 Plan.
As
of December 31, 2025, there were 87,500 shares of common stock subject to outstanding awards under the 2022 Plan and 425,000 shares of
common stock subject to outstanding awards under the Companys 2013 Stock Incentive Plan (2013 Plan). The Company
discontinued issuing awards under its 2013 Plan as a result of the adoption of the 2022 Plan.
**Restricted
Stock Units**
A
summary of restricted stock units granted and vested during the year ended December 31, 2025 and 2024 is as follows (each restricted
stock unit represents the contingent right to receive one share of the Companys common stock):
|
Schedule of stock option activity | |
| | | |
| | | |
| | | |
| | | |
|
| |
2025 | | |
2024 | | |
|
| |
Number
of Shares | | |
Weighted-Average Grant Date Fair Value | | |
Number
of Shares | | |
Weighted-Average Grant Date Fair Value | | |
|
Balance of restricted stock units outstanding at beginning of year | |
| 487,500 | | |
$ | 1.66 | | |
| 587,500 | | |
$ | 1.81 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Grants of restricted stock units | |
| 105,000 | | |
| 1.45 | | |
| 70,000 | | |
| 2.17 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Vested restricted stock units | |
| (80,000 | ) | |
| (1.93 | ) | |
| (170,000 | ) | |
| (2.37 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Balance of restricted stock units outstanding at end of year | |
| 512,500 | | |
$ | 1.58 | | |
| 487,500 | | |
$ | 1.66 | | |
Restricted
stock unit compensation expense was $307,000 for the year ended December 31, 2025 and $399,000 for the year ended December 31, 2024.
The
Company has an aggregate of $106,000 of unrecognized restricted stock unit compensation expense as of December 31, 2025 to be expensed
over a weighted average period of approximately one year.
The
fair value of restricted stock units is determined based on the number of shares granted and the quoted market price of the Companys
common stock on the date of grant for time-based and performance-based awards and fair value at grant date using the Monte Carlo simulation
model for market-based awards (see Note B[10] hereof).
All
of the Companys issued restricted stock units have dividend equivalent rights. As of December 31, 2025 and 2024, there was $161,000
and $121,000, respectively, accrued for dividend equivalent rights which were included in other accrued expenses.
F-15
**NETWORK-1
TECHNOLOGIES, INC.**
****
**Note
G Marketable Securities**
Marketable
securities as of December 31, 2025 and 2024 were composed of:
|
Schedule of marketable securities | |
| | | |
| | | |
| | | |
| | | |
|
| |
December 31, 2025 | | |
|
| |
Cost Basis | | |
Gross Unrealized Gains | | |
Gross Unrealized Losses |
|
|
Fair Value | |
|
|
Government securities | |
$ | 12,576,000 | | |
$ | 95,000 | | |
$ | (46,000 | ) | |
$ | 12,625,000 | |
|
|
Fixed income mutual funds | |
| 7,855,000 | | |
| 228,000 | | |
| | | |
| 8,083,000 | |
|
|
Certificates of deposit | |
| 752,000 | | |
| 7,000 | | |
| | | |
| 759,000 | |
|
|
Corporate bonds and notes | |
| 2,027,000 | | |
| | | |
| (27,000 | ) | |
| 2,000,000 | |
|
|
Total marketable securities | |
$ | 23,210,000 | | |
$ | 330,000 | | |
$ | (73,000 | ) | |
$ | 23,467,000 | |
|
|
| |
| | | |
| | | |
| | | |
| | | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
| |
December
31, 2024 | | |
|
| |
Cost Basis | | |
Gross Unrealized Gains | | |
Gross Unrealized Losses | | |
Fair Value | | |
|
Government securities | |
$ | 16,470,000 | | |
$ | 63,000 | | |
$ | (71,000 | ) | |
$ | 16,462,000 | | |
|
Fixed income mutual funds | |
| 9,630,000 | | |
| 132,000 | | |
| (30,000 | ) | |
| 9,732,000 | | |
|
Certificates of deposit | |
| 752,000 | | |
| 9,000 | | |
| | | |
| 761,000 | | |
|
Corporate bonds and notes | |
| 496,000 | | |
| 4,000 | | |
| | | |
| 500,000 | | |
|
Total marketable securities | |
$ | 27,348,000 | | |
$ | 208,000 | | |
