Intellicheck, Inc 10-Q for FY2026 Q3
Intellicheck, Inc. (IDN)
10-Q
2026-11-12
For: 2026-09-30
View Original
Added on
November 12, 2026
About this 10-Q
Intellicheck, Inc filed this 10-Q on November 12, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.74M
- down 4.6% from $6.01M a year earlier
- Net income
- $471K
- up 62.4% from net income of $290K a year earlier
- Diluted EPS
- $0.02
- up 100.0% from $0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
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 No.: 001-15465
(Exact name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) (Zip Code) | ||||||||
Registrant’s telephone number, including area code: ( 516) 992-1900
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
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 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 and posted 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 and post 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 12, 2026, there were 20,418,350 shares of Common Stock, $0.001 par value, outstanding.
INTELLICHECK, INC.
Index
| Page | |||||
| 6 | |||||
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PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
INTELLICHECK, INC.
CONDENSED BALANCE SHEETS
(In thousands, except share and per share amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| PROPERTY AND EQUIPMENT, NET | |||||||||||
| GOODWILL | |||||||||||
| INTANGIBLE ASSETS, NET | |||||||||||
| OTHER ASSETS | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Total liabilities | |||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 10) | |||||||||||
| STOCKHOLDERS’ EQUITY: | |||||||||||
Preferred stock - $ | |||||||||||
Common stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to unaudited condensed financial statements.
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INTELLICHECK, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| REVENUES | $ | $ | $ | $ | |||||||||||||||||||
| COST OF REVENUES | ( | ( | ( | ( | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ||||||||||||||||||||||
| OTHER INCOME, NET | |||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Total other income, net | |||||||||||||||||||||||
| Net income (loss) before provision for income taxes | ( | ||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| PER SHARE INFORMATION | |||||||||||||||||||||||
| Income (loss) per common share - | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted average common shares used in computing per share amounts | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to unaudited condensed financial statements.
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INTELLICHECK, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except number of shares)
(Unaudited)
| Three months ended September 30, 2026 | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| BALANCE, June 30, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Stock-based compensation | – | – | – | ||||||||||||||||||||||||||
| Stock option exercises, net of cashless exercises | – | – | |||||||||||||||||||||||||||
| Issuance of shares for vested restricted stock grants | – | – | – | – | |||||||||||||||||||||||||
| Net income | – | – | – | ||||||||||||||||||||||||||
| BALANCE, September 30, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| BALANCE, June 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Stock-based compensation | – | – | – | ||||||||||||||||||||||||||
| Stock option exercises, net of cashless exercises | – | – | |||||||||||||||||||||||||||
| Issuance of shares for vested restricted stock grants | – | – | — | — | |||||||||||||||||||||||||
| Net income | – | – | – | ||||||||||||||||||||||||||
| BALANCE, September 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
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| Nine months ended September 30, 2026 | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| BALANCE, December 31, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Stock-based compensation | – | – | – | ||||||||||||||||||||||||||
| Stock option exercises, net of cashless exercises | – | – | |||||||||||||||||||||||||||
| Issuance of shares for vested restricted stock grants | – | – | – | – | |||||||||||||||||||||||||
| Net income | – | – | – | ||||||||||||||||||||||||||
| BALANCE, September 30, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| BALANCE, December 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Stock-based compensation | – | – | – | ||||||||||||||||||||||||||
| Stock option exercises, net of cashless exercises | – | ||||||||||||||||||||||||||||
| Issuance of shares for vested restricted stock grants | – | – | – | – | |||||||||||||||||||||||||
| Net loss | – | – | – | ( | ( | ||||||||||||||||||||||||
| BALANCE, September 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
See accompanying notes to unaudited condensed financial statements.
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INTELLICHECK, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Credit loss expense | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Decrease (Increase) in accounts receivable | ( | ||||||||||
| Increase in other current assets and other assets | ( | ( | |||||||||
| (Decrease) in accounts payable and accrued expenses | ( | ( | |||||||||
| (Decrease) Increase in deferred revenue | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Software development costs | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from exercises of stock options | |||||||||||
| Repayment of insurance financing arrangements | ( | ||||||||||
| Net cash provided by financing activities | |||||||||||
| Net increase in cash | |||||||||||
| CASH AND CASH EQUIVALENTS, beginning of period | |||||||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | ( | ||||||||
| Cash paid for income taxes | $ | $ | |||||||||
See accompanying notes to unaudited condensed financial statements.
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INTELLICHECK, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(All dollar amounts are rounded to thousands, except share and per share data)
(Unaudited)
1. NATURE OF BUSINESS
Business
Intellicheck, Inc. (the “Company” or “Intellicheck”) is a prominent technology company that is engaged in developing, integrating and marketing identity verification solutions to address challenges that include commercial retail and banking fraud prevention. Intellicheck’s products include solutions for preventing identity fraud across any industry delivered via smartphone, tablet, POS integration or other electronic devices. Intellicheck continues to develop and release innovative products based upon its rich patent portfolio consisting of ten (10 ) U.S. and one (1 ) Canadian patent.
Liquidity
For the nine months ended September 30, 2026, the Company realized a net income of $1,770 and generated cash from operations of $3,284 . As of September 30, 2026, the Company had cash and cash equivalents of $13,172 , working capital (defined as current assets minus current liabilities) of $13,525 and an accumulated deficit of $(131,440 ). Based on the Company’s business plan and cash resources, Intellicheck expects its existing cash and future resources and revenues generated from operations to satisfy its working capital requirements for at least the next 12 months from the date of issuance of these unaudited condensed financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary for a fair presentation of the Company’s financial position at September 30, 2026, the results of operations, and stockholders’ equity for the three and nine months ended September 30, 2026 and 2025 and cash flows for the nine months ended September 30, 2026 and 2025. All such adjustments are of a normal and recurring nature. Interim financial statements are prepared on a basis consistent with the Company’s annual financial statements. Results of operations for the three and nine months periods ended September 30, 2026, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2026.
The condensed balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements.
References in this Quarterly Report on Form 10-Q to “authoritative guidance” is to the Accounting Standards Codification ("ASC") issued by the Financial Accounting Standards Board (“FASB”).
For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard allows entities to apply a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The standard is effective for all the entities for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively. We adopted ASU 2025-05 in the first quarter of 2026
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and elected to apply the practical expedient provided in ASC 326-20-30-10C. The adoption did not have a material impact on our condensed financial statements and related disclosures.
Recently Issued Accounting Pronouncements
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. The amendment requires new financial statement disclosures to provide disaggregated information for certain types of expenses, including employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue, sales and marketing, and general and administrative expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the effect that the adoption of these standards will have on its financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software by replacing the previous stage-based model and aligning the capitalization process with current development practices, especially agile and iterative methods. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and may be applied prospectively, retrospectively, or using a modified transition approach. The Company is in the process of evaluating the impact of the adoption of this ASU on its financial statements.
Use of Estimates
The preparation of the Company’s unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s unaudited condensed financial statements and accompanying notes.
Significant estimates and assumptions that affect amounts reported in the unaudited condensed financial statements include impairment consideration and valuation of goodwill and intangible assets including software development costs, revenue recognition (including breakage revenue), the fair value of stock options granted under the Company’s equity compensation plan, and the valuation allowance of our deferred tax assets. Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates.
Research and Development
Research and development expenses are expensed as incurred and consist primarily of employee-related expenses (such as salaries, taxes, benefits and stock-based compensation), allocated overhead costs and outside services costs related to the development and improvement of the Company's SaaS applications.
Cash and Cash Equivalents
The Company classifies time deposits and other investments that are highly liquid and have maturities of three months or less at the date of purchase as cash equivalents. Our cash and cash equivalents consist of cash on deposit with banks, which is maintained with major financial institutions in the United States, and an investment in a government money market fund. The money market fund invests at least 99.5% of its total assets in cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury, and repurchase agreements secured by such obligations or cash. The money market fund seeks to maintain a constant net asset value of $1.00 per share and is rated AAAm by S&P Global Ratings and Aaa-mf by Moody’s Investors Service. Deposit accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, however amounts may exceed FDIC insured limits. The money market fund is not insured or guaranteed by the FDIC or any other government agency. The Company has not experienced any losses with regard to its bank accounts or its money market fund investment and does not believe it is exposed to significant credit risk on its cash and cash equivalents.
Accounts Receivable, Net
Accounts receivable are reported on the balance sheets at the outstanding principal amount adjusted for an allowance for credit losses and any charge offs. The Company has applied a loss rate method which takes historical data as the basis for calculating the allowance amount, together with the aging of outstanding receivables, current conditions, and
9
reasonable and supportable forecasts, as applicable. In estimating whether accounts receivable will be collected, the Company performs evaluations of customers and continuously monitors collections and payments and estimates an allowance for credit losses.
Property and Equipment, Net
Goodwill
Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Pursuant to ASC 350, Intangibles - Goodwill and Other, the Company tests goodwill for impairment on an annual basis in the fourth quarter on December 31, or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assesses qualitative factors to determine whether it is necessary to perform step one of the quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decreases in share price.
The Company performed its annual impairment test of goodwill in the fourth quarter for the year ended December 31, 2025. For the three and nine months ended September 30, 2026 and 2025, the Company did not recognize any impairment charges. The Company also evaluated whether the expected volume reductions and the decline in the Company’s share price during the third quarter of 2026 constituted a triggering event requiring an interim assessment of goodwill for impairment under ASC 350 as of September 30, 2026, and concluded that no such triggering event had occurred. In reaching this conclusion, the Company considered, among other factors, that its market capitalization as of September 30, 2026 substantially exceeded the carrying amount of its stockholders’ equity.
Intangible assets, net
Intangible assets include patents, copyrights, developed technology and capitalized software development costs. The Company amortizes these assets on a straight-line basis over their estimated useful lives, as it represents the pattern of economic benefits consumed. There were no
The Company capitalizes internal-use software costs which includes costs incurred in connection with the development of new software solutions and enhancements to existing software solutions that are expected to result in increased functionality. The costs incurred in the preliminary stages of development are expensed as incurred. Once the software has reached the application development stage, internal and external costs, if direct and incremental, are capitalized until the software is complete and available for its intended use. The Company evaluates the useful lives of these assets and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Long-Lived Assets and Impairment of Long-Lived Assets
The Company’s long-lived assets include property and equipment and intangible assets.
