Creditriskmonitor Com Inc 10-K/A for FY2025
Creditriskmonitor Com Inc (CRMZ)
10-K/A
2026-08-19
For: 2025-12-31
View Original
Added on
August 19, 2026
About this 10-K/A
Creditriskmonitor Com Inc filed this 10-K/A on August 19, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $20.12M
- up 1.6% from $19.81M a year earlier
- Net income
- $511.16K
- down 60.9% from net income of $1.31M a year earlier
- Diluted EPS
- $0.05
- down 58.3% from $0.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2025
or
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 1-8601
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
Address of principal executive offices, including zip code: Address Not Applicable1
Registrant’s telephone number, including area code: (845 ) 230-3000
Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act:
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 15(d) of the Act. 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 ☐ | |
| | 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 management’s 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 the 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 registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by a 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 registrant’s common stock held by non-affiliates as of June 30, 2025 was $11,962,885 . The Company’s common stock is traded on the OTCQX Tier of OTC Markets. There were 10,767,501 shares of common stock $.01 par value outstanding as of August 19, 2026.
Documents incorporated by reference: None.
1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933 and Securities Exchange Act of 1934, each as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at InCorp Services, Inc., 9107 West Russell Road Suite 100, Las Vegas, NV, 89148-1233.
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EXPLANATORY NOTE
The Company’s management made this determination following a nexus study conducted with an external tax advisor, after which the Company determined it had economic and physical nexus in state and local jurisdictions where it historically had not been collecting and remitting sales and use tax and filing income taxes. As a result of the nexus study, the Company concluded it had a sales and use tax liability and income tax liability related to prior periods. The Company is pursuing Voluntary Disclosure Agreements (“VDAs”) to address this liability, and is in various stages of review, submission, acceptance, and payment with each state impacted. In connection with the foregoing, the Company also identified a material weakness in the Company’s internal control over financial reporting and disclosure controls and procedures related to the identification, monitoring, and evaluation of state and local tax nexus requirements, as further described in Item 9A. Controls and Procedures of this Annual Report on Form 10-K/A. The Company has subsequently engaged an independent third-party provider of automated sales tax solutions to support compliance through continuous identification, monitoring and evaluation of our transaction activity and physical presence.
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PART I
In addition to historical information, the following discussion of the Company’s business and certain other statements in this Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to, those factors discussed in the sections in this Annual Report on Form 10-K entitled “Company Description”, “Company Goals”, “Marketing and Sales”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. CreditRiskMonitor.com, Inc. (the “Company” or “CreditRiskMonitor.com”) undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements.
Overview
CreditRiskMonitor was organized in Nevada in February 1977 and was engaged in the development and sale of nutritional food products from 1982 until October 22, 1993, when it sold substantially all of its assets. Effective January 19, 1999, the Company acquired the assets of the CreditRisk Monitor credit information service (“CM Service”) from Market Guide Inc. Following the closing of the CM Service purchase, the Company commenced doing business under the name “CreditRiskMonitor.com”.
Company Description
The overall focus of the Company’s Software-as-a-Service (“SaaS”) subscription products is on facilitating the analysis of business-to-business (“B2B”) corporate financial risk in the context of (a) the extension of trade credit from a supplier to a buyer, (b) the management by buyers of important supplier relationships, and (c) the management of significant counterparty (i.e., buying and selling) relationships.
CreditRiskMonitor.com (see our website at www.creditriskmonitor.com; the contents of our website are not incorporated in, or otherwise to be regarded as part of this Annual Report on Form 10-K) sells a suite of web-based, SaaS subscription products providing access to comprehensive commercial credit reports, bankruptcy risk analytics, financial and payment information, and curated news on public and private companies worldwide. Our primary SaaS subscription products for analyzing commercial financial risk are CreditRiskMonitor® and SupplyChainMonitor™. These products help corporate credit and procurement professionals stay ahead of and manage financial risk more quickly, accurately, and cost-effectively. Our subscribers, including nearly 40% of the Fortune 1000 and well over a thousand other large corporations worldwide, use the Company’s timely bankruptcy prediction scores, proactive email alerts, and business-level reports on public and private companies to make important financial risk decisions. The Company’s comprehensive commercial financial risk information is published through its web-based platforms and features detailed analyses of financial statements, including ratio analyses & trend reports, and peer analyses.
An example of a B2B trade credit transaction is the purchase and sale of $20,000 of merchandise. The seller will usually ship before the buyer pays, which is an extension of trade credit by the seller. The seller assumes a financial risk by extending this credit, commonly referred to as “trade credit risk.” There are a variety of negative outcomes that can occur when extending trade credit: the buyer may pay late causing the seller to incur increased borrowing costs, the seller may incur extra costs in attempting to collect the $20,000, or the buyer may never pay the full $20,000. Amounts unlikely to be repaid are referred to as “bad debts.” If buyers fail to pay, the seller can suffer substantial losses (e.g., assuming the seller averages a 10% pre-tax margin, it will require about $10 of sales to offset each $1 of bad debt).
Academic research has found that about a quarter of U.S. corporate debt is issued as trade credit and trade credit underwriting is roughly three times the size of bank loans. Trade credit financing is typically interest-free or even offered at a discount (negative interest) for expedited payments. Therefore, U.S. corporations tend to rely on trade credit to finance their working capital needs rather than alternative sources that normally carry interest. Typical alternative sources include public securities (commercial paper, notes, and bonds) and direct investments from third parties (hedge funds, private credit funds, banks, etc.). Additionally, many corporations find securing financing from such alternative sources difficult when showing signs of elevated risk including poor performance, high leverage ratios, or lack of sustainable cash flows. Consequently, a corporation’s need for trade credit financing is highest during financial distress, specifically when interest expenses are most burdensome and the availability of alternatives is most limited.
The Company’s SaaS product platforms are CreditRiskMonitor® and SupplyChainMonitor™. To help subscribers prioritize and monitor counterparty financial risk, our SaaS product platforms offer the proprietary FRISK® and PAYCE® scores, the well-known Altman Z”-score, agency ratings from key Nationally Recognized Statistical Rating Organizations (“NRSROs”), curated news, and detailed financial spreads & ratios. Our FRISK® and PAYCE® scores are financial distress classification models that measure a business’s probability of bankruptcy within a year. The FRISK® score also includes a risk signal based on the aggregate research behaviors of our subscribers, who control counterparty access to trade credit at some of the most sophisticated companies in the world. The inclusion of this risk signal boosts the overall accuracy of this bankruptcy analytic by lowering the false positive rate for the riskiest corporations. The sentiment of this expert-informed group is particularly important during financial distress situations when trade credit can become scarce and other interest-free financing options are limited. Trained on over 15 years of proprietary usage data, the Company believes the FRISK® score is the only analytic featuring such a deep sentiment input. The FRISK® score accurately identifies 96%1 of public companies that file for bankruptcy at least three months before filing. Given the importance of trade credit and supply relationships for corporations, CreditRiskMonitor.com’s SaaS subscription products, featuring its 96%-predictive FRISK® bankruptcy analytic for public companies and its 80%1-predictive PAYCE® bankruptcy analytic for private companies, are critical for subscribers to accurately identify, evaluate, monitor, and mitigate counterparty bankruptcy risk.
CreditRiskMonitor.com’s commercial credit reports, on either platform, include company background information, trade payment information, as well as public filings (i.e., suits, liens, judgments, and bankruptcy information) on millions of companies around the world. To alert subscribers of changing risk conditions, the Company uses email to “push” selected information to subscribers on businesses of their choosing. These emails include continuously filtered news monitoring that keeps subscribers current on events affecting the financial stability of these subscriber-selected businesses. Subscribers also receive alerts covering such topics as FRISK® score changes, changes to a credit limit, financial statement updates, U.S. Securities and Exchange Commission (“SEC”) filings, and changes in agency ratings. All news items are filtered to ensure the stories have financial relevance and materiality. On U.S. banks, reports include financial data from the Federal Financial Institutions Examination Council (“FFIEC”) call reports.
The Company’s namesake SaaS product, CreditRiskMonitor®, is most often purchased to review the risks of extending trade credit by a company to its corporate customers. The platform features business reports and group dashboard views of counterparty risk, trade credit and financial information, as well as news notifications. Within a midsized or large corporation, there is often a professional whose responsibility is managing this credit (often together with managing collections of the accounts receivable). CreditRiskMonitor.com believes that corporate credit professionals have been tasked with doing more with less, under reduced departmental budgets and personnel, while still making trade credit decisions under intense time pressure. Simultaneously, the Company believes that credit professionals are often faced with an overwhelming amount of available data concerning their most important customers, which makes decision-making based on deep research extremely time-consuming. CreditRiskMonitor.com’s products are designed to save subscribers time, money, and effort by prioritizing their attention and actions toward risky counterparties through its bankruptcy analytic scores, standardized financial reporting, and material alerts.
The Company’s SaaS product, SupplyChainMonitor™, leverages its expertise in financial risk analytics to create a risk management solution specifically built for procurement, sourcing, supply chain, and finance personnel to support supplier lifecycle decisions, risk assessment, and ongoing risk monitoring. Subscribers can assess counterparty risks at aggregate and granular levels under a variety of lenses including geography, industry, and other customer-specified categories. The platform features supplier location mapping capabilities with real-time weather, natural disasters, and power outage event overlays. SupplyChainMonitor™ offers customizable news notifications, business risk reports, interactive charts, and more. The Company believes the driving forces for the adoption of SupplyChainMonitor™ are material shifts away from globalization, offshoring, and logistical complexity mandated to support “just-in-time” inventory models arising from geopolitical and macroeconomic pressures. As businesses look to “nearshore,” “friendshore,” and relocate supply hubs away from regions with national security or concentration concerns, supply chain decision-makers will need extensive data on alternative suppliers and their financial stability. The financial distress of a key supplier can shut down a factory and jeopardize a corporation’s entire revenue stream. To assist in strategic planning and save procurement resources, subscribers can limit bids and site inspections to financially durable suppliers by applying the intelligence of SupplyChainMonitor™. Financially durable suppliers ensure a more robust supply chain overall, as they have the necessary resources to invest in key initiatives that support supply continuity and excellence, such as Research & Development (“R&D”); Quality Assurance/Quality Control (“QA/QC”); Capital Expenditure (maintenance and capacity expansion); Cybersecurity; and Environmental, Social, & Governance (“ESG”).
Dun & Bradstreet Holdings, Inc. (“Dun & Bradstreet”), our major competitor, had segmented its revenue between the Finance & Risk and Sales & Marketing verticals prior to acquisition by Clearlake Capital Group, L.P. We believe the Finance & Risk vertical, covering the credit, supply chain, and legal/regulatory information services, can be used for market comparisons to CreditRiskMonitor.com. Dun & Bradstreet’s Finance & Risk vertical generated approximately $891.0 million in North America (i.e., U.S. and Canada) and $484.5 million in the rest of the world for a total of approximately $1,375.5 million for 20242. The remainder of the market is extremely fragmented with numerous other vendors, notably the commercial credit offerings of Experian plc and Equifax Inc. On that basis, we estimate that our operating revenues represent a little more than 1% of the Total Addressable Market (“TAM”), a market that management believes will grow based on trends in corporate bankruptcy rates.
1 Claim based on back testing of the model on U.S. companies and continued performance checks to validate if the score indicated “high risk” (a score of 5 or less indicated a probability of bankruptcy above the long-term average rate) at least three months prior to a subject company bankruptcy filing.
2 Source: Dun & Bradstreet Holdings, Inc. Form 10-K for the fiscal year ended December 31, 2024.
Because of increased interventions and artificially zero-to-low interest rates in markets since the Great Recession, corporate bankruptcies have been lower on average in this period relative to long-term historical norms. The Company has long expected a reversion-to-mean in corporate bankruptcies. The current rising trend in U.S. corporate bankruptcies supports this “normalization” expectation. Based on U.S. Courts data published on Chapter 11 and Chapter 7 business bankruptcies, CreditRiskMonitor.com observed an increase of 32% in total bankruptcy filings, over the past two years, in 2025 relative to 20233. These market conditions support demand for CreditRiskMonitor.com products.
The Company’s SaaS subscription products represented over 99% of its fiscal 2025 and 2024 operating revenues and the vast majority are paid upfront annually. These products are sold to a diverse subscriber base with no single subscriber representing more than 1% of fiscal 2025 and 2024 operating revenues. Accordingly, the Company is not dependent on a single subscriber nor a few large subscribers, such that the loss of any individual subscriber would not have a material adverse effect on its financial condition or results of operations.
The Company has contractual agreements with its data suppliers, including leading NRSROs to redistribute their information as part of our services. The Company also obtains financial statements and other data from the London Stock Exchange Group plc. Although some of this “raw” data is reported directly on our web-based platforms, the critical elements of our SaaS subscription products – FRISK® score, PAYCE® score, FAST Rating, ratio analyses, trend reports, peer analyses, Altman Z”-scores, and monitoring alerts – are computed by the Company using its algorithms and weighting techniques, and delivered in formats carefully designed to support “ease of use” by subscribers.
Further, hundreds of subscribers and non-subscribers provide CreditRiskMonitor.com with confidential data from their accounts receivable systems that we parse, process, aggregate, and report to provide subscribers a view on how their counterparties are paying the invoices of other suppliers without disclosing the specific contributors of this information (the “Trade Contributor Program”). The size of the Trade Contributor Program’s current annualized trade credit transaction data is approximately $3 trillion.
CreditRiskMonitor.com’s products are the result of management’s experience in the commercial credit industry, third-party financial risk assessment, and ongoing research concerning the information needs of corporate credit and purchasing/procurement departments. These factors have enabled the Company to satisfy its subscribers’ needs for timely, efficient, and low-cost financial risk information services. CreditRiskMonitor.com sells the following SaaS subscription products for analyzing commercial financial risk: CreditRiskMonitor® and SupplyChainMonitor™. Additional products, summarized below, are add-ons or enhancements to these base subscription products, meaning that subscribers must have an active base subscription to access them.
(1)
CreditRiskMonitor®. The CreditRiskMonitor® product platform provides subscribers with unlimited usage and coverage of public and private business information featuring multi-period financial statements with ratio analyses and spreads, credit risk scores, historical payment behavior, trend and peer analyses, credit limit recommendations, as well as up-to-date material news screened specifically for credit evaluation. Another product feature is the user-customizable monitoring of subscriber-selected businesses for material changes and news, delivered automatically via email, so subscribers are always current on their counterparties. This feature is supplemented with U.S. public-record filing information (i.e., suits, liens, judgments, and bankruptcy information) covering millions of public and private U.S. companies. The payment behavior scores are generated from trade receivable data contributed through the Company’s Trade Contributor Program. The CreditRiskMonitor® product is delivered via a web platform in a highly structured way, enabling the tracking of subscribers’ usage information for over 15 years, covering many financial shifts. The CreditRiskMonitor® product is sold to subscribers through an upfront annual payment.
The flagship version of the product (the “Worldwide Service”) covers all public and millions of private non-financial companies internationally. Subscribers can purchase a more limited version of the CreditRiskMonitor® product with coverage of just U.S., Canadian, Mexican, and Caribbean companies (the “North American Service”) for a lower annual fee.
Subscribers can purchase expanded U.S. private company coverage (the “U.S. Private Company Data Enhancement”) for an additional annual fee. The U.S. Private Company Data Enhancement provides access to third-party financial distress scores on 3 million private U.S. companies.
