QMCI 10-K
Quotemedia Inc (QMCI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period _________ to _________
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or Other Jurisdiction of Incorporation or Organization) |
| (IRS Employer Identification Number) |
(Address of Principal Executive Offices)
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of exchange on which registered |
| OTCQB tier of the OTC Markets |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large, accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large, accelerated filer | ☐ |
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☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ||
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| Emerging growth company |
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of March 20, 2026, there were outstanding
The aggregate market value of common stock held by non-affiliates of the issuer (60,624,539 shares) based on the closing price of the issuer’s common stock as quoted on the OTCQB tier of the OTC Markets as of the last business day of the issuer’s most recently completed second fiscal quarter, June 30, 2025, was $
Documents incorporated by reference: None
QUOTEMEDIA, INC.
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
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STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our “expectations,” “anticipation,” “intentions,” “beliefs,” or “strategies” regarding the future. Our actual results could differ materially from those in the forward-looking statements. Among the factors that could cause actual results to differ materially are the factors discussed in Item 1A. “Risk Factors.”
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PART I
ITEM 1. BUSINESS.
General
QuoteMedia, Inc. (OTCQB: QMCI) is a leading provider of financial data, market research information, analytics, news feeds, and financial software solutions to online brokerages, banks, clearing firms, financial service companies, media portals, and public corporations. We are a sole source for a wide array of market information and services, including streaming stock market data feeds, research and analysis information, content applications, portfolio management systems, software products, corporate investor relations provisioning, news services, mobile apps, and custom development. Our portfolio management products are provided on a SaaS (software as a service) model, as are our other interactive content and data APIs.
We have created a scalable system that aggregates, manages, and streams information from the stock exchanges and from other information and content feeds across both the Web and dedicated telecommunication lines. Because QuoteMedia is a comprehensive single-source market data provider, our clients are not required to deal with multiple data vendors, many of which continue to employ outdated infrastructures and delivery technologies. This allows our clients to license comprehensive financial information applications and raw data more efficiently and cost-effectively.
QuoteMedia offers clients the advantages of a sole source for a broad range of data, information, and services, including:
| · | 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 |
Our data delivery solutions are fast, lightweight, reliable, and easy to implement across all platforms. Our products are technologically advanced, providing a framework for quick implementation, seamless client integration and complete customization.
We are a United States reporting public company that was incorporated in the State of Nevada in 1999. Our shares are quoted on the OTCQB tier of the OTC Markets under the trading symbol QMCI. Our corporate head office is located at 17100 East Shea Boulevard, Suite 230, Fountain Hills, Arizona 85268, and our telephone number is (602) 830-1443. All references to our business operations in this report include the operations of QuoteMedia, Inc. and our operating divisions and subsidiaries.
Our Web site is located at www.quotemedia.com. Through our Web site we make available free of charge the following company information: our annual reports on Form 10-K; our quarterly reports on Form 10-Q; our current reports on Form 8-K; our proxy statements; and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. These reports are available as soon as reasonably practical after we electronically file these reports with the SEC. We also post on our Web site the charter of our Audit Committee; our Corporate Governance Guidelines; our Code of Business Conduct/Ethics and Code of Ethics for the CEO and Senior Financial Officers, and any amendments or waivers thereto; and any other corporate governance materials contemplated by SEC or applicable regulations. These documents are also available in print to any stockholder requesting a copy from our corporate secretary at our principal executive offices.
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Products and Services
QuoteMedia has developed a full range of financial data and market information solutions which are licensed to our clients on a monthly, quarterly, or annual basis. Our products and services are divided into three main categories: Data Feed Services; Interactive Web Content and Data APIs; and Portfolio Management and Real-Time Quote Systems.
Data Feed Services
QuoteMedia offers comprehensive, low latency, tick-by-tick enterprise level streaming market data feeds delivered over the Internet or via dedicated telecommunication lines, as well as supplemental fundamental, historical, and analytical data, keyed to the same symbology which provides a complete market data solution to our customers. Currently, QuoteMedia’s Data Feed services include complete coverage of North American exchanges and over 70 exchanges worldwide. Data Feeds coverage includes equities, options, futures, commodities, currencies, mutual funds, ETFs, and indices. The data is normalized for ease of use and is provided in a wide range of formats and delivery methods. Data is available in real-time, delayed, and end-of-day format, as well as Level 1 and Level 2 (Market Depth).
QuoteMedia has also created Quotestream ConnectTM, a hybrid of our existing Data Feed Services, and our Portfolio Management Systems. It is a new method of delivering real-time data feeds to individual users to power 3rd party applications. In most cases, this allows QuoteMedia to retain Vendor of Record status with the exchanges – resulting in significant savings for our clients in resources and exchange fees.