Advertising Costs
Advertising costs, which are expensed as incurred, were $215 and $78 for the nine months ended September 30, 2026 and 2025, respectively. Advertising costs were $54 and $32 for the three months ended September 30, 2026 and
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2025, respectively. These costs are recorded as a component of selling, general and administrative expenses within the condensed Statements of Operations.
Retirement Plan
The Company maintains a retirement savings 401(k) plan ("Retirement Plan"). The Retirement Plan permits eligible employees to make voluntary contributions to a trust, up to a maximum of 35 % of compensation, subject to certain limitations. The Company has elected to contribute a matching contribution equal to 100 % of the first 3 % and 50 % of the next 2 % of an eligible employee’s deferral election. The Company’s matching contributions were $109 and $65 for the nine months ended September 30, 2026 and 2025, respectively. The Company’s matching contributions were $3 and $36 for the three months ended September 30, 2026 and 2025, respectively. During the three months ended September 30, 2026 and the three and nine months ended September 30, 2025, funds from the Retirement Plan's forfeiture account were used to fund matching contributions in accordance with the terms of the Retirement Plan and as such, the Company recorded no expense in certain periods related to its retirement plans. These costs are recorded as a component of selling, general and administrative expenses within the condensed Statements of Operations.
Shipping Costs
The Company’s shipping and handling costs related to equipment sales are included in cost of revenues for all periods presented. All other shipping and handling costs are included as a component of selling, general and administrative expenses within the condensed Statements of Operations.
Sales Taxes
Sales and other taxes collected from customers and remitted to governmental authorities are presented on a net basis and thus excluded from revenues.
Income Taxes
Fair Value of Financial Instruments
The Company adheres to the provisions of ASC 820, Fair Value Measurement, which requires the Company to calculate the fair value of financial instruments and include this additional information in the notes to financial statements when the fair value of those financial instruments is different than the book value. The Company’s financial instruments include cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses. At September 30, 2026 and December 31, 2025, the carrying value of the Company’s financial instruments approximated fair value, due to their short-term nature.
FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).
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The three levels of the fair value hierarchy are as follows:
•Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. The Company's Level 1 assets consisted primarily of cash and cash equivalents totaling $ | ||
•Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. The Company had no Level 2 assets or liabilities as of September 30, 2026 and December 31, 2025. | ||
•Level 3—Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when the fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The Company had no Level 3 assets or liabilities as of September 30, 2026 and December 31, 2025. | ||
Revenue Recognition and Deferred Revenue
General
Most license fees and services revenue are generated from a combination of fixed-price and per-scan contracts. Under the per-scan revenue model, customers are charged a fee each time the customer scans an identity document, such as a driver’s license, with the Company’s software. Under the fixed-price revenue model customers are charged a fixed monthly fee either per device or physical business location to access the Company’s software. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company measures revenue based on the consideration specified in a customer arrangement, and revenue is recognized when the performance obligations in an arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as they are performed. The Company's performance obligations are satisfied over time, and as a result, the Company follows the right to invoice practical expedient meaning the Company may recognize revenue monthly as invoiced based on our contract terms.
The Company has an additional revenue model where customers purchase a predetermined number of transactions for the term of the contract. Customers are charged a fixed monthly fee for a set number of scans (fixed consideration), with any overages charged on a per scan basis (variable consideration). The Company estimates the amount of unused transactions at the end of each contract period and recognizes a portion of that revenue as breakage revenue each reporting period. If the Company expects the customer to use all transactions in the specified service period, the Company will recognize the transaction price as revenue in the specified service period as the promised units of service are transferred to the customer. Alternatively, if the Company expects that the customer cannot or will not use all transactions in the specified service period (referred to as “breakage”), the Company will recognize the estimated breakage amount as revenue ratably over the service period in proportion to the revenue that the Company will recognize for actual transactions used by the customer in the service period. We do not estimate the variable consideration at any point; rather we calculate and recognize the variable portion at the end of the contract term since these contracts are considered monthly due to the termination clauses included within them. The fixed and variable performance obligations are recognized monthly based on the contract terms.
The Company has an additional revenue model where customers purchase access to the Company's platform that includes a fixed, non-refundable annual access fee associated with a spend commitment that grants the customers stand-ready access to the platform. Revenue for this access is recognized ratably over the contract term, consistent with the nature of the stand-ready service.
Invoicing is based on schedules established in customer contracts. Payment terms are generally established from 30 to 60 days from the invoice date. Accordingly, the Company has determined that its contracts do not include a
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significant financing component. Product returns are estimated and recorded as a reduction to revenue, however, such amounts have been immaterial.
Nature of goods and services
The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each:
Software-as-a-Service (SaaS)
SaaS for hosted subscription services requires the Company to provide a stand-ready obligation and allows customers to access a set of data for a predetermined period of time. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time, under the fixed pricing model, based on the usage of the hosted subscription services, which can vary from month to month. Under the per-scan revenue model, the customer requires access to the Company's hosted subscription service but revenue is recognized over time as the customer scans an identity document.
Equipment Revenue
Revenue from the sale of equipment is recognized at a point in time. The point in time that the revenue is recognized is when the customer has control of the equipment, which is when the customer receives the benefit and the Company’s performance obligation has been satisfied. Depending on the contract terms, that could either be at the time the equipment is shipped or at the time the equipment is received.
Other Revenue
Other Revenues, which historically have not been material, consist primarily of revenues from other subscription and support services, and extended warranties. The Company’s revenues from other subscription and support services includes jurisdictional updates to certain commercial customers and support services. These subscriptions require continuing service or post contractual customer support and performance. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs. Accordingly, the revenue is recognized over time based on usage, which can vary from month to month. The revenue is typically based on a formula such as number of locations in a given month multiplied by a fee per location.
Extended warranty revenues are generated when a warranty is provided to the customer separately of other performance obligations when the equipment is sold. As the customer obtains access at a point in time and continues to have access for the remainder of the warranty term, the customer is considered to simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs. The related revenue is recognized ratably over the specified term of the warranty period. The extended warranty is separate from the Company’s standard warranty that it receives from its vendor, which is typically one year .
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Disaggregation of revenue
In the following tables, revenue is disaggregated by product and service and the timing of revenue recognition.
| For the Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Products and services | |||||||||||
| SaaS | $ | $ | |||||||||
| Equipment | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
| Timing of revenue recognition | |||||||||||
| Products transferred at a point in time | $ | $ | |||||||||
| Services transferred over time | |||||||||||
| $ | $ | ||||||||||
| For the Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Products and services | |||||||||||
| SaaS | $ | $ | |||||||||
| Equipment | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
| Timing of revenue recognition | |||||||||||
| Products transferred at a point in time | $ | $ | |||||||||
| Services transferred over time | |||||||||||
| $ | $ | ||||||||||
Contract balances
The deferred revenue at September 30, 2026 and December 31, 2025 was $1,630 and $1,661 , respectively, and primarily consists of revenue to be earned that is recognized over time for software license contracts and hosted subscription services. The changes in these balances are related to purchases of a predetermined number of transactions, partially offset by the satisfaction or partial satisfaction of these contracts. Of the December 31, 2025 balance, $1,615 was recognized as revenue in the nine months ended September 30, 2026. Accounts receivable, net of allowance for credit losses, at September 30, 2026 and December 31, 2025 was $2,688 and $3,365 , respectively. The allowance for credit losses at September 30, 2026 and December 31, 2025 was $157
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Transaction price allocated to the remaining performance obligations
The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period:
| Remainder 2026 | 2027 | 2028 | Total | ||||||||||||||||||||
| SaaS | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
All consideration from contracts with customers is included in the amounts presented above and is classified as a short term liability.
Business Concentrations and Credit Risk
Financial instruments, which subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company maintains cash with three financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions.
The Company’s sales are principally made to large retail customers, financial institutions concentrated in the United States of America and to U.S. government entities. The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for credit losses based upon factors surrounding the credit risk of customers, historical trends, and other market and economic information.
During the nine-month period ended September 30, 2026, the Company made sales to three customers that accounted for approximately 56 % of total revenues, 27 %, 16 % and 13 %, respectively, for each customer. The revenue was primarily associated with commercial identity sales customers. These three customers represented 53 % of total accounts receivable at September 30, 2026, 0 %, 42 %, and 11 %, respectively, for each customer. During the nine-month period ended September 30, 2025, the Company made sales to three customers that accounted for approximately 55 % of total revenues, 29 %, 17 % and 9 %, respectively for each customer. These three customers represented 62 % of total accounts receivable at September 30, 2025, 41 %, 16 %, and 5 %, respectively, for each customer.
The Company was previously informed by its customer representing 27 % of revenue for the nine months ended September 30, 2026, that, as part of a vendor-resilience initiative, the customer is evaluating, and continues to evaluate, transitioning certain identity verification use cases to an alternative vendor under a primary/secondary vendor architecture in which the Company will remain the primary provider for certain use cases and will retain secondary or failover roles for certain of the transitioned use cases. The first phase of the transition commenced June 30, 2026 and contributed to lower transaction volumes in the third quarter of 2026. The customer’s communicated plans indicate that, if the evaluation deems it prudent in their eyes to move to this resiliency initiative, its transaction volumes with the Company could be approximately 70 %–75 % below the volumes the customer processed with the Company before the transition began; the customer has indicated its plans are dependent on the alternative vendor’s performance and may be adjusted. The Company’s agreement with this customer is transaction-based and does not contain minimum purchase commitments. This customer accounted for approximately 23 % of total revenue for the three months ended September 30, 2026 and had no accounts receivable balance at that date. The Company concluded that the expected volume reductions were not an indicator of impairment of its long-lived assets as of September 30, 2026.
Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of outstanding options and restricted stock is reflected in diluted earnings per share by application of the treasury stock method. The calculation of diluted net
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loss per share excludes all anti-dilutive shares. In periods of a net loss, all common stock equivalents are considered anti-dilutive.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average common shares – | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Income (loss) per common share | |||||||||||||||||||||||
| Basic/Diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
The following table summarizes the common stock equivalents excluded from net income (loss) per diluted share because their effect would be anti-dilutive:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
Segment Information
The Company adheres to the provisions of ASC 280, Segment Reporting. The Chief Executive Officer, as the chief operating decision maker ("CODM"), reviews the financial information presented for purposes of allocating resources and evaluating its financial performance. The key measure that the CODM uses to allocate resources and in assessing performance is the Company's net income (loss). Accordingly, the Company has determined that it operates in a single reportable segment. All of the Company’s assets are located in the United States. Since the Company operates in one
3. CASH AND CASH EQUIVALENTS
Short-term investments include investments in U.S. treasury notes. Short-term investments with original maturities of approximately three months or less from the date of purchase are classified within cash and cash equivalents. Debt
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investments with original maturities at the date of purchase greater than approximately three months but less than one year are classified as short-term investments, as they represent the investment of cash available for current operations.