$ | (101,000 | ) | |
$ | 27,455,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
****
**Note
H Equity Investment**
During
the period December 2018 through August 2022, the Company made aggregate investments of $7,000,000
in ILiAD, a privately held clinical stage biotechnology company dedicated to the prevention and treatment of human disease caused by
Bordetella pertussis. ILiAD is focused on validating its proprietary intranasal vaccine, BPZE1, for the prevention of Pertussis
(whooping cough). At December 31, 2025, the Company owned approximately 6.4%
of the outstanding units of ILiAD on a non-fully diluted basis and approximately 4.8%
of the outstanding units on a fully diluted basis. In connection with its investment, the Companys Chairman and Chief Executive Officer obtained
a seat on ILiADs Board of Managers and received the same compensation for service on the Board of Managers as other
non-management Board members.
For
the years ended December 31, 2025 and 2024, the Company recorded an allocated net loss from its equity method investment in ILiAD of
$1,603,000 and $1,912,000, respectively.
The
Company performed an assessment to determine significance of its equity investee using the investment, asset and income tests. The Company
concluded the income test threshold was met for the year ended December 31, 2025. The following table provides certain summarized financial
information for the Companys equity method investee for the periods presented and has been compiled from the equity investees
financial statement, reported on one quarter lag.
|
Schedule of equity method investments | |
| | | |
| | | |
|
| |
Twelve Months Ended September 30, | | |
|
| |
2025 | | |
2024 | | |
|
Loss from continuing operations | |
$ | 23,482,000 | | |
$ | 29,263,000 | | |
|
Comprehensive loss | |
$ | 24,484,000 | | |
$ | 29,017,000 | | |
|
| |
| | | |
| | | |
F-16
**NETWORK-1 TECHNOLOGIES, INC.**
****
Note
I Commitments and Contingencies
|
[1] | Legal
fees: | |
The
Company engages law firms with respect to its patent litigation on a full contingency basis ranging from 15-40% (with certain exceptions)
of the net recovery (after deduction of expenses) depending on the stage of the proceeding in which the result (settlement or judgment)
is achieved. The Company is responsible for all or a portion of the expenses incurred with respect to such litigation. With respect to
proceedings at the U.S. Patent and Trademark Office, the Company engages law firms on a fixed fee basis.
|
[2] | Patent
Acquisitions: | |
On
March 31, 2025, the Company acquired its Smart Home Patent Portfolio from IoT and M2M Technologies, LLC for a purchase price of $400,000.
In addition, the Company is obligated to pay the seller an additional $50,000 contingent upon the occurrence of certain future events.
The Company is also obligated to pay the seller 12.5% of the first $100 million of net proceeds (after the deduction of expenses) and
5% of the net proceeds in excess of $100 million from Monetization Activities (as defined) related to the patent portfolio.
In
connection with the Companys acquisition of its HFT Patent Portfolio in March 2022, the Company is obligated to pay the seller
an additional $500,000 in cash and $375,000 of the Companys common stock (up to a maximum of 375,000 shares) upon achieving certain
milestones with respect to the HFT Patent Portfolio. The Company also has an additional obligation to pay the seller 15% of the first
$50 million of net proceeds (after deduction of expenses) generated by the patent portfolio and 17.5% of net proceeds greater than $50
million.
In
connection with the Companys acquisition of its Cox Patent Portfolio in February 2013, the Company is obligated to pay Dr. Cox
12.5% of the net proceeds (after deduction of expenses) generated by the Company from licensing, sale or enforcement of the patent portfolio.