Subscribers to the Worldwide Service can purchase expanded international private company coverage (the “International Private Company Data Enhancement”) for an additional annual fee. The International Private Company Data Enhancement provides access to data covering over 9 million private businesses with financial statements based in Europe and Japan, including over 325,000 private company FRISK® scores and over 1.2 million Altman Z”-scores.
3 Source: U.S. Courts business bankruptcy filing data on Chapter 11 and Chapter 7 for 2023, 2024 and 2025. Chapter 11 and Chapter 7 filings totaled 22,918 for the year ended December 31, 2025, as compared with 17,299 for the year ended December 31, 2023.
(2)
SupplyChainMonitor™. The SupplyChainMonitor™ product platform provides subscribers with interactive tools to monitor and manage their company’s supply chain risks at the aggregate and granular levels. With easy-to-use filtering and built-in views, the product offers concise dashboards with drill-down capabilities to examine counterparty risk across categories including geography, industry, and financial risk level, plus subscriber-provided metadata classes such as criticality and direct/indirect. The product provides functions to easily view supplier locations on a world map that supports real-time event overlays including weather, natural disasters, and power outages. Material news, events, and other risk alerts can be configured as immediate or daily digest “push” notifications providing automatic monitoring. Fully customizable company reports offer rich financial insights and charts including the industry-leading 96%-accurate FRISK® score, analyst-informed financial questions for counterparties, NRSROs ratings, over 40 unique financial ratios, and more. With records on more than 30 million businesses worldwide, predictive risk scores on approximately 5 million, and payment data on about 4 million, the SupplyChainMonitor™ product provides actionable insights for procurement risk management. Enhanced peer analysis tools allow comparisons of up to 5 businesses over time across financial ratios and risk scores, simplifying bid reviews and alternative source investigations. Macro-level risk information on 180 countries across 10 risk categories, powered by the Economist Intelligence Unit (“EIU”), is included to assist in sourcing strategy when examining geopolitical, legal, labor, tax, and security risks. The SupplyChainMonitor™ product is sold to subscribers through an upfront annual payment.
This platform is only offered with worldwide coverage and includes the U.S. Private Company Data Enhancement with third-party financial distress scores on 3 million private U.S. businesses. Subscribers can purchase the International Private Company Data Enhancement for an additional annual fee, which provides the same enhanced coverage available in the CreditRiskMonitor® product.
(3)
Credit Limit Service. The Credit Limit Service product, an add-on subscription service available on the CreditRiskMonitor® product, helps subscribers establish, update, and manage credit limits for their customers based on the changing state of those customers’ financial strength. Available since 2007, this interactive product monitors daily changes in a customized and recommended credit limit for each customer, and generates alerts to subscribers so they can take immediate action when a customer’s circumstances change. The Credit Limit Service is fully integrated with the CreditRiskMonitor® product, allowing subscribers to quickly engage in deep analysis when reviewing any specific credit line limit. The additional fee is based, in part, on the number of companies evaluated during the annual subscription period.
(4)
Confidential Financial Statements Solution. The Confidential Financial Statements Solution (“CFSS”) product is an available addition to the CreditRiskMonitor® and SupplyChainMonitor™ products to help subscribers streamline the financial risk assessments of their private company counterparties. Subscribers, or their designated counterparty(ies), upload confidential financial statements to the Company’s secure web portal to leverage Optical Character Recognition (“OCR”) and Artificial Intelligence (“AI”) technology that automates the extraction, standardization, analyses, and bankruptcy scoring of that financial statement data. As a result, the CFSS product eliminates the need for manual data entry and improves the consistency of financial risk assessments while supporting the quick turnarounds required for timely business decisions. CFSS product reports include standardized financial statements, comprehensive peer benchmarking against public and private company comparables, CFS FRISK® score that leverages PAYCE® score insights (where available), and the Altman Z”-score. The CFSS product is sold in an initial block of 10 credits and subsequent credits in any quantity. Credits are only consumed when bankruptcy scores are produced, and expire at the end of each annual subscription period.
Both product platforms feature the Company’s proprietary bankruptcy risk scores: the FRISK® score and the PAYCE® score. These proprietary scores indicate a business’s level of financial distress, by predicting its probability of bankruptcy within the next 12 months. The scores provide subscribers with a fast, consistent method for identifying those companies at the greatest risk, serving as an exceptional workflow optimization tool.
(a)
FRISK®. The FRISK® score is a daily updating, structural statistical model that is backtested using Company data and bankruptcies for public companies. The model includes inputs from the stock market, financial statement ratios, agency ratings, and subscriber sentiment. Its calculation involves the preparation of data from multiple sources, the use of executable software created expressly by and owned by the Company, as well as sophisticated algorithms and weighting techniques that are proprietary Company trade secrets. Many experienced and knowledgeable credit and risk professionals have incorporated the FRISK® score into their fundamental analysis of companies with whom they do business. In 2025, the FRISK® score covered over 350,000 public and private companies worldwide representing over $100 trillion in corporate revenue.
Sentiment of Trade Credit Experts. Since 2003, the Company has collected usage information from its subscriber base, which represents financial risk management professionals from nearly 40% of the Fortune 1000 plus over a thousand other companies worldwide. Using an aggregated and anonymized version of this usage data, CreditRiskMonitor.com developed an independently predictive, corporate bankruptcy risk model. The hypothesis behind this approach is that when a subscriber investigates a business more thoroughly, as reflected in distinct behavioral/usage patterns, the subscriber tends to be more concerned with that business and may reduce or eliminate trade credit as a result of those concerns. This situation tends to occur when other sources of working capital financing are scarce. When such patterns occur in aggregate, it is independently predictive of increased bankruptcy risk. This signal was incorporated into the FRISK® score in 2016, resulting in an accuracy lift and improved precision in classifying the riskiest businesses in the highest risk classes. At least three months prior to filing for bankruptcy, the FRISK® score now classifies 50% of these soon-to-file businesses in its highest risk “FRISK® 1” category and 67% of these soon-to-file businesses in its combined “FRISK® 1” and “FRISK® 2” categories. This improved precision solidifies the FRISK® score as the first line of defense for subscribers in workflow optimization by focusing review time on those counterparties with the greatest probability of going bankrupt within the next 12 months. Since 2016, the FRISK® score has maintained or surpassed its benchmark 96% accuracy and it appears to be the only bankruptcy analytic in the industry leveraging the sentiment of trade credit experts in the generation of financial risk scores.
(b)
PAYCE®. The PAYCE® score provides a highly accurate measure of financial stress when no financial statements are available for private companies. It utilizes payment data collected and processed through the Company’s Trade Contributor Program, U.S. federal tax lien data, and more to deliver an approximately 80% accurate score on over 330,000 private companies in the U.S. and Canada. The PAYCE® score is unlike other payment-based models that infer bankruptcy risk from summarized past dollar-weighted payment performance. A PAYCE® score is only calculated for a business when there are sufficient quantities of trade reporting suppliers and specific trade experiences. The Company believes that the model covers most U.S. private companies with $5 million or more in annual revenue4. Among all reported bankruptcies, about half are classified in the two highest risk categories at least three months before they file. This group represents only 2.5% of the PAYCE® score’s coverage population, reinforcing its use as a workflow optimization tool to focus subscriber attention on those businesses with the greatest chance of experiencing bankruptcy within the next 12 months.
In 2025, the Company released two new product features: Financial Analyst Strength Test (“FAST”) Rating and Risk Level.
FAST Rating. The FAST Rating is a financial health assessment that extends our scored coverage by 3.5 million businesses, specifically smaller international private companies with limited financial data. This product feature is included with the International Private Company Data Enhancement add-on product, within the CreditRiskMonitor® Worldwide Service and SupplyChainMonitor™ platforms.
Risk Level. The Risk Level framework consolidates all of our financial risk analytics into a simple Low, Medium, or High Risk classification, providing subscribers with an intuitive way to assess and compare over 10 million public and private companies worldwide using the most accurate financial risk analytic available. This product feature is available with both CreditRiskMonitor® and SupplyChainMonitor™.
The viability and potential of CreditRiskMonitor.com’s business are made possible by the following characteristics:
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Low price. The prices of the Company’s SaaS subscription products are low as compared to a subscriber’s possible losses from not being paid by a customer or being unable to secure critical inventory/services from a supplier. Additionally, the prices are low relative to the cost of most competitive third-party financial risk analysis products.
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Non-cyclical. The Company’s business and recurring revenues have continued to grow year-over-year despite bullish macroeconomic performance. However, when economic growth slows, general corporate credit risk usually increases, and the risk manager’s function rises in importance and complexity. Products that allow risk managers to perform their jobs more efficiently and cost-effectively should gain market share in most business environments, but especially during economic downturns. In a contracting business environment, many companies typically accelerate their shift to lower-cost technologies and providers, such as CreditRiskMonitor.com. The Company has demonstrated accelerated growth during such periods including the Great Recession and the COVID-19 pandemic. In addition, because of the increase in corporate debt issuance and use of credit derivatives, the Company believes public and private businesses are even more vulnerable to a business cycle contraction. Large over-the-counter debt and general market uncertainty imply continued high risk and complexity in extending commercial trade credit to many businesses, putting a premium on the speed and analytical strength of CreditRiskMonitor.com’s products.
4 Based on data published by the North American Industry Classification System (“NAICS”) Association on the number of U.S. businesses with annual sales ranges greater than or equal to $5 million and the number of U.S. public companies it follows.
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Recurring revenue stream. The recurring annual revenue stream of its SaaS subscription fee model gives CreditRiskMonitor.com stability not found in a traditional, non-subscription company.
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Profit multiplier. The Company has automated a significant number of the processes used to create and deliver its SaaS subscription products. Therefore, its production costs, apart from development costs (enhancing and upgrading the Company’s web platforms as well as new product generation), are relatively stable over a wide range of increasing revenue. Offsetting these cost reductions is the cost of increasing the data content within our SaaS subscription products, should the Company choose to increase its data content and not raise its prices to cover these additional costs.
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Self-financing. CreditRiskMonitor.com has no inventory, manufacturing, or warehouse facilities. Payments for its products are received early in the subscription period with nearly all subscribers paying upfront annual fees without termination for convenience rights as opposed to monthly or quarterly contracts. Thus, the Company has a low capital intensity and can generate high margins, providing sufficient positive cash flow to grow the business organically with little need for external capital.
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Experienced management. CreditRiskMonitor.com has an experienced management team with proven talent in business credit evaluation systems and SaaS web development. The Company’s senior management team has an average tenure of approximately 14 years.
Company Goals
•
Growth in U.S. market share. Faced with a dominant U.S. competitor, Dun & Bradstreet, as well as several other larger competitors, the Company’s primary goal is to gain market share. The Company believes that many potential subscribers are still unaware of its SaaS subscription products. Additionally, many other potential subscribers, who are aware of its SaaS subscription products, have not evaluated our full suite of products or recent enhancements/improvements.
•
International penetration. Foreign businesses transacting within the U.S. or other international markets may have the same need as domestic businesses for our financial risk analyses. Worldwide, the Internet provides a mechanism for rapid and inexpensive marketing and distribution of the Company’s SaaS subscription products. With the global reach of the Internet, CreditRiskMonitor.com is well positioned to expand in international markets.
•
Broaden the services supplied. Revenue per subscriber may increase over time as the Company adds functionality, content, and new products. Also, revenue per subscriber should increase over time as the Company sells additional seat licenses and add-on products (upsell) as well as other products into different departments of existing subscribers (cross-sell). The Company’s SupplyChainMonitor™ product is a clear example of this goal as it is offered to a different department than CreditRiskMonitor® and at a higher price point due to its additional functionality and content.
•
Lowest cost provider. CreditRiskMonitor.com’s sourcing, analysis, and preparation of data into a usable form are highly automated. The Company delivers all its information to subscribers via the Internet and there is automation between the sourcing of data and delivery of a business credit report to a subscriber. Because of this automation, CreditRiskMonitor.com’s production costs are relatively stable over a wide range of increasing revenue. Management believes the Company’s cost structure is one of the lowest in its industry while maintaining a higher customer service level for subscribers.
•
High margins and return on investment. The Company foresees declining costs per subscriber based on a continued interest in renewing products at the end of their subscription term. The Company has lower sales expenses for customer renewals than for new customer sales. CreditRiskMonitor.com expects that its renewal revenue will continue to represent a larger share of total revenue each year and, by carrying a lower cost basis, will contribute to higher overall margins over time. The Company’s preferred calculation for return on investment is Return on Tangible Net Worth as it focuses on hard assets. Given its lack of debt and limited intangible assets, the Company’s Tangible Net Worth normally represents most of its Total Stockholders’ Equity and generates a fair rate of return based on pre-tax income.
Marketing and Sales
To gain market share for the Company’s products, it will continue to use the Internet (at our website www.creditriskmonitor.com) as the primary mechanism for demonstrating and distributing its suite of products. To inform potential subscribers about its products, CreditRiskMonitor.com uses a combination of telephone sales, Internet demonstration, and inbound and outbound marketing, including but not limited to digital strategies, social media, media/PR outreach, trade show representation, and speaking engagements before credit and supply chain groups and associations.
Value Proposition
The Company’s fundamental value proposition is to create and sell high-quality, industry-leading commercial financial risk information featuring bankruptcy analytics with the highest accuracy levels in the market to help busy risk professionals stay ahead of financial risk quickly, easily, and cost-effectively as compared to other leading providers. The Company’s research shows that its subscribers overwhelmingly agree that CreditRiskMonitor.com products save them time, help them to make better financial risk decisions, and represent a significant value-to-cost ratio as compared to its competitors.
CreditRiskMonitor.com’s operational strategy is to deliver on its value proposition by continuing to be one of the industry’s lowest-cost producers of high-quality, accurate commercial financial risk information by continuously collecting data from a wide variety of sources and employing sophisticated, proprietary algorithms to process that data into an extensive database of valuable business records. Highly automated operations add to the reliability and consistency of these records while limiting costs. The Company employs a small number of analysts who selectively review data at critical points in its processes to further enhance product quality and relevance to financial risk professionals.
Risks Related to Information Systems Security
The Company’s information systems, and those of its third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors, or other types of risks, and may occur from inside or outside of our organization. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapidly evolving nature of the threats, targets, and consequences. Additionally, unauthorized parties may attempt to gain access to these systems or our information through fraud or other means of deceiving our third-party service providers, employees, or vendors. The Company’s operations depend, in part, on how well it and its suppliers protect networks, equipment, information technology (“IT”) systems, and software against damage from several threats. The Company has entered into agreements with third parties for hardware, software, telecommunications, and other services in connection with its operations. The Company’s operations depend on the timely maintenance, upgrade, and replacement of networks, equipment, IT systems, and software. However, if the Company is unable or delayed in maintaining, upgrading, or replacing its IT systems and software, the risk of a cybersecurity incident could materially increase. Any of these and other events could result in information system failures, delays, and/or increases in capital expenses. The failure of information systems or a component of information systems may, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.