Interactive Content and Data APIs
QuoteMedia’s proprietary financial software applications and widgets (QModTM) comprise a unique suite of custom Web technologies that combine the power and depth of established financial databases with the flexibility and efficiency of the Web to deliver customized high-quality content to clients around the world. QuoteMedia financial data delivery application products and components comprise an extensive product line that spans the spectrum of Quote Modules, Charts, Market Movers, News, Watch Lists, Tickers, Market Summaries, Option Chains, Filings, Investor Relations Solutions, Fundamentals, Screeners and much more. Our lightweight and fast-loading applications provide an extensive array of information in a variety of delivery vehicles. All our content solutions are completely customizable, embedded directly into client Web pages for seamless integration with existing content, and are licensed to our clients on a recurring subscription basis. Our Interactive Content and Data APIs include the following:
Quote Modules – allow users to enter information and look up various data points on equities, funds, rates, currencies, and the markets. Our Quote Modules provide complete market data and supplemental data coverage. This comprehensive coverage consists of fundamental data (EPS, P/E ratio, dividends, yield, shares outstanding, market cap, etc.), analytical statistics (52 week high/low, moving averages, average volumes, moving performance numbers), historical EOD data (fully adjusted and keyed historical data), market updates, North American indices, market movers, actives, gainers, losers, company information (business description, address, phone, fax, auditors, officers, etc.), classification codes (sector, industry, NAICS, SIC, CIK, etc.), share statistics (shares outstanding, float, holdings, profitability, management effectiveness, short interest, short interest ratio), as well as broader market information such as bank rates and currency values. The data returned is compact, customizable, and incorporates comprehensive information, including charts, news, historical stock prices, market depth, filings, insiders, financials, and other information.
Real-Time Snap Quotes – Cost-effective, customizable, instant real-time quotes and market data, real-time charts, real-time level II, and real-time options. The real-time snap quote service features client-controlled entitlements, comprehensive online tracking, detailed reporting capabilities, and North American exchange fee capping. These features are unique to our company and result in greater efficiency and cost savings for our clients.
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Market Indices – At-a-glance display of market conditions, fed directly from the major North American and international exchanges and index providers.
Charts – Markets and equity charting are available in a variety of formats. Static thumbnails or dynamic interactive charting is available to allow full market charting or individual stock performance displays, including comparisons to other equities or indices, as well as the ability to plot a wide range of technical studies.
Stock Screeners – Allow users to filter stocks based on a wide variety of selection criteria, including sector/industry, share price, market cap, exchange, EPS, P/E ratio, etc.
Fund Screeners – Allow users to filter US or Canadian mutual funds based on an array of distinct characteristics, including fund types, performance metrics, fee structures, etc.
News – Topic-based, sector-based, and equity-based lookup of news stories and commentary relating to the markets, individual companies, or specific areas of interest.
Watch Lists – Display current values and trends for a group of user-defined equities and indices.
Market Statistics – Top gainers and losers on the day for a variety of exchanges and detailed statistical analysis of most actively traded stocks. A variety of economic indicators are also provided.
Financial Calendars – Including Corporate Events Calendars, Economic Calendars, Stock Market Holiday, and Trading Calendars etc.
Wallboards – Deliver updated market data and news headlines in Real-Time for display to power the wallboard for trade floors, classrooms or other wall displays. Ideal for displaying Indices, Commodities Prices (such as Gold, Silver, Oil and Gas), Currencies, Rates, News Headlines and Commentary, and can even incorporate a client’s own content or advertising.
Finance Calculators – Examples include Bond Yield, Cost Basis, Future Asset Value, Loan Payment, Investment Calculator, Monthly Mortgage Payment, Present Asset Value, Rate of Return, Total Return, Currency Converter, etc.
Investor Relations – Information on current value, historical data, charting and news, and other data related to individual public companies for investor relations information provisioning. These products provide a turnkey and self-updating investor relations solution for corporate Web sites and their investors.
QMod – QuoteMedia’s proprietary web delivery system, called QMod, was created for secure market data provisioning as well as ease of integration and unlimited customization and responsiveness. QMod is an extensible market data component JavaScript library used to deliver market data content to Web platforms powered by JSON back-ends. With extensibility in mind, QMod can be utilized to build custom applications on demand for clients as well as continue to improve existing and new components with ease. The resulting widgets are mobile-ready because they automatically re-size and optimize based on the type of device they are viewed on – whether a laptop, tablet, or any model of mobile phone. And, unlike competitive products, QMod is SEO friendly, providing self-generating, automatically updating content that is optimized for search engine indexing – whereas the content and associated links delivered through most competitors’ widgets are essentially invisible to search engine web crawlers.
Portfolio Management Systems
QuoteMedia offers three leading edge portfolio managements systems: Quotestream™ Desktop and Mobile; Quotestream Professional; and a Web Portfolio Management product. Each of these systems can be implemented independently, or they can be employed in conjunction with each other to provide a complete portfolio management solution for both nonprofessionals and professionals.
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Quotestream Desktop (Download), Web (Browser) and Mobile Apps
QuoteMedia’s proprietary software, Quotestream, is our unique, Web-delivered, embedded application providing real-time, tick-by-tick, streaming market quotes and research information. Quotestream is the next generation portfolio management system for nonprofessional users, with enhanced features and functionality compared to our original Quotestream product – most notably tick-by-tick true streaming data, significantly enhanced charting features, and a broad range of additional research and analytical content and custom functionality. Quotestream is geared towards providing a professional-level experience to non-professional users. Coverage includes North American and LSE real-time data, NASDAQ, TSX, TSXV and LSE Level 2 data (market depth), market indices, dynamic and interactive charts, options, news, and research information, and end-of-day quote data for over 35 international exchanges, in an easy-to-use and highly configurable interface.
Quotestream Web is the latest HTML5, browser-based version of Quotestream. No downloads or installations are required with this quick, lightweight, and robust application. It is a sophisticated streaming portfolio management solution that only requires a browser, allowing users to track investments and access research data with ease.
The Quotestream Suite of products has been designed specifically for syndication and private branding by brokerage, banking, and other corporate clients. It can be fully integrated into existing user registration databases, portfolio systems and on-line trading systems, thus enabling any brokerage, clearing firm, bank, or other corporation to seamlessly complement their existing product offerings and differentiate themselves from their competition.
