Quotemedia Inc 10-K for FY2025

Quotemedia Inc (QMCI)

10-K 2026-04-07 For: 2025-12-31

Added on April 09, 2026

About this 10-K

Quotemedia Inc filed this 10-K on April 7, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

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

Revenue: $20.25M; up 8.1% from $18.74M a year earlier
Net loss: $2.32M; compared with a net loss of $1.33M a year earlier
Diluted EPS: -$0.03; compared with -$0.01 a year earlier

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Title of each class		Name of exchange on which registered
Common stock, par value $.001 per share		OTCQB tier of the OTC Markets

Large, accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒
			Emerging growth company

		Page

PART I

ITEM 1.	BUSINESS	4

ITEM 1A.	RISK FACTORS	10

ITEM 1B.	UNRESOLVED STAFF COMMENTS	13

ITEM 1C	CYBERSECURITY	13

ITEM 2.	PROPERTIES	14

ITEM 3.	LEGAL PROCEEDINGS	14

ITEM 4.	MINE SAFETY DISCLOSURES	14

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.	15

ITEM 6.	[RESERVED]	15

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	23

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	23

ITEM 9A.	CONTROLS AND PROCEDURES	23

ITEM 9B.	OTHER INFORMATION	25

ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	25

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	26

ITEM 11.	EXECUTIVE COMPENSATION	27

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	30

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	34

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	35

PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	36

ITEM 16.	FORM 10-K SUMMARY	36

SIGNATURES		37

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

	·	Streaming Real-time Data Feeds
	·	Dynamic Content Web Displays
	·	Data APIs, XML and JSON Data
	·	News Feed Aggregation and Delivery
	·	Mobile App Solutions
	·	Complete Portfolio Management
	·	Corporate Investor Relations Solutions
	·	Research Information Supply
	·	Custom Software Application Development

·	Online brokerages	·	Mutual fund companies
·	Full-service brokerage firms	·	Internet service providers
·	Banks and other financial institutions	·	Media companies
·	Financial Web sites	·	Publishers and Data firms
·	Web portals	·	Wealth management companies
·	Public companies	·	Individual traders and investors
·	Investor relations firms	·	Securities exchanges

	·	A risk disclosure document.

	·	Disclosure of market quotations, if any.

	·	Disclosure of the compensation of the broker-dealer and its salesperson in the transaction; and

	·	Monthly account statements showing the market values of our securities held in the customer’s accounts.

	Years ended December 31
	2025		2024		Change ($)		Change (%)

Corporate Quotestream	$	8,242,495	$	7,219,382	$	1,023,113		14	%
Individual Quotestream		1,834,064		1,833,633		431		0	%
Total Portfolio Management Systems		10,076,559		9,053,015		1,023,544		11	%
Interactive Content and Data APIs		10,177,358		9,689,237		488,121		5	%
Total Licensing Revenue	$	20,253,917	$	18,742,252	$	1,511,665		8	%

	Years ended December 31,
	2025			2024

Foreign exchange gain (loss)	$	(116,737	)	$	103,736
Interest expense		(53,955	)		(2,508	)
Total other income (expenses)	$	(170,692	)	$	101,228

Name	Age	Position

Robert J. Thompson	83	Chairman of the Board

Keith J. Randall	59	Chief Executive Officer and Chief Financial Officer, and Director

David M. Shworan	58	President and Chief Executive Officer of QuoteMedia, Ltd., and Director

Name and Principal Position	Year	Salary ($)		Bonus ($)		Option Awards ($) (1),(4),(5)		All Other Compensation ($) (2)		Total ($)

Keith J. Randall (3)	2025	$	230,000		-		-		-	$	230,000
Chief Executive Officer &	2024	$	230,000		-		-		-	$	230,000
CFO, QuoteMedia, Inc.

David M. Shworan (4)	2025	$	450,000		-		-		-	$	450,000
Chief Executive Officer,	2024	$	450,000		-		-		-	$	450,000
QuoteMedia, Ltd.

(1)	Options Awards represent the fair value of option awards granted, repriced, or otherwise modified, computed in accordance with FASB ASC 718, Stock Compensation.

(2)	The executive officers listed also received certain perquisites, the aggregate value of which did not exceed $10,000 for any year presented.

