Network-1 Technologies, Inc 10-K for FY2025

Network-1 Technologies, Inc. (NTIP)

10-K 2026-03-13 For: 2025-12-31

Added on April 08, 2026

About this 10-K

Network-1 Technologies, Inc filed this 10-K on March 13, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $150K; up 50.0% from $100K a year earlier
Net loss: $2.42M; compared with a net loss of $3.03M a year earlier
Diluted EPS: -$0.11; compared with -$0.13 a year earlier

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Delaware		11-3027591
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

65 Locust Avenue, Third Floor           New Canaan, Connecticut 06840
(Address of Principal Executive Offices)

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock $.01 par value	NTIP	NYSE American

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
Emerging growth company ☐

Item 1.       Business	2
Item 1A. Risk Factors	9
Item 1B.   Unresolved Staff Comments	18
Item 1C.   Cybersecurity	18
Item 2.     Properties	18
Item 3.      Legal Proceedings	19
Item 4.    Mine Safety Disclosures	20
PART II
Item 5.     Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.      (Reserved)	23
Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	29
Item 8.      Financial Statements and Supplementary Data	29
Item 9.     Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	29
Item 9A. Controls and Procedures	29
Item 9B.   Other Information	30
Item 9C.   Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	30
PART III
Item 10.     Directors, Executive Officers and Corporate Governance	31
Item 11.    Executive Compensation	36
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	41
Item 13.   Certain Relationships and Related Transactions and Director Independence	43
Item 14.   Principal Accountant Fees and Services	43
PART IV
Item 15.    Exhibits and Financial Statement Schedules	45
Item 16.    10-K Summary	47
Signatures	48

Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares) that May Yet Be Purchased Under the Plans or Programs
October 1, 2025 to October 31, 2025	932	$1.50	932	$4,915,030
November 1, 2025 to November 30, 205	3,152	$1.46	3,152	$4,910,431
December 1, 2025 to December 31, 2025	__	__	__	$4,910,431
Total	4,084	$1.47	4,084

	Number of securities to be issued upon exercise of outstanding options and rights	Weighted-average exercise price of outstanding options and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
	(a)	(b)	(c)

Equity compensation plans approved by security holders	512,500⁽¹⁾	$ —⁽²⁾	2,005,000 ⁽³⁾

Equity compensation plans not approved by security holders	$  —	$  —	—

Total	512,500	$  —	2,005,000

NAME	AGE	POSITION
Corey M. Horowitz	71	Chairman, Chief Executive Officer and Chairman of the Board of Directors
Jonathan E. Greene	64	Executive Vice President, Secretary and a Director
Robert M. Mahan	59	Chief Financial Officer
Niv Harizman	61	Director
Allison Hoffman	55	Director

Name and Principal Position	Year	Salary ($)		Bonus ($)			Stock Awards($)⁽³⁾		All Other Compensation($)⁽¹⁾			Total($)
Corey M. Horowitz	2025	$	579,390	$	107,500	(2)	$	—	$	46,500	(4)	$	733,390
Chairman and Chief Executive Officer	2024	$	562,515	$	130,000	(2)	$	—	$	61,000	(4)	$	753,515

Robert Mahan	2025	$	175,000	$	50,000		$	53,900	$	2,500	(5)	$	281,400
Chief Financial Officer	2024	$	175,000	$	25,000		$	—	$	3,750	(5)	$	203,750

Jonathan Greene	2025	$	245,833	$	37,500		$	35,500	$	68,170	(6)	$	387,400
Executive Vice President	2024	$	200,000	$	50,000		$	32,250	$	53,491	(6)	$	335,741

Name	Fees earned or paid in cash ($)⁽¹⁾	Stock Awards ($)^{(2) (3)}	All other compensation ($)⁽⁴⁾	Total ($)
Niv Harizman	$ 55,000	$ 20,850	$ 1,125	$ 76,975
Allison Hoffman	$ 53,750	$ 20,850	$ 1,125	$ 75,725