QuoteMedia corporate clients purchase volume licenses for their customers, gaining significant increases in customer attraction, retention and activity, and increased revenues as a result.
Quotestream Web and Desktop offer the user custom portfolios and watchlists, market summaries, Level 1 and Level 2 data, a trade trend meter, volume leaders, top gainers and losers, company news, insider activity, SEC filings, research, analysis and opinions, earnings forecasts, news, index/stock ticker, intraday and historical charting, interactive charting, desktop alerts, and email alerts. Users may fully customize their workspaces to suit their needs. The design also offers quite simple point-and-click and drag-and-drop navigation with little or no typing involved. Quotestream displays in full screen mode, providing a comprehensive professional trade terminal-style interface.
QuoteMedia’s Quotestream Mobile is a revolutionary mobile companion to the Desktop and Web product that allows users to access financial data, news, and charting in real-time or delayed modes, from handheld devices. Quotestream Mobile allows users to manage their portfolios and watchlists, and access market research on phones and tablets. Quotestream Mobile supports iOS™ and Android™.
Quotestream Mobile can be integrated with any brokerage/clearing firm’s existing on-line trading platform without the installation of expensive business enterprise servers. Additionally, the application is designed to allow private branding by brokerage, banking, and other corporate clients.
Quotestream Mobile, Quotestream Desktop, and Quotestream Web are true companion products as any changes made to portfolios in either application is automatically reflected in the other.
Quotestream Professional
Quotestream Professional is designed specifically for use by financial services professionals and their key support personnel, offering exceptional coverage and functionality at extremely aggressive pricing. Quotestream Professional features broad market coverage, reliability, complete flexibility, ultra-low-latency tick-by-tick data, as well as completely customizable screens, advanced charting, comprehensive technical analysis, news, and research data.
Quotestream Professional was created with the latest technology, making QuoteMedia’s professional application one of the most sophisticated, user-friendly, and dependable market data and technical analysis solutions available to market professionals today. It provides true thin client access as there is no software to download, no upgrades to install, and no technical staff required. Quotestream Professional is accessed via the Internet, avoiding expensive server and circuit infrastructure requirements.
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Quotestream Professional also features mobile access to the same portfolios and market data entitlements through mobile devices. The desktop and mobile applications work in a companion relationship, where any changes made on one device immediately transfer to the other.
Web Portfolio Manager
The Web Portfolio Manager is a user-friendly yet powerful solution allowing users to track their holdings, conduct in-depth research and analyze performance for all stocks, mutual funds and indices listed on any of the major global exchanges.
The Web Portfolio Manager provides immediate Web access to detailed Quote Data, Market and Company News, Charting, Depth / Level II, Filings, Historical Data, Snap Quotes and more. The Web Portfolio Manager is an efficient and economical solution for both the new and experienced investor.
The Web Portfolio Manager offers corporate clients such as banks, wealth management companies, brokerages, clearing firms and Web portals an ideal opportunity to cost-effectively provide premium online portfolio management services for their investor customers.
The Web Portfolio Manager can be integrated with the Quotestream products so that changes in any one platform, including real-time data entitlements, are reflected across the other systems.
Quotestream Connect
Quotestream Connect is a hybrid of our existing Data Feed Services, and our Portfolio Management Systems. It is a new method of delivering real-time data feeds to individual users to power third party applications. In most cases, this allows QuoteMedia to retain Vendor of Record status with the exchanges – resulting in significant savings for our clients in resources and exchange fees.
Products Competitive Advantage
Our products attract a broad market base, targeting corporate clients worldwide and providing comprehensive financial data services in a wide selection of custom packages. Markets for our services include:
| · | 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 |
Our financial data services provide a sensible solution to the high up-front cost of in-house developed software. We leverage our technical talent and innovative infrastructure across multiple client platforms, thus creating an economical, efficient, and scalable system that can manage and deliver information application capabilities to an unlimited number of entities from data centers and content feeds across the Internet and over dedicated lines. Our data feeds have among the lowest latency of any available in the market and are developed and delivered using technology that is more current than that used by many major competitors in this market. Our marketing strategy is based on the following key competitive advantages:
Superior Products – Our goal has always been to create the best products on the market. We develop all our products in-house and take pride in creating quality applications. Our products stand out for their superior design, user-friendliness, ease of implementation, customizability, reliability, data speed, accuracy, and comprehensiveness.
Custom Development – QuoteMedia’s ability to provide complete custom design and development services differentiates us from our competitors. We can create custom market data applications and software engineered precisely to our clients’ specifications, and the speed with which we are able to take a product from concept to deliverable truly sets us apart.
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Data Speed and Quality – Our connections to the world’s exchanges for equities and derivatives have most sources of latency removed allowing us to deliver extremely fast, accurate, and reliable data.
Single Source Provider – Clients are eager to acquire premium market data feeds, financial applications, streaming solutions, and news and research information from a sole source provider. Rather than having to license applications, information and market data from multiple sources, our clients enjoy the benefits of dealing with a single comprehensive market data supplier.
Cutting Edge Data Delivery Technology - We use state-of-the-art hardware and software systems for maximum speed and efficiency. This provides us with a distinct advantage over our competitors, most of whom use outdated data delivery technologies based on legacy style data networks.
Effective Marketing – We have implemented a marketing strategy that focuses on multiple markets for our products and services, from individual nonprofessional end users to corporate and institutional clients and their customers.
Low Infrastructure Costs - Because of the unique technological advancements in data delivery developed by our company, our distribution model, and the strategic partnerships that are in place, we have maintained very low corporate overhead. All our development is completed in-house, resulting in significant cost efficiencies. This allows us to focus our resources on data management, data acquisition, customer satisfaction, and business development activities. Our low-cost base of development and operation also allows us to maintain very competitive pricing.