(3)	Mr. Randall is our Chief Financial Officer, and effective March 31, 2018, was also appointed Chief Executive Officer, and Director. Mr. Randall has retained his role as Chief Financial Officer and will serve as both “Principal Executive Officer” and “Principal Financial and Accounting Officer.”

(4)	Mr. Shworan is President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of QuoteMedia, Inc.

	Number of Securities Underlying Unexercised Common Stock Options/Warrants
Name	Exercisable		Unexercisable		Option/Warrant Exercise Price ($)		Option/Warrant Exercise Date

David M. Shworan		200,000		-	$	0.036	15-May-2025
		2,000,000		-	$	0.036	15-May-2025
		3,000,000		-	$	0.036	15-May-2025
		2,400,000		-	$	0.036	15-May-2025
		4,000,000		-	$	0.100	28-Dec-2037

Keith J. Randall		100,000		-	$	0.036	15-May-2025
		50,000		-	$	0.036	15-May-2025
		50,000		-	$	0.036	15-May-2025
		100,000		-	$	0.035	26-Oct-2027

	Number of Securities Underlying Unexercised Preferred Stock Warrants
Name	Exercisable		Unexercisable		Option/Warrant Exercise Price ($)		Option/Warrant Exercise Date

David M. Shworan		1,250		-	$	1.00	28-Dec-2047
		15,000		-	$	1.00	01-Jan-2048
		15,000		-	$	1.00	01-Jan-2049
		-		382,243	$	1.00	28-Dec-2037

Name		Fees Earned or Paid in Cash ($)				Option Awards ($)				All Other Compensation ($)				Total ($)
Robert J. Thompson		$	150,000				-				-			$	150,000

Name of Beneficial Owner (1)	Number of Shares of Common Stock Owned (2)		Percentage of Common Stock Beneficially Owned (2)

Directors and Executive Officers
David M. Shworan (3)		44,151,800		41.6	%
Robert J. Thompson (4)		1,610,286		1.8	%
Keith J. Randall (5)		793,976		0.9	%

All directors and executive officers as a group		46,556,062		43.4	%

5% Stockholders (6)		8,956,735		9.9	%

(1)	Each person named in the table has sole voting and investment power with respect to all common stock beneficially owned by him or her, subject to applicable community property law, except as otherwise indicated. Except as otherwise indicated, each person may be reached through us at 17100 E. Shea Blvd., Suite 230, Fountain Hills, Arizona 85268.

(2)	The percentages shown are calculated based upon 90,477,798 shares of common stock outstanding on March 20, 2026. The numbers and percentages shown include the shares of common stock actually owned as of March 20, 2026, and the shares of common stock that the identified person or group had the right to acquire within 60 days of such date. In calculating the percentage of ownership, all shares of common stock that the identified person or group had the right to acquire within 60 days of March 20, 2026 upon the exercise of options are deemed to be outstanding for the purpose of computing the percentage of the shares of common stock owned by such person or group but are not deemed to be outstanding for the purpose of computing the percentage of the shares of common stock owned by any other person.

(3)	Represents the following:

•	11,511,800 shares of common stock owned by Mr. Shworan and vested options and warrants to directly acquire 11,600,000 shares of common stock.

•	17,002,500 shares owned by Mr. Shworan’s wife.

•	37,500 shares of common stock owned by Bravenet Web Services, Inc. and vested options and warrants to acquire 1,480,000 shares of common stock. Mr. Shworan is the control person of Bravenet Web Services, Inc. and Mr. Shworan disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

•	Vested options and warrants to acquire 2,520,000 shares of common stock owned by Harrison Avenue Holdings Ltd. Mr. Shworan is the control person of Harrison Avenue Holdings Ltd. and Mr. Shworan disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

•	See also Item 11, “Executive Compensation – Employment Agreements.”

(4)	Represents 807,483 shares of common stock and vested options and warrants to acquire 802,803 shares of common stock.

(5)	Represents 493,976 shares of common stock and vested options and warrants to acquire 300,000 shares of common stock.

(6)	Represents 8,956,735 shares of our common stock owned by Harland Group LLC.