In addition, targeted attacks on the Company’s systems (or on systems of third parties that it relies on), failure or non-availability of a key IT system, or a breach of security measures designed to protect its IT systems could result in disruptions to its operations through delays or the corruption and destruction of its data, property damage, loss of confidential information or financial or reputational risks. As the threat landscape is ever-changing, the Company must make continuous mitigation efforts, including risk-prioritized controls to protect against known and emerging threats; tools to provide automated monitoring and alerting; frequent employee training; and backup and recovery systems to restore systems and return to normal operations. However, there can be no assurance that the Company’s ability to monitor or mitigate cybersecurity risks will be fully effective, and the Company may fail to identify cybersecurity breaches or discover them in a timely way.
Any significant compromise or breach of the Company’s data security, whether external or internal, or misuse of its data, could result in significant costs, lost sales, fines, and lawsuits, as well as damage to its reputation. In addition, as the regulatory environment related to information security, data collection, data use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue modifying or enhancing protective measures or to investigate and remediate any security vulnerabilities.
Employees
As of January 27, 2026, the Company had 94 employees. None of the Company’s employees are covered by a collective bargaining agreement. The Company believes its relations with its employees to be satisfactory and has suffered no interruption in operations.
The Company established a 401(k) Plan covering all employees effective January 1, 2000, that provides for discretionary Company contributions. Employees are eligible to participate in the 401(k) Plan if they are over the age of 21 and after completing one month of service with the Company after their hire date. The Company has no other retirement, pension, profit sharing, or similar program in effect for its employees. The Company adopted a long-term incentive plan in 2020 that covers its employees, replacing its former plan established in 2009.
Available Information
Copies of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge on its website (www.creditriskmonitor.com) as soon as reasonably practicable after the Company electronically files the material with or furnishes it to the SEC. Additionally, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Information on the Company’s website or linked to its website is not incorporated by reference into this Annual Report.
None.
Risk Management and Strategy
The Company has processes for assessing, identifying, and managing material risks from cybersecurity threats. These cybersecurity processes are integrated into the Company’s overall compliance, risk management, and oversight procedures as overseen by the Company’s Board of Directors, primarily through its Audit Committee. These processes also include overseeing and identifying risks from cybersecurity threats associated with the use of third-party service providers. The Company’s process allows us to assess, identify and manage information security and cybersecurity threats through risk assessment and prevention measures to facilitate communication, training, awareness, incident response, and disclosure procedures as required by the SEC.
The Company may review System and Organization Controls 1 (“SOC1”) or System and Organization Controls 2 (“SOC2”) reports of certain third-party providers before engagement and has established monitoring procedures in its effort to mitigate risks related to data breaches or other security incidents originating from third parties. The Company engaged a third-party consulting firm to evaluate and test the Company’s risk management systems and to assess and prevent potential cybersecurity incidents as appropriate on an annual basis. The Company has engaged a third party to provide cybersecurity and awareness training to our employees to help mitigate the risk of threats posed by bad actors requesting information. The Company deploys technical safeguards that are designed to protect information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, redundant data storage and retention methods, anti-malware functionality, security information event management, automated update/patch-management and access controls which are evaluated and improved through vulnerability and exposure assessments and cybersecurity threat intelligence. With help from third-party vendors, the Company has implemented several layers of physical security, digital security, and data backup.
Governance
Management − Under the oversight of the Audit Committee of the Company’s Board of Directors, the Chief Technology Officer is primarily responsible for the assessment and management of material cybersecurity risks and establishing and maintaining adequate and effective internal controls covering cybersecurity matters. The Company’s Chief Financial Officer and Chief Technology Officer are responsible for overseeing the establishment and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure of material cybersecurity matters. See “Item 1. Risks Related to Information Systems Security” for reference.
The Company does not own any real property. The lease on the Company’s principal office expired on July 31, 2025. Subsequently, CreditRiskMonitor.com became a remote-only company.
The Company, at various times, may be involved in legal proceedings arising from the ordinary course of business. The Company records a liability when it believes it has enough information to assess the probability that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. Neither the Company nor its property is a party to or the subject of a pending legal proceeding.
Not applicable.
PART II
ITEM 5.
The Company’s common stock is traded on the OTC Markets OTCQX U.S. under the symbol “CRMZ”. The following table sets forth the high and low closing bid quotations reported on the OTCQX for each calendar quarter of 2024 and 2025. These quotations reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
|
High Bid
|
Low Bid
| |||||||
|
2024
|
||||||||
|
First Quarter
|
$ | 2.31 | $ | 2.05 | ||||
|
Second Quarter
|
$ | 2.12 | $ | 2.00 | ||||
|
Third Quarter
|
$ | 2.25 | $ | 2.02 | ||||
|
Fourth Quarter
|
$ | 3.40 | $ | 2.20 | ||||
|
2025
|
||||||||
|
First Quarter
|
$ | 2.95 | $ | 2.56 | ||||
|
Second Quarter
|
$ | 2.70 | $ | 2.24 | ||||
|
Third Quarter
|
$ | 2.45 | $ | 2.07 | ||||
|
Fourth Quarter
|
$ | 2.98 | $ | 2.29 | ||||
On January 27, 2026, there were approximately 129 registered holders of the Company’s common stock based on information provided by our transfer agent. This number does not reflect the number of individuals or institutional investors holding stock in nominee name through banks, brokerage firms, and others.
In fiscal years 2025 and 2024, the Company did not declare a cash dividend.
The Company did not repurchase any of its common stock during fiscal year 2025.
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been amended and restated to give effect to the restatement of our financial statements, as more fully described in Note 2 to our financial statements entitled “Restatement of Previously Issued Financial Statements.” For further detail regarding the restatement, see “Explanatory Note” and “Item 9A. Controls and Procedures.”
Business Environment
Our strategic priorities and plans for 2026 are to continue building on the improvement initiatives underway to enhance our value proposition to subscribers while continuing to achieve sustainable, profitable growth. However, the continuing uncertainty in the worldwide financial system has negatively impacted general business conditions. It is possible that a weakened economy could adversely affect our subscribers’ discretionary spending for financial risk information, or even their solvency, but the Company cannot predict whether or to what extent this will occur. The potential impact of AI on the SaaS industry and the ability of our Company to adapt to advancements in AI are additional uncertainties that may affect our business.
Financial Condition, Liquidity and Capital Resources
The following table sets forth selected financial information and statistics as of December 31, 2025 and 2024 (dollars in thousands):
| 2025 | 2026 | ||||||||
| (As Restated) | (As Restated) | ||||||||
|
Cash and cash equivalents
| $ | 6,248 | $ | 6,674 | |||||
|
Held-to-maturity securities, current
| $ | 10,619 | $ | 2,467 | |||||
|
Held-to-maturity securities, non-current
| $ | 1,997 | $ | 8,758 | |||||
|
Accounts receivable, net
| $ | 3,787 | $ | 3,631 | |||||
|
Working capital
| $ | 6,585 | $ | (696 | ) | ||||
|
Cash ratio
| 0.41 | 0.46 | |||||||
|
Quick ratio
| 1.36 | 0.89 | |||||||
|
Current ratio
| 1.43 | 0.95 | |||||||
The Company has invested some of its excess cash in cash equivalents and held-to-maturity securities. All highly liquid investments with an original maturity of three months or less when purchased are considered cash equivalents, and those with maturities in excess of three months when purchased are reflected as held-to-maturity securities.
As of December 31, 2025, the Company had approximately $6.2 million in cash and cash equivalents, a decrease of approximately $426.3 thousand from December 31, 2024. The Company had approximately $12.6 million in total held-to-maturity assets (current and non-current) comprised of U.S. Treasury securities, an increase of approximately $1.4 million, as compared to approximately $11.2 million as of December 31, 2024.
The main component of current liabilities as of December 31, 2025 was unexpired subscription revenue of approximately $10.9 million, which should not require significant future cash outlay, as this is annual recurring revenue, other than the cost of preparation and delivery of the applicable commercial credit reports, which cost much less than the unexpired subscription revenue shown. Unexpired subscription revenue is recognized as income over the subscription term, which approximates 12 months.
The Company has no debt. Further, the Company maintains an adequate cash and cash equivalents balance to meet the Company’s material cash requirements.
The Company has no bank lines of credit or other currently available credit sources.
Off-Balance Sheet Arrangements
The Company is not a party to any off-balance sheet arrangements.
Results of Operations
| Year Ended December 31, | ||||||||||||||||
|
2025
(As Restated) |
2024
(As Restated) |
|||||||||||||||
| Amount |
% of Total Revenue |
Amount |
% of Total Revenue |
|||||||||||||
|
Operating revenues
|
$ | 20,123,616 | 100 | % | $ | 19,809,881 | 100 | % | ||||||||
|
Operating expenses:
|
||||||||||||||||
|
Data and product costs
|
8,922,769 | 44 | % | 8,621,851 | 44 | % | ||||||||||
|
Selling, general and administrative expenses
|
10,770,293 | 54 | % | 10,049,634 | 51 | % | ||||||||||
|
Depreciation and amortization
|
349,966 | 2 | % | 401,996 | 2 | % | ||||||||||
|
Total operating expenses
|
20,043,028 | 100 | % | 19,073,481 | 97 | % | ||||||||||
|
Income from operations
|
80,588 | 0 | % | 736,400 | 3 | % | ||||||||||
|
Other income, net
|
636,714 | 3 | % | 852,921 | 4 | % | ||||||||||
|
Income before income taxes
|
717,302 | 3 | % | 1,589,321 | 7 | % | ||||||||||
|
Provision for income taxes
|
(206,141 | ) | (1 | )% | (282,728 | ) | (1 | )% | ||||||||
|
Net income
|
$ | 511,161 | 2 | % | $ | 1,306,593 | 6 | % | ||||||||
Operating revenues increased approximately $314 thousand, or 2%, for fiscal 2025 compared to fiscal 2024. This overall revenue growth resulted from an increase in SaaS subscription product revenue, attributable to increased sales to new and existing subscribers, as well as related price increases for subscriptions.
Data and product costs increased approximately $301 thousand, or 3%, for fiscal 2025 compared to fiscal 2024. This increase was due primarily to (i) higher salary and related employee expenses mainly from new hires, (ii) higher costs of third-party content due to price increases instituted by some of the Company’s major suppliers, and (iii) higher hosted facility costs driven by increased production demands and the expiration of the Company’s leased office space on July 31, 2025.
Selling, general and administrative expenses reflect an increase in both fiscal 2025 and 2024 due to recording sales tax in prior periods. Overall, selling, general and administrative expenses increased approximately $721 thousand, or 7%, for fiscal 2025 compared to fiscal 2024. This increase aligns with the Company’s growth strategy, driven by the (i) implementation of a new Customer Relationship Management platform, (ii) revamped client services model, and (iii) targeted expansion of the sales teams. The Company expects some of these increased expenses associated with (i) and (ii) to subside over time as these changes take root and redundancies are eliminated.
Other income reflects a decrease in both fiscal 2025 and 2024 due to interest expense associated with recording sales tax and income tax in prior periods. Overall, other income decreased approximately $216 thousand, or 25%, for fiscal 2025 compared to fiscal 2024. Short-term interest rate levels on institutional money market funds were lower in fiscal 2025 relative to fiscal 2024.
Future Operations
The Company over time intends to expand its operations by expanding the breadth and depth of its product and service offerings and by introducing new and complementary products. Gross margins attributable to new business areas may be lower than those associated with the Company’s existing business activities.
The Company’s current and future expense levels are based largely on its investment plans and estimates of future revenues. To a large extent, these costs do not vary with revenue. Sales and operating results generally depend on the Company’s ability to attract and retain subscribers as well as the volume and timing of the subscriptions for the Company’s products, which are difficult to forecast. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues in relation to the Company’s planned expenditures would have an immediate adverse effect on the Company’s business, prospects, financial condition and results of operations. Further, as a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, service, marketing or acquisition decisions that could have a material adverse effect on its business, prospects, financial condition and results of operations.
Achieving greater profitability depends on the Company’s ability to generate and sustain increased revenue levels. The Company believes that its success will depend in large part on its ability to (i) increase its brand awareness, (ii) provide its subscribers with outstanding value, thus encouraging renewals, and (iii) achieve sufficient sales volume to realize economies of scale. Accordingly, the Company intends to continue to increase the size of its sales force as well as invest in product development, operating infrastructure, marketing and promotion. The Company believes these expenditures will help it to sustain the revenue growth experienced over the last several years. The Company anticipates that sales and marketing expenses will continue to increase in dollar amount and as a percentage of revenues into 2026 and future periods as the Company continues to expand its business on a worldwide basis. Further, the Company expects that product development expenses will also continue to increase in dollar amount and may increase as a percentage of revenues into 2026 and future periods because it expects to employ more development personnel on average compared to prior periods and build the infrastructure required to support the development of new and improved products and services. However, as some of these expenditures are discretionary in nature, the Company expects that the actual amounts incurred will be in line with its projections of future cash flows in order not to negatively impact its future liquidity and capital needs. There can be no assurance that the Company will be able to achieve these objectives within a meaningful time frame.
The Company expects to experience fluctuations in its future operating results due to a variety of factors, some of which are outside the Company’s control. Factors that may adversely affect the Company’s operating results include, among others, (i) the Company’s ability to retain existing subscribers, attract new subscribers at a steady rate, and maintain customer satisfaction, (ii) the Company’s ability to maintain margins in its existing business and in future product lines and markets, (iii) the development of new services and products by the Company and its competitors, (iv) price competition, (v) the Company’s ability to obtain products and services from its vendors, including information suppliers, on commercially reasonable terms, (vi) the Company’s ability to upgrade and develop its systems and infrastructure, and adapt to technological change, (vii) the Company’s ability to attract and retain personnel in a timely and effective manner, (viii) the Company’s ability to manage effectively its development of new business segments and markets, (ix) the Company’s ability to successfully manage the integration of operations and technology of acquisitions or other business combinations, (x) technical difficulties, system downtime, cybersecurity breaches, or Internet brownouts, (xi) uncertainties related to AI, (xii) the amount and timing of operating costs and capital expenditures relating to the Company’s business, operations and infrastructure, (xiii) governmental regulation and taxation policies, including undetermined state tax obligations and their settlement and resolution, (xiv) including undetermined state tax obligations, (xv) disruptions in service by common carriers due to strikes or otherwise, (xvi) risks of fire or other casualty, (xvii) litigation costs or other unanticipated expenses, (xviii) interest rate risks and inflationary pressures, and (xix) general economic conditions and economic conditions specific to the Internet and online commerce.
Due to the foregoing factors, the Company believes that period-to-period comparisons of its operating revenues and results are not necessarily meaningful and should not be relied on as an indication of future performance.
Critical Accounting Policies, Estimates and Judgments
The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Management continually evaluates its estimates and judgments and has not identified significant accounting estimates made in accordance with U.S. GAAP that involve a significant level of estimation uncertainty and have, or are likely to have, a material impact on the financial statements.
Recently Issued Accounting Standards
The information set forth under Note 3 to the financial statements under the caption “Recently Issued Accounting Standards” is incorporated herein by reference.
To the Board of Directors and Stockholders
CreditRiskMonitor.com, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of CreditRiskMonitor.com, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the 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.
Restatement of the 2025 and 2024 Financial Statements
As discussed in Note 2 to the financial statements, the 2025 and 2024 financial statements have been
restated to correct a misstatement.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these 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 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 entity’s 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 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 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 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 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 financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ CohnReznick LLP
We have served as the Company’s auditor since 2004.