	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options		Option Exercise Price ($)	Option Expiration Date	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested	Equity incentive plan awards: Market value of unearned shares, units or other rights that have not vested⁽¹⁾ ($)
Name	Exercisable	Unexercisable	Option Exercise Price ($)	Option Expiration Date
Corey M. Horowitz Chairman and CEO	—	—	—	—	425,000⁽²⁾	$ 556,750
Robert M. Mahan Chief Financial Officer	—	—	—	—	35,000⁽³⁾	$    45,850
Jonathan Greene Executive Vice President	—	—	—	—	32,500⁽⁴⁾	$     42,575

NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP ⁽¹⁾⁽²⁾		PERCENTAGE OF COMMON STOCK BENEFICIALLY OWNED⁽²⁾
Executive Officers and Directors: Corey M. Horowitz⁽³⁾		6,797,337		29.8%
CMH Capital Management Corp.⁽⁴⁾		2,291,372		10.0%
Niv Harizman⁽⁵⁾		335,985		1.5%
Jonathan E. Greene⁽⁶⁾		126,119		*
Allison Hoffman⁽⁷⁾		124,509		*
Robert Mahan⁽⁸⁾		50,000		*
All officers and directors as a group  (5 Persons)		7,441,450		32.6%
5% Stockholders:
Steven D. Heinemann⁽⁹⁾		1,340,408		6.4%
Cannell Capital⁽¹⁰⁾		1,141,975		5.5%


Index to Consolidated Financial Statements	Page

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 606)	F-1

Consolidated Balance Sheets as of December 31, 2025 and 2024	F-2

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024	F-3

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2025 and 2024	F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024	F-5

Notes to Consolidated Financial Statements	F-6


	December 31,
	2025		2024
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents	$	13,402,000	$	13,145,000
Marketable securities, at fair value		23,467,000		27,455,000
Other current assets		237,000		232,000
Total Current Assets		37,106,000		40,832,000
OTHER ASSETS:
Patents, net of accumulated amortization		1,479,000		1,205,000
Equity method investment		1,734,000		3,337,000
Operating leases right of use asset		—		27,000
Security deposits		13,000		13,000
Total Other Assets		3,226,000		4,582,000
TOTAL ASSETS	$	40,332,000	$	45,414,000
LIABILITIES AND STOCKHOLDERS’ EQUITY:

CURRENT LIABILITIES:
Accounts payable	$	253,000	$	203,000
Accrued payroll		289,000		292,000
Other accrued expenses		228,000		247,000
Operating lease obligations		—		24,000

Total Current Liabilities		770,000		766,000

LONG TERM LIABILITIES:
Deferred tax liability		—		337,000
TOTAL LIABILITIES		770,000		1,103,000

COMMITMENTS AND CONTINGENCIES (See Note I)		—		—

STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value; authorized 10,000,000 shares; none issued and outstanding at December 31, 2025 and December 31, 2024		—		—
Common stock, $0.01 par value; authorized 50,000,000 shares; 22,824,009 and 22,961,619 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively		228,000		229,000
Additional paid-in capital		63,426,000		65,455,000
Accumulated deficit		(24,092,000		(21,373,000	)

TOTAL STOCKHOLDERS’ EQUITY		39,562,000		44,311,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	40,332,000	$	45,414,000


	Years Ended December 31,
	2025			2024
REVENUE	$	150,000		$	100,000

OPERATING EXPENSES:
Costs of revenue		42,000			28,000
Professional fees and related costs		788,000			959,000
General and administrative		2,485,000			2,614,000
Amortization of patents		141,000			120,000

TOTAL OPERATING EXPENSES		3,456,000			3,721,000

OPERATING LOSS		(3,306,000	)		(3,621,000	)
OTHER INCOME
Interest and dividend income, net		1,844,000			1,897,000
Net realized and unrealized gain on marketable securities		277,000			177,000
Total other income, net		2,121,000			2,074,000

LOSS BEFORE INCOME TAXES AND SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE		(1,185,000	)		(1,547,000	)