In
connection with the Companys acquisition of its M2M/IoT Patent Portfolio in December 2017, the Company is obligated to pay M2M
14% of the first $100 million of net proceeds (after deduction of expenses) and 5% of net proceeds greater than $100 million from Monetization
Activities (as defined in the acquisition agreement) related to the M2M/IoT Patent Portfolio. In addition, M2M will be entitled to receive
from the Company $250,000 of additional consideration upon the occurrence of certain future events related to the patent portfolio.
****
|
[3] | Savings
and investment plan: | |
The
Company has a 401(k) Plan which allows participants to make contributions by salary reduction pursuant to Section 401(a) of the Internal
Revenue Code. The Company also may make discretionary annual matching 401(k) and additional contributions in amounts determined by the
Board of Directors, subject to Section 401(a) statutory limits. The 401(k) Plan expense for the years ended December31, 2025 and
2024 was $86,000 and $76,000, respectively, all of which was accrued as of December 31, 2025 and 2024 and is recorded within accrued
payroll on the Companys consolidated balance sheets.
|
[4] | Leases: | |
The
Company has one operating lease for its principal office space in New Canaan, Connecticut that was executed on May 1, 2022 and set to
expire on April 30, 2025. It was accounted for under ASC 842. On April 23, 2025, the Company extended its lease for one year to April
30, 2026 and the Company accounted for the extension as a short-term lease. The Company pays a base rent of $5,500 for such office space.
There
are no material residual guarantees associated with the Companys lease and there are no significant restrictions or covenants
included in the Companys lease.
At
inception, the calculated incremental borrowing rate was approximately 4.2%, which was calculated based on the remaining initial lease
term of 4 years.
The
remaining lease term as of December 31, 2025 under the extension of the initial lease was approximately 4 months.
F-17
**NETWORK-1 TECHNOLOGIES, INC.**
****
**Note
I Commitments and Contingencies (Continued)**
Right-of-use
lease assets and related lease obligations for the Companys operating lease was recorded in the consolidated balance sheet as
follows:
|
Schedule of right of use lease assets and related lease obligations | |
| | | |
| | | |
|
| |
As of | | |
As of | | |
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
Operating lease right-of-use assets | $ | | | |
$ | 27,000 | | |
|
| | | |
| | | |
|
Operating lease obligations current | $ | | | |
$ | 24,000 | | |
|
Operating lease obligations non-current | | | | |
| | | |
|
Total lease obligations | $ | | | |
$ | 24,000 | | |
The
table below presents certain information related to the Companys lease costs for the year ended December 31, 2025 and 2024:
|
Schedule of leases cost | |
| | | |
| | | |
|
| |
For the Year Ended December 31, | | |
|
| |
2025 | | |
2024 | | |
|
Short-term lease cost | |
$ | 49,000 | | |
$ | | | |
|
Operating lease cost | |
| 27,000 | | |
| 64,000 | | |
|
Operating lease cost | |
$ | 76,000 | | |
$ | 64,000 | | |
****
****
**Note
J - Employment Arrangements and Other Agreements**
|
[1] | On
March 22, 2022, the Company entered into an employment agreement (Agreement)
with its Chairman and Chief Executive Officer, pursuant to which he continues to serve as
the Companys Chairman and Chief Executive Officer for a four-year term (Term),
at an annual base salary of $535,000 which was increased by 3% per annum during the Term.