March 24, 2026
except for Notes 2, 8, 10, 12, and 14, as to
which the date is August 19, 2026.
CREDITRISKMONITOR.COM, INC.
December 31, 2025 and 2024
|
2025
(As Restated) |
2024 (As Restated) |
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | $ | ||||||
|
Held-to-maturity securities
|
||||||||
| Accounts receivable, net of allowance for credit losses of $ |
||||||||
|
Other current assets
|
||||||||
|
Total current assets
|
||||||||
|
Held-to-maturity securities
|
||||||||
|
Property and equipment, net
|
||||||||
|
Operating lease right-of-use asset, net
|
||||||||
|
Goodwill
|
||||||||
|
Deferred tax assets
|
||||||||
|
Total assets
|
$ | $ | ||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Unexpired subscription revenue
|
$ | $ | ||||||
|
Accounts payable
|
||||||||
|
Operating lease liability
|
||||||||
|
Accrued expenses
|
||||||||
|
Total current liabilities
|
||||||||
|
Deferred tax liabilities
|
||||||||
|
Unexpired subscription revenue, less current portion
|
||||||||
|
Operating lease liability, less current portion
|
||||||||
|
Total liabilities
|
||||||||
|
Commitments and contingencies
|
||||||||
|
Stockholders’ equity:
|
||||||||
| Preferred stock, $ |
||||||||
| Common stock, $ |
||||||||
|
Additional paid-in capital
|
||||||||
|
Accumulated deficit
|
( |
) | ( |
) | ||||
|
Total stockholders’ equity
|
||||||||
|
Total liabilities and stockholders’ equity
|
$ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
CREDITRISKMONITOR.COM, INC.
Years Ended December 31, 2025 and 2024
|
2025
(As Restated) |
2024 (As Restated) |
|||||||
|
Operating revenues
|
$ | $ | ||||||
|
Operating expenses:
|
||||||||
|
Data and product costs
|
||||||||
|
Selling, general and administrative expenses
|
||||||||
|
Depreciation and amortization
|
||||||||
|
Total operating expenses
|
||||||||
|
Income from operations
|
||||||||
|
Other income, net
|
||||||||
|
Income before income taxes
|
||||||||
|
Provision for income taxes
|
( |
) | ( |
) | ||||
|
Net income
|
$ | $ | ||||||
|
Net income per share:
|
||||||||
|
Basic
|
$ | $ | ||||||
|
Diluted
|
$ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
CREDITRISKMONITOR.COM, INC.
Years Ended December 31, 2025 and 2024
| Common Stock |
Additional
Paid-in Capital |
Accumulated
Deficit (As Restated) |
Total Stockholders’ Equity (As Restated) |
|||||||||||||||||
| Shares | Amount | |||||||||||||||||||
|
Balance January 1, 2024
|
$ | $ | $ | ( |
) | $ | ||||||||||||||
|
Net income
|
- | |||||||||||||||||||
|
Stock-based compensation
|
- | |||||||||||||||||||
|
Balance December 31, 2024
|
$ | $ | $ | ( |
) | $ | ||||||||||||||
|
Stock options exercised
|
||||||||||||||||||||
|
Net income
|
- | |||||||||||||||||||
|
Stock-based compensation
|
- | |||||||||||||||||||
|
Balance December 31, 2025
|
$ | $ | $ | ( |
) | $ | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
CREDITRISKMONITOR.COM, INC.
Years Ended December 31, 2025 and 2024
|
2025 (As Restated) |
2024
(As Restated) |
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income
|
$
|
|
$
|
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Amortization of bond discount
|
( |
)
|
( |
)
|
||||
|
Depreciation and amortization
|
|
|
||||||
|
Operating lease right-of-use asset, net
|
|
|
||||||
|
Gain on lease remeasurement
|
|
( |
)
|
|||||
|
Loss on disposal of property and equipment
|
|
|
||||||
|
Stock-based compensation
|
|
|
||||||
|
Deferred income taxes
|
( |
)
|
( |
|||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable, net
|
( |
)
|
|
|||||
|
Other current assets
|
( |
)
|
( |
)
|
||||
|
Other noncurrent assets
|
|
|
||||||
|
Unexpired subscription revenue
|
|
|
||||||
|
Accounts payable
|
( |
)
|
|
|||||
|
Accrued expenses
|
|
|
||||||
|
Net cash provided by operating activities
|
|
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Proceeds from held-to-maturity securities
|
|
|
||||||
|
Purchase of held-to-maturity securities
|
( |
)
|
( |
)
|
||||
|
Purchase of property and equipment
|
( |
)
|
( |
)
|
||||
|
Net cash used in investing activities
|
( |
)
|
( |
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from exercise of stock options
|
|
|
||||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Net decrease in cash and cash equivalents
|
( |
)
|
( |
)
|
||||
|
Cash and cash equivalents at beginning of year
|
|
|
||||||
|
Cash and cash equivalents at end of year
|
$
|
|
$
|
|
||||
|
Supplemental disclosure of cash flow information:
|
||||||||
|
Cash paid, net during the year for:
|
||||||||
|
Income taxes
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these financial statements.
CREDITRISKMONITOR.COM, INC.
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
CreditRiskMonitor.com, Inc. (the “Company” or “CreditRiskMonitor.com”) provides interactive business-to-business SaaS subscription products designed specifically for credit and supply chain managers. These products are sold predominantly to corporations located in the United States.
NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In connection with a nexus study conducted with an external tax advisor, the Company’s management identified errors in previously issued financial statements. Management prepared a quantitative and qualitative analysis of the errors described below, in accordance with the SEC Staff's Accounting Bulletin ("SAB") Nos. 99 Materiality and No. 108, Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded the aggregate impact of all the errors is material to the Company's previously reported financial statements as of and for the years ended December 31, 2025 and 2024. As a result, the Company’s management and the Audit Committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements as of and for the years ended December 31, 2025 and 2024, as previously reported in its Form 10-K.
The accompanying financial statements as of and for the year ended December 31, 2025 and 2024 have been restated from amounts previously reported. The restated classification and reported values of the errors noted from the nexus study are included in the financial statements herein. The Company has also restated related amounts within the accompanying footnotes to the financial statements to conform to the corrected amounts in the financial statements.
Description of Restatement Errors
Based on a nexus study, the Company determined that it had economic and physical nexus in state and local jurisdictions where it historically had not been collecting and remitting sales and use tax and filing income taxes. As a result, the Company concluded that it had a historical state sales and use tax liability and income tax liability related to prior periods. The Company subsequently pursued Voluntary Disclosure Agreements (“VDAs”) to address this liability and to mitigate future exposure based on counsel of its tax advisor.
The liability includes an estimate for each state, to account for any interest that is due on the base tax amount owed. The error resulted in an understatement of accrued expenses for state and local sales tax and income tax, including related interest in the previously issued financial statements as of and for the years ended December 31, 2025 and 2024. As a result of correcting this liability, selling, general and administrative expenses; income tax expense; and interest expense were increased in the affected periods. The underlying sales tax obligations are appropriately recognized and the Company is in various stages of VDA review, submission, acceptance and payment with the states impacted. The Company has subsequently engaged an independent third party provider of automated sales tax solutions to support with compliance through continuous identification, monitoring and evaluation of our transaction activity and physical presence.
Financial Statements - Restatement Reconciliation Tables
In accordance with Accounting Standards Codification ("ASC") 250, Accounting Changes and Error Corrections, the Company has corrected this error by restating previously issued financial statements.
The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods indicated. The amounts in the "As Restated" columns are the updated amounts including the impacts from the restatement. Financial statement line items and subtotals that were not impacted by the restatement adjustments have been omitted for enhanced clarity.
Balance Sheet – as of December 31, 2025:
|
As Previously Reported |
Adjustment
|
As Restated
|
||||||||||
|
Deferred tax assets
|
$
|
|
$
|
|
$
|
|
||||||
|
Total assets
|
|
|
|
|||||||||
|
Accrued expenses
|
|
|
|
|||||||||
|
Total current liabilities
|
|
|
|
|||||||||
|
Deferred tax liabilities
|
|
( |
)
|
|
||||||||
|
Total liabilities
|
|
|
|
|||||||||
|
Accumulated deficit
|
( |
)
|
( |
)
|
( |
)
|
||||||
|
Total stockholders’ equity
|
$
|
|
$
|
( |
)
|
$
|
|
|||||
Balance Sheet – as of December 31, 2024:
|
As Previously
Reported
|
Adjustment
|
As Restated
|
||||||||||
|
Accrued expenses
|
$
|
|
$
|
|
$
|
|
||||||
|
Total current liabilities
|
|
|
|
|||||||||
|
Deferred tax liabilities
|
|
( |
)
|
|
||||||||
|
Total liabilities
|
|
|
|
|||||||||
|
Accumulated deficit
|
( |
)
|
( |
)
|
( |
)
|
||||||
|
Total stockholders’ equity
|
$
|
|
$
|
( |
)
|
$
|
|
|||||
Statement of Operations - Year Ended December 31, 2025:
|
As Previously
Reported
|
Adjustment
|
As Restated
|
||||||||||
|
Selling, general, and administrative expenses
|
$
|
|
$
|
|
$
|
|
||||||
|
Total operating expenses
|
|
|
|
|||||||||
|
Income from operations
|
|
( |
)
|
|
||||||||
|
Other income, net
|
|
( |
)
|
|
||||||||
|
Income before income taxes
|
|
( |
)
|
|
||||||||
|
Provision for income taxes
|
( |
)
|
|
( |
)
|
|||||||
|
Net income
|
|
( |
)
|
|
||||||||
|
Net income per share – Basic and diluted
|
$
|
|
$
|
( |
)
|
$
|
|
|||||
Statement of Operations - Year Ended December 31, 2024:
|
As Previously
Reported
|
Adjustment
|
As Restated
|
||||||||||
|
Selling, general, and administrative expenses
|
$
|
|
$
|
|
$
|
|
||||||
|
Total operating expenses
|
|
|
|
|||||||||
|
Income from operations
|
|
( |
)
|
|
||||||||
|
Other income, net
|
|
( |
)
|
|
||||||||
|
Income before income taxes
|
|
( |
)
|
|
||||||||
|
Provision for income taxes
|
( |
)
|
|
( |
)
|
|||||||
|
Net income
|
|
( |
)
|
|
||||||||
|
Net income per share – Basic and diluted
|
$
|
|
$
|
( |
)
|
$
|
|
|||||
Statements of Stockholders' Equity – Years Ended December 31, 2024 and 2025:
|
As Previously Reported |
|
|
||||||||||
|
Year Ended December 31, 2024
|
||||||||||||
|
Accumulated deficit
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
|||
|
Total stockholders’ equity
|
|
( |
)
|
|
||||||||
|
Year Ended December 31, 2025
|
||||||||||||
|
Accumulated deficit
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
|||
|
Total stockholders’ equity
|
|
( |
)
|
|
||||||||
No other components of stockholders' equity, including preferred stock, common stock and additional paid-in capital, were affected by this restatement.
Statements of Cash Flows – Years Ended December 31, 2024 and 2025:
|
As Previously Reported |
|
|
||||||||||
|
Year Ended December 31, 2024
|
||||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net income
|
$
|
|
$
|
( |
)
|
$
|
|
|||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
|
Deferred income taxes
|
|
( |
)
|
( |
)
|
|||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accrued expenses
|
( |
)
|
|
|
||||||||
|
Year Ended December 31, 2025
|
||||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net income
|
$
|
|
$
|
( |
)
|
$
|
|
|||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
|
Deferred income taxes
|
( |
)
|
( |
)
|
( |
)
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accrued expenses
|
|
|
|
|||||||||
The restatement had no effect on the total cash flows from operations, investing activities, or financing activities of the Company.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Standards
The Financial Accounting Standards Board (“FASB”) and the U.S. Securities and Exchange Commission (“SEC”) have issued certain other accounting pronouncements as of December 31, 2025 that will become effective in subsequent periods; however, management does not believe that any of these pronouncements would have significantly affected the Company’s financial accounting measurements or disclosures had they been in effect during the periods for which financial statements are included in this Annual Report, nor does management believe those pronouncements would have a significant effect on the Company’s future financial position or results of operations.
Recently adopted accounting principles
In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The Company adopted ASU 2023-07 on January 1, 2024 and the adoption of this update did not have a significant impact on the Company’s financial statements (see Note 12).
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which provides for improvements to income tax disclosures primarily related to rate reconciliation and income taxes paid by jurisdiction. The Company adopted ASU 2023-09 on a prospective basis effective January 1, 2025 and the adoption of this update did not have a significant impact on the Company’s financial statements (see Note 8).
In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to improve disclosures about a public entity’s expenses by requiring disclosure of additional information about the types of expenses commonly presented in the financial statements on an annual and interim basis. This guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adoption of this pronouncement on its financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents are comprised of cash in banks and highly liquid instruments with original maturities of three months or less, primarily consisting of investments in institutional money market funds.
Fair Value Measurements
The Company records its financial instruments at fair value in accordance with accounting guidance. The determination of fair value assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: (a) Level 1 – valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; (b) Level 2 – valuations based on quoted prices in markets that are not active, or financial instruments for which all significant inputs are observable; either directly or indirectly; and (c) Level 3 – valuations based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable; thus, reflecting assumptions about the market participants.
The Company, in accordance with ASU 2016-01, classifies its debt securities as “held-to-maturity” and are recorded at a premium or a discount. Realized gains on held-to-maturity debt securities are amortized and reported in other income, net until their maturity date.
Marketable Securities
All marketable securities are classified as held-to-maturity and are carried at amortized cost. Realized gains, losses, amortization of premiums and discounts, interest and dividend income are included in interest and other income, net.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is provided on the straight-line method over the estimated useful life of the asset. Estimated useful lives are generally as follows:
•
Computer equipment and software − 1 to 5 years
•
Furniture and fixtures − 1 to 5 years
Lease Accounting
For all leases, at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the remaining lease payments under the lease. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available as of the lease commencement date. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments and payments for optional renewal periods where it is reasonably certain the renewal period will be exercised. Lease expense for operating leases consists of the lease payments plus any initial direct costs, and is recognized on a straight-line basis over the lease term.
The Company’s operating lease right-of-use asset and operating lease liability represent the lease of computers for use by the workforce to conduct business.
Goodwill
Goodwill and other indefinite-lived intangible assets are subject to annual impairment testing using the specific guidance and criteria described in the accounting guidance FASB ASU No. 2017-04. The Company performs its goodwill impairment testing at least annually in the fourth quarter of each year. The Company tests for impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. With respect to goodwill, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than the carrying value. If, based on that assessment, the Company believes it is more likely than not that the fair value is less than the carrying value, a one-step goodwill impairment test is performed. The Company concluded that there was no
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with accounting guidance. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to undiscounted pre-tax future net cash flows expected to be generated by that asset. An impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2025 and 2024, management believes no
Income Taxes
The Company provides for deferred income taxes resulting from temporary differences between financial statements and income tax reporting. Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns. Deferred tax assets are recognized for temporary differences that will be deductible in future years’ tax returns and for operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized.
Revenue Recognition and Contract Balances
The Company applies FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), to recognize revenue. ASC 606 requires an entity to apply the following five-step approach: (1) identify the contract(s) with a customer; (2) identify each performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation; and (5) recognize revenue when or as each performance obligation is satisfied. The Company’s primary source of revenue is subscription income which is recognized ratably over the subscription term.