As of September 30, 2026 | |||||||||||||||||||||||
| Amortized cost | Gross unrealized holding gains | Gross unrealized holding losses | Estimated fair value | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | — | $ | — | $ | |||||||||||||||||
Total cash and cash equivalents | $ | $ | — | $ | — | $ | |||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Amortized cost | Gross unrealized holding gains | Gross unrealized holding losses | Estimated fair value | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | — | $ | — | $ | |||||||||||||||||
Total cash and cash equivalents | $ | $ | — | $ | — | $ | |||||||||||||||||
4. PROPERTY AND EQUIPMENT, NET
Property and equipment, net is summarized as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Computer equipment and software | $ | $ | |||||||||
| Furniture and fixtures | |||||||||||
| Office equipment | |||||||||||
| Less – Accumulated depreciation | ( | ( | |||||||||
| $ | $ | ||||||||||
Depreciation expense for the nine months ended September 30, 2026 and 2025 amounted to $150 and $144 , respectively. Depreciation expense for the three months ended September 30, 2026 and 2025 amounted to $48 and $49 , respectively.
5. INTANGIBLE ASSETS, NET
The changes in the carrying amount of intangible assets, net for the nine months ended September 30, 2026 were as follows:
| Net balance at December 31, 2025 | $ | ||||
| Addition | |||||
| Deduction: Amortization expense | ( | ||||
| Net balance at September 30, 2026 | $ | ||||
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The following tables set forth the components of intangible assets as of September 30, 2026 and December 31, 2025:
| As of September 30, 2026 | |||||||||||||||||||||||
| Estimated Useful Life | Adjusted Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||
| Patents and copyrights | $ | $ | ( | $ | |||||||||||||||||||
| Developed technology | ( | ||||||||||||||||||||||
| Software development | $ | $ | ( | $ | |||||||||||||||||||
| $ | $ | ( | $ | ||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Estimated Useful Life | Adjusted Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||
| Patents and copyrights | $ | $ | ( | $ | |||||||||||||||||||
| Developed technology | ( | ||||||||||||||||||||||
| Software development | $ | $ | ( | ||||||||||||||||||||
| $ | $ | ( | $ | ||||||||||||||||||||
The following summarizes amortization of intangible assets included in the accompanying condensed Statements of Operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
The Company's estimated future amortization expense for intangible assets as of September 30, 2026 is as follows:
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| $ | |||||
6. DEBT
As of September 30, 2026 and December 31, 2025, the Company had no outstanding debt, borrowings, or credit facilities. As of September 30, 2026 and December 31, 2025, the Company had no revolving credit facility or term loan in place.
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7. ACCRUED EXPENSES
Accrued expenses are comprised of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Professional fees | $ | $ | |||||||||
| Payroll and related | |||||||||||
| Incentive bonuses | |||||||||||
| Sales tax accrual and other | |||||||||||
| $ | $ | ||||||||||
8. INCOME TAXES
The Company maintains a full valuation allowance against its deferred tax assets, as management has concluded that it is not more‑likely‑than‑not that such assets will be realized. Although the Company generated pretax income during the current quarter, no income tax expense has been recognized, as the tax effect of current‑period taxable income is fully offset by the valuation allowance. The Company evaluates the realizability of its deferred tax assets each reporting period based on all available evidence, including historical operating results and expectations of future taxable income. Although the Company has returned to profitability, management has concluded that a full valuation allowance against its deferred tax assets continues to be appropriate as of September 30, 2026. If the Company continues to generate sustained profitability, management may conclude in a future period that some or all of the valuation allowance is no longer necessary. Any such release would result in the recognition of a non-cash income tax benefit that could be material to the Company's results of operations in the period of release. Our available net operating loss (“NOL”) as of December 31, 2025 was approximately $30,520 , of which $10,892 expires between 2035 and 2037. The remaining $19,628 was generated after 2017 and may be carried forward indefinitely, subject to an annual limitation of 80% of taxable income under the Tax Cuts and Jobs Act of 2017.
The Company also had state NOL carryforwards of approximately $3,670 as of December 31, 2025, which expire at various dates depending on the jurisdiction.
The Company had federal research and development tax credit carryforwards of approximately $682 as of December 31, 2025, which expire at various dates through 2041 if not utilized.
9. STOCKHOLDERS' EQUITY
Stock-based Compensation
To retain and attract qualified personnel necessary for the success of the Company, the Company adopted the 2025 Omnibus Incentive Plan (the “Plan”) covering up to 2,000,000 of the Company’s common shares, pursuant to which officers, directors, key employees and consultants to the Company are eligible to receive incentive stock options, nonqualified stock options and restricted stock units. All the equity compensation plans prior to the Plan have been closed. The Compensation Committee of the Board of Directors administers this Plan and determines the terms and conditions of stock options granted, including the exercise price. The Plan generally provides that all stock options will expire within ten years of the date of grant. Incentive stock options granted under the Plan must be granted at an exercise price that is not less than the fair market value per share at the date of the grant and the exercise price must not be less than 110 % of the fair market value per share at the date of the grant for grants to persons owning more than 10 % of the voting stock of the Company. The Plan also entitles non-employee directors to receive grants of non-qualified stock options and restricted stock units as approved by the Board of Directors.
The Company accounts for the issuance of stock-based awards to employees and non-employee directors in accordance with ASC Topic 718, Compensation - Stock Compensation, which requires that the cost resulting from all stock-based compensation payment transactions be recognized in the financial statements. This pronouncement establishes fair value as the measurement objective in accounting for stock-based compensation payment arrangements and requires all
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companies to apply a fair value based measurement method in accounting for all stock-based compensation payment transactions with employees. All stock-based compensation is included in operating expenses as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Compensation cost recognized: | |||||||||||||||||||||||
| Selling, general and administrative | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Stock Options
The Company uses the Black-Scholes option pricing model to value the options on the grant date. The table below presents the weighted average expected life of the stock options in years. The Company uses the simplified method for all stock options to estimate the expected life of the option and assumes that stock options will be exercised evenly over the period from vesting until the awards expire. Volatility is determined using changes in historical stock prices. The interest rate for periods within the expected life of the award is based on U.S. Treasury yield curve in effect on the grant date. Options, generally, vest from one year to four years . The compensation expense is recognized over the requisite service period on a straight-line basis, reduced by forfeitures as they occur.
Stock option activity under the Plan during the period indicated below is as follows:
| Number of Shares Subject to Issuance | Weighted- average Exercise Price | Weighted- average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding at December 31, 2025 | $ | $ | |||||||||||||||||||||
| Granted | – | – | |||||||||||||||||||||
| Forfeited, cancelled, or expired | ( | – | – | ||||||||||||||||||||
| Exercised | ( | — | — | ||||||||||||||||||||
| Outstanding at September 30, 2026 | $ | $ | |||||||||||||||||||||
| Exercisable at September 30, 2026 | $ | $ | |||||||||||||||||||||
The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they all exercised their options on September 30, 2026. This amount changes based upon the fair market value of the Company’s stock.
Restricted Stock Units (RSUs)
The Company periodically issues RSUs which are equity-based instruments that are settled in shares of common stock of the Company. The Company issues RSUs to certain directors as compensation.
The compensation expense incurred by the Company for RSUs is based on the closing market price of the Company’s common stock on the date of grant, is amortized on a straight-line basis over the requisite service period and
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charged to operating expenses with a corresponding increase to additional paid-in capital, reduced by forfeitures when they occur.
RSU activity during the period indicated below is as follows:
| Number of RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested and settled in shares | ( | ||||||||||
| Outstanding at September 30, 2026 | $ | ||||||||||
As of September 30, 2026, there was approximately $2,203 of total unrecognized compensation costs, related to all unvested stock options and RSUs. These costs are expected to be recognized as compensation expense over a weighted-average period of approximately 2.18 years.
The Company had 1,301,001 shares available for future grants under the Company's equity compensation plans at September 30, 2026.
10. COMMITMENTS AND CONTINGENCIES
Leases
The Company leases an office in Melville, New York, on a month-to-month basis. Rent expense, which includes utilities, was $10 and $4 for the three months ended September 30, 2026 and 2025, respectively, and $20 and $18 for the nine months ended September 30, 2026 and 2025, respectively, and is included in selling, general and administrative expenses on the condensed Statements of Operations.
Loss Contingencies and Legal Costs
The Company accrues loss contingencies that are believed to be probable and can be reasonably estimated. As events evolve during the administration and litigation process and additional information becomes known, the Company reassesses its estimates related to loss contingencies. Legal costs are expensed in the period in which the costs are incurred.
Legal Proceedings
The Company is not aware of any infringement by our products or technology on the proprietary rights of others.
From time to time, the Company may be involved in lawsuits, claims, investigations and proceedings, consisting of intellectual property, commercial, employment and other matters, which arise in the ordinary course of business. In accordance with GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, ruling, advice of legal counsel and other information and events pertaining to a particular case. Litigation is inherently unpredictable. If any unfavorable ruling was to occur in any specific period or if a loss becomes probable and estimable, there exists the possibility of a material adverse impact on the Company’s results of operations, financial position or cash flows. As of September 30, 2026, no material amounts are recorded related to legal proceedings on the balance sheets.
The Company received a class action complaint on January 8, 2026, in an action pending in the United States District Court for the Northern District of Illinois, alleging that the Company collected biometric information from users in Illinois in violation of the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”). The matter is in discovery. The Company does not currently believe that a material loss is probable, and the Company is not able to
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estimate a reasonably possible loss or range of loss at this time. As such, the Company has not recognized a liability and intends to fully defend the matter.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (All dollar amounts are rounded to thousands, except shares and per share data)
Forward Looking Statements
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly statements anticipating future growth in revenues, income (loss) from operations and cash flow. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances, and the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. References made in this Quarterly Report on Form 10-Q to “we,” “our,” “us,” “Intellicheck,” or the “Company,” refer to Intellicheck, Inc.
The following discussion and analysis of our financial condition and results of operations constitutes management’s review of the factors that affected our financial and operating performance for the three and nine months ended September 30, 2026. This discussion should be read in conjunction with the financial statements and notes thereto contained elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2025.