Competition
Many companies provide financial market data and related information. Companies such as Bloomberg and LSEG Data & Analytics and Factset are some of the data providers in this highly competitive marketplace.
While there are many financial data providers, what differentiates us from others is that we offer clients a comprehensive solution for stock market-related information provisioning with more advanced technologies than employed by most of our competitors. Our diversity of technical expertise, agile responsiveness to custom corporate requirements and development needs, and proven commitment to superior delivery technologies have established QuoteMedia as a frontrunner in the financial market data industry.
QuoteMedia’s array of products benefit clients with an exceptional number of strong technical differentiators in embedded, fully private-labeled, and seamlessly integrated environments which combine to offer strong market differentiation.
Trademarks, Domain Names, and Intellectual Property
We own the trademarks for “QuoteMedia”, “Quotestream” and “QMod”, the domain names www.quotemedia.com; www.quotestream.com; and www.quotestream.ca. We will continue to own and protect these key assets into the future.
We protect our other intellectual property by a combination of copyrights, trademarks and confidentiality agreements with our employees, customers, and other agents.
Regulatory Issues
We are not subject to any special governmental regulation concerning our supplying of products and services to the marketplace, and we believe we are complying in all material respects with all existing regulations governing other aspects of our businesses.
Employees
We currently have a total of 115 full-time employees, with 8 located in the United States and 107 located in Canada. Our employees are not members of any union, nor have we entered into any collective bargaining agreements. We believe that we have a good relationship with our employees. With the successful implementation of our business plan, we may continue to hire additional employees during fiscal 2026 to handle anticipated growth in the areas of administration, programming, sales, marketing, and customer care.
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ITEM 1A. RISK FACTORS.
You should carefully consider the following factors, in addition to those discussed elsewhere in this report, in evaluating our company and our business.
There is substantial doubt about our ability to continue as a going concern. These consolidated financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $23,505,303 and further losses are anticipated in the development of its business. The Company does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. In order to continue to meet its fiscal obligations in the current fiscal year and beyond, the Company may need to seek additional financing. This raises substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
Catastrophic events outside of our control may impact on our business. The U.S. and global markets have, from time to time, experienced periods of disruptions due to a natural disaster, such as a tsunami, power shortage, or flood; public health crises, such as a pandemic or epidemic; political crises, such as terrorism, war, or other conflict; or other events outside of our control that may occur and adversely impact our business and operating results. The conflicts in the Middle East and Ukraine have caused instability in global economies. We will closely monitor the impact of these conflicts on all aspects of our business, including how it will impact team members, customers, suppliers, and global markets. The extent to which these conflicts may impact our business will depend on future developments, which are highly uncertain and cannot be predicted.
New tariffs or taxes could impact our business. We rely on foreign development, customer service, and lead generation services. The new tariffs proposed by the U.S. government do not apply to digital services, however a discriminatory (non-tariff) tax could be applied to income on digital services performed by foreign companies which would increase our costs. Tariffs could also lead to a general slowdown in economic activity, which could negatively impact our business. The extent to which tariffs may impact our business will depend on future developments, which are highly uncertain and cannot be predicted.
Declining activity levels in the securities markets or the failure of market participants could lower demand for our services. Our business is dependent upon the health of the financial markets as well as the financial health of the participants in those markets. The recent uncertainty in the global financial markets could result in lower activity levels, including lower trading volumes and a substantial reduction in the number of issuances of new securities. It could also lead to the collapse of some market participants. Some of the demand for financial market data is dependent upon activity levels in the securities markets, while other demand is static and is not dependent on activity levels. If a downturn in the global financial markets results in a prolonged, significant decline in activity levels or continues to have an adverse impact on the financial condition of our customers, our revenue could be materially adversely affected.
The impact of cost-cutting pressures across the industries we serve could lower demand for our services. During 2025 we saw customers continue their focus on containing or reducing costs because of the more challenging market conditions, and this trend may continue into 2026. Customers within the financial services industry that strive to reduce their operating costs may continue to reduce their spending on financial market data and related services. If customers elect to reduce their spending with us, our results of operations could be materially adversely affected. Alternatively, customers may use other strategies to reduce their overall spending on financial market data services by consolidating their spending with fewer vendors, by selecting vendors with lower-cost offerings or by self-sourcing their need for financial market data. If customers elect to consolidate their spending on financial market data services with other vendors instead of us, if we cannot price our services as aggressively as the competition, or if customers elect to self-source their needs, our results of operations could be materially adversely affected.
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Consolidation of financial services within and across industries, or the failure of financial services firms could lower demand for our services. Over the past few years there has been consolidation among some participants in the financial markets and the collapse of others. We continue to deliver services to several customers currently involved in the process of a merger or acquisition. As consolidation occurs and synergies are achieved, there may be fewer potential customers for our services. There are two types of consolidations: consolidations within an industry, such as banking; and across industries, such as consolidations of insurance, banking, and brokerage companies. When two companies that separately subscribe to or use our services combine, they may terminate or reduce duplicative subscriptions for our services, or if they are billed on a usage basis, usage may decline due to synergies created by the business combination. A large number of cancellations, or lower utilization on an absolute dollar basis resulting from consolidations, could have a material adverse effect on our revenue. In addition, if financial services firms accounting for a material percentage of our revenues or profit cease operations because of bankruptcy and the assets of such customers are not acquired by successor entities, such events could have a material adverse effect on our results of operations.