Accounts receivable consists of trade accounts receivable for services provided to customers. Accounts receivable is stated at the amount the Company expects to collect. The Company makes estimates of expected credit and collectability trends for the allowance for credit losses and allowance for receivables based upon the Company’s assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. As of January 1, 2024, the balances of the accounts receivable, net of allowance, were $3.9 million.
Contract liabilities consist of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring services in advance. During the year ended December 31, 2025, the Company recognized $10.9 million of revenue that was included in the contract liabilities balance as of December 31, 2024. During the year ended December 31, 2024, the Company recognized $10.3 million of revenue that was included in the contract liabilities balance as of December 31, 2023. As of January 1, 2024, the balance of the contract liabilities was $10.3 million.
The Company has applied the practical expedient to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less.
Stock-Based Compensation
The Company recognizes the grant-date fair value of all stock-based awards on a ratable basis over the award’s vesting period. The Company records deferred tax assets for awards that will result in deductions on its tax returns, based upon the amount of compensation cost recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction.
Net Income Per Share
Basic net income per share is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted net income per share is calculated based on the weighted average number of common shares outstanding and the dilutive effect of stock options outstanding during the reporting period. The difference between basic and diluted net income per share is solely attributable to stock options. The Company uses the treasury stock method to calculate the dilutive impact of all outstanding stock options.
Segment Information
An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM is the Chief Executive Officer and President. The CODM reviews the monthly financial results which include disaggregated information about revenues, for the purpose of making operating decisions and assessing performance. The Company has no foreign operations or any assets in foreign locations. The CODM has determined that it has a operating and reportable segment.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents in bank deposits and other accounts, the balances of which, at times, may exceed federally insured limits. Exposure to credit risk is reduced by placing such deposits in high credit quality financial institutions.
The Company closely monitors the extension of credit to its subscribers. The Company’s accounts receivable balance is net of an allowance for credit losses. The Company does not require collateral or other security to support credit sales but provides an allowance for credit losses of $30,000
NOTE 4 - FAIR VALUE MEASUREMENTS
The Company’s cash, cash equivalents and marketable securities are stated at amortized cost, which approximates fair value. The carrying values of accounts receivable, other current assets, accounts payable, and accrued expenses approximates fair market value because of the short maturity of these financial instruments.
The Company’s cash equivalents are generally classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
All held-to-maturity securities as of December 31, 2025 were U.S. Treasury securities. Investments in these government securities are based on quoted market prices in active markets, and are included in the Level 1 fair value hierarchy.
The tables below set forth the Company’s cash and cash equivalents, as well as marketable securities as of December 31, 2025 and 2024, respectively, which are measured at fair value on a recurring basis by level within the fair value hierarchy:
| December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
|
Cash and cash equivalents
|
$ | $ | $ | $ | ||||||||||||
|
Held-to-maturity securities
|
||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
|
Cash and cash equivalents
|
$ | $ | $ | $ | ||||||||||||
|
Held-to-maturity securities
|
||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The Company did not hold financial assets and liabilities which were recorded at fair value in the Level 2 or 3 categories as of December 31, 2025 or 2024.
The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
NOTE 5 - MARKETABLE SECURITIES
Based upon the Company’s intent and ability to hold its U.S. Treasury securities to maturity, such securities have been classified as held-to-maturity and are carried at amortized cost, which approximates fair market value. Maturities on these U.S. Treasury security holdings range from 19 to 25 months from the date of purchase. Accrued bond interest receivable as of December 31, 2025 and 2024 is $97,024 and $79,497 , respectively, and is included in other current assets on the Balance Sheets.
The tables below summarize the Company’s cost and fair value of marketable securities as of December 31, 2025 and 2024:
| December 31, 2025 | ||||||||||||
| Amortized Cost | Gross Unrealized Gain |
Fair Value | ||||||||||
|
Held-to-maturity securities
|
||||||||||||
|
U.S. Treasury securities
|
$ | $ | $ | |||||||||
| December 31, 2024 | ||||||||||||
| Amortized Cost | Gross Unrealized Gain |
Fair Value | ||||||||||
|
Held-to-maturity securities
|
||||||||||||
|
U.S. Treasury securities
|
$ | $ | $ | |||||||||
Maturities of marketable securities as of December 31, 2025 and 2024 are as follows:
| 2025 | 2024 | |||||||
|
Held-to-maturity securities:
|
||||||||
|
Due in one year or less
|
$ | $ | ||||||
|
Due in 12 – 24 months
|
||||||||
| $ | $ | |||||||
The Company’s investments in marketable securities consist of investments in U.S. Treasury securities. Market values were determined for each individual security in the investment portfolio.
Management evaluates securities for other-than-temporary impairment at least on an annual basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Management has determined that no
NOTE 6 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
|
Computer equipment and software
|
$ | $ | ||||||
|
Furniture and fixtures
|
||||||||
|
Less accumulated depreciation and amortization
|
( |
) | ( |
) | ||||
|
Property and equipment, net
|
$ | $ | ||||||
NOTE 7 - OPERATING LEASE
In July 2025, the Company entered into an operating lease for computers for use by the workforce to conduct business. The table presents the future maturity of the Company’s operating lease liability and reconciles the undiscounted cash flows for the operating lease as of December 31, 2025 to the operating lease liability recognized on the balance sheet as follows:
| December 31, 2025 | ||||
|
Fiscal 2026
|
$ | |||
|
Fiscal 2027
|
||||
|
Fiscal 2028
|
||||
|
Total lease payments
|
||||
|
Less: Imputed interest
|
( |
) | ||
|
Present value of lease liability
|
$ | |||
|
Current portion of operating lease liability
|
$ | |||
|
Non-current portion of operating lease liability
|
||||
|
Total
|
$ | |||
Total rent expense for the year ended December 31, 2025 was $18,410 . The weighted average incremental borrowing rate and weighted average remaining term for the operating lease is 6.7 % and 2.5 years, respectively.
NOTE 8 - INCOME TAXES
Components of Income Tax Expense
The components of the provision for income taxes for the years ended December 31, 2025 and 2024 are as follows:
| 2025 | 2024 | |||||||
|
Current:
|
||||||||
|
Federal
|
$ | $ | ||||||
|
State
|
||||||||
|
Total current
|
||||||||
|
Deferred:
|
||||||||
|
Federal
|
( |
) | ( |
) | ||||
|
State
|
( |
) | ( |
) | ||||
|
Total deferred
|
( |
) | ( |
) | ||||
|
Income tax expense
|
$ | $ | ||||||
Components of Effective Income Tax Rate
The actual income tax expense differs from the “expected” income tax expense (computed by applying the applicable rate to income before income taxes) for the years ended December 31, 2025 and 2024, as follows:
| 2025 | 2024 | |||||||||||||||
| Amount | Percent | Amount | Percent | |||||||||||||
|
Computed “expected” expense
|
$ | % | $ | % | ||||||||||||
|
Permanent differences
|
% | % | ||||||||||||||
|
State and local income tax expense
|
% | % | ||||||||||||||
|
State actual versus blended rate differences
|
( |
) | ( |
)% | % | |||||||||||
|
VDA income tax
|
% | % | ||||||||||||||
|
True-up of current taxes
|
% | % | ||||||||||||||
|
True-up of deferred taxes
|
( |
) | ( |
)% | ( |
) | ( |
)% | ||||||||
|
Income tax expense
|
$ | % | $ | % | ||||||||||||
Components of Deferred Income Taxes
Deferred tax assets and liabilities represent the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows:
| 2025 | 2024 | |||||||
|
Deferred tax assets:
|
||||||||
|
Stock options
|
$ | $ | ||||||
|
Accrued vacation
|
||||||||
|
Allowance for credit losses
|
||||||||
|
Net operating loss
|
||||||||
|
Accrued income and sales tax VDAs
|
||||||||
|
Total deferred tax assets
|
||||||||
|
Deferred tax liabilities:
|
||||||||
|
Goodwill
|
( |
) | ( |
) | ||||
|
Property and equipment
|
( |
) | ( |
) | ||||
|
Total deferred tax liabilities
|
( |
) | ( |
) | ||||
| Deferred tax assets (liabilities), net |
$ | $ | ( |
) | ||||
On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act (“OBBBA”), introducing significant amendments to the U.S. Internal Revenue Code. The amendments include the permanent extension of certain individual, business, and international tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025. The legislation did not have a material impact on income tax expense for 2025.
The Company does no t have any unrecognized income tax benefits recorded.
Components of Income Taxes Paid
The Company paid income taxes by jurisdiction for the years ended December 31, 2025 and 2024 as follows:
| 2025 | 2024 | |||||||
|
Federal
|
$ | $ | ||||||
|
State
|
||||||||
|
Total cash taxes paid
|
$ | $ | ||||||
As the Company's business and sales grow, the Company may incur additional state income tax obligations.
In fiscal years 2025 and 2024, the Company paid no
NOTE 9 - COMMON STOCK AND STOCK OPTIONS
Common Stock
As of December 31, 2025 and 2024, there were 795,910 and 760,150 shares, respectively, of the Company’s authorized common stock reserved for issuance upon exercise of outstanding options under its stock option plan.
Preferred Stock
The Company’s Articles of Incorporation provide that the Board of Directors has the authority, without further action by the holders of the outstanding common stock, to issue up to five million shares of preferred stock from time to time in one or more series. The Board of Directors shall fix the consideration to be paid, but not less than par value thereof, and to fix the terms of any such series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price and the liquidation preference of such series. As of December 31, 2025 and 2024, the Company does no
Stock Options
As of December 31, 2025, the Company has two stock option plans: the 2009 Long-Term Incentive Plan (“2009 Plan”), which ended in 2019, and the 2020 Long-Term Incentive Plan (“2020 Plan”).
Both the 2009 Plan and 2020 Plan authorize the grant of incentive stock options, non-qualified stock options, SARs, restricted stock, bonus stock, and performance shares to employees, consultants, and non-employee directors of the Company. The exercise price of each option shall not be less than the fair market value of the common stock at the date of grant. The total number of the Company’s shares that may be awarded under the 2009 Plan was 1,000,000 shares of common stock, and the 2020 Plan was 1,000,000 shares of common stock. As of December 31, 2025, there were options outstanding for 287,000 shares of common stock under the 2009 Plan and 508,910 shares of common stock under the 2020 Plan. As of December 31, 2024, there were options outstanding for 292,500 shares of common stock under the 2009 Plan and 467,650 shares of common stock under the 2020 Plan.
Options expire on the date determined, but not more than 10
Transactions with respect to the Company’s stock option plans for the years ended December 31, 2025 and 2024 are as follows:
| Number of Shares | Weighted Average Exercise Price | |||||||
|
Outstanding at January 1, 2024
|
$ | |||||||
|
Granted
|
||||||||
|
Expired
|
( | ) | ||||||
|
Forfeited
|
( | ) | ||||||
|
Outstanding at December 31, 2024
|
$ | |||||||
|
Granted
|
||||||||
|
Expired
|
( | ) | ||||||
|
Forfeited
|
( | ) | ||||||
|
Exercised
|
( | ) | ||||||
|
Outstanding at December 31, 2025
|
$ | |||||||
On April 1, 2025, the Company issued 45,100 shares of common stock upon the exercise of stock options. The Company received cash proceeds totaling $96,935 in connection with the exercise of these stock options. The total intrinsic value of the stock options exercised during the year ended December 31, 2025 was approximately $20,325 . There were no stock options exercised during the year ended December 31, 2024.
Under the 2020 Plan, as of December 31, 2025, there were 491,090 shares of common stock reserved for the granting of additional options. The 2009 Plan expired at the end of 2019 and no additional options could be granted.
The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model that uses the weighted average assumptions noted in the following table. Expected volatilities are based on historical volatility of our stock through the date of grant. The Company uses the simplified method to estimate the options’ expected term. The risk-free interest rate used is based on the U.S. Treasury constant maturities at the time of grant having a term that approximates the expected life of the option.
The fair value of options granted during the year ended December 31, 2025 was $262,827 . The fair value of options granted during the year ended December 31, 2024 was $104,445 . The fair value of options at date of grant was estimated using the Black-Scholes model with the following weighted average assumptions:
| 2025 | 2024 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected volatility factor | % | % | ||||||
| Expected dividends | ||||||||
| Expected life of the option (years) | ||||||||
The Company issues new shares upon the exercise of options.
The following table summarizes information about the Company’s stock options outstanding as of December 31, 2025:
| Options Outstanding | Options Exercisable | |||||||||||||||
| Range of Exercise Prices | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | |||||||||||
| $ | | | $ | | | $ | | |||||||||
| $ | | | $ | | | $ | | |||||||||
| $ | | | $ | | | $ | | |||||||||
| | | $ | | | $ | | ||||||||||
The aggregate intrinsic value represents the total pre-tax intrinsic value, based on options with an exercise price less than the Company’s closing stock price of $2.70 and $3.03 as of December 31, 2025 and 2024, respectively, which would have been received by the option holders had those option holders exercised their options as of that date. The aggregate intrinsic value of options outstanding as of December 31, 2025 and 2024 was $409,965 and $673,741 , respectively.
As of December 31, 2025, the total compensation cost related to unvested stock-based awards granted to employees under the Company’s stock option plan but not yet recognized was $584,220 . This cost will be amortized over a weighted average term of 4.45 years and will be adjusted for subsequent changes in estimated forfeitures.
A summary of the Company’s non-vested options and changes during the year ended December 31, 2025 is presented below:
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||
|
Non-vested,
beginning of year
|
$ | |||||||
|
Granted
|
||||||||
|
Vested
|
( | ) | ||||||
|
Expired or forfeited
|
( | ) | ||||||
|
Non-vested,
end of year
|
$ | |||||||
Stock-Based Compensation
The Company applies ASC 718, Compensation–Stock Compensation (Topic 718) (“ASC 718”), to account for stock-based compensation. The following table summarizes the stock-based compensation expense for stock options that was recorded in the Company’s results of operations in accordance with ASC 718 for the years ended December 31, 2025 and 2024 as follows:
|
2025
|
2024
| |||||||
|
Data and product costs
|
$ | $ | ||||||
|
Selling, general and administrative expenses
|
||||||||
| $ | $ | |||||||
Share Repurchase Program
In January of 2022, the Company’s Board of Directors authorized a share repurchase program for the repurchase of up to $1,000,000 of the Company’s outstanding common stock. The Company has not repurchased any shares under this program.
NOTE 10 - NET INCOME PER SHARE
Basic net income per share is based on the weighted average number of common shares outstanding. Diluted net income per share is based on the weighted average number of common shares outstanding and the dilutive effect of outstanding stock options.
|
2025
(As Restated) |
2024
(As Restated) |
|||||||
|
Net income
|
$ | $ | ||||||
|
Weighted average common shares outstanding – basic
|
||||||||
|
Potential shares exercisable under stock option plans
|
||||||||
|
Less: Shares which could be repurchased under treasury stock method
|
( |
) | ( |
) | ||||
|
Weighted average common shares outstanding – diluted
|
||||||||
|
Net income per share:
|
||||||||
|
Basic
|
$ | $ | ||||||
|
Diluted
|
$ | $ | ||||||
For fiscal 2025, the computation of diluted net income per share excludes the effects of 586,300 stock options, since their inclusion would be anti-dilutive as their exercise prices were above the average market value.