Overview
We are a prominent technology company engaged in developing, integrating and marketing identity verification solutions to address challenges that include commercial retail and banking fraud prevention. Our products include solutions for preventing identity fraud across any industry delivered via smartphone, tablet, POS integration or other electronic devices.
Recent Developments — Customer’s Multi-Vendor Transition.
One of our customers, representing 27% of total revenue for the first nine months of 2026, informed us that, as part of a vendor-resilience initiative, it is adopting a primary/secondary vendor architecture under which an alternative vendor is expected to become the primary provider for certain identity verification use cases. We will remain the primary provider for certain other use cases and will retain secondary or failover roles for certain of the transitioned use cases. This customer accounted for approximately 23% of our total revenue for the three months ended September 30, 2026 and approximately 31% for the year ended December 31, 2025.
The customer’s communicated plans contemplate that, once implemented, our transaction volumes with this customer would be approximately 70–75% below the volumes the customer processed with us before the transition began, with implementation scheduled to proceed on a phased basis through the third quarter of 2026. As of the date of this report, the customer has not provided us with a complete update on the status of its implementation and has continued to describe the transition to us as an evaluation. Our transaction volumes with this customer declined approximately 35% in the third quarter of 2026 compared to the third quarter of 2025. Since mid-September 2026, our daily transaction volumes with this customer have been approximately 65% to 75% below prior-year levels and, through November 9, 2026, have remained at approximately that level, consistent with the reduction contemplated by the customer’s communicated plan. The timing and extent of future reductions remain uncertain, and we believe may be affected by a number of factors, including the performance of the alternative vendor, the customer’s evolving operational requirements and any adjustments the customer may make to its current plans. Accordingly, actual transaction volumes may be higher or lower than the levels indicated by the customer’s current plans. We expect the transition to materially reduce our revenue in future periods. Assuming the customer implements its current plan substantially as communicated and no volumes are added above the levels reflected in that plan, we currently expect total revenue for the year ending December 31, 2026 to decline compared to 2025. These expectations are based on the customer’s current communicated plan and its indicated implementation schedule and are subject to change based on actual transaction volumes and other developments. The volume reductions observed to date have been consistent with the customer’s plan, and we remain engaged with the customer in ongoing discussions regarding current services and potential future business opportunities. We expect to continue to be an important vendor to the customer. Notwithstanding the anticipated decline, we currently expect to remain profitable on a net income basis, and to generate positive Adjusted EBITDA, for the year ending December 31, 2026.
These expectations are forward-looking statements subject to the risks described in Part II, Item 1A, including the risks that the customer’s transition proceeds faster, extends further or results in greater volume reductions than its current
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plans indicate; that use cases for which we remain the primary provider are subsequently transitioned; that any retained or restored volumes are at lower levels or pricing than anticipated; that certain transitioned use cases do not retain us in a secondary or failover role or generate little or no transaction volume.
Critical Accounting Policies and the Use of Estimates
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Significant estimates and assumptions that affect amounts reported in the financial statements include impairment consideration and valuation of goodwill and intangible assets including software development costs, revenue recognition (including breakage revenue), the fair value of stock options under our stock-based compensation plans and the valuation allowance of our deferred tax assets. Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates.
Recent Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard allows entities to apply a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The standard is effective for all the entities for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively. We adopted ASU 2025-05 in the first quarter of 2026. The adoption did not have a material impact on our condensed financial statements and related disclosures.
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. The amendment requires new financial statement disclosures to provide disaggregated information for certain types of expenses, including employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue, sales and marketing, and general and administrative expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the effect that the adoption of these standards will have on its financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software by replacing the previous stage-based model and aligning the capitalization process with current development practices, especially agile and iterative methods. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and may be applied prospectively, retrospectively, or using a modified transition approach. The Company is in the process of evaluating the impact of the adoption of this ASU on its financial statements.
Revenue Recognition and Deferred Revenue
SaaS fees and service revenue are generated from a combination of fixed-price and per-scan contracts. Under the per-scan revenue model, customers are charged a fee each time the customer scans an identity document, such as a driver’s license, with the Company’s software. Under the fixed-price revenue model customers are charged a fixed monthly fee either per device or physical business location to access the Company’s software. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company measures revenue based on the consideration specified in a customer arrangement, and revenue is recognized when the performance obligations in an arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as they are performed. The Company's performance obligations are satisfied over time, and as a result, the Company may follow the right to invoice practical expedient meaning we recognize revenue monthly as invoiced based on our contract terms. Reference Note 2, “Significant Accounting Policies,” in the Notes to Unaudited Condensed Financial Statements for additional details on the Company’s recognized and deferred revenue.
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Stock-Based Compensation
We account for the issuance of stock-based compensation awards to employees in accordance with ASC 718, Compensation – Stock Compensation, which requires that the cost resulting from all stock-based compensation payment transactions be recognized in the financial statements. This pronouncement establishes fair value as the measurement objective in accounting for stock-based compensation payment arrangements and requires all companies to apply a fair value-based measurement method in accounting for all stock-based compensation payment transactions with employees. Reference Note 9, “Stockholders' Equity,” in the Notes to Unaudited Condensed Financial Statements for details on the Company’s stock-based compensation plans.
Valuation of long-lived assets
Our long-lived assets subject to ASC 360 include property and equipment and finite-lived intangible assets. Goodwill is separately evaluated for impairment under ASC 350. As of September 30, 2026, the balances of property and equipment, goodwill and intangible assets, all net of accumulated depreciation and amortization, were $311, $8,102 and $1,660, respectively. As of December 31, 2025, the balances of property and equipment, goodwill and intangible assets, all net of accumulated depreciation and amortization, were $394, $8,102 and $2,077, respectively. Reference Note 2, “Significant Accounting Policies”; Note 4, “Property and Equipment, Net”; and Note 5, “Intangible Assets, net” in the Notes to Financial Statements of the December 31, 2025 audited financial statements for details on the Company’s valuations of our long-lived assets.
Internal Use Capitalized Software
We capitalize certain costs related to the development of our platform and other software applications for internal use. In accordance with authoritative guidance, we begin to capitalize our costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. We stop capitalizing these costs when the software is substantially complete and ready for its intended use, including the completion of all significant testing. These costs are amortized on a straight-line basis over the estimated useful life of the related asset. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditure will result in additional functionality and expense costs incurred for maintenance and minor upgrades and enhancements. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded within research and development expenses in the statements of operations. We exercise judgment in determining the point at which various projects may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized.
The above listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles, with no need for management’s judgment in their application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.
Results of Operations
(All dollar amounts are rounded to thousands, except share and per share data)
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2026
TO THE THREE MONTHS ENDED SEPTEMBER 30, 2025
Revenues for the three months ended September 30, 2026 decreased $275, or 5%, to approximately $5,739 compared to $6,014 for the same period of 2025. The decrease in revenues is primarily the result of lower transaction volumes and lower non-recurring engineering revenue, which is included in other revenue. SaaS revenue, which consists of software licensed as a service on a subscription basis, decreased $147 or 3% to $5,721 for the three months ended September 30, 2026 compared to $5,868 for the same period of 2025. Other revenue decreased $122 to $17 for the three months ended September 30, 2026 compared to $139 for the same period of 2025, due to the timing of non-recurring engineering work.
Gross profit decreased $226, or 4%, to $5,217 for three months ended September 30, 2026 from $5,443 for the same period of 2025. Our gross profit, as a percentage of revenues, was 91% and 91% for the three months ended September 30, 2026 and 2025, respectively.
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Operating expenses, which consist of selling, general and administrative and research and development expenses, decreased $355, or 7%, to $4,850 for the three months ended September 30, 2026 compared to $5,205 for the same period of 2025. The decrease in operating expenses is primarily the result of lower research and development expenses and a lower headcount in the three-month period ended September 30, 2026.
As a result of the factors noted above, the Company had a net income of $471 for the three months ended September 30, 2026 as compared to a net income of $290 for the three months ended September 30, 2025.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2026
TO THE NINE MONTHS ENDED SEPTEMBER 30, 2025
Revenues for the nine months ended September 30, 2026 increased $1,173, or 7%, to approximately $17,204 compared to $16,031 for the same period of 2025. The increase in revenues is primarily the result of higher SaaS revenue for the current period. SaaS revenue, which consists of software licensed as a service on a subscription basis, increased $1,339 or 8% to $17,155 for the nine months ended September 30, 2026 compared to $15,816 for the same period of 2025.
Gross profit increased $1,231, or 9%, to $15,666 for nine months ended September 30, 2026 from $14,435 for the same period of 2025. Our gross profit, as a percentage of revenues, was 91% and 90% for the nine months ended September 30, 2026 and 2025, respectively.
Operating expenses, which consist of selling, general and administrative and research and development expenses, decreased $659, or 4%, to $14,184 for the nine months ended September 30, 2026 compared to $14,843 for the same period of 2025. The decrease in operating expenses is primarily the result of lower research and development expenses and a lower headcount in the nine-month period ended September 30, 2026.
As a result of the factors noted above, the Company had a net income of $1,770 for the nine months ended September 30, 2026 as compared to a net loss of $(279) for the nine months ended September 30, 2025.
Liquidity and Capital Resources
As of September 30, 2026, we had cash and cash equivalents of $13,172, working capital (defined as current assets minus current liabilities) of $13,525, total assets of $26,954 and stockholders’ equity of $23,599.
During the nine months ended September 30, 2026, we generated cash of $3,284 in operating activities as compared to net cash of $2,147 generated from operating activities in the nine months ended September 30, 2025. Cash used in investing activities was $(67) for the nine months ended September 30, 2026 compared to cash used in investing activities of $(254) for the nine months ended September 30, 2025. Cash provided by financing activities was $305 for the nine months ended September 30, 2026 compared to net cash of $664 provided by financing activities for the nine months ended September 30, 2025.
We currently anticipate that our available cash and expected cash from operations will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months from the date of this report.
We keep the option open to raise additional funds to respond to business contingencies which may include the need to fund more rapid expansion, fund additional marketing expenditures, develop new markets for our technology, enhance our operating infrastructure, respond to competitive pressures, or acquire complementary businesses or necessary technologies. There can be no assurance that we will be able to secure the additional funds when needed or obtain such on terms satisfactory to us, if at all.
The specific terms of any future offering, including the prices and use of proceeds, will be determined at the time of any such offering and will be described in detail in a prospectus supplement which will be filed with the SEC at the time of the offering.
We are not currently involved in any legal or regulatory proceeding, or arbitration, the outcome of which is expected to have a material effect on our business.