INCOME TAXES PROVISION:
Current		(31,000	)		—
Deferred taxes, net		(337,000	)		(425,000	)
Total income taxes benefit		(368,000	)		(425,000	)
LOSS BEFORE SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE:		(817,000	)		(1,122,000	)

SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE		(1,603,000	)		(1,912,000	)
NET LOSS	$	(2,420,000	)	$	(3,034,000	)

Net Loss Per Share:
Basic	$	(0.11	)	$	(0.13	)
Diluted	$	(0.11	)	$	(0.13	)

Weighted average common shares outstanding:
Basic		22,848,402			23,250,224
Diluted		22,848,402			23,250,224
Cash dividends declared per share	$	0.10		$	0.10


	Common Stock
	Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity

Balance – January 1, 2024		23,553,908		$	235,000		$	67,446,000		$	(16,989,000	)	$	50,692,000
Dividends and dividend equivalents declared		—			—			(2,388,000	)		—			(2,388,000	)
Stock-based compensation		—			—			399,000			—			399,000
Vesting of restricted stock units		170,000			2,000			(2,000	)		—			—
Value of shares delivered to pay withholding taxes		(28,853	)		—			—			(61,000	)		(61,000	)
Treasury stock purchased and retired		(733,436	)		(8,000	)		—			(1,289,00	)		(1,297,000	)
Net loss		—			—			—			(3,034,000	)		(3,034,000	)
Balance – December 31, 2024		22,961,619		$	229,000		$	65,455,000		$	(21,373,000	)	$	44,311,000
Dividends and dividend equivalents declared		—			—			(2,336,000	)		—		$	(2,336,000	)
Stock-based compensation		—			—			307,000			—			307,000
Vesting of restricted stock units		80,000			—			—			—			—
Value of shares delivered to pay withholding taxes		(5,348	)		—			—			(7,000	)		(7,000	)
Treasury stock purchased and retired		(212,262	)		(1,000	)		—			(292,000	)		(293,000	)
Net loss		—			—			—			(2,420,000	)		(2,420,000	)
Balance – December 31, 2025		22,824,009		$	228,000		$	63,426,000		$	(24,092,000	)	$	39,562,000

Schedule of disaggregation of revenue
	Years Ended December 31,
	2025		2024
Litigation Settlements	$	150,000	$	100,000
Total Revenue	$	150,000	$	100,000

Schedule of patent
	2025			2024
Gross carrying amount	$	8,887,000		$	8,473,000
Accumulated amortization		(7,408,000	)		(7,268,000	)
Patents, net	$	1,479,000		$	1,205,000

Schedule of future amortization of intangible assets
For the years ended December 31,
2026	$	147,000
2027		146,000
2028		143,000
2029		143,000
2030		143,000
Thereafter		757,000
Total	$	1,479,000

Schedule of basic and diluted weighted average common shares outstanding
	2025		2024

Weighted-average common shares outstanding – basic		22,848,402		23,250,224

Dilutive effect of restricted stock units		—		—

Weighted-average common shares outstanding – diluted		22,848,402		23,250,224
Restricted stock units excluded from the computation of diluted income per share because the effect of inclusion would have been anti-dilutive		512,500		487,500

Schedule of components of the income taxes
	2025			2024
Current
State and local	$	—		$	—
Federal		(31,000	)		—
Total Current Tax Expense		(31,000	)		—

Deferred
State and local		(33,000	)		(42,000	)
Federal		(304,000	)		(383,000	)
Total Deferred Tax Expense		(337,000	)		(425,000	)

Total Income Taxes	$	(368,000	)	$	(425,000	)

Schedule of components of deferred tax assets and liability
	2025		2024
Deferred tax assets (liability):
Net operating loss carryforward	$	1,513,000	$	1,215,000
Stock options and RSUs		62,000		26,000
Tax credit carryforward		148,000		148,000
Other		161,000		197,000
Total deferred tax assets		1,896,000		1,586,000
Valuation allowance		(1,896,000		(1,586,000	)
Deferred tax assets, net of valuation allowance	$	—	$	—