Adverse capital and credit market conditions could limit our access to capital. The capital and credit markets have been experiencing extreme volatility and disruption for the past few years. Disruptions, uncertainty or volatility in the capital and credit markets may limit our access to capital required to operate and grow our business. As such, we may be unable to raise capital or bear an unattractive cost of capital which could reduce our financial flexibility.
If we are unable to maintain relationships with key suppliers and providers of market data, we will not be able to provide our services to our customers. We depend on key suppliers for the data we provide to our customers. Some of this data is exclusive to particular suppliers, such as national stock exchanges, and cannot be obtained from other suppliers. In other cases, although the data may be available from secondary sources, the secondary source may not be as adequate or reliable as the primary or preferred source, or we may not be able to obtain replacement data from an alternative supplier without undue cost and expense, if at all. We generally obtain data via license agreements. The disruption of any license agreement with a major data supplier could disrupt our operations and lead to an adverse impact on our results of operations.
A prolonged outage at one of our data centers that we share could result in reduced revenue and the loss of customers. Our customers rely on us for time-sensitive, up-to-date data that is reliably delivered. Our business is dependent on our ability to rapidly and efficiently process substantial quantities of data and transactions on our computer-based networks and systems. Our computer operations and those of our suppliers and customers are vulnerable to interruption by fire, natural disaster, power loss, telecommunications failure, terrorist attacks, acts of war, internet failures, computer viruses and other events beyond our reasonable control. We maintain multiple redundant data centers to minimize the risk that any such event will disrupt operations. In addition, we maintain insurance for such events. However, the business interruption insurance we carry may not be sufficient to compensate us fully for losses or damages that may occur because of such events. Any such losses or damages incurred by us could have a material adverse effect on our business. Although we seek to minimize these risks through security measures, controls and redundant data centers, there can be no assurance that such efforts will be successful or effective.
We compete against companies with greater financial resources. We operate in highly competitive markets in which we compete with other distributors of financial and business information and related services. We expect competition to continue to be rigorous. Some of our competitors and potential competitors have significantly greater financial, technical, and marketing resources than we have. These competitors may be able to expand product offerings and data content more effectively, and to respond more rapidly than us to new or emerging technologies, changes in the industry or changes in customer needs. They may also be able to devote greater resources to the development, promotion, and sale of their products. Increased competition in the future could limit our ability to maintain or increase our market share or maintain our margins and could have a material adverse effect on our business, financial condition, or operating results.
New product offerings by competitors or new technologies could cause our services to become obsolete. We operate in an industry that is characterized by rapid and significant technological change, frequent new services, data content and coverage enhancements, and evolving industry standards. Without the timely introduction of new services and data content and coverage enhancements, our services could become technologically obsolete or inadequate over time, in which case our revenue and operating results would suffer. We expect our competitors to continue to improve the performance of their current services, to enhance data content and coverage and to introduce new services and technologies such as artificial intelligence (AI). These competitors may adapt more quickly to new technologies, changes in the industry and changes in customers’ requirements than we can. If we fail to adequately anticipate customers’ needs and technological trends accurately, we will be unable to introduce new services into the market and our ability to compete will be materially adversely impacted. Further, if we are unsuccessful at developing and introducing new services that are appealing to customers, with acceptable prices and terms, or if any such new services are not made available in a timely manner, our ability to compete would be materially adversely impacted. In both cases our ability to generate revenue could suffer and our business and operating results could be materially adversely affected. We will need to successfully enhance or add to current services to effectively expand into new geographic areas. In addition, new services, data content and coverage that we may develop and introduce may not achieve market acceptance and would result in lower revenue.
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We may need additional capital with which to implement our business plan, and there is no agreement with any third party to provide such capital. Implementing our business plan may require additional equity or debt financing. If we require additional funding or determine it appropriate to raise additional funding in the future, there is no assurance that adequate funding, whether through additional equity financing, debt financing, or other sources, will be available when needed or on terms acceptable to us. Further, any such funding may result in significant dilution to existing stockholders. The inability to obtain sufficient funds from operations and external sources when needed may have a material adverse effect on our business, results of operations, and financial condition.
We depend on key personnel and expect to hire additional personnel. Our performance substantially depends on the services of David M. Shworan, President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of our company. The loss of Mr. Shworan, or our other key employees, could have a material adverse effect on our business. Our future success will also depend in large part upon our ability to attract and retain highly skilled management, technical engineers, sales and marketing personnel, and finance and technical personnel. Competition for such personnel is intense and there can be no assurance that we will be able to attract and retain such personnel. The loss of the services of any key personnel, the inability to attract or retain qualified personnel in the future, or any delays in hiring required personnel, particularly technical engineers, and sales personnel, could have a material adverse effect on our business, results of operations, and financial condition.
We may need to spend significant amounts of money to protect against security breaches. A party who can circumvent our security measures could misappropriate proprietary information or cause interruptions in our Internet operations. We may be required to expend significant capital and resources to protect against the threat of such security breaches or to alleviate problems caused by such breaches. Consumer concern over Internet security has been, and could continue to be, a barrier to commercial activities requiring consumers to send their credit card information over the Internet. Computer viruses, break-ins, or other security problems could lead to misappropriation of proprietary information and interruptions, delays, or cessation in service to our customers. Moreover, until more comprehensive security technologies are developed, the security and privacy concerns of existing and potential customers may inhibit the growth of the Internet as a merchandising medium. Were these risks to occur, our business, results of operations, and financial condition could be materially adversely affected.