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Net Operating Loss Carry Forwards
Our available net operating loss (“NOL”) as of December 31, 2025 was approximately $30,520, of which $10,892 expires between 2035 and 2037. The remaining $19,628 was generated after 2017 and may be carried forward indefinitely, subject to an annual limitation of 80% of taxable income under the Tax Cuts and Jobs Act of 2017.
Use of Non-GAAP Measures
Adjusted Gross Profit
We use Adjusted Gross Profit as a non-GAAP financial performance measurement. Adjusted Gross Profit is calculated by adjusting gross profit for the reduction of amortization expense. Adjusted Gross Profit is provided to investors to supplement the results of operations reported in accordance with GAAP. We believe Adjusted Gross Profit is important because it focuses on the current operating performance, as amortization expense does not accurately reflect the current costs required to maintain the operational usage of our service. Rather, amortization expense reflects the allocation of historical software development costs over their estimated useful lives.
As an indicator of our operating performance, Adjusted Gross Profit should not be considered an alternative to, or more meaningful than, gross profit as determined in accordance with GAAP. Our Adjusted Gross Profit may not be comparable to a similarly titled measure of another company because other entities may not calculate Adjusted Gross Profit in the same manner.
The reconciliation of GAAP gross profit to Non-GAAP Adjusted Gross Profit is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenues | $ | 5,739 | $ | 6,014 | $ | 17,204 | $ | 16,031 | |||||||||||||||
Cost of revenues, exclusive of amortization | 386 | 434 | 1,128 | 1,234 | |||||||||||||||||||
| Amortization allocable to cost of revenues | 136 | 137 | 410 | 362 | |||||||||||||||||||
Gross profit | 5,217 | 5,443 | 15,666 | 14,435 | |||||||||||||||||||
| Add: | |||||||||||||||||||||||
| Amortization allocable to cost of revenues | 136 | 137 | 410 | 362 | |||||||||||||||||||
Adjusted gross profit | 5,353 | 5,580 | 16,076 | 14,797 | |||||||||||||||||||
| Gross profit as a percentage of revenues | 90.9 | % | 90.5 | % | 91.1 | % | 90.0 | % | |||||||||||||||
Adjusted gross profit as a percentage of revenues | 93.3 | % | 92.8 | % | 93.4 | % | 92.3 | % | |||||||||||||||
Adjusted EBITDA
We use Adjusted EBITDA as a non-GAAP financial performance measurement. Adjusted EBITDA is calculated by adjusting net income (loss) for certain reductions such as interest and other income, provisions for income taxes, depreciation, amortization and stock-based compensation expense. Adjusted EBITDA is provided to investors to supplement the results of operations reported in accordance with GAAP. Management believes that Adjusted EBITDA provides an additional tool for investors to use in comparing our financial results with other companies that also use Adjusted EBITDA in their communications to investors. By excluding non-cash charges such as amortization, depreciation and stock-based compensation, as well as non-operating charges for interest and provisions for income taxes, investors can evaluate our operations and can compare the results on a more consistent basis to the results of other companies. In addition, Adjusted EBITDA is one of the primary measures management uses to monitor and evaluate financial and operating results.
We consider Adjusted EBITDA to be an important indicator of our operational strength and performance of our business and a useful measure of our historical operating trends. However, there are significant limitations to the use of
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Adjusted EBITDA since it excludes interest and other income, provisions for income taxes, stock-based compensation expense, all of which impact our profitability, as well as depreciation and amortization related to the use of long-term assets which benefit multiple periods. We believe that these limitations are compensated by providing Adjusted EBITDA only with GAAP net income (loss) and clearly identifying the difference between the two measures. Consequently, Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss) presented in accordance with GAAP. Adjusted EBITDA as defined by us may not be comparable with similarly named measures provided by other companies.
The reconciliation of GAAP net income (loss) to Non-GAAP Adjusted EBITDA is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | 471 | $ | 290 | $ | 1,770 | $ | (279) | |||||||||||||||
| Reconciling items: | |||||||||||||||||||||||
Other income, net | (104) | (52) | (288) | (129) | |||||||||||||||||||
| Depreciation and amortization | 187 | 189 | 568 | 513 | |||||||||||||||||||
| Stock-based compensation | 338 | 204 | 827 | 583 | |||||||||||||||||||
| Adjusted EBITDA | $ | 892 | $ | 631 | $ | 2,877 | $ | 688 | |||||||||||||||
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet financing arrangements and have not established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2026. We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026 at the reasonable assurance level.
Limitations on Effectiveness of Controls.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.
Changes in Internal Control over Financial Reporting
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There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II - Other Information
Item 1. LEGAL PROCEEDINGS
While we are not currently involved in any legal proceedings that we believe will have a material adverse effect on our financial position or results of operations, from time-to-time we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. The Company’s management believes, based on current information, matters currently pending or threatened are not expected to have a material adverse effect on the Company’s financial position or results of operations. See Note 10, “Commitments and Contingencies,” in the Notes to Unaudited Condensed Financial Statements for a description of the pending class action alleging violations of BIPA.
Item 1A. RISK FACTORS
In addition to the other information set forth in this report, investors should carefully consider the factors discussed under Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2025 (the “2025 Annual Report”). These factors could have a material adverse effect on our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report.
There have been no material changes to the risk factors described in Part I, Item 1A, “Risk Factors,” included in our 2025 Annual Report, except as set forth below.
There have been no material changes to the risk factors described in Part I, Item 1A, “Risk Factors,” included in our 2025 Annual Report, except as set forth below.
Geopolitical instability, sanctions regimes, energy market volatility, and resulting macroeconomic pressures could increase our operating costs and adversely affect demand for our services.
While we do not operate internationally or maintain direct exposure to conflict zones, our business may be indirectly affected by geopolitical instability through several channels. Export controls, trade restrictions, and economic sanctions imposed in response to international conflicts could limit our ability to procure hardware, software components, or services from affected vendors or geographies, potentially increasing our costs or requiring us to qualify alternative suppliers. In addition, geopolitical disruptions have contributed to volatility in energy markets and data-center operating costs, which may affect the pricing and availability of the cloud infrastructure on which our platform depends.
Beyond our own cost structure, geopolitical instability and the inflationary pressures it can generate may adversely affect the businesses of our customers. Our revenue is driven in part by transaction volumes — the number of identity verifications our customers perform in connection with their own commercial activity. If inflationary conditions reduce consumer spending, tighten credit availability, or otherwise slow the business activity of our retail, financial services, or other commercial customers, the volume of transactions processed through our platform could decline, which would negatively affect our revenues. Although we do not currently anticipate material near-term impacts from these conditions, there can be no assurance that future geopolitical developments or sustained inflationary pressures will not adversely affect our vendor relationships, operating costs, customer transaction volumes, or ability to deliver services.
A significant portion of our revenue is concentrated among a limited number of customers; our customer representing 27% of revenue for the first nine months of 2026 has begun transitioning certain use cases to an alternative vendor under a multi-vendor architecture, and the pace, extent and duration of the resulting volume reductions are uncertain.
As previously disclosed under Risk Factors in the Annual Report for the year ended December 31, 2025 and 2024, our top ten customers accounted for approximately 77% and 71% of our total revenues for such years, respectively, and one customer accounted for approximately 31% of our total revenues for the year ended December 31, 2025. This customer has informed us that, as part of a vendor-resilience initiative, it is adopting a primary/secondary vendor architecture under which an alternative vendor is expected to become the primary provider for certain identity verification use cases, while we will remain the primary provider for certain other use cases and will retain secondary or failover roles for certain of the transitioned use cases. The customer’s communicated plans contemplate that, once implemented, our transaction volumes with this customer would be approximately 70–75% below the volumes the customer processed with us before the transition began, and the customer has not provided us with a complete update on the status of its implementation and has continued to describe the transition to us as an evaluation. The customer has indicated that its plans may be adjusted, and
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we cannot predict the pace, extent, or duration of the customer’s transition or the resulting effect on transaction volumes. For a discussion of transaction volumes with this customer to date, see Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
Insider Adoption or Termination of Trading Arrangements:
During the three-months ended September 30, 2026, none of our directors or officers informed us of the adoption termination
Separation Agreement with Former Chief Technology Officer
On October 22, 2026, the Company entered into a Separation Agreement and Release of Claims (the “Separation Agreement”) with Jonathan Robins, its former Chief Technology Officer, whose employment ended on October 16, 2026. The agreement follows the transition arrangements described in the Company’s Current Report on Form 8-K filed on July 22, 2026.
Subject to timely election of COBRA continuation coverage and the other conditions of the Separation Agreement, the Company will reimburse medical, dental and vision premiums paid by Mr. Robins for him and his eligible dependents from November 1, 2026 through February 28, 2027. In consideration of his agreement to keep the terms of the Separation Agreement confidential, the Company will reimburse such premiums for March 2027, provided that he does not timely revoke his confidentiality preference, subject to certain conditions. The separation benefits are subject to timely execution and non-revocation of the Separation Agreement and compliance with its terms.
The Separation Agreement also provides for transition cooperation for 12 months and cooperation in employment-related investigations and proceedings. The first three cooperation hours each month are uncompensated, with additional time requested and approved in writing in advance payable at $200 per hour, subject to specified limitations, plus reimbursement of reasonable, preapproved expenses. The agreement includes a release of claims, confidentiality and limited mutual two-year non-disparagement obligations, subject to specified exceptions, and preserves surviving obligations under Mr. Robins’s existing restrictive covenant agreement.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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Item 6. EXHIBITS
(a)The following exhibits are filed as part of the Quarterly Report on Form 10-Q:
| Exhibit No. | Description | |||||||
| 10.1*# | ||||||||
| 10.2*# | ||||||||
31.1* | ||||||||
31.2* | ||||||||
| 32** | ||||||||
101.INS* | XBRL Instance Document | |||||||
101.SCH* | XBRL Taxonomy Extension Schema | |||||||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase | |||||||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase | |||||||
101.LAB* | XBRL Taxonomy Extension Label Linkbase | |||||||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase | |||||||
104* | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
*Filed herewith.