The Agreement established an annual target bonus of $175,000 for the Chairman and Chief Executive
Officer based upon performance.The Company and its Chairman and Chief Executive Officer are in discussions
to extend the Agreement. For the years ended December 31, 2025 and 2024, the
Chairman and Chief Executive Officer received an annual discretionary bonus of $100,000 and
$125,000, respectively. | |
In
addition, pursuant to the Agreement, the Company granted the Chairman and Chief Executive Officer, under its 2013 Plan, 600,000 restricted
stock units (the RSUs, each RSU represents a contingent right to receive one share of the Companys common stock)
which terms provided for vesting in four tranches, as follows:(1) 175,000 RSUs which vested 100,000 RSUs on March 22, 2023 and
75,000 RSUs on March 22, 2024, subject to the Chairman and Chief Executive Officers continued employment by the Company through
each such vesting date (the Employment Condition) (Tranche 1); (2) 150,000 RSUs shall vest if at any time
during the Term that the Companys common stock achieves a closing price for twenty (20) consecutive trading days (Closing
Price) of a minimum of $3.50 per share (subject to adjustment for stock splits) and the Employment Condition is satisfied through
the date such minimum per share Closing Price is achieved (Tranche2); (3) 150,000 RSUs shall vest if at any time
during the Term that the common stock achieves a Closing Price of a minimum of $4.00 per share (subject to adjustment for stock splits)
and the Employment Condition is satisfied through the date such minimum per share Closing Price is achieved (Tranche3);
and (4) 125,000 RSUs shall vest if at any time during the Term, that the common stock achieves a Closing Price of a minimum of $4.50
per share (subject to adjustment for stock splits) and the Employment Condition is satisfied through the date such minimum per share
Closing Price is achieved (Tranche4).In the event of a Change of Control (as defined), Termination Other Than
for Cause (as defined) or a termination by the Chairman and Chief Executive Officer for Good Reason (as defined) in each case prior to
the last day of the Term, the vesting of all RSUs (Tranches 1, 2, 3 and 4) shall accelerate (and not be subject to any conditions) and
all RSUs shall become immediately fully vested.
F-18
**NETWORK-1 TECHNOLOGIES, INC.**
****
**Note
J - Employment Arrangements and Other Agreements (continued)**
****
Under
the terms of the Agreement, so long as the Chairman and Chief Executive Officer continues to serve as an executive officer of the Company,
whether pursuant to the Agreement or otherwise, the Chairman and Chief Executive Officer shall also receive incentive compensation in
an amount equal to 5% of the Companys gross royalties or other payments from Licensing Activities (as defined) (without deduction
of legal fees or any other expenses) with respect to the Remote Power Patent and a 10% net interest (gross royalties and other payments
after deduction of all legal fees and litigation expenses related to licensing, enforcement and sale activities, but in no event shall
he receive less than 6.25% of the gross recovery) of the Companys royalties and other payments relating to Licensing Activities
with respect to patents other than the Remote Power Patent (including all of the Companys patent portfolios and its investment
in ILiAD) (collectively, the Incentive Compensation). During the year ended December 31, 2025 and 2024, the Chairman and
Chief Executive Officer earned Incentive Compensation of $8,000 and $5,000, respectively.
The
Incentive Compensation shall continue to be paid to the Chairman and Chief Executive Officer for the life of each of the Companys
patents with respect to licenses entered into with third parties during the term of his employment or at any time thereafter, whether
he is employed by the Company or not; provided, that, the employment of the Chairman and Chief Executive Officer has not been terminated
by the Company For Cause (as defined) or terminated by him without Good Reason (as defined). In the event
of a merger or sale of substantially all of the Companys assets, the Company has the option to extinguish the right of the Chairman
and Chief Executive Officer to receive future Incentive Compensation by payment to him of a lump sum payment, in an amount equal to the
fair market value of such future interest as determined by an independent third party expert if the parties do not reach agreement as
to such value. In the event that the Chairman and Chief Executive Officers employment is terminated by the Company Other
Than For Cause (as defined) or by him for Good Reason (as defined), the Chairman and Chief Executive Officer shall
also be entitled to (i) a lump sum severance payment of 12 months base salary, (ii) a pro-rated portion of the $175,000 target bonus
provided bonus criteria have been satisfied on a pro-rated basis through the calendar quarter in which the termination occurs and (iii)
accelerated vesting of all unvested stock options, RSUs or other awards.