	Years ended December 31
	2025			2024			Change ($)		Change (%)

Cost of revenue	$	10,773,983		$	9,868,830		$	905,153		9	%

Gross profit	$	9,479,934		$	8,873,422		$	606,512		7	%

Gross margin %		47	%		47	%

	Years ended December 31
	2025		2024		Change ($)			Change (%)

Sales and marketing	$	3,362,530	$	3,341,673	$	20,857			1	%
General and administrative		3,202,271		3,645,321		(443,050	)		(12	)%
Software development		5,014,341		3,167,712		1,846,629			58	%
Total operating expenses	$	11,579,142	$	10,154,706	$	1,424,436			14	%

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category	(a)		(b)		(c)

Equity Compensation Plans approved by stockholders		4,720,000	$	0.04		7,929,628

Equity Compensation Plans not approved by stockholders		21,052,803	$	0.03		N/A
Total		25,772,803				7,329,628

	·	The cash and fair market value of property that is the highest price per share paid (including extraordinary dividends) in any reorganization, merger, consolidation, liquidation, dissolution, or sale of substantially all assets of our company; or

	·	The highest fair market value per share (generally based on market prices) at any time during the 60 days before and 60 days after a change in control.

	·	Approval by stockholders of any reorganization, merger, or consolidation or other transaction or series of transactions if persons who were shareholders immediately prior to such reorganization, merger, or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged, or consolidated company’s then outstanding, voting securities, or a liquidation or dissolution of our company or the sale of all or substantially all of the assets of our company (unless the reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned),

	·	A change in the composition of our Board of Directors such that the persons constituting the Board of Directors on the date the award is granted, or the Incumbent Board, and subsequent directors approved by the Incumbent Board (or approved by such subsequent directors), cease to constitute at least a majority of our Board of Directors, or

	·	The acquisition by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of more than 50% of either the then outstanding shares of our common stock or the combined voting power of our company’s then outstanding voting securities entitled to vote generally in the election of directors excluding, for this purpose, any acquisitions by (1) our company, (2) any person, entity, or “group” that as of the date on which the award is granted owns beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a controlling interest, or (3) any employee benefit plan of our company.

	2025		2024

Audit Fees	$	416,995	$	250,823
Audit-Related Fees	$	-	$	-
Tax Fees	$	16,905	$	7,990
All Other Fees	$	13,524	$	12,506

Exhibit Number		Description of Exhibit
3.1		Second Amended and Restated Articles of Incorporation (1)
3.2		Amended and Restated Bylaws (1)
10.4		Amended 1999 Equity Incentive Compensation Plan (2)
10.7		2003 Equity Incentive Compensation Plan (1)
21		List of Subsidiaries
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Incorporated by reference to the Annual Report on Form 10-KSB filed with the Commission on March 27, 2003.

(2)	Incorporated by reference to the Quarterly Report on Form 10-QSB filed with the Commission on August 12, 2003.

Date: April 7, 2026,	QUOTEMEDIA, INC.

	By:	/s/ Keith J. Randall
		Keith J. Randall
		Chief Executive Officer and Chief Financial Officer

/s/ Robert J. Thompson	Chairman of the Board	April 7, 2026
Robert J. Thompson

/s/ David M. Shworan	Director	April 7, 2026
David M. Shworan

/s/ Keith J. Randall	Chief Executive Officer and Chief Financial Officer and Director	April 7, 2026
Keith J. Randall	(Principal Executive and Financial and Accounting Officer)

Report of Independent Registered Public Accounting Firm - MNP LLP PCAOB ID:1930		F-2 – F-4

Consolidated Balance Sheets		F-5

Consolidated Statements of Operations		F-6

Consolidated Statements of Changes in Series A Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity		F-7

Consolidated Statements of Cash Flows		F-8

Notes to Consolidated Financial Statements		F-9 – F-22

Critical Audit Matter Description		Audit Response

Capitalized Internal-Use Software Development Costs

As described in Note 1(f) and 6 to the consolidated financial statements, the Company capitalizes certain costs relating to the development of internal software. These costs may be related to new products as well as existing products when the costs will result in significant additional functionality. Management applied significant judgment in assessing whether the assets met the required criteria for initial capitalization, including the assessment of expected future benefits from the projects to be capitalized, technical feasibility and commercial viability. The value of development costs capitalized during the year ended December 31, 2025 was $1,314,804. The principal considerations for our determination that capitalized development costs is a critical audit matter was the significant judgment required by management in assessing whether the assets met the required criteria for initial capitalization, stage of development, and nature of costs that qualify for capitalization. This resulted in a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the audit evidence relating to management’s process of identifying projects and the stage of development and related development activities within those projects that qualify for capitalization, in accordance with the applicable accounting standards.	We responded to this matter by performing procedures over capitalized software development costs. Our audit work in relation to this included, but was not restricted to, the following:

		·	Obtained an understanding of the Company’s process to identify development projects and development costs qualifying for capitalization;

		·	Evaluated management’s listing of active development projects by obtaining an understanding of the nature of the project and the nature of additions of the project, through discussions with development personnel to assess the reasonableness as to whether the activities were demonstrative of the capitalization criteria in accordance with the applicable accounting standard;

		·	Obtained a schedule compiled by management to compute the capitalized costs by project and performed testing over the completeness and mathematical accuracy of the hours and payroll rates included within the schedule;

		·	Tested a sample of the Company’s capitalized costs by validating the nature of the activities performed and time devoted to capitalizable activities through discussion with individual software developers and project managers;

		·	Agreed the calculated amounts for capitalization to underlying payroll data to evaluate the reasonableness of hourly rates used for cost capitalization; and

		·	Assessed the appropriateness of the disclosures in the notes to the consolidated financial statements.


Going Concern

As described in Note 1 to the consolidated financial statements, the Company does not have sufficient cash to fund normal operations and therefore, will need to obtain additional equity or debt financing. Management has prepared future cash flow forecasts, which involves judgement and estimation of key variables that affect cash flows, such as planned expenditure. We identified the Company’s ability to continue as a going concern as a critical audit matter because auditing the Company’s going concern assessment is complex and involves a high degree of auditor judgment to assess the reasonableness of cash flow forecasts, planned refinancing actions and other assumptions used in the Company’s going concern analysis. This matter is also described in the “Material Uncertainty Related to Going Concern” section of our report.	We responded to this matter by performing audit procedures in relation to management’s assessment of the Company’s ability to continue as a going concern. Our audit work in relation to this included, but was not restricted to, the following:

		·	Evaluated the cash flow forecasts prepared by management and evaluated the integrity and arithmetical accuracy of the model.

		·	Evaluated the key assumptions used in the model to estimate future cash flows for a reasonable period of time, of at least 12 months from the date of the Statement of Financial Position, by comparing assumptions used by management against historical performance, budgets, economic and industry indicators and publicly available information.

		·	Assessed the adequacy of the going concern disclosure included in Note 1 to the consolidated financial statements.

Chartered Professional Accountants Licensed Public Accountants

We have served as the Company’s auditor since 2023.

Mississauga, Canada

April 7, 2026

	2025			2024
ASSETS

Current assets:
Cash and cash equivalents	$	319,889		$	585,319
Accounts receivable, net (see note 3)		1,202,816			1,016,915
Prepaid expenses		78,494			175,703
Other current assets		242,280			162,653
Total current assets		1,843,479			1,940,590

Deposits		29,200			16,619
Property and equipment, net (see note 6)		173,937			212,727
Capitalized internal-use software development costs, net (see note 7)		3,405,884			5,041,544
Goodwill (see note 8)		110,000			110,000
Intangible assets (see note 8)		40,995			51,378
Operating lease right-of-use assets (see note 5)		169,735			188,663

Total assets	$	5,773,230		$	7,561,521

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	4,569,306		$	3,564,546
Deferred revenue (see note 2)		1,589,900			1,704,743
Current portion of operating lease liabilities (see note 5)		53,757			147,663
Total current liabilities		6,212,963			5,416,952

Long-term liabilities:
Long-term portion of deferred revenue (see note 2)		282,756			696,736
Long-term portion of operating lease liabilities (see note 5)		117,853			32,245
Total long-term liabilities		400,609			728,981

Stockholders’ (deficit) equity
Preferred stock, 10,000,000 shares authorized:
Series A Redeemable Convertible Preferred stock, $0.001 par value,
550,000 shares designated; shares issued and outstanding:
123,685 at December 31, 2025 (see note 10)		2,983,857			2,983,857
Common stock, $0.001 par value, 150,000,000 shares authorized, shares issued and
outstanding: 90,477,798 at December 31, 2025 and December 31, 2024		90,479			90,479
Additional paid-in capital		19,590,625			19,529,131
Accumulated deficit		(23,505,303	)		(21,187,879	)
Total stockholders’ (deficit) equity		(840,342	)		1,415,588