	2025		2024

Deferred Tax Liability⁽¹⁾	$	—	$	(337,000	)
Total deferred tax liability	$	—	$	(337,000	)

Schedule of reconciliation of income tax
	Years Ended
	December 31,
	2025					2024

U.S. federal statutory rate	$	(585,000	)	21.00	%	$	(727,000	)	21.00	%
Permanent differences		—		—			—		—
Change in valuation allowance		311,000		(11.16	)%		381,000		(10.99	)%
Penalty abatement		(31,000	)	1.14	%		—		—
State⁽¹⁾		(63,000	)	2.27	%		(79,000	)	2.27	%

Total	$	(368,000	)	13.25	%	$	(425,000	)	12.28	%

Schedule of stock option activity
	2025						2024
	Number of Shares			Weighted-Average Grant Date Fair Value			Number of Shares			Weighted-Average Grant Date Fair Value
Balance of restricted stock units outstanding at beginning of year		487,500		$	1.66			587,500		$	1.81

Grants of restricted stock units		105,000			1.45			70,000			2.17

Vested restricted stock units		(80,000	)		(1.93	)		(170,000	)		(2.37	)

Balance of restricted stock units outstanding at end of year		512,500		$	1.58			487,500		$	1.66

Schedule of marketable securities
	December 31, 2025
	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Government securities	$	12,576,000	$	95,000	$	(46,000	)	$	12,625,000
Fixed income mutual funds		7,855,000		228,000		—			8,083,000
Certificates of deposit		752,000		7,000		—			759,000
Corporate bonds and notes		2,027,000		—		(27,000	)		2,000,000
Total marketable securities	$	23,210,000	$	330,000	$	(73,000	)	$	23,467,000


	December 31, 2024
	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Government securities	$	16,470,000	$	63,000	$	(71,000	)	$	16,462,000
Fixed income mutual funds		9,630,000		132,000		(30,000	)		9,732,000
Certificates of deposit		752,000		9,000		—			761,000
Corporate bonds and notes		496,000		4,000		—			500,000
Total marketable securities	$	27,348,000	$	208,000	$	(101,000	)	$	27,455,000

Schedule of equity method investments
	Twelve Months Ended September 30,
	2025		2024
Loss from continuing operations	$	23,482,000	$	29,263,000
Comprehensive loss	$	24,484,000	$	29,017,000

Schedule of right of use lease assets and related lease obligations
	As of		As of
	December 31, 2025		December 31, 2024
Operating lease right-of-use assets	$	—	$	27,000

Operating lease obligations – current	$	—	$	24,000
Operating lease obligations – non-current		—		—
Total lease obligations	$	—	$	24,000

Schedule of leases cost
	For the Year Ended December 31,
	2025		2024
Short-term lease cost	$	49,000	$	—
Operating lease cost		27,000		64,000
Operating lease cost	$	76,000	$	64,000

NAME	TITLE	DATE

/s/ Corey M. Horowitz Corey M. Horowitz	Chairman and Chief Executive Officer, Chairman of the Board of Directors (principal executive officer)	March 13, 2026
/s/ Robert Mahan Robert Mahan	Chief Financial Officer (principal financial officer and principal accounting officer)	March 13, 2026
/s/ Jonathan Greene Jonathan Greene	Executive Vice President, Secretary and a Director	March 13, 2026
/s/ Niv Harizman Niv Harizman	Director	March 13, 2026
/s/ Allison Hoffman Allison Hoffman	Director	March 13, 2026

Name		Jurisdiction

Mirror Worlds Technologies, LLC		Delaware

HFT Solutions, LLC		Delaware


Date: March 13, 2026		/s/ Corey M. Horowitz
		Corey M. Horowitz Chairman and Chief Executive Officer


Date: March 13, 2026		/s/ Robert M. Mahan
		Robert M. Mahan Chief Financial Officer