In
connection with the Agreement, the Chairman and Chief Executive Officer has also agreed not to compete with the Company as follows: (i)
during the Term of the Agreement and for a period of 12 months thereafter if his employment is terminated Other Than For Cause
(as defined) provided he is paid his 12 months base salary severance amount and (ii) for a period of two years from the termination date,
if terminated For Cause by the Company or Without Good Reason by the Chairman and Chief Executive Officer.
|
[2] | The
Companys Executive Vice President serves on an at-will basis at an annual base salary
of $250,000. The Executive Vice President received a discretionary annual bonus of $37,500
and $50,000 for the years ended December 31, 2025 and 2024, respectively. On January 2, 2025,
the Companys Executive Vice President was granted 25,000 RSUs under the 2022 Plan,
which vest 50% on the one year anniversary of the date of grant (January 2, 2026) and 50%
on the two year anniversary of the date of grant (January 2 ,2027). | |
The
Companys Chief Financial Officer serves on a consulting basis at an annual base salary of $175,000. The Chief Financial Officer
received a discretionary annual bonus of $50,000 and $25,000 for the year ended December 31, 2025 and 2024. On September 8, 2023, the
Companys Chief Financial Officer was granted 50,000 RSUs under the 2022 Plan, 50% of such RSUs vested on the one year anniversary
date of the grant (September 8, 2024) and 50% of such RSUs vest on the two year anniversary of the date of the grant (September 8, 2025),
subject to continued services. On September 22, 2025, the Companys Chief Financial Officer was granted 35,000 RSUs under the 2022
Plan, which vest on the one year anniversary of the date of grant (September 22, 2026), subject to continued service to the Company.
****
**Note
K Legal Proceedings**
|
[1] | On
September 8, 2025, the Companys wholly-owned subsidiary, HFT Solutions, LLC, commenced
patent litigation against Optiver US LLC and Optiver Trading US LLC in the United States
District Court for the Western District of Texas for infringement of certain patents within
the Companys HFT Patent Portfolio. On November 21, 2025, the Optiver defendants filed
their answer and counterclaims of non-infringement and invalidity of the asserted patents.
A trial date has been scheduled for June 7, 2027. | |
F-19
**NETWORK-1 TECHNOLOGIES, INC.**
****
**Note
K Legal Proceedings (continued)**
|
| [2] | On
June 27, 2025, the Company commenced patent litigation against Samsung Electronics Co., LTD
and Samsung Electronics America, Inc. (collectively, Samsung) in the United
States District Court for the Eastern District of Texas, Marshall Division, for infringement
of certain patents within the Companys M2M/IoT Patent Portfolio. The lawsuit alleges
that Samsung infringes the Company patents by supporting certain eSIM (embedded Subscriber
Identification Module) and certain 5G technologies in its mobile devices, including its Galaxy
smartphones, watches and tablets. The parties
have conducted discovery. A trial date has been scheduled for June 7, 2027. | |
****
|
[3] | On
December 24, 2024, the Companys wholly-owned subsidiary, HFT Solutions, LLC, initiated
patent litigations against Citadel Securities, LLC and Jump Trading, LLC in the United States
District Court for the Northern District of Illinois for infringement of certain patents
within our HFT Patent Portfolio. In the Citadel action, on April 7, 2025, the defendant Citadel
filed a motion to dismiss under 35 U.S.C. ? 101, asserting that the asserted patents are
directed to patent-ineligible subject matter. On December 1, 2025, the Court denied Citadels
motion to dismiss. On January 5, 2026, Citadel filed its answer asserting defenses of non-
infringement, patent validity and counterclaims for the same. In the Jump Trading action,
on April 7, 2025, defendant filed an answer and counterclaims of non-infringement and invalidity
of the asserted patents. | |
|
[4] | On April4, 2014 and
December 3, 2014, the Company initiated litigation against Google Inc. (Google) and YouTube, LLC
(YouTube) in the U.S. District Court for the Southern District of New York for infringement of several of its patents
within its Cox Patent Portfolio which relate to the identification of media content on the Internet. The lawsuit alleges that Google
and YouTube have infringed and continue to infringe certain of the Companys patents by making, using, selling and offering to