The success of our anticipated future growth depends upon our ability to successfully manage the growth of our proposed operations. We expect to experience growth in our number of employees and scope of operations. Our future success will depend upon our ability to successfully manage the expansion of our operations. Our ability to manage and support our growth effectively will depend on our ability to implement adequate improvements to financial and management controls, reporting, order entry systems, and other procedures and hire sufficient numbers of financial, accounting, administrative, and management personnel. Our expansion and the resulting growth in the number of our employees will result in increased responsibility for both existing and new management personnel. There can be no assurance that we will be able to identify, attract, and retain experienced accounting and financial personnel. Our future operating results will depend on the ability of our management and other key employees to implement and improve our systems for operations, financial control, and information management and to recruit, train, and manage our employee base. There can be no assurance that we will be able to achieve or manage any such growth successfully or to implement and maintain adequate financial and management controls and procedures. Any inability to do so may have a material adverse effect on our business, results of operations, and financial condition. Our future success depends upon our ability to address potential market opportunities while managing our expenses to match our ability to finance operations. This need to manage our expenses may place a significant strain on our management and operational resources. If we are unable to manage our expenses effectively, our business, results of operations, and financial condition may be adversely affected.
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Penny stock rules may make buying or selling our common stock difficult. Our common stock in the past has been, and from time to time in the future may be, subject to the “penny stock” rules as promulgated under the Securities Exchange Act of 1934. In the event that no exclusion from the definition of a “penny stock” under the Exchange Act is available, then any broker engaging in a transaction in our common stock will be required to provide each customer with:
| · | A risk disclosure document. |
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| · | Disclosure of market quotations, if any. |
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| · | Disclosure of the compensation of the broker-dealer and its salesperson in the transaction; and |
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| · | Monthly account statements showing the market values of our securities held in the customer’s accounts. |
The bid and offer quotation and compensation information must be provided prior to effecting the transaction and must be contained in the customer’s confirmation. Certain brokers are less willing to engage in transactions involving “penny stocks” because of the additional disclosure requirements described above, which may make it more difficult for holders of our common stock to dispose of their shares.
Investors should not expect to receive a dividend in the future. We have never paid any cash dividends on our common stock and do not currently anticipate that we will pay dividends in the foreseeable future. Instead, we intend to apply the earnings to the expansion and development of our business.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY
The Company’s information technology, communication networks, system applications, accounting and financial reporting platforms and related systems are
The Company’s cybersecurity strategy focuses on detection, protection, incident response, security risk management and mitigation, and resiliency of the cybersecurity infrastructure. The Company relies primarily on its qualified internal team, with
The Company’s employees identify and assess risks from cybersecurity threats by monitoring and evaluating the cybersecurity threat environment and the Company’s risk profile. The Company is not currently aware of any risks from cybersecurity threats, nor has the Company had a previous cybersecurity incident that in either case have
The Company’s Audit Committee holds oversight responsibility over the Company’s cybersecurity strategy and risk management. The Audit Committee engages in regular discussions with management and, if and when deemed appropriate by management or the Audit Committee, third party service providers, regarding the Company’s significant financial risk exposures and the measures implemented to monitor and control these risks, including those that may result from material cybersecurity threats. We have completed various security audits and certifications, including SOC 2 Type II.
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ITEM 2. PROPERTIES.
We lease executive office space in Fountain Hills, Arizona. The term of this lease expires June 30, 2026.
We lease office space for technical staff in Vancouver, British Columbia, Canada. The term of this lease expires September 30, 2030. We lease office space for sales and customer support staff in Parksville, British Columbia, Canada. The term of this lease expires April 30, 2026.
We believe our current facilities are adequate to meet our needs for the foreseeable future and that suitable additional or alternative space will be available in the future on commercially reasonable terms as needed.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is quoted on the OTCQB tier of the OTC Markets under the symbol “QMCI.” As of March 20, 2026, there were approximately 131 holders of record of our common stock. As of March 20, 2026, the closing price for our common stock was $0.14.
As of March 20, 2026, there were 123,685 shares outstanding of Series A Redeemable Convertible Preferred Stock, par value $0.001 per share. The Series A Redeemable Convertible Preferred Stock has a redeemable value of $25 and is convertible into 83.33 shares of our common stock if the common stock trades above $0.30 for 90 consecutive trading days.
Dividend Policy
We have never paid any cash dividends to holders of our common stock, and for the foreseeable future we intend to retain any earnings to finance our operations and do not anticipate paying cash dividends with respect to our common stock. Subject to the preferences that may be applicable to any then-outstanding preferred stock, the holders of our common stock will be entitled to receive such dividends, if any, as may be declared by our Board of Directors, from time to time, out of legally available funds. Payments of any cash dividends in the future will depend on our financial condition, results of operations, and capital requirements as well as other factors deemed relevant by our Board of Directors.
Issuer Purchases of Equity Securities
During 2025, no shares of our common stock were repurchased, and no Series A Redeemable Convertible Preferred Stock were redeemed.
ITEM 6. [RESERVED]
Not applicable.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
We are a developer of financial software and a distributor of market data and research information to online brokerages, clearing firms, banks, media properties, public companies, and financial service corporations worldwide. Through the aggregation of information from many direct data, news, and research sources, we offer a comprehensive range of solutions for all market-related information provisioning requirements.
We have three general product lines: Interactive Content and Data APIs, Data Feed Services, and Portfolio Management Systems. For financial reporting purposes, our product categories share similar economic characteristics and share costs; therefore, they are combined into one reporting segment.
