8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):          March 1, 2024

NETWORK-1

TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

65Locust Avenue, Third Floor, NewCanaan , Connecticut

06840

(Address of Principal Executive Offices) (Zip Code)

(203)

920-1055

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered

pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

On March 1, 2024, Network-1 Technologies, Inc.( “ Network-1”) announced that the U. S. Patent and Trademark Office issued U.S. Patent No.11,916,893 ( Embedded Universal Integrated Circuit CardSupporting Two-Factor Authentication). The newly issued patent is part of Network-1’s M2M /IoT patent portfolio that relates to, among others things, the enabling technology for authenticating and using embedded SIM cards (eSIMs) in IoT, Machine-to- Machine, and other mobile devices, including smartphones, tablets, and computers as well as automobiles. eSIMS replace the traditional SIM card with internal circuitry that can be remotely provisioned with one or more profiles to access wireless networks.

A copy of the press release is attached as Exhibit 99.1.

(d)      Exhibits

SIGNATURE

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 hereunto duly authorized.

-3-

Exhibit****99.1

FORIMMEDIATE RELEASE

Network-1Receives New Patent from U.S. Patent Office Expanding Its M2M/IoT Patent Portfolio to 51 Patents Worldwide

**NEWCANAAN, CT / ACCESSWIRE / March 1, 2024 /**Network-1 Technologies, Inc. (NYSE American: NTIP), a company engaged in the acquisition, development, licensing, and monetization of intellectual property, announced today that the U.S. Patent and Trademark Office has issued U.S. Patent No. 11,916,893, Embedded Universal Integrated Circuit Card Supporting Two-Factor Authentication.

The newly issued patent is part of Network-1’s M2M/IoT Patent Portfolio that relates to, among other things, the enabling technology for authenticating and using embedded SIM cards (eSIMs) in next generation IoT, Machine-to-Machine, and other mobile devices, including smartphones, tablets, and computers as well as automobiles. eSIMs replace the traditional SIM card with internal circuitry that can be remotely provisioned with one or more profiles to access wireless networks. A recent study by the Trusted Connectivity Alliance (TCA) found that consumer profile downloads to smartphones, watches, tablets, automobiles, and other similar devices increased by more than 130% in 2022. Similarly, industrial machine-to-machine (M2M) implementations for meters, sensors, automobiles, tracking devices and similar devices grew by 145%. According to TCA, total eSIM enabled device shipments during 2022 approximated 427 million units**.**

Other patents in the portfolio relate to enabling technologies for 5G network authentication used in consumer and M2M devices, and the latest available Internet transport layer security solutions.

Network-1’s M2M/IoT Patent Portfolio now includes thirty-seven (37) issued U.S. patents (and 9 pending applications), plus fourteen (14) issued non-U.S. patents (and 1 pending non-U.S. patent application). The patent terms of the MTM/IoT Patent Portfolio are currently expected to extend until 2033-2034. Network-1 anticipates further issuances of additional claims for the M2M/IoT Patent Portfolio.

ABOUT NETWORK-1 TECHNOLOGIES, INC.

Network-1 Technologies, Inc. is engaged in the development, licensing and protection of its intellectual property and proprietary technologies. Network-1 works with inventors and patent owners to assist in the development and monetization of their patented technologies. Network-1 currently owns one hundred (100) U.S. patents covering various telecommunications and data networking technologies as well as technologies relating to document stream operating systems, the identification of media content and high frequency trading. Network-1’s current strategy includes continuing to pursue licensing opportunities for its intellectual property. Network-1’s strategy is to focus on acquiring and investing in high quality patents which management believes have the potential to generate significant licensing opportunities as Network-1 has achieved with respect to its Remote Power Patent and Mirror Worlds Patent Portfolio. Network-1’s Remote Power Patent has generated licensing revenue in excess of $187,000,000 from May 2007 through September 30, 2023 and has achieved licensing and other revenue of $47,150,000 through September 30, 2023 with respect to its Mirror Worlds Patent Portfolio.

This releasecontains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities LitigationReform Act of 1995. These statements address future events and conditions concerning Network-1's business plans. Such statements aresubject to a number of risk factors and uncertainties as disclosed in the Network-1's Annual Report on Form 10-K for the year ended December31, 2022 and its Quarterly Reports on Form 10-Q for 2023 filed with the Securities and Exchange Commission including, among others, Network-1'suncertain revenue from licensing its intellectual property, uncertainty as to the outcome of pending litigation involving Network-1’sCox Patent Portfolio and Remote Power Patent, whether Network-1 will be successful in its appeal to the Federal Circuit of the DistrictCourt judgement of non-infringement dismissing Network-1’s litigation against Facebook (now Meta Platforms, Inc.), the abilityof Network-1 to successfully execute its strategy to acquire or make investments in high quality patents with significant licensing opportunities,Network-1’s ability to achieve revenue and profits from its Cox Patent Portfolio, M2M/IoT Patent Portfolio, HFT Patent Portfolioand additional revenue and profit from its Mirror Worlds Patent Portfolio and Remote Power Patent as well as a return on its investmentin ILiAD Biotechnologies, LLC or other intellectual property it may acquire or finance in the future, the ability of Network-1 to enterinto additional license agreements, uncertainty as to whether cash dividends will continue be paid, Network-1’s ability to enterinto strategic relationships with third parties to license or otherwise monetize their intellectual property, the risk in the futureof Network-1 being classified as a Personal Holding Company which may result in Network-1 issuing a special cash dividend to its stockholders,future economic conditions and technology changes and legislative, regulatory and competitive developments. Except as otherwise requiredto be disclosed in periodic reports, Network-1 expressly disclaims any future obligation or undertaking to update or revise any forward-lookingstatement contained herein.

Corey M. Horowitz, Chairman and CEO

Network-1 Technologies, Inc.

203-863-8310