sell unlicensed systems and related products and services, which include YouTubes Content ID system. In April 2024,
following a motion for summary judgment by defendants, the U.S. District Court for the Southern District of New York issued a
judgment dismissing the Companys patent infringement claims finding that the asserted claims of two of the patents are
invalid for indefiniteness and granting summary judgment that that the asserted claims of another patent are not infringed by
Googles accused system. The Courts ruling disposes of all of the Companys claims in the case. On May 14, 2024,
the Company filed a notice of appeal to the U. S. Court of Appeals for the Federal Circuit and oral argument on the appeal took
place on March 9, 2026. A decision on the appeal is pending. | |
|
[5] | On
February 21, 2025, the Company received an additional settlement payment of $150,000 from
a defendant in litigation involving the Companys Remote Power Patent as a result of
satisfaction of certain conditions in the settlement agreement. | |
**Note
L Concentrations**
Revenue
from the Companys Remote Power Patent constituted 100% of the Companys revenue for the year ended December 31, 2025 and
2024. In 2025 and 2024, one party constituted 100% of the Companys revenue.
****
**Note
M Stock Repurchase Program**
On
June 17, 2025, the Companys Board of Directors authorized an extension and increase of the Share Repurchase Program to repurchase
up to $5,000,000 of the Companys common stock over the subsequent 24-month period. The common stock may be repurchased from time
to time in open market transactions or privately negotiated transactions in the Companys discretion. The timing and amount of
the shares repurchased are determined by management based on its evaluation of market conditions and other factors. The repurchase program
may be increased, suspended or discontinued at any time.
During
the year ended December 31, 2025, the Company repurchased an aggregate of 212,262 shares of its common stock pursuant to the Share Repurchase
Program at a cost of approximately $286,617 (exclusive of commissions) or an average price per share of $1.35.
F-20
**NETWORK-1 TECHNOLOGIES, INC.**
****
**Note
M Stock Repurchase Program (continued)**
Since
inception of the Share Repurchase Program (August 2011) through December 31, 2025, the Company has repurchased an aggregate of 10,586,494
shares of its common stock at a cost of approximately $20,269,972 (exclusive of commissions) or an average per share price of $1.91.
Effective
December 24, 2025, the Company entered into a written trading plan (the 10b5-1 Plan) under Rule 10b5-1 of the Securities
Exchange Act of 1934 (the Exchange Act). Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a
company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading black-outs or
pursuant to insider trading laws. Purchases under the 10b5-1 Plan may be made during the following periods: (1) beginning on January
12, 2026 until two trading days after the Company issues a press release announcing its financial results for the year ended December
31, 2025, and (2) beginning on April 1, 2026 until two trading days after the Company issues a press release announcing its financial
results for the quarter ended March 31, 2026. Under the 10b5-1 Plan, the Companys third party broker may purchase up to 1,000,000
shares of the Companys common stock, subject to certain price, market, volume and timing constraints, in accordance with the terms
of the plan and subject to Rule 10b5-1 and Rule 10b-18 of the Exchange Act.
**Note
N Dividend Policy**
The
Companys dividend policy consists of a semi-annual cash dividend of $0.05 per common share ($0.10 per common share annually) which
have been paid in March and September of each year. On February 19, 2025, the Board of Directors declared a semi-annual cash dividend
of $0.05 per share with a payment date of March 28, 2025 to all common shareholders of record as of March 8, 2025. On September 5, 2025,
the Board of Directors declared a semi-annual dividend of $0.05 per share with a payment date of September 29, 2025 to all common shareholders
of record as of September 19, 2025. The Companys dividend policy undergoes a periodic review by the Board of Directors and is
subject to change at any time depending upon the Companys earnings, financial requirements and other factors.