Our Interactive Content and Data APIs consist of a suite of software applications that provide publicly traded company and market information to corporate clients via the Internet. Products include stock market quotes, fundamentals, historical and interactive charts, company news, filings, option chains, insider transactions, corporate financials, corporate profiles, screeners, market research information, investor relations provisions, level II, watch lists, and real-time quotes. All our content solutions are completely customizable and embedded directly into client Web pages for seamless integration with existing content. We are continuing to develop and launch new modules of QMod, our new proprietary Web delivery system. QMod was created for secure market data provisioning as well as ease of integration and unlimited customization. Additionally, QMod delivers search engine optimized (SEO) ready responsive content designed to adapt on the fly when rendered on mobile devices or standard Web pages – automatically resizing and reformatting to fit the device on which it is displayed.
Our Data Feed Services consist of raw streaming real-time market data delivered over the Internet or via dedicated telecommunication lines. We provide supplemental fundamental, historical, and analytical data, keyed to the same symbology, which provides a complete market data solution offered to our customers. Currently, QuoteMedia’s Data Feed services include complete coverage of North American exchanges and over 70 exchanges worldwide. For financial reporting purposes, Data Feed Services revenue is included in the Interactive Content and Data APIs revenue totals.
Our Portfolio Management Systems consist of Quotestream, Quotestream Mobile, Quotestream Professional, and our Web Portfolio Management systems. Quotestream Desktop is an Internet-based streaming online portfolio management system that delivers real-time and delayed market data to both consumer and corporate markets. Quotestream has been designed for syndication and private branding by brokerage, banking, and Web portal companies. Quotestream’s enhanced features and functionality – most notably tick-by-tick true streaming data, significantly enhanced charting features, and a broad range of additional research and analytical content and functionality – offer a professional-level experience to nonprofessional users.
Quotestream Professional is specifically designed for use by financial services professionals, offering exceptional coverage and functionality at extremely aggressive pricing. Quotestream Professional features broad market coverage, reliability, complete flexibility, ultra-low-latency tick-by-tick data, as well as completely customizable screens, advanced charting, comprehensive technical analysis, news, and research data.
Quotestream Mobile is a true companion product to the Quotestream desktop products (Quotestream and Quotestream Professional) – any changes made to portfolios in either the desktop or mobile application are automatically reflected in the other.
A key feature of QuoteMedia’s business model is that all our product lines generate recurring monthly licensing revenue from each client. Contracts to license Quotestream to our corporate clients, for example, typically have a term of one to five years and are automatically renewed unless notice is given at least 90 days prior to the expiration of the current license term. We also generate Quotestream revenue through individual end-user licenses on a monthly or annual subscription fee basis. Interactive Content and Data APIs and Market Data Feeds are licensed for a monthly, quarterly, annual, or semi-annual subscription fee. Contracts to license our Financial Data Products and Data Feeds typically have a term of one to five years and are automatically renewed unless notice is given 90 days prior to the expiration of the contract term.
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Business Environment and Trends
While our licensed-based revenue is generally recurring in nature, the uncertainty caused by the recent market downturn and rising inflation may result in some clients delaying purchasing decisions, product and service implementations or cancel or reduce spending with us.
New tariffs proposed by the U.S. government could lead to a general slowdown in economic activity, which could negatively impact our business.
Events in the Middle East and Ukraine have continued to cause disruptions in the global financial markets. While we do not have any operations in the Middle East, Ukraine or Russia, we will continue to monitor the situation as a prolonged conflict could impact our business.
Approximately 36% of our revenue and 39% of our expenses are denominated in Canadian dollars. The Canadian dollar depreciated 2% against the U.S. dollar when comparing the average exchange rate for the year ended December 31, 2025 versus the comparative 2024 year. This decreased both Canadian dollar revenues and expenses once translated into U.S. dollars, but because our Canadian dollar revenue and expenses are evenly matched, the exchange rate fluctuation had minimal impact on our net income and cash flows.
Our revenue increased 8% in 2025 versus the comparative 2024 year. For fiscal 2026, based on revenue already under contract we expect an increase in revenue growth and a significant improvement to the net loss we incurred in 2025.
We reduced the number of development staff in late 2024 as some of our major development projects are near completion. However, our development cost expense significantly increased this year due to a higher percentage of development salaries being expensed rather than capitalized, as more development time was spent on system maintenance and other development activities that did not meet the criteria for capitalization. While this had no impact on our cash flow, it had a negative impact on our earnings as we are expensing development costs in the current period related to past capitalized development. We expect this trend to continue in 2026, although its impact will diminish over time.
Plan of Operation
For 2026 we plan to continue to expand our product lines and improve our infrastructure. We plan to continue to add more features and data to our existing products and release newer versions with improved performance and flexibility for client integration. We plan to continue to leverage artificial intelligence (AI) tools, where possible, to automate this process. This expansion is expected to result in both increased revenue and costs for the fiscal year 2026.
We will maintain our focus on marketing Quotestream for deployments by brokerage firms to their retail clients and continue our expansion into the investment professional market with Quotestream Professional. We also plan to continue the growth of our Data Feed Services client base, particularly through the addition of major new international data feed coverage, as well as new data delivery products.
QuoteMedia will continue to focus on increasing the sales of its Interactive Content and Data APIs, particularly in the context of large-scale enterprise deployments encompassing solutions ranging across several product lines. QMod is a major component of this strategy, given the broad demand for mobile-ready, SEO-friendly Web content.
Important development projects for 2026 include broad expansion of data and news coverage, including the addition of a wide array of international exchange data and news, video feeds, expansion of fixed-income coverage, and the introduction of several new and upgraded market information products.