For fiscal 2024, the computation of diluted net income per share excludes the effects of 501,400 stock options, since their inclusion would be anti-dilutive as their exercise prices were above the average market value.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in various legal proceedings arising in the ordinary course of business. The Company records a liability when it believes that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. Based on the currently available information, the Company does not believe that there are claims or legal proceedings that would have a material adverse effect on the business, or the financial statements of the Company.
NOTE 12 - SEGMENT REPORTING
The Company has a operating and reportable segment: SaaS subscription products. This segment includes add-ons and enhancements that can only be accessed with an active base subscription to its SaaS subscription products. The products are used mainly by subscribers to analyze commercial financial risk for the purpose of extending trade credit, evaluating supply chains, and managing the counterparty risk associated with these relationships. The majority of subscribers are located in the U.S. For the years ended December 31, 2025 and 2024, the Company recognized revenue of $2.4 million and $2.5 million, respectively, from subscribers from foreign countries. The remainder of revenue was recognized from customers located in the U.S.
The accounting policies of this segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance of this segment using the entity-wide revenue and expense information reported on the Statements of Operations and the more detailed significant segment expense categories disclosed in the table below. The primary measure of segment profit is net income as reported on the Statements of Operations.
Segment Financial Information
|
2025 (As Restated) |
2024
(As Restated) |
|||||||
|
Segment operating revenues
|
$ | $ | ||||||
|
Less: Significant segment expenses
|
||||||||
|
Data and product costs
|
||||||||
|
Employee expenses
|
||||||||
|
Data feed expenses
|
||||||||
|
Hosting and computer services expenses
|
||||||||
|
Other data and product costs
|
||||||||
|
Data and product costs subtotal
|
||||||||
|
Selling, general and administrative expenses
|
||||||||
|
Employee expenses
|
||||||||
|
Professional fee expenses
|
||||||||
|
Marketing expenses
|
||||||||
|
Occupancy expenses
|
||||||||
|
Other general and administrative expenses
|
||||||||
|
Selling, general and administrative expenses subtotal
|
||||||||
|
Other significant segment items
|
||||||||
|
Depreciation and amortization
|
||||||||
|
Other (income), net
|
( |
) | ( |
) | ||||
|
Provision for income taxes
|
||||||||
|
Segment net income
|
$ | $ | ||||||
NOTE 13 - SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES
For the year ended December 31, 2025, there was a noncash transfer of operating lease right-of-use assets obtained in exchange for lease liabilities in the amount of $114,463 .
NOTE 14 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the restatement described in Note 2.
None.
Evaluation of Disclosure Controls and Procedures (restated)
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.
Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to ensure that all material information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 are accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms due to a material weakness, as further described below.
Material Weakness in Internal Control Over Financial Reporting (restated)
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As previously disclosed in the Company’s Current Report on Form 8-K filed on August 6, 2026, following a nexus study conducted with an external tax advisor, the Company determined it had economic and physical nexus in state and local jurisdictions where it historically had not been collecting and remitting sales and use tax and filing income taxes. In connection with the foregoing, the Company identified a material weakness in the Company’s internal control over financial reporting and concluded that the Company’s internal control over financial reporting and disclosure controls and procedures related to the identification, monitoring, and evaluation of state and local tax nexus requirements were ineffective.
Remediation Plan
The Company’s management has created a plan of remediation to address the material weakness. The Company is pursuing VDAs to mitigate future exposure based on counsel a from its tax advisor. For each of the states impacted, the Company is in various stages of VDA process, including review, submission, acceptance and payment. In addition, the Company has engaged an independent third-party provider of automated sales tax solutions to support compliance through continuous identification, monitoring and evaluation of our transaction activity and physical presence, ensuring that the Company is aware of ensuing new jurisdictions that are approaching qualifying thresholds and subsequently supporting the registration, filing, and payment submission in those jurisdictions.
Changes in Internal Control Over Financial Reporting
Other than as described above, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this Annual Report.
During the fourth quarter of 2025, no director or officer of the Company adopted terminated
Not applicable.
PART III
Directors and Executive Officers
The following table sets forth certain information with respect to the directors and executive officers of the Company and the period such persons held their respective positions with the Company.
| Name | Age |
Principal Occupation/Position Held with Company |
Officer or Director Since |
||
|
Jerome S. Flum
|
85 |
Executive Chairman of the Board
|
1983 | ||
|
Michael I. Flum
|
39 |
Chief Executive Officer and President
|
2019 | ||
|
Jennifer Gerold
|
53 |
Chief Financial Officer
|
2024 | ||
|
Shyarsh Desai
|
60 |
Chief Operating Officer
|
2025 | ||
|
David Reiner
|
56 |
Chief Accounting Officer
|
2024 − 2026 | ||
|
Lawrence Fensterstock
|
75 |
Director
|
2025 | ||
|
Brigitte Muehlmann
|
63 |
Director
|
2023 − 2025 | ||
|
Lisa Reisman
|
57 |
Director
|
2023 | ||
|
Joshua M. Flum
|
56 |
Director
|
2007 | ||
Jerome S. Flum was appointed President and Chief Executive Officer of the Company and Chairman of the Board of Directors in June 1985. In May 2023, he transitioned from Chief Executive Officer to Executive Chairman. Since 1968 he has been in the investment business as an Institutional Security Analyst, Research and Sales Partner at an investment firm and then as a General Partner of a private investment pool. Before entering the investment business, Mr. Flum practiced law, helped manage a U.S. congressional campaign and served as a Legal and Legislative Aide to a U.S. Congressman. He has been a guest lecturer at the Massachusetts Institute of Technology/Sloan School of Management Lab for Financial Engineering. Mr. Flum received a BS degree in business administration from Babson College and a JD degree from Georgetown University Law School. Mr. Flum served as a Lance corporal in the U.S. Marine Corps Reserve. Jerome S. Flum is the father of Michael I. Flum, Chief Executive Officer and President, and Joshua M. Flum, a Director of the Company.
Michael I. Flum joined the Company in 2018 as Vice President of Operations & Alternative Data. He was elected Senior Vice President and Chief Operating Officer in October 2019 and subsequently President and Chief Operating Officer in October 2020. In May 2023, he became Chief Executive Officer and President. He is responsible for operational strategy and implementation, leveraging technology to improve the efficiency of human capital and work processes. Prior to joining CreditRiskMonitor.com, Mr. Flum served as Vice President of Operations at Gullett & Associates, Inc., a Houston-based midstream oil & gas survey and drafting services firm from 2016-2017. Mr. Flum held various engineering and project management roles at Enterprise Products Partners, a Houston-based oil & gas pipeline owner/operator from 2009 to 2016. Over his time in the oil & gas sector, Mr. Flum successfully completed pipeline and plant projects totaling over $1.3 billion. He was also able to install processes that streamline service offerings and unify customer experience across teams. Mr. Flum holds an MBA from Columbia Business School as well as a BS in Mechanical Engineering and a BA in Religious Studies from Rice University. Mr. Flum is the son of Jerome S. Flum, and the brother of Joshua M. Flum.
Jennifer Gerold, CPA, joined the Company as Chief Monetization Officer in February 2024. She was elected to Chief Financial Officer in May 2024. Ms. Gerold is accomplished in corporate finance with nearly 30 years of strategic leadership experience advising organizations on navigating the complexities of M&A and Capital Market transactions. Prior to joining the Company, Ms. Gerold was a Managing Director in Strategy and Transactions at Ernst & Young U.S. LLP. Before that, Ms. Gerold held various investment banking and asset management roles at such firms as Credit Suisse Securities (USA) LLC; Merrill Lynch & Co., Inc.; and Bear, Stearns & Co. Inc. She started her career as an auditor specializing in entrepreneurial firms. Ms. Gerold holds an MBA from the University of Chicago Booth School of Business and a BS in Accounting and Finance/Investments from Babson College. She maintains a Certified Public Accountant (CPA) license and is a member of the AICPA. Additionally, she holds a Chartered Global Management Accountant (CGMA) designation and a Chartered Alternative Investment Analyst (CAIA) designation.
Shyarsh Desai joined the Company in February 2025 and was appointed Chief Operating Officer in March 2025. Mr. Desai is an accomplished leader in risk and financial technology businesses focused on creating sustainable yet profitable growth and strong financial returns to investors. Prior to joining the Company, Mr. Desai was Chief Executive Officer at Carixa, a SaaS platform focused on serving the invoice-to-cash automation and receivables management needs of mid-to-large enterprises. From 2012 to 2019, he was Chief Executive Officer of Credit2B, an AI-innovator in B2B credit decision automation, until its sale to Billtrust, where he served as Group President. Between 2007 and 2012, he held management positions at enterprise risk and compliance leaders Global Compliance (now Navex) and Dun & Bradstreet, focused on strategy, growth and business development. In his early career, Mr. Desai worked at IBM leading key solutions for the financial services vertical and later in Corporate Development within the CFO organization. Mr. Desai began his career working in corporate finance and investment management roles at the Tata Group. He holds an MBA from Kellogg School of Management at Northwestern University as well as a BS in Life Sciences and an MS in Management Studies of Finance from the University of Mumbai (formally known as the University of Bombay). He is currently and has been a director on different non-profit Boards in the education and training space.
David Reiner joined the Company as Controller in May 2013 and was promoted to Vice President, Corporate Controller in 2020. He was elected to Chief Accounting Officer in May 2024. In his roles, Mr. Reiner was responsible for all day-to-day accounting functions, Year End Financial and Sarbanes-Oxley Audits in addition to Human Resources and Facilities Management for the Company. He has more than 25 years of progressively increasing experience in Accounting, Finance, Information Technology and Facilities Management. Before joining the Company, Mr. Reiner spent his career in Small, Medium and Startup companies building and managing accounting departments throughout various industries covering Research & Development, Service, Medical Device and Food Franchises. Mr. Reiner holds an MBA in Accounting from Pace University and a BS in Business Administration and Finance from Bryant University. On February 27, 2026, CreditRiskMonitor.com announced that Chief Accounting Officer David Reiner's position with the Company was terminated. Mr. Reiner's last day was February 27, 2026.
Lawrence Fensterstock has been a Director since September 2025. Previously, Mr. Fensterstock joined the Company in January 1999 and held the titles of Chief Financial Officer and Senior Vice President upon hiring through March 2020 and June 2020, respectively. During his tenure, Mr. Fensterstock was instrumental in implementing the financial and operational frameworks that positioned the Company for sustained growth. Mr. Fensterstock was intimately involved in the Company’s January 1999 acquisition of the assets of the CreditRisk Monitor credit information service from Market Guide Inc. Previously, he joined Market Guide Inc. in September 1996 to assist in the formation of its credit information services division. From 1993 to 1996, Mr. Fensterstock was Chief Operating and Financial Officer of Information Clearinghouse Incorporated (“ICI”) and was closely involved in the formation of its credit reporting service. From 1989 through 1992, Mr. Fensterstock served as Vice President-Controller, Treasurer and Corporate Secretary for a private entity formed to acquire Litton Industries’ office products operations in a leveraged buyout. Mr. Fensterstock was Vice President of Security Capital Corporation from 1984 to 1989, where he managed the internal audit and quality control functions for this financial services holding company. Mr. Fensterstock is a certified public accountant who began his career in 1973 with Arthur Andersen LLP. He spent more than 10 years servicing both public and private clients in the financial services and real estate industries. He earned a BA in Economics from Queens College and an MBA from The University of Chicago Business School.
Brigitte Muehlmann, PhD and CPA, served as a Director from July 2023 to September 2025. On April 25, 2025, Dr. Muehlmann informed CreditRiskMonitor that she did not intend to stand for re-election to its Board of Directors. She is a Professor at Babson College and an Adjunct Professor at Texas A&M University School of Law. She serves as a Director of Babson Global, Inc. Entrepreneurial leaders are a perennial focus for Dr. Muehlmann and she aims to contribute to sustainable business success. Her research is centered on design and opportunities for both human and technological innovation in accounting and taxation. She teaches MBA courses in financial and sustainability reporting and analysis as well as operating and expanding businesses in global markets. Dr. Muehlmann developed expertise in serving international businesses at Ernst & Young in Vienna and on the entrepreneurial services team in Boston, as a member of the global tax team at PwC in Boston, and at Kearney in New York before turning to a full-time career in academia. Dr. Muehlmann is a dual Austrian-American citizen holding a PhD and an MSBA degree from the Vienna University of Economics and Business (WU) in Austria, an MST degree from Bentley University, and a Certified Public Accountant (CPA) license.
Lisa Reisman has been a Director since July 2023. She is currently co-founder and Chief Executive Officer of MetalMiner. With a background in physical metal trading, management consulting, and executive leadership, Ms. Reisman has a proven entrepreneurial track record. Through her Companies’ Insights platform, they offer a SaaS solution across the full range of industrial metals, including global data points. Detailed should-cost models and forecasts provide buying organizations with price data on the industrial metals that companies actually buy and not just the ingot prices which trade on public exchanges. Before founding MetalMiner, she was Managing Director and Chief Executive Officer of Azul Partners in Chicago and worked as a Senior Manager for both Deloitte Consulting and Arthur Andersen Consulting. Ms. Reisman holds an MPA in management and public policy from New York University and a BA in journalism and political science from the University of Wisconsin-Madison.
Joshua M. Flum has been a Director since September 2007. He is currently a Managing Partner at LRVHealth, an early-stage healthcare venture capital platform. Prior to this role, Mr. Flum spent nearly two decades at CVS Health holding senior leadership roles in strategy, operations, and technology where he led a broad set of transformational activities, ranging from the integration of CVS Health and Aetna to the founding of CVS Health Ventures. He departed CVS Health in 2022 as Executive Vice President, Chief Strategy & Business Development Officer. Mr. Flum is a graduate of the Yale Law School and spent the first years of his professional career clerking for the Honorable Edward R. Becker, Chief Judge of the U.S. Court of Appeals for the Third Circuit, and then at the law firm of Miller, Cassidy, Larroca and Lewin, LLP. He then joined the Boston Consulting Group where his work focused on the consumer and retail practice area. Mr. Flum is the son of Jerome S. Flum, and the brother of Michael I. Flum.
The Company’s By-Laws provide that (a) directors shall be elected to hold office until the next annual meeting of stockholders and that each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which the director was elected and until a successor has been elected, and (b) officers shall hold office until their successors are chosen by the Board of Directors, except that the Board of Directors may remove any officer at any time.
Significant Employees
Madhav Kale joined the Company as Chief Technology Officer in September 2025. Mr. Kale brings more than three decades of experience in fintech, cybersecurity, industrial IoT, and SaaS, having contributed to several early-stage startups as well as held senior leadership roles at large enterprise companies. Prior to joining the Company, Mr. Kale was Executive Vice President & Chief Technology Officer at Carixa, where he spearheaded the transformation of accounts receivable automation into an AI-powered SaaS platform. Between 2018 and 2020, he served as Chief Technology Officer of WellAware, an IoT growth-stage company supporting industrial monitoring and automation. Between 2008 and 2015, he was Chief Executive Officer & Founder of Zebra Digital Assets, a start-up focused on secure document exchange and collaboration. In his earlier career, Mr. Kale held senior architecture roles at Sungard, Fidelity Investments, and Systems International, as well as serving as the founding Chief Technology Officer of UserTrust Certificate Authority (later acquired by Comodo). He holds a Bachelor of Engineering in Computer Science from the University of Pune.