**Note
O Subsequent Events**
|
[1] | On February 5, 2026, ILiAD
completed a $115,000,000
preferred stock financing. As part of the financing, ILiAD converted from a limited liability company to a corporation. As a result
of the financing, the Companys percentage ownership of ILiAD was reduced to approximately 3.1%
on a non-fully diluted basis and approximately 2.5%
on a fully diluted basis and our Chairman and Chief Executive officer no longer serves on the Board of Directors of ILiAD. As a
result of the closing of the financing and the conversion to a corporation, the Company will no longer account for its investment in
ILiAD using the equity method and will use the fair value method of accounting (see Note H hereof). | |
|
[2] | On
February 18, 2026, the Companys Board of Directors approved aggregate grants of 55,000
RSUs under the Companys 2022 Plan, 25,000 of such RSUs were granted to the Companys
Executive Vice President and Secretary, and 15,000 RSUs were granted to each of the Companys
Chief Financial Officer and a consultant. The RSUs vest 50% on the one year anniversary of
the date of grant and 50% on the two year anniversary of the date of grant. | |
|
[3] | On
February 27, 2026, the Companys Board of Directors declared a semi-annual cash
dividend of $0.05 per share with a payment date of March 30, 2026 to all common shareholders
of record as of March 16, 2026. | |
|
[4] | On
February 27, 2026, the Companys Board of Directors approved the grant of 15,000 RSUs
to each of the Companys two non-management directors. The RSUs vest over a one year
period in equal quarterly installments of 3,750 shares of common stock on each of March 15,
2026, June 15, 2026, September 15, 2026 and December 15, 2026. | |
F-21
****
**PART
IV**
|
ITEM 15. | EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES | |
(a)(1) Financial
Statements:
The
following are included under Item 8 *Financial Statements and Supplementary Data*:
Reports
of Independent Registered Public Accounting Firm
Consolidated
balance sheets as of December31, 2025 and 2024
Consolidated
statements of operations and comprehensive loss for the years ended December31, 2025 and 2024
Consolidated
statements of changes in stockholders' equity for the years ended December 31, 2025 and 2024
Consolidated
statements of cash flows for the years ended December 31, 2025 and 2024
Notes
to consolidated financial statements
(a)(2) Financial
Statements Schedules:
Financial
statement schedules are omitted because the information is not applicable.
(a)(3) Exhibits:
-45-
|
3(i)(a) | Certificate
of Incorporation, as amended. Previously filed as Exhibit 3.1 to the Companys Registration
Statement on Form SB-2 (Registration No. 333-59617), declared effective by the SEC on November
12, 1998 (the 1998 Registration Statement), and incorporated herein by reference. | |
|
3(i)(b) | Certificate
of Amendment to the Certificate of Incorporation dated November 27, 2001. Previously filed
as Exhibit 3.1.1 to the Companys Registration Statement on Form S-3 (Registration
No. 333-81344) declared effective by the SEC on February 12, 2002, and incorporated herein
by reference (the February 2002 Form S-3) | |
|
3(i)(c) | Certificate
of Amendment to the Certificate of Incorporation dated October9, 2013. Previously filed
as Exhibit 3.1 to the Companys Current Report on Form 8-K filed on October10,
2013, and incorporated herein by reference. | |
|
3(ii) | Second
Amended and Restated By-laws. Previously filed as Exhibit 3.1 to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2016 filed on November 14,
2016 and incorporated herein by reference. | |
|
4.1 | Description