**Furnished herewith.
# Denotes a management contract or compensatory plan, contract or arrangement.
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Signatures
Pursuant to the requirements 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.
| Date: | November 12, 2026 | INTELLICHECK, INC. | |||||||||
| By: | /s/ Bryan Lewis | ||||||||||
| Bryan Lewis | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| By: | /s/ Adam Sragovicz | ||||||||||
| Adam Sragovicz | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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MEMORANDUM OF UNDERSTANDING TO: JONATHAN ROBINS FROM: BRYAN LEWIS SUBJECT: SEPARATION FROM INTELLICHECK DATE: JULY 16, 2026 CC: PERSONNEL FILE This Memorandum of Understanding documents your agreement with Intellicheck, on the following terms regarding the separation of your employment from Intellicheck: • Effective Saturday, July 18, 2026, you will be placed on unpaid leave. • You will remain on unpaid leave from Saturday, July 18, 2026, through Friday, October 16, 2026. Your company healthcare benefits (Medical, Dental, Vision, Short-Term Disability, Long-Term Disability and Life Insurance) will continue during this period, and Intellicheck will pay the entire cost of these benefits during this period. • Friday, October 16, 2026, will be your final day of employment with Intellicheck. Your Intellicheck employment will terminate at the close of business on Friday, October 16, 2026. Your health coverage will end on October 31, 2026. • You intend to elect COBRA continuation coverage of your company healthcare benefits beginning November 1, 2026 through March 31, 2026. If you timely elect COBRA continuation coverage for this period, Intellicheck will pay the entirety of the cost for COBRA continuation coverage for this period. • You agree and promise to waive and release all claims permitted by applicable law arising out of or relating to your employment with Intellicheck. You will execute a separation agreement waiving and releasing all such claims on or about your final date of employment with Intellicheck. Please sign and date where indicated below to confirm your agreement to these terms and to this Memorandum of Understanding. ________________________ July ____, 2026 Jonathan Robins ________________________ July ____, 2026 Bryan Lewis 18
Page 1 of 12 SEPARATION AGREEMENT AND RELEASE OF CLAIMS This Separation Agreement and Release of Claims (“Agreement”) is entered into by Jonathan Robins (“Employee”) and Intellicheck, Inc. (“Company”), who agree as follows: WHEREAS, Employee’s last day of employment with Company was October 16, 2026 (the “Separation Date”); WHEREAS, the Company is willing to provide Employee certain separation benefits in exchange for a release of claims and other commitments. NOW THEREFORE, intending to be legally bound and for good and valuable consideration, Company and Employee agree as follows: 1. RECITALS. The foregoing recitals are true and correct and incorporated herein. 2. SEPARATION FROM COMPANY; COOPERATION. Employee represents that, up through the Separation Date, Employee has fully complied with all Employee’s obligations to Company and given best efforts to cooperating with and assisting Company in relation to Employee’s separation of employment and the transition of job duties and work responsibilities. Employee will claim no further right to employment with Company beyond the Separation Date. Following the Separation Date, Employee will reasonably cooperate with Company, at mutually convenient times that do not unreasonably interfere with Employee’s subsequent employment or business activities, (a) during the twelve (12) month period following the Separation Date, in the transition of Employee’s former job duties and responsibilities, including by responding to reasonable inquiries regarding Company’s technology, systems, and products, and (b) in connection with any pending or future investigation, litigation, arbitration, or administrative or regulatory proceeding relating to matters of which Employee has knowledge as a result of Employee’s employment with Company, including by making Employee reasonably available for interviews with Company’s counsel and to provide truthful testimony. The twelve (12) month limitation in clause (a) does not apply to clause (b). Company will reimburse Employee for reasonable, pre- approved out-of-pocket expenses Employee incurs in providing such cooperation. Each calendar month, the first three (3) hours of cooperation Employee provides under this Section 2, in the aggregate across clauses (a) and (b), will be provided without additional compensation (the “Monthly Allowance”), and unused hours of the Monthly Allowance will not carry forward to any later month. Company will pay Employee at the rate of $200 per hour for cooperation time in excess of the Monthly Allowance, provided that Company requested and approved such excess time in writing (e-mail being sufficient) before Employee performed it. Employee will submit a monthly invoice describing the time spent and the cooperation provided, and Company will pay each undisputed invoice within thirty (30) days after receipt. With respect to clause (b), compensable time includes time Employee spends preparing for and attending interviews and meetings with Company’s counsel, and excludes time Employee spends giving testimony in any deposition or other proceeding. In no event will any payment under this Section 2 be conditioned on the content of any information or testimony Employee provides or on the outcome of any matter. Employee will provide any compensated cooperation as an independent contractor. Company will report such payments on IRS Form Docusign Envelope ID:
Page 2 of 12 1099, and they will not constitute wages or create an employment relationship. Nothing in this Section 2 requires Employee to provide anything other than truthful information or limits Employee’s Protected Activity (as defined in Section 9(a)). 3. EARNED PAYMENTS AND BENEFITS. Employee has been paid in full and received all compensation, reimbursements, and benefits Employee earned by virtue of employment with Company, including any bonus or other incentive payments, and all earned but unused paid time off, if any, has been paid in compliance with applicable law. Except for the continuation of Employee’s COBRA benefits, as outlined in Section 4, Employee’s rights under any of Company’s other benefit plans will be handled in accordance with the terms of the governing documents. Except as stated in this Agreement, or as required by law, all compensation and benefits ceased on the Separation Date. 4. ADDITIONAL CONSIDERATION. In consideration of Employee’s covenants and waiver and release under this Agreement, and subject to the conditions specified below, Company will provide Employee with the following (“Separation Benefits”): Provided Employee timely elects to exercise Employee’s rights under COBRA for continuation of medical, dental, and vision benefits under the Company’s group medical, dental, and vision plans after the Separation Date, Company will reimburse the COBRA premiums paid by Employee for Employee and Employee’s eligible dependents for the term of November 1, 2026 through February 28, 2027. Company will make each reimbursement within thirty (30) days after Employee submits proof of payment of the applicable premium, but in no event before the Effective Date (as defined in Section 11). Company’s reimbursement obligation will end early on the date Employee becomes eligible for group health coverage through a subsequent employer, and Employee will notify Company in writing within ten (10) days after becoming so eligible. The Separation Benefits are conditioned on Employee signing and returning this Agreement within the Review Period (as defined in Section 10(a)), not revoking it during the Revocation Period (as defined in Section 11), and complying with this Agreement. 5. WAIVER AND RELEASE. (a) On behalf of Employee and Employee’s marital community, heirs, executors, administrators, and assigns, Employee hereby waives, releases, and discharges any and all claims against Company and all of the other Released Parties (as defined below), at law or in equity, whether known or unknown, anticipated or unanticipated, contingent, or otherwise, occurring or that could be alleged to have occurred before the execution of this Agreement (“Released Claims”). This release is comprehensive and Released Claims include all claims (including claims to costs and attorneys’ fees), damages, causes of action, and disputes of any kind whatsoever. Employee understands and agrees that Released Claims include (but are not limited to) any and all claims for wages, equity, options, incentives, reimbursements, employee benefits, and damages of any kind arising out of or under: 1. any federal, state, or local law, regulation, or constitution dealing with employment, compensation, benefits, or discrimination such as those laws or regulations concerning discrimination, harassment, retaliation, or other unlawful conduct on the basis of race Docusign Envelope ID:
Page 3 of 12 (including traits historically associated or perceived to be associated with race, such as hair texture and protective hairstyles such as afros, braids, locks, or twists), color, creed, religion, age, sex, sexual orientation (including gender expression/identity), pregnancy (including childbirth and related medical conditions), national origin, ancestry, citizenship, veteran status, military service or application for military service, marital or registered domestic partner status, disability or handicap, medical condition, genetic testing and information, HIV or AIDS status, possession of sickle cell or hemoglobin C trait, lawful use of lawful products, political affiliation, status as a domestic violence victim, testimony or assistance with hazardous chemicals proceedings or investigations, jury service, family, medical, and other protected leaves of absence, engaging in acts protected by public policy, National Guard service, background checks, criminal history, or any other characteristic protected by law, including claims under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Older Workers’ Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act, the Pregnancy Discrimination Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Illinois Whistleblower Act, the Illinois Equal Pay Act of 2003, the Illinois Minimum Wage Law, the Illinois Personnel Record Review Act, the Illinois Victims’ Economic Security and Safety Act, the Illinois Paid Leave for All Workers Act, the Illinois Service Member Employment and Reemployment Rights Act, the Illinois Jury Act, and all other civil rights and employment laws applicable to Employee’s country, state, county, or city of employment; 2. any federal, state, or local law, regulation, or constitution relating to termination rights or benefits (including the Employee Retirement Income Security Act of 1974 (“ERISA”), the Worker Adjustment and Retraining Notification Act, and any state equivalent); and 3. any other basis for legal or equitable relief whether based on express or implied contract (including any incentive plan), tort, statute, constitution, common law, or other legal or equitable ground, including claims of tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wage and hour, wrongful or retaliatory discharge, fraud, defamation, libel, slander, false imprisonment, and negligent or intentional inflection of emotional distress. (b) Employee not only releases and discharges the Released Parties from all claims Employee could make on Employee’s own behalf or on behalf of others, but also those claims that any other person or organization could make on Employee’s behalf, and Employee waives any right to recover any damage awards as a member of any class in a case alleging any claim against the Released Parties. For purpose of this Agreement, the term “Released Parties” means Company, Sequoia One PEO, LLC, their affiliates, parents, subsidiaries, joint ventures, and related companies and their present, former, and future successors and assigns, and all of its and their present, former, and future owners, directors, officers, stockholders, members, managers, Docusign Envelope ID:
Page 4 of 12 employees, agents, representatives, assigns, insurers, trustees, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and attorneys, both individually and in their representative capacities. (c) Employee and Company do not intend to release (and this Agreement does not release) any of the following: (a) claims for breach or enforcement of this Agreement, (b) claims that arise after execution of this Agreement (including claims under the Age Discrimination in Employment Act or the Older Workers’ Benefit Protection Act of 1990), (c) entitlement claims under ERISA for vested benefits arising under any applicable ERISA plan, (d) workers’ compensation or unemployment claims, (e) any rights Employee has to indemnification, advancement of expenses, or insurance coverage under Company’s certificate of incorporation or bylaws, any indemnification agreement between Employee and Company, any directors’ and officers’ liability insurance policy, or applicable law, (f) any rights in vested equity awards under Company’s equity incentive plans and the applicable award agreements, or (g) any other claims Employee may not release as a matter of law under this Agreement. Nothing in this Agreement should be construed as restricting or prohibiting Employee from engaging in concerted activity intended to address work-related issues. (d) Employee understands and agrees that the releases in this Agreement extend to all known, unknown, suspected, unsuspected, past or present claims of every nature and kind whatsoever against the Released Parties. Employee realizes that Employee may later discover claims or facts in addition to or different from those Employee now knows or believes to exist. Nevertheless, Employee fully and freely intends to waive any claim that might arise as a result of such additional or different claims or facts. 6. CHARGES; SETOFF; MISCELLANEOUS. Employee represents and warrants that neither Employee nor anyone on Employee’s behalf has filed any complaints, lawsuits, or other actions based on any Released Claim, except as listed below Employee’s signature. If no complaints, lawsuits, or other actions are so listed, none have been filed. Nothing in this Agreement is intended to prevent, restrict or otherwise interfere with Employee’s right to (i) file or prosecute a charge or complaint with any Government Agency, (ii) testify, assist, participate in, or cooperate with an investigation or proceeding conducted by any Government Agency, or any administrative, legislative, arbitral, or judicial proceedings in relation to any alleged criminal conduct or unlawful employment practices, (iii) seek a judicial determination of the validity of the release of Employee’s rights under the Age Discrimination in Employment Act, (iv) report violations of any law administered by the Securities and Exchange Commission (“SEC”) or Occupational Safety and Health Administration (“OSHA”), or (v) make other disclosures protected under the whistleblower provisions of state or federal law or regulation. For purposes of this Agreement, “Government Agency” means any employment-related agency or commission, securities regulatory agency or authority, or other federal, state, and local governmental agency or commission (such as the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, and the Securities and Exchange Commission). Unless prohibited by law, Employee further understands and agrees: (a) Employee will not seek and is hereby waiving any claim for personal damages and/or other personal relief; (b) Employee will cause the withdrawal or dismissal with prejudice of any claim Employee has purported to waive in this Agreement; (c) if Employee is ever awarded or recovers Docusign Envelope ID:
Page 5 of 12 any amount as to a claim Employee has purported to waive in this Agreement (other than under the Age Discrimination in Employment Act if Employee is lawfully allowed to pursue such a claim), Employee agrees that the amount of any award or recovery will be reduced by 100 percent of the amounts Employee was paid under this Agreement, with the setoff being appropriately adjusted for Employee’s return of any such amounts; and (d) to the extent such a setoff is not effected, Employee promises to pay, or assign Employee’s right to receive, the amount that should have been setoff to Company. Notwithstanding the foregoing, this Agreement does not limit Employee’s ability to receive an award for information provided to the SEC or, if expressly authorized by law, another Government Agency. Employee represents and warrants that Employee is the sole owner of any and all Released Claims that Employee may have, and that Employee has not assigned, transferred, or otherwise disposed of Employee’s right or interest in any Released Claim. Nothing in this Agreement prohibits or impairs Employee or Company from complying with all applicable laws or exercising protected rights (including Protected Activity (as defined in Section 9(a))). Nor will this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act. 7. REPRESENTATIONS. By signing below, Employee represents and agrees that the following are true and correct: (a) Except for the benefits to be provided to Employee regardless of whether Employee signs this Agreement, as described in Section 3, the Separation Benefits to be provided under this Agreement, and any vested benefits under Company’s 401(k) plan, and the rights preserved under Section 5(c), Employee may be entitled to receive, the Company does not owe Employee any other wages, compensation, or benefits of any kind or nature. (b) The Company has provided Employee with all leave to which Employee was entitled and, to the best of Employee’s knowledge, Employee is not suffering from any work- related injuries. (c) Employee has not received, is not receiving, and has not applied for Medicare. (d) The Separation Benefits described in Section 4 are benefits that Employee is not entitled to receive in the absence of this Agreement. (e) The Company’s obligations set forth in Section 4 provide adequate consideration for Employee’s covenants, waiver, and release in this Agreement. (f) Employee’s entitlement to earn and retain the Separation Benefits is conditioned on Employee’s full compliance with this Agreement and any other obligations of Employee, including without limitation the obligations in the Confidentiality Agreement. For purposes of this Agreement, “Confidentiality Agreement” means the Confidentiality, Non-Competition, and Invention Assignment Agreement signed by Employee on May 25, 2023. (g) Employee has returned to Company all Company property, including without limitation all files, memoranda, keys, credit cards, access cards, manuals, equipment (including laptop computers and cell phones), passwords (including PINs), physical property, data, records, and other documents (including electronically recorded documents and data) that Employee received from the Released Parties or that Employee generated in the course of employment with Docusign Envelope ID:
Page 6 of 12 or service to Company. If Employee discovers that Employee possesses such property after the date of this Agreement, Employee will immediately return to Company such property and all copies of such property as recorded in any medium. (h) Employee has not asserted a claim for sexual harassment or sexual abuse against any of the Released Parties, Employee is not aware of any facts supporting such a claim, and Employee and the Company expressly acknowledge and agree that the Separation Benefits described in Section 4 are not being paid in settlement of any claim for sexual harassment or sexual abuse or attorneys’ fees related to such a claim. 8. CONFIDENTIALITY; NONDISPARAGEMENT. (a) In exchange for Company’s continued reimbursement of COBRA premiums paid by Employee for Employee and Employee’s dependents for the term of March 1, 2027 to March 31, 2027, on the same terms and conditions set forth in Section 4, Employee agrees that the terms, provisions and conditions of this Agreement are strictly confidential and shall not be disclosed to any person or entity except as required by law or by court order. Employee further agrees that a violation of the terms of this Section 8 regarding confidentiality of this Agreement would be a material breach of the same, for which Company may immediately seek legal, equitable, injunctive, monetary or any other appropriate relief in a court of competent jurisdiction, and shall entitle Company to recover the COBRA premium reimbursement paid to Employee under this Section 8(a). Notwithstanding the above, Employee has the right to disclose this Agreement: (a) to Employee’s immediate family, tax advisors, or taxing authorities, so long as such person or entity agrees to be bound by the confidential nature of this Agreement; (b) to Employee’s attorney; (c) pursuant to the order of a court; (d) while engaging in the protected activities referenced in this Agreement; (e) discussing terms and conditions of employment concerning Company with current or former coworkers, assisting current or former coworkers with workplace issues concerning Company, or communicating with others for the purposes of mutual aid or protection, including with the NLRB, about Employee’s employment with the Company; and/or (f) for purposes of securing enforcement of the terms and conditions of this Agreement, should that ever be necessary. (b) For the two-year period following the Separation Date, Employee will not disparage Company or its officers, directors, employees, agents, business (including products, services, or programs). For purposes of this Agreement, “disparage” means any communication (written or oral, including through social media) that is reckless or maliciously untrue. Employee also will refrain from any defamation, libel, or slander of any of the Released Parties and will refrain from tortious interference with the contracts and relationships of any of the Released Parties. The foregoing is not intended to dissuade or preclude Employee from exercising protected rights, including the Protected Activity (as defined in Section 9(a)). For the same two-year period, Company will not disparage Employee in any press release or other official statement that Company makes or authorizes, and within five (5) business days after the Effective Date, Company will instruct its directors and its officers holding the title of Senior Vice President or above, in writing, not to disparage Employee. Company’s obligations under this Section 8(b) are limited to the foregoing, and Company will have no liability for any statement that Company did not make or authorize. Nothing in this Section 8(b) restricts Company or any individual acting on its behalf from (i) making any disclosure required by applicable law or stock exchange rule, including in Docusign Envelope ID:
Page 7 of 12 Company’s filings with the SEC, or (ii) making truthful statements in any legal proceeding or to any Government Agency. (c) Employee acknowledges and agrees that the confidentiality provisions contained in this Section are not unilaterally imposed or provided by Company as a pre-condition of separation or settlement. Rather, after having the opportunity to consult with independent legal counsel, Employee affirmatively states that it is their personal, documented preference to keep the terms of this Agreement confidential, and that such confidentiality is mutually beneficial to Employee and Company. This confidentiality preference is supported by separate, distinct, and adequate consideration as set forth under Section 8(a) of this Agreement, which is separate and apart from any consideration provided for the release of claims. Employee may revoke Employee’s preference for confidentiality under this Section 8 within seven (7) days after signing this Agreement by delivering written notice in the manner set forth in Section 11. If Employee timely revokes that preference, the confidentiality obligations in Section 8(a) will not apply, Company will have no obligation to reimburse the COBRA premiums described in Section 8(a), and the remainder of this Agreement will remain in full force and effect. (d) The obligations under this Section 8 are in addition to any obligations imposed under the Confidentiality Agreement, other agreements, and under applicable laws. 9. PROTECTED ACTIVITY; NOTICE OF IMMUNITY. (a) Nothing in this Agreement (including Section 8) is intended to or does restrict or impede Employee from exercising Employee’s right to do any of the following (collectively, “Protected Activity”): (i) making disclosures as may be required or protected by law or legal process, including in connection with a government investigation or proceeding by any Government Agency, (ii) disclosing or discussing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful, or (iii) otherwise exercising any right (including those referenced in either Section 6 or the following sentence) that Employee cannot waive or forego under applicable laws or regulations. For example, this Agreement is not intended to and does not preclude or dissuade Employee from engaging in concerted activities protected by the National Labor Relations Act such as discussing wages, benefits, or other terms and conditions of employment with others, including a Government Agency, former coworkers, and labor organizations; organizing, forming, joining, or assisting a union, such as by sharing employee contact information; taking action with one or more co-workers to improve working conditions by, among other means, raising work- related complaints directly with Company or with a Government Agency; striking and picketing, depending on its purpose and means; taking photographs or other recordings in the workplace, together with co-workers, to document or improve working conditions, except where an overriding employer interest is present; wearing union apparel in the workplace, except under special circumstances; or choosing not to engage in any of these activities. Nothing in this Agreement permits Employee’s disclosure of attorney-client privileged communications, and such disclosure would breach this Agreement. (b) Nothing in this Agreement is intended to or will be interpreted to conflict with the Defend Trade Secrets Act or create liability for disclosures allowed under that Act. Employee is hereby notified of the following provisions of 18 U.S.C. § 1833(b): Docusign Envelope ID:
Page 8 of 12 (1) IMMUNITY.—An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (2) USE OF TRADE SECRET INFORMATION IN ANTI-RETALIATION LAWSUIT.—An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret except pursuant to court order. 10. ADEA/OWBPA WAIVER AND ACKNOWLEDGEMENT. Employee understands that the release set forth herein includes a release of any claims Employee may have under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (“ADEA”), against any of the Released Parties that may have existed on or prior to the date upon which Employee signs this Agreement. Employee understands that the ADEA is a federal statute that prohibits discrimination on the basis of age. Employee as part of this Agreement is waiving any and all claims under the ADEA, including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA, that Employee may have against any of the Released Parties as of the date upon which Employee signs this Agreement, and hereby knowingly and voluntarily waives such claims. Employee understands that any claims under the ADEA that may arise after the date this Agreement is executed by Employee are not waived, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Agreement. Employee acknowledges that Employee is receiving consideration to which Employee is not already entitled in return for the waiver of any and all claims under the ADEA. Employee acknowledges that Employee had no physical or mental impairment of any kind that has interfered with Employee’s ability to read and understand the meaning of this Agreement or its terms, and that Employee is not acting under the influence of any medication or mind-altering chemical in entering into this Agreement. a. Employee, pursuant to and in compliance with the rights afforded under the Older Workers Benefit Protection Act of 1990 (“OWBPA”): (1) is advised to consult with an attorney before executing this Agreement; (2) has, at Employee’s option, twenty- one (21) days (the “Review Period”) to consider this Agreement; and (3) is advised that Employee is not waiving claims that may arise after the date on which Employee signs this Agreement. The Parties agree that any changes to this Agreement, material or otherwise, do not re-start the running of the original twenty- one (21) day Review Period. b. Nothing in this Agreement shall prevent Employee (or Employee’s attorneys) from (1) commencing an action or proceeding to enforce this Agreement or (2) Docusign Envelope ID:
Page 9 of 12 exercising Employee’s right under the OWBPA to challenge the validity of Employee’s waiver of ADEA claims set forth in this Agreement. 11. 7-DAY REVOCATION PERIOD OF ADEA RELEASE AND EFFECTIVE DATE OF AGREEMENT. Employee understands that Employee may execute this Agreement and then revoke Employee’s release of age discrimination claims under the ADEA for up to and including seven (7) days after signing this Agreement (the “Revocation Period”). For all other purposes, this Agreement shall become effective upon providing the Company with a signed copy of the same. Employee expressly agrees that, in order to be effective, Employee’s revocation of the release of ADEA claims pursuant to this Section 11 must be delivered via email and must actually be received by at , by 5:00 p.m. Eastern Time on or before the seventh (7th) day following Employee’s signing this Agreement. For purposes of this Agreement, the “Effective Date” is defined as the eighth day following the date that Employee signs this Agreement without exercising Employee’s right to revoke the release of age discrimination claims under the ADEA. Provided, however, in the event Employee timely exercises Employee’s right pursuant to this Section 11 to revoke the release of any potential age discrimination claims that Employee may have under the ADEA, then Company shall have the option, in its sole discretion, to revoke the entirety of this Agreement, rendering it null and void in all respects. Should Company exercise this option, it must send Employee written notice of the same within twenty-one (21) days of receiving Employee’s timely written revocation of the release of ADEA claims. 12. ENTIRE AGREEMENT; AMENDMENT; CONSTRUCTION. This Agreement constitutes the entire understanding between Company and Employee as relates to the subject matter of this Agreement and supersedes all other representations or agreements pertaining to such subject matter. Notwithstanding the foregoing, nothing in this Agreement supersedes or restricts any of Employee’s existing obligations to Company or under other agreements between Employee and Company that survive the termination of Employee’s employment (including the Confidentiality Agreement and all Employee’s obligations to protect the confidentiality of information of Company and to assign intellectual property rights to Company or otherwise protect Company’s intellectual property and/or business interests), which remain in full force and effect. The Released Parties are considered third party beneficiaries under this Agreement. Nothing in this Agreement reflects any admission of liability by Company, Employee, or any of the Released Parties. This Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by Employee and an authorized Company representative. This Agreement may be executed in any number of counterparts, each of which will constitute an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email in portable document format (.pdf), or by any other electronic means that preserves the original appearance of a document will have the same force and effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original. The headings in this Agreement are for reference purposes only, are not part of this Agreement, and will not affect in any way the construction of, or be taken into consideration in interpreting, this Agreement. The words “include,” “including,” and similar terms used in the Agreement will be construed as if followed by the words “without limitation.” Docusign Envelope ID:
Page 10 of 12 13. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the Company and its respective successors and assigns, and any such successors and assigns shall be considered third-party beneficiaries of this Agreement. Employee has no right to assign this Agreement. 14. 409A. The provisions of this Agreement will be administered, interpreted and construed in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the regulations issued thereunder, or any exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Each payment under this Agreement shall be considered a separate and distinct payment. Employee shall have no right to designate the date of any payment under this Agreement. Nothing contained in this Agreement shall constitute any representation or warranty by the Company regarding compliance with Section 409A. The Company has no obligation to take any action to prevent the assessment of any tax under Section 409A on any person and neither the Company, nor its subsidiaries or affiliates, nor any of their employees, officers, directors or other representatives shall have any liability to Employee with respect thereto. 15. ARBITRATION. Except for any claim for injunctive relief arising out of a breach of a party’s obligation to protect the other’s proprietary information, Employee and Company agree to resolve any disputes they may have with each other through final, binding, and confidential arbitration consistent with the relevant controlling law. Employee agrees that this Agreement affects interstate commerce and that the Federal Arbitration Act governs this agreement to arbitrate to the maximum extent permitted by law. Employee also agrees to resolve through final, binding, and confidential arbitration any disputes that Employee has with any Released Party who elects to arbitrate those disputes under this Section. Arbitration will be conducted by JAMS in accordance with its employment dispute resolution rules, which can be found at jamsadr.com/rules- employment-arbitration/. A neutral arbitrator will preside over the arbitration and issue a written decision. The arbitrator will have the exclusive authority to resolve any disputes about the enforceability of this arbitration provision, as well as arbitrability, applicability, and interpretation. To the extent permitted by law, there will be no right to bring an arbitration on a class, collective, or representative capacity. The arbitration will take place in (a) New York, New York, (b) if required by the relevant controlling law, in Employee’s assigned ordinary work location, or (c) any location agreed to by all parties. All remedies available under applicable state and federal laws will be available in the arbitration. The arbitration will be conducted confidentially, except where prohibited by applicable law, and neither the arbitrator nor JAMS will publish the result or any details of the arbitration to any third party. Unique costs of arbitration will be paid by the Company (or other Released Party), and Employee will not be liable for arbitration fees beyond those costs Employee would have incurred had a claim been filed in a court of competent jurisdiction. This Agreement to arbitrate does not interfere with any Protected Activity and does not apply to (a) unemployment or workers’ compensation claims, (b) claims of sexual harassment or sexual assault, or (c) other matters that by the relevant controlling law cannot be arbitrated. Nothing in this Section is intended to prevent or prohibit any Government Agency from filing a lawsuit on Employee’s behalf. 16. SEVERABILITY. Section 5 of this Agreement is integral to its purpose and may not be severed from this Agreement. If any other provision of this Agreement or compliance by any of the parties with any other provision of this Agreement is found to be unlawful or unenforceable, Docusign Envelope ID:
Page 11 of 12 such provision will be deemed narrowed to the extent required to make it lawful and enforceable. If such modification is not possible, such provision will be severed from the Agreement and the remaining provisions will remain fully valid and enforceable to the maximum extent consistent with applicable law. To the extent any terms of this Agreement are put into question, all terms will be interpreted in a manner that would make them consistent with current law. 17. CHOICE OF LAW; ATTORNEYS’ FEES. This Agreement will be governed by and interpreted under the laws of Illinois, excluding its choice of law rules. In the event of arbitration arising out of this Agreement, the prevailing party will be entitled to an award of its costs and reasonable attorneys’ fees, except with regard to a claim by Employee challenging the validity of this Agreement in connection with a claim under the Age Discrimination in Employment Act. 18. FURTHER ASSURANCES. Employee and the Company each agree to execute and deliver, after the date hereof, without additional consideration, any additional documents, and to take any further actions, as may be necessary to fulfill the intent of this Agreement and the transactions contemplated hereby. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Docusign Envelope ID:
Page 12 of 12 19. KNOWING AND VOLUNTARY AGREEMENT. Employee warrants and represents that: (a) Employee has carefully read this Agreement and finds that it is written in a manner that Employee understands; (b) Employee knows the contents of this Agreement; (c) Employee is and has been advised to consult with Employee’s personal attorney before signing this Agreement and has done so or has knowingly and voluntarily waived the right to do so; (d) Employee understands that this Agreement is waiving any potential claims under the Age Discrimination in Employment Act (except as provided in this Agreement); (e) Employee has been advised that Employee is not barred from filing or prosecuting a charge with any Government Agency with respect to any such claims or from participating in an investigation or proceeding conducted by any Government Agency; (f) Employee has been given at least twenty-one days to review and analyze this Agreement and has been given seven days to revoke acceptance; (g) Employee did not rely upon any representation or statement concerning the subject matter of this Agreement, except as expressly stated in the Agreement; (h) Employee may not return this Agreement until the day after the Separation Date; (i) Employee understands the Agreement’s final and binding effect; and (j) Employee has signed the Agreement as Employee’s free and voluntary act. Lawsuits, complaints, or charges (Section 6) are [include name, cause number and court or agency]: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ JONATHAN ROBINS ________________________________________ _________________________________________ Date (Employee Address) ____________________ __________________________ INTELLICHECK, INC. By__________________________________ Its___________________________________ _____________________________________ Date Docusign Envelope ID: 10/22/2026 10/22/2026 Chief Financial Officer
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bryan Lewis, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Intellicheck, 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-15I and 15d-15I) 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, 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 control over financial reporting that occurred during the registrant’s most recent fiscal quarter 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 registrant’s board of directors (or persons performing the equivalent functions):
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.
| Date: | November 12, 2026 | /s/ Bryan Lewis | |||||||||
| Name: | Bryan Lewis | ||||||||||
| Title: | President and Chief Executive Officer | ||||||||||
| (Principal Executive Officer) | |||||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adam Sragovicz, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Intellicheck, 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-15I and 15d-15I) 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, 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 control over financial reporting that occurred during the registrant’s most recent fiscal quarter 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 registrant’s board of directors (or persons performing the equivalent functions):
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.
| Date: | November 12, 2026 | /s/ Adam Sragovicz | |||||||||
| Name: | Adam Sragovicz | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Intellicheck, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the period ended September 30, 2026 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | November 12, 2026 | /s/ Bryan Lewis | |||||||||
| Name: | Bryan Lewis | ||||||||||
| Title: | President and Chief Executive Officer | ||||||||||
| (Principal Executive Officer) | |||||||||||
| Dated: | November 12, 2026 | /s/ Adam Sragovicz | |||||||||
| Name: | Adam Sragovicz | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.