Michael Clark is the Senior Vice President of Engineering. Previously, he served as Interim Chief Technology Officer since 2024, Senior Vice President of Information Technology since 2018, and prior he was Vice President of Software Development. Mr. Clark joined the Company in 2002. Mr. Clark brings over 30 years of software design and development experience. Prior to joining the Company, from 1997 to 2001, Mr. Clark was Director of Software Development for The Technology Group, creating early web-based smart-document and legal expert systems. From 1988 to 1996, he helped develop the award-winning word processing system Nota Bene, enabling multi-lingual document editing in Windows and MS-DOS systems. Mr. Clark has a BA in Computational Mathematics from the University of Buffalo.
Peter Roma is the Chief Revenue Officer. He is responsible for both new sales growth and the servicing of our current subscriber base. He joined the Company in 2004 as an Account Executive. Mr. Roma has over 35 years of sales experience. He started with Metropolitan Insurance Company but spent most of his career in financial services working for Shearson Lehman Bros., Inc. and then Merrill, Lynch, Pierce, Fenner & Smith where he was a Vice President-Private Client.
Michael Broos is the Senior Vice President of Information Technology and has been with the Company since 2001. He has more than 40 years of experience leading technology teams in the development and implementation of software applications for the Internet, Windows, DOS, and mainframes. Before joining the Company, Mr. Broos was Senior Vice President of Technology for About.com; Chief Technology Officer of Fan2Fan.com; Chief Technology Officer of AKA.com; Vice President of Internet Solutions for Inventure.com; and Vice President of Software Development for Dun & Bradstreet for eight years. Prior to joining Dun & Bradstreet in 1990, Mr. Broos was an independent consultant and entrepreneur for 10 years, during which time he co-founded several software companies, including Infocom (the creators of Zork). Mr. Broos began his career with a ten-year stint on the academic computer research staff of the MIT Laboratory of Computer Science, where he developed interactive, graphical and email-based applications for the ARPANET (the precursor of today’s Internet).
Kirk Ellis is the Senior Vice President of Quality Assurance and has led the department since 2008. Mr. Ellis leads a team of more than 30 data and financial analysts who ensure the data quality and integrity of our information and scores, including benchmarking the ongoing accuracy of our proprietary FRISK® score. He joined the Company in 2005 as a research analyst and has held a series of progressively responsible data leadership roles. Mr. Ellis has more than 20 years of experience in information services, focused on financial data collection, quality and research. Before coming to CreditRiskMonitor.com, he managed data and analytics teams at Citigate Financial Intelligence and at Thomson Financial Research. Mr. Ellis holds a BA in Economics from the State University of New York at Purchase.
The Audit Committee
The Audit Committee shall assist the Board of Directors in fulfilling its responsibility to the shareholders, potential shareholders and investment community relating to corporate accounting, reporting practices of the Company and the quality and integrity of the Company’s financial reporting. To fulfill its purposes, the Audit Committee’s duties shall include:
•
Appoint, evaluate, compensate, oversee the work of, and if appropriate, terminate the independent auditor, who shall report directly to the Audit Committee.
•
Approve in advance all audit engagement fees and terms of engagement as well as all audit and non-audit services to be provided by the independent auditor.
•
Engage independent counsel and other advisors, as it deems necessary to carry out its duties.
In performing these functions, the Audit Committee meets periodically with the independent auditors and management to review their work and confirm that they are properly discharging their respective responsibilities. The Audit Committee met four times in connection with the last fiscal year’s audit, prior to the filing of the Company’s annual and quarterly SEC reports.
The Audit Committee currently consists of its outside directors – Lawrence Fensterstock, Lisa Reisman, and Joshua M. Flum. Both Lawrence Fensterstock and Lisa Reisman are independent, and Lawrence Fensterstock is an audit committee financial expert, as such terms are defined by the SEC.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Such persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file.
To the Company’s knowledge, based solely on its review of the copies of such reports received by it with respect to fiscal 2025, or written representations from certain reporting persons, the Company believes that all filing requirements applicable to its directors, officers and persons who own more than 10% of a registered class of the Company’s equity securities have been timely complied with.
Code of Ethics
The Company’s Board of Directors has adopted a Code of Ethics for its principal executive officer and senior financial officers. This Code applies to the Company’s Chief Executive Officer and Chief Financial Officer.
Stock Option Grant Policies
The disclosure required by Regulation S-K Item 402(x) is incorporated herein by reference from the Company’s definitive proxy statement to be filed with the SEC relating to the 2026 Annual Meeting of Stockholders.
The following table shows all cash compensation paid or to be paid to the Company’s executive officers during each of the fiscal years presented.
| SUMMARY COMPENSATION TABLE | |||||||
| Name and Principal Position | Year | Salary | Bonus (1) | Option Awards (2) |
All Other Compensation |
Total | |
|
Jerome S. Flum, Executive Chairman
|
2025
2024 |
$150,000 $150,000 |
- - |
- - |
-
- |
$150,000
$150,000 |
|
|
Michael I. Flum, Chief Executive Officer and President
|
2025
2024 |
$217,500 $211,200 |
$37,000 $40,000 |
$30,179 $22,513 |
-
- |
$284,679
$273,713 |
|
|
Jennifer Gerold, Chief Financial Officer
|
2025
2024 |
$225,000 $176,790 |
$43,800 $40,000 |
$2,624
$1,097 |
-
- |
$271,424 $217,887 |
|
|
Shyarsh Desai, Chief Operating Officer (3)
|
2025
2024 |
$196,875
- |
$41,500
- |
$6,312 - |
-
- |
$244,687
- |
|
|
David Reiner, Chief Accounting Officer (4)
|
2025
2024 |
$200,000 $172,984 |
$7,500 $37,000 |
$2,497 $772 |
-
- |
$209,997 $210,756 |
|
(1) The amounts in this column reflect bonuses awarded for the fiscal year shown but paid in the subsequent fiscal year.
(2) Represents the compensation expense of stock option awards for financial reporting purposes for the fiscal year under ASC 718, rather than an amount paid to or realized by the Named Executive Officer. See Note 9 of the Notes to Financial Statements for a discussion of the assumptions used in calculating the aggregate grant date fair value computed in accordance with ASC 718. The ASC 718 value as of the grant date for stock options is spread over the number of months of service required for the grant to become non-forfeitable. There can be no assurance that the ASC 718 amounts will ever be realized.
(3) On March 19, 2025, the Board of Directors appointed Shyarsh Desai as the Company’s Chief Operating Officer.
(4) In connection with the elimination of his position, Mr. Reiner’s employment with the Company ended on February 27, 2026.
Outstanding Equity Awards
The following table sets forth all stock options granted to the Company’s executive officers during the last fiscal year.
| GRANTS OF PLAN-BASED AWARDS | |||||
| Equity Grants | |||||
| Name | Grant Date |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Share) |
Grant Date Fair Value of Stock and Option Awards ($) |
|
Jerome S. Flum
|
N/A | N/A | N/A | N/A | N/A |
|
Michael I. Flum
|
3/12/2025 | N/A | 10,000 | $2.92 | $15,076 |
|
Jennifer Gerold
|
3/12/2025 | N/A | 10,000 | $2.65 | $15,619 |
|
Shyarsh Desai
|
3/12/2025 | N/A | 50,000 | $2.65 | $78,097 |
|
David Reiner
|
3/12/2025 | N/A | 10,000 | $2.65 | $15,619 |
The following table sets forth all outstanding equity awards granted to the Company’s executive officers during the last fiscal year.
| OUTSTANDING EQUITY AWARDS | ||||||
| Name |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities
Underlying Unexercised Options (#) Un-exercisable |
Equity Incentive Plan
Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
|
|
Jerome S. Flum
|
-0- | -0- | -0- | -0- | N/A | |
|
Michael I. Flum
|
40,000
12,500 3,000 -0- -0- -0- -0- |
10,000
12,500 27,000 5,000 50,000 5,000 10,000 |
-0-
-0- -0- -0- -0- -0- -0- |
$1.45
$2.19 $1.85 $2.70 $3.08 $2.42 $2.92 |
10-24-29
10-29-29 01-28-32 01-25-33 05-01-33 03-13-32 03-12-33 |
|
|
Jennifer Gerold
|
-0-
-0- |
10,000
10,000 |
-0-
-0- |
$2.20
$2.65 |
03-13-32
03-12-33 |
|
|
Shyarsh Desai
|
-0- | 50,000 | -0- | $2.65 | 03-12-33 | |
|
David Reiner
|
5,000 1,000 800 250 200 -0- -0- -0- |
-0-
-0- 200 250 1,800 1,500 2,000 10,000 |
-0-
-0- -0- -0- -0- -0- -0- -0- |
$2.90
$3.00 $1.45 $2.19 $1.85 $2.70 $2.20 $2.65 |
01-05-26 10-26-26 10-24-29 10-29-29 01-28-32 01-25-33 03-13-32 03-12-33 |
|
The closing market price of the Company’s common stock on December 31, 2025 was $2.70 per share.
The options under the above grants may be exercised in installments after a specified number of years upon the attainment of a specified length of service, as determined by the Compensation Committee and as set forth in the award terms. In the event of a change in control (as defined), the options will vest in full at the time of such change in control.
Directors’ Fees
Effective July 12, 2023, non-employee directors receive $2,000 per quarter. Effective October 1, 2024, the audit committee financial expert receives $3,000 per quarter. Non-employee director terms of service are generally from June 30 to July 1, which aligns to the Annual Shareholder Meeting. The following table sets forth all cash compensation paid by the Company to the non-employee directors during the last two fiscal years.
| DIRECTOR COMPENSATION | |||||
| Name | Year |
Fees Earned or Paid in Cash (1) |
Option Awards (2) | Total | |
|
Lawrence Fensterstock
(3)
|
2025
2024 |
$6,000
- |
$197 - |
$6,197
- |
|
|
Brigitte Muehlmann
(3)
|
2025
2024 |
$9,000
$5,000 |
- $840 |
$9,000
$5,840 |
|
|
Lisa Reisman
|
2025
2024 |
$8,000
$4,000 |
$1,022
$840 |
$9,022
$4,840 |
|
|
Joshua M. Flum
|
2025
2024 |
$8,000
$4,000 |
$3,435
$9,902 |
$11,435 $13,902 |
|
(1) Fees earned are paid in cash based on Board of Director Meeting attendance.
(2) Represents the compensation expense of stock option awards for financial reporting purposes for the fiscal year under ASC 718, rather than an amount paid to or realized by the Director. See Note 9 of the Notes to Financial Statements for a discussion of the assumptions used in calculating the aggregate grant date fair value computed in accordance with ASC 718. The ASC 718 value as of the grant date for stock options is spread over the number of months of service required for the grant to become non-forfeitable. There can be no assurance that the ASC 718 amounts will ever be realized.
(3) On September 18, 2025, Lawrence Fensterstock was elected to serve as a non-employee director. On April 25, 2025, Brigitte Muehlmann had informed CreditRiskMonitor.com that she did not intend to stand for re-election to its Board of Directors.
ITEM 12.
The following table sets forth as of January 27, 2026 information regarding the beneficial ownership of the Company’s voting securities (i) by each person or group known by the Company to be the owner of record or beneficially of more than five percent of the Company’s voting securities, (ii) by each of the Company’s directors and executive officers, and (iii) by all directors and executive officers of the Company as a group. Except as indicated in the following notes, the owners have sole voting and investment power with respect to the shares.
|
Name of
Beneficial Owner |
Amount and Nature of Beneficial
Ownership |
Percent of
Class |
|
|
5% or Greater Stockholders
|
|||
|
Santa Monica Partners, L.P.
SMP Asset Management, LLC
Lawrence J. Goldstein (1)
|
720,904 | 6.7% | |
|
Caldwell Sutter Capital, Inc.
Joseph F. Helmer (2)
|
547,670 | 5.1% | |
|
Flum Partners (3)
|
5,410,437 | 50.2% | |
|
Named Executive Officers
|
|||
|
Jerome S. Flum
|
6,008,047 (4)(5) | 55.8% | |
|
Michael I. Flum
|
6,500 | -----* | |
|
Non-Employee Directors
|
|||
|
Joshua M. Flum
|
6,500 | -----* | |
|
All directors and executive officers
(as a group (3 persons))
|
6,021,047 (4)(5) | 55.9% | |
*Less than 1%
(1) Based on the information contained in a Schedule 13G/A dated January 26, 2023. The general partner of Santa Monica Partners, L.P. is SMP Asset Management, LLC. Lawrence J. Goldstein is an individual investor, the sole managing member and the sole owner of SMP Asset Management, LLC, and may be deemed to beneficially own these shares. Includes 698,644 shares owned by Santa Monica Partners, L.P. and 22,260 shares owned by Lawrence J. Goldstein.
(2) Based on the information contained in a Schedule 13G dated December 31, 2024. Joseph F. Helmer is the President of Caldwell Sutter Capital, Inc, and may be deemed to possess investment power and beneficially own these shares. Includes 533,270 shares owned by Caldwell Sutter Capital, Inc. and 14,400 shares owned by Joseph F. Helmer.
(3) The general partners of Flum Partners are Jerome S. Flum, Executive Chairman of the Board of the Company; Michael I. Flum, Chief Executive Officer and President of the Company; and Barbara Schwartz, spouse of Jerome S. Flum. The controlling general partner is Jerome S. Flum.
(4) Includes 5,410,437 shares owned by Flum Partners, of which Jerome S. Flum is the controlling general partner, which are also deemed to be beneficially owned by Jerome S. Flum because of his power, as controlling general partner of Flum Partners, to direct the voting of such shares held by the partnership. Jerome S. Flum disclaims beneficial ownership of the shares owned by Flum Partners. The 6,008,047 shares of common stock, or 55.8% of the outstanding shares of common stock, may also be deemed to be owned, beneficially and collectively, by Flum Partners and Jerome S. Flum, as a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
(5) Includes 7,800 shares of common stock owned by a grandchild of Jerome S. Flum, the beneficial ownership of which is disclaimed by Jerome S. Flum. Also, includes 260,000 shares of common stock owned by Family Trusts established by Jerome S. Flum, the beneficial ownership of which is disclaimed by Jerome S. Flum.
The Company’s current equity compensation plan approved by stockholders is the 2020 Plan. The 2020 Plan provides for the grant of options and other awards up to an aggregate of 1,000,000 shares of common stock. The Company’s previous equity compensation plan approved by stockholders was the 2009 Plan. The 2009 Plan provided for the grant of options and other awards up to an aggregate of 1,000,000 shares of common stock. The 2009 Plan expired at the end of 2019.
The following table summarizes information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all equity compensation plans of the Company as of December 31, 2025.
| Plan category |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
Weighted average exercise
price of outstanding options, warrants and rights |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) |
|
|
Equity compensation plans approved by stockholders
|
795,910 | $2.24 | 491,090 | |
|
Total
|
795,910 | $2.24 | 491,090 | |
There were no such reportable relationships or related transactions in 2025.