of Common Stock. Previously filed under the header Common Stock under the section
captioned Description of Securities in the Companys Registration Statement
on Form S-1A (File No. 333-190719) filed on September 30, 2014 and incorporated herein by
reference. | |
|
10.2+ | Employment
Agreement, dated July 14, 2016, between the Company and Corey M. Horowitz, Chairman and Chief
Executive Officer. Previously filed as Exhibit 10.1 to the Companys Current Report
on Form 8-K filed on July 19, 2016 and incorporated herein by reference. | |
|
10.3+ | Employment
Agreement, dated March 22, 2022, between the Company and Corey M. Horowitz, Chairman and
Chief Executive Officer. Previously filed as Exhibit 10.1 to the Companys Current
Report on Form 8-K filed on March 28, 2022 and incorporated herein by reference. | |
|
10.4+ | 2013
Stock Incentive Plan. Previously filed as Appendix B to the Companys Schedule 14A
(Proxy Statement) filed on August 20, 2013 and incorporated herein by reference. | |
|
10.5+ | 2022
Stock Incentive Plan Previously filed as Exhibit A to the Company's Schedule 14A (Proxy Statement)
filed on July 27, 2022 and incorporated herein by reference. | |
|
10.6 | Form
of Indemnification Agreement for directors and officers. Previously filed as Exhibit 10.1
to the Companys Current Report on Form 8-K filed on December 13, 2019 and incorporated
herein by reference. | |
-46-
|
14 | Code of Ethics. Previously filed as Exhibit 14 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004 filed on April14, 2004 and incorporated herein by reference. | |
|
19 | Insider
Trading Policies and Procedures. Previously filed as Exhibit 19 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2023 filed on March 8, 2024 and incorporated
herein by reference. | |
|
21.1* | List of Subsidiaries of Registrant. | |
|
23.1* | Consent of Grassi & Co., CPAs, P.C., independent registered public accounting firm. | |
|
31.1* | Section 302 Certification of Chief Executive Officer. | |
|
31.2* | Section 302 Certification of Chief Financial Officer. | |
|
32.1* | Section 906 Certification of Chief Executive Officer. | |
|
32.2* | Section 906 Certification of Chief Financial Officer. | |
|
97. | Compensation
Recovery Policy. Previously filed as Exhibit 97 to the Companys Annual Report on Form
10-K for the year ended December 31, 2023 filed on March 8, 2024 and incorporated herein
by reference. | |
101* **Interactive
data files: ***
101.INSXBRL
Instance Document.
101.SCHXBRL
Scheme Document.
101.CALXBRL
Calculation Linkbase Document.
101.DEFXBRL
Definition Linkbase Document.
101.LABXBRL
Label Linkbase Document.
101.PRE
XBRL Presentation Linkbase Document.
_____________________
*****Filed
herewith
+****Management
contract or compensatory plan or arrangement
****
****
**ITEM
16. 10-K Summary**
None.
-47-
**SIGNATURES**
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
**NETWORK-1
TECHNOLOGIES, INC.**
By
/s/ Corey M. Horowitz
Corey
M. Horowitz
Chairman
and Chief Executive Officer
March
13, 2026
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
|
NAME |
|
TITLE |
|
DATE | |
|
|
|
|
|
| |
|
/s/
Corey M. Horowitz
Corey
M. Horowitz |
|
Chairman
and Chief Executive Officer, Chairman of the Board of Directors (principal executive officer) |
|
March
13, 2026 | |
|
/s/
Robert Mahan
Robert
Mahan |
|
Chief
Financial Officer (principal financial officer and principal accounting officer) |
|
March
13, 2026 | |
|
/s/
Jonathan Greene
Jonathan
Greene |
|
Executive
Vice President, Secretary and a Director |
|
March
13, 2026 | |
|
/s/
Niv Harizman
Niv
Harizman |
|
Director |
|
March
13, 2026 | |
|
/s/
Allison Hoffman
Allison
Hoffman |
|
Director |
|
March
13, 2026 | |
-48-