Total liabilities and stockholders’ (deficit) equity	$	5,773,230		$	7,561,521

	2025			2024

REVENUE (see note 2)	$	20,253,917		$	18,742,252

COST OF REVENUE		10,773,983			9,868,830

GROSS PROFIT		9,479,934			8,873,422

OPERATING EXPENSES

Sales and marketing		3,362,530			3,341,673
General and administrative		3,202,271			3,645,321
Software development		5,014,341			3,167,712
		11,579,142			10,154,706

OPERATING LOSS		(2,099,208	)		(1,281,284	)

OTHER INCOME (EXPENSES), NET

Foreign exchange (loss) income		(116,737	)		103,736
Interest expense		(53,955	)		(2,508	)
		(170,692	)		101,228

NET LOSS BEFORE INCOME TAXES		(2,269,900	)		(1,180,056	)

Income tax expense (see note 9)		(47,524	)		(146,981	)

NET LOSS	$	(2,317,424	)	$	(1,327,037	)

LOSS PER SHARE (see note 11)

Basic and diluted loss per share	$	(0.03	)	$	(0.01	)

WEIGHTED AVERAGE SHARES OUTSTANDING (see note 11)

Basic and diluted		90,477,798			90,477,798

	Series A Redeemable Convertible Preferred Stock				Common Stock				Additional					Total Stockholders’
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			(Deficit) Equity
Balance, December 31, 2024		123,685	$	2,983,857		90,477,798	$	90,479	$	19,529,131	$	(21,187,879	)	$	1,415,588

Stock-based compensation		-		-		-		-		61,494		-			61,494

Net loss		-		-		-		-		-		(2,317,424	)		(2,317,424	)

Balance, December 31, 2025		123,685	$	2,983,857		90,477,798	$	90,479	$	19,590,625	$	(23,505,303	)	$	(840,342	)

	2025			2024
OPERATING ACTIVITIES:

Net loss	$	(2,317,424	)	$	(1,327,037	)

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,056,199			3,052,676
Bad debt expense		503,077			330,000
Stock-based compensation expense – common stock warrants		61,494			7,086
Changes in assets and liabilities:
Accounts receivable		(688,978	)		(192,128	)
Prepaid expenses		97,209			(42,225	)
Other current assets		(79,627	)		(57,722	)
Deposits		(12,581	)		231
Accounts payable, accrued and other liabilities		1,015,390			1,340,449
Deferred revenue		(528,823	)		569,530
Net cash provided by operating activities		1,105,936			3,680,860

INVESTING ACTIVITIES:

Purchase of property and equipment		(56,562	)		(37,662	)
Capitalized internal-use software development costs		(1,314,804	)		(3,399,893	)
Net cash used in investing activities		(1,371,366	)		(3,437,555	)

Net (decrease) increase in cash and cash equivalents		(265,430	)		243,305

Cash and cash equivalents, beginning of year		585,319			342,014

Cash and cash equivalents, end of year	$	319,889		$	585,319

See supplementary information (Note 12)

	·	Proprietary financial software applications and streaming market data feeds
	·	Subscriptions are typically sold for a fixed fee and revenue is recognized ratably over the term of the subscription.

1.	Corporate Quotestream (Business-to-Business)

	o	Web-delivered, embedded applications providing real-time, streaming market quotes and research information targeted to both professionals and non-professional users.

	o	Revenue is typically earned based on customer usage.

2.	Individual Quotestream (Business-to-Consumer)

	o	Web-delivered, embedded applications providing real-time, streaming market quotes and research information targeted to non-professional users.

	o	Subscriptions are typically sold for a fixed fee and revenue is recognized ratably over the term of the subscription.

	·	Identification of the contract, or contracts, with a customer

	·	Identification of the performance obligations in the contract

	·	Determination of the transaction price

	·	Allocation of the transaction price to the performance obligations in the contract

	·	Recognition of revenue when, or as, the Company satisfies a performance obligation

	2025		2024

Portfolio Management Systems
Corporate Quotestream	$	8,242,495	$	7,219,382
Individual Quotestream		1,834,064		1,833,633
Interactive Content & Data APIs		10,177,358		9,689,237
Total revenue	$	20,253,917	$	18,742,252