The aggregate fees incurred by CohnReznick LLP for professional services rendered to the Company during the last two fiscal years are as follows:
| 2025 | 2024 | |||||||
|
Audit fees
(1)
|
$ | 209,475 | $ | 202,761 | ||||
|
Tax fees
(2)
|
18,630 | 17,330 | ||||||
|
Total fees
|
$ | 228,105 | $ | 220,091 | ||||
(1) Consists of fees for services provided in connection with the audit of the Company’s financial statements and review of the Company’s quarterly financial statements.
(2) Consists of fees for preparation of federal and state income tax returns.
The engagement of CohnReznick LLP for the 2025 and 2024 fiscal years and the scope of audit-related services, including the audits and reviews described above, and tax services were pre-approved by the Audit Committee.
The policy of the Audit Committee is to pre-approve the engagement of the Company’s independent auditors and the furnishing of all audit and non-audit services.
PART IV
(a) Financial Statements – contained in Item 8:
| | | Page |
| | | |
| | 16 | |
| | 17 | |
| | 18 | |
| | 19 | |
| | 20 | |
| | 21 |
|
(b)
|
Exhibits:
|
||
|
|
|
|
|
|
|
-
|
Copy of the Company’s Amended and Restated Articles of Incorporation dated as of May 7, 1999 (incorporated by reference to Form 10-KSB for the year ended December 31, 1999, filed March 29, 2000)
|
|
|
|
-
|
Company’s By-Laws as amended March 9, 2020 (incorporated by reference to Form 10-K for the year ended December 31, 2020, filed March 25, 2021)
|
|
|
|
-
|
Copy of Company’s 2020 Long-Term Incentive Plan (incorporated by reference to Definitive Statement on Schedule 14C, filed March 25, 2021)
|
|
|
|
-
|
CreditRiskMonitor.com, Inc. Code of Ethics for Principal Executive Officer and Senior Financial Officers (incorporated by reference to Form 10-KSB for the year ended December 31, 2003, filed March 30, 2004)
|
|
|
|
-
|
CreditRiskMonitor.com, Inc. Insider Trading Policy
|
|
|
|
-
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
-
|
Certification of Chief Executive Officer
|
|
|
|
-
|
Certification of Chief Financial Officer
|
|
|
|
-
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
-
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS
|
-
|
XBRL Instance Document
|
|
|
101.SCH
|
-
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
-
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
-
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
-
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
-
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* Filed herewith
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.
CREDITRISKMONITOR.COM, INC.
(REGISTRANT)
|
Date: August 19, 2026
|
By: /s/ Jerome S. Flum
|
|
|
Jerome S. Flum
|
||
|
Executive Chairman of the Board
|
||
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.
| Date: August 19, 2026 | By: /s/ Michael I. Flum | ||
|
Michael I. Flum
|
|||
|
Chief Executive Officer and President
|
|||
|
(Principal Executive Officer)
|
|||
|
Date: August 19, 2026
|
By: /s/ Jennifer Gerold
|
|
|
Jennifer Gerold
|
||
|
Chief Financial Officer
|
||
|
Date: August 19, 2026
|
By: /s/ Lawrence Fensterstock
|
|
|
Lawrence Fensterstock
|
||
|
Director
|
||
|
Date: August 19, 2026
|
By: /s/ Lisa Reisman
|
|
|
Lisa Reisman
|
||
|
Director
|
||
|
Date: August 19, 2026
|
By: /s/ Joshua M. Flum
|
|
|
Joshua M. Flum
|
||
|
Director
|
||
51
Exhibit 19
CREDITRISKMONITOR.COM, INC.
INSIDER TRADING POLICY
CREDITRISKMONITOR.COM, INC. (the “Company”) is a public company whose common stock is quoted on the OTCQX Market and is registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”). As a public company, the Company files periodic reports and proxy statements with the Securities and Exchange Commission (the “SEC”). As a director, officer or employee of a public company, you have the responsibility not to participate in the market for Company stock while in possession of material inside information about the Company. There are harsh civil and criminal penalties if you wrongly obtain or use such material, inside information when you are deciding whether to buy or sell securities, or if you give that information to another person who uses it in buying or selling securities. If you buy or sell securities while in possession of material, inside information, you will not only have to pay back any profit you made (or loss you avoided), but you could be found guilty of criminal charges, and face substantial fines or even time in prison. Additionally, the Company could be held liable for your violations of insider trading laws.
To avoid these harsh consequences, the Company has developed the following guidelines to briefly explain the insider trading laws and set forth procedures and limitations on trading by directors, officers and employees.
DEFINITIONS
What is “Inside” Information?
Inside information includes any non-public information of which you become aware because of your “special relationship” with the Company as a director, officer or employee and which has not been disclosed to the public (i.e., is non-public). The information may be about the Company, subsidiaries or affiliates. It may also include information you learn about another company (for example, companies that are current or prospective customers or suppliers to the Company or those with which the Company may be in negotiations regarding a potential transaction).
What is Material Information?
Information is material if a reasonable investor would think that it is important in deciding whether to buy, sell or hold stock, or if it could affect the market price of the stock. Either good or bad information may be material. If you are unsure whether the information is material, assume it is material.
Examples of material information typically include, but are not limited to:
●
Financial or accounting problems;
●
Estimates of future earnings or losses;
●
Significant non-recurring gains or losses;
●
Events that could result in restating financial information;
●
A proposed acquisition, sale or merger;
●
Changes in directors or in key management personnel;
●
A stock repurchase program; or
●
A stock or bond offering.
1
What is Non-Public Information?
Non-public information is information that has not yet been made public by the Company. Information only becomes public when the Company makes an official announcement (in a publicly accessible conference call, in a press release or in SEC filings, for example) and the investing public has had an opportunity to assimilate it.
TRADING GUIDELINES; CONFIDENTIALITY
A.
Rules Applicable to All Directors, Officers and Employees.
No director, officer or employee may trade any security, whether issued by the Company or by any other company, while in possession of “material inside information” about the issuer. Further, no director, officer or employee may disclose “material inside information” to any other person (including immediate family members, friends or stockbrokers) so that such other person may trade in the stock. This policy applies to all members of the immediate family of directors, officers and employees including spouses, parents, children, grandchildren and siblings, including any such relationships that arise through marriage or adoption.
2
It is usually safe to buy or sell stock after the information is officially announced, as long as you do not know of other material information that has not yet been announced. Even after the information is announced, you should generally wait one full trading day before buying or selling securities to allow the market to absorb the information.
●
Stock Options. A director, officer or employee may exercise a stock option at any time, but any stock acquired upon such exercise may not be sold (whether by means of a cashless exercise or otherwise) if the employee has material inside information regarding the Company. At any time, however, an employee may deliver Company stock already owned to pay the option exercise price and taxes.
●
Hedging and Other Derivative Transactions. No director, officer or employee of the Company or any of its subsidiaries, or any of his or her designees or related persons, may at any time purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s stock or other equity securities.
B.
Additional Guidelines Applicable to All Officers with the Title of Senior Vice President or Higher, All Directors, and All Persons in the Accounting Department (the “Restricted Group”).
1.
Blackout Periods
Quarterly Blackout Periods. No person in the Restricted Group may trade in Company securities during a blackout period that begins on the 15th calendar day of the last month of each calendar quarter (i.e., on March 15, June 15, September 15 and December 15) and ends at the end of the first full trading day after the public release of the Company’s earnings for such quarter. The blackout period applies to (i) open market purchases or sales and (ii) a sale of securities following exercise of a stock option (including a sale by way of a cashless exercise).
Temporary Blackout Periods. The Company may also institute temporary blackout periods in the event of a material corporate development. Notice of temporary blackout periods will be distributed by means of a written or electronic communication specifying the duration of the blackout period and the persons subject to it.
Written Plan Exception. The limitations of the blackout periods shall not apply to trading in Company securities pursuant to a “written plan for trading securities” provided that such plan was entered into before the start of the applicable blackout period, meets the requirements of SEC Rule 10b5-1 and is approved in advance by the Company’s Board of Directors. See also Section F. below.
C.
Selling Short. No person in the Restricted Group may at any time sell short Company stock or otherwise sell any equity securities of the Company that they do not own. Generally, a short sale means any transaction whereby one may benefit from a decline in the Company’s stock price.
D.
Options. No person in the Restricted Group may at any time buy or sell options on Company securities (so called “puts” and “calls”) except according to a program approved by the Company’s Board of Directors or a trade cleared by the Chief Financial Officer. This restriction does not apply to the exercise of employee or director stock options, which is treated under Section A above.
3
E.
Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities held in an account which may be borrowed against or are otherwise pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in Company securities and, as a result, the pledgor may be subject to liability under insider trading laws. Therefore, you may not purchase Company securities on margin, or borrow against any account in which Company securities are held, or pledge Company securities as collateral for a loan.
An exception to this prohibition may be granted where a person wishes to pledge Company securities as collateral for a loan from a third party (not including margin debt from a securities broker) and clearly demonstrates the financial capacity to repay the loan without resort to the sale of pledged securities. Any person who wishes to pledge Company securities as collateral for a loan from a third party must submit a request for approval to the Company’s Board of Directors at least two weeks before the execution of the documents evidencing the proposed pledge.
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F.
Additional Rules.
1.
Pre-Clearance and Reporting. Any trade of the Company’s securities by a member of the Restricted Group or a family member sharing the same household or a corporation or trust they control, must be pre-cleared with the Chief Financial Officer and must be reported promptly to the Chief Financial Officer once made. In order to seek pre-clearance, you must send an email message to CFO@creditriskmonitor.com with the following information not later than two (2) business days before transacting: (a) name of person or entity who is proposing to trade; (b) whether the trade is a purchase or a sale; (c) number of shares to be traded; (d) date(s) on which trades are to be executed; and (e) name of broker(s), if any, assisting with the trade. If, upon requesting clearance, you are advised that Company stock may not be traded, you may not engage in any trade of any type under any circumstances, nor may you inform anyone of the restriction. You may re-apply for pre-clearance at a later date when trading restrictions may no longer be applicable. It is critical that you obtain pre-clearance of any trading to prevent both inadvertent short-swing profit under Section 16(b) of the Exchange Act or insider trading violations and to avoid even the appearance of an improper transaction (which could result, for example, when a member of the Restricted Group engages in a trade while unaware of a pending major corporate development).
2.
Options and Other Stock Plans. The sale of stock acquired upon an exercise of stock options and the transfer of funds into and out of the Company’s stock plans are subject to special rules. The Chief Financial Officer should be contacted at CFO@creditriskmonitor.com two business days before any such transaction is executed.
3.
Pre-Clearance for Rule 10b5-1 Plans of Directors and Officers. Directors and officers may not implement a trading plan under SEC Rule 10b5-1 at any time without prior clearance. In order to seek prior clearance, directors and officers must send an email message to CFO@creditriskmonitor.com with a copy of their respective proposed written trading plan instrument (the form of which is often provided by brokers) not later than two (2) business days before establishing a trading plan under SEC Rule 10b5-1. Directors and officers may only enter into a trading plan when they are not in possession of material inside information. In addition, directors and officers may not enter into a trading plan during a quarterly blackout period, a temporary blackout period or a pension fund blackout period. Once a trading plan for a director or officer is pre-cleared, trades made pursuant to the plan will not require additional pre-clearance, but only if the plan specifies the dates, prices and amounts of the contemplated trades or establishes a formula for determining dates, prices and amounts. Transactions made under a trading plan by directors or officers must be promptly reported to the Chief Financial Officer who will prepare the necessary beneficial ownership report.
4.
Cooling-off Periods for Rule 10b5-1 Plans. Transactions under a Rule 10b5-1 trading plan may only begin after a “cooling-off” period:
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For directors and officers, the cooling-off period is the later of (i) 90 days after the adoption of the trading plan or (ii) two business days following the disclosure of the Company’s financial results for the fiscal quarter in which the trading plan was adopted, whether disclosed in a Form 10-Q or Form 10-K, as applicable.
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For persons who are not directors or officers, the cooling-off period is 30 days after adoption of the trading plan.
5
G.
Stock Repurchases by the Company; Company Rule 10b5-1 Trading Plans.
Although this policy does not restrict the Company from repurchasing its common stock, the Board of Directors has authorized the Company to purchase Company common stock pursuant to a Board-approved and currently effective stock repurchase program. Under the program, the Company is not permitted to repurchase Company common stock if the Company is in possession of non-public material information. The Company may adopt a Rule 10b5-1 trading plan for share repurchases to be transacted by the Company if the trading plan is recommended by the Chief Executive Officer and Chief Financial Officer and approved in advance by the Board of Directors either in a written consent or pursuant to action at a duly convened meeting.
H.
Confidentiality of Non-Public Information.
Directors, officers and employees should not discuss internal matters or developments with anyone outside of the Company (including family members, securities analysts, individual investors, members of the investment community and news media), except as required in the performance of regular corporate duties. In addition, directors, officers and employees of the Company with knowledge of material, non-public information should only disclose such information to other Company personnel on a “need-to-know” basis so that the group of individuals with knowledge of material, non-public information is kept as small as possible.
All inquiries about the Company made by the financial press, investment analysts or others in the financial community, or by shareholders must be directed promptly upon receipt to the following email addresses(s): CEO@creditriskmonitor.com; CFO@creditriskmonitor.com; IR@creditriskmonitor.com.
6
I.
Prohibition Against Internet Disclosure.
It is inappropriate for any unauthorized person to disclose Company information or to discuss the Company on the Internet, including in any forum or chat room where companies and their prospects are discussed. The posts in these forums are, in some cases, made by investors who are poorly informed, who have malicious intent or who intend to benefit their own stock positions. To avoid the disclosure of material, inside information, no director, officer or employee may discuss the Company or Company-related information in an Internet forum or chat room, regardless of the situation.
ACKNOWLEDGMENT AND CERTIFICATION
The undersigned does hereby acknowledge receipt of the Company’s Insider Trading Policy. The undersigned has read and understands (or has had explained) such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities and the confidentiality of non-public information.
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NAME:
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EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements Nos. 333-183652 and 333-254730 of CreditRiskMonitor.com, Inc. on Form S-8 of our report dated March 24, 2026, except for Note 2, as to which the date is August 19, 2026, on our audits of the financial statements of CreditRiskMonitor.com, Inc. as of December 31, 2025 and 2024 and for each of the years then ended appearing in this Annual Report on Form 10-K/A of CreditRiskMonitor.com, Inc. for the year ended December 31, 2025.
/s/ CohnReznick LLP
New York, New York
Date: August 19, 2026
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Michael I. Flum, certify that:
1.
I have reviewed this Annual Report on Form 10-K of CreditRiskMonitor.com, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: August 19, 2026
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By: /s/ Michael I. Flum | |
| Michael I. Flum | ||
| Chief Executive Officer and President | ||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Jennifer Gerold, certify that:
1.
I have reviewed this Annual Report on Form 10-K of CreditRiskMonitor.com, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: August 19, 2026
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By: /s/ Jennifer Gerold
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Jennifer Gerold
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Chief Financial Officer
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CreditRiskMonitor.com, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael I. Flum, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By: /s/ Michael I. Flum
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Michael I. Flum
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Chief Executive Officer and President
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August 19, 2026
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This certification is being furnished to the SEC with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CreditRiskMonitor.com, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jennifer Gerold, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By: /s/ Jennifer Gerold
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Jennifer Gerold
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Chief Financial Officer
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August 19, 2026
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This certification is being furnished to the SEC with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section.