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New deployments of our trade integration capabilities, which allow our Quotestream applications to interact with our brokerage clients’ back-end trade execution and reporting platforms (enabling on-the-fly trade execution and tracking of holdings) are underway and will continue to be a priority in the coming year.
We are also creating new proprietary data sets, analytics, and scoring mechanisms. We are now aggregating data direct from the sources to produce data sets that are proprietary to QuoteMedia. This allows us to offer our clients new data products and lower our product cost structure as we replace some of our existing data providers with our own lower cost data.
Opportunistically, efforts will be made to evaluate and pursue the development of additional new products that may eventually be commercialized by our company. Although not currently anticipated, we may require additional capital to execute our proposed plan of operation. There can be no assurance that such additional capital will be available to our company on commercially reasonable terms or at all.
Our future performance will be subject to a number of business factors, including those beyond our control, such as a continuation of market uncertainty and evolving industry needs and preferences, as well as the level of competition and our ability to continue to successfully market our products and technology. There can be no assurance that we will be able to successfully implement our marketing strategy, continue our revenue growth, or maintain profitable operations.
Critical Accounting Policies and Estimates
Management’s Discussion and Analysis discusses our financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. On an ongoing basis we evaluate our estimates and judgments. We base our estimates and judgments on historical experience and on various other factors that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.
Revenue recognition
In accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), we recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services by applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
We exercise judgment in assessing the creditworthiness of our customers and therefore in our determination of whether collectability is reasonably assured. Should changes in conditions cause us to determine that these criteria are not met for future transactions, revenue recognized in future reporting periods could be adversely affected.
Capitalized Application Software
Capitalized software costs include costs incurred in connection with the internal development of software. These costs relate to software used by subscribers to access, manage and analyze information in the Company’s databases. Capitalized costs associated with internally developed software are amortized over three years which is their estimated economic life. We exercise significant judgment in determining that capitalized application software costs meet the criteria established in Financial Accounting Standards Board (“FASB”) ASC 350-40, Internal-Use Software. The most significant estimates are the allocation of our development personnel’s time working on capitalized internally developed software.
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For the years ended December 31, 2025, and 2024, the Company capitalized $1,314,804 and $3,399,893 of costs, respectively, related to upgrades and enhancements made to existing software applications. Software applications are used by the Company’s subscribers to access, manage and analyze information in the Company’s databases. For the years ended December 31, 2025, and 2024, amortization expenses associated with the internally developed application software were $2,950,464 and $2,911,259, respectively. At December 31, 2025 and 2024, the remaining book value of the capitalized application software was $3,405,884 and $5,041,544.
Going Concern
These consolidated financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $23,505,303 and further losses are anticipated in the development of its business. The Company does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. In order to continue to meet its fiscal obligations in the current fiscal year and beyond, the Company may need to seek additional financing. This raises substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
Recent Accounting Pronouncements
Not Yet Adopted
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles--Goodwill and Other--Internal-Use Software” (“ASU No. 2025-06”), which removes all references to sequential software development project stages and establishes new capitalization criteria. In order for capitalization to begin under the new guidance, management must authorize and commit to funding a project and meet a probable-to-complete recognition threshold. In evaluating whether the probable-to-complete recognition threshold has been met, management is required to consider whether there is a significant development uncertainty associated with the software project. The amendments in this ASU may be applied using (1) a prospective transition approach applying the guidance to new software costs incurred as of the beginning of the period of adoption for all projects, including in-process projects, (2) a retrospective transition approach by recasting comparative periods and recognizing a cumulative-effect adjustment to the opening balance of retained earnings, or (3) a modified transition approach applying the amendments on a prospective basis to new software costs incurred except for in-process projects that, as of the date of adoption the entity determines do not meet the capitalization requirements under the new guidance. ASU No. 2025-06 is effective for the Company in the first quarter of fiscal year 2029. Early adoption is permitted. The Company is currently assessing the impact that the adoption of ASU 2025-06 will have on the Company’s Consolidated Financial Statements.
In September 2025, the FASB issued ASU No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)”, which refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. ASU No. 2025-07 is effective for the Company in the first quarter of fiscal year 2027. The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) modified retrospectively to any or all prior periods presented in the financial statements. Early adoption of the amendments is permitted. The Company is currently assessing the impact that the adoption of ASU No. 2025-07 will have on the Company’s Consolidated Financial Statements.
In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). This accounting standard provides a practical expedient allowing entities to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses. ASU 2025-05 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2025, with early adoption permitted and should be applied prospectively. The Company is evaluating the impact of ASU 2025-05 and expects the standard will not have a material impact on the consolidated financial statements and related disclosures
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In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. Additionally, the amendment requires a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For public business entities, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”). This standard provides transparency to income tax disclosures related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 for public entities with early adoption permitted. The amendments in ASU 2023-09 will be applied prospectively in the consolidated financial statements. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements other than the additional disclosures.
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.
Results of Operations
Revenue
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| Years ended December 31 |
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| 2025 |
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| 2024 |
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Corporate Quotestream |
| $ | 8,242,495 |
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| $ | 7,219,382 |
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| $ | 1,023,113 |
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| 14 | % |
Individual Quotestream |
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| 1,834,064 |
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| 1,833,633 |
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| 431 |
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| 0 | % |
Total Portfolio Management Systems |
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| 10,076,559 |
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| 9,053,015 |
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| 1,023,544 |
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| 11 | % |
Interactive Content and Data APIs |
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| 10,177,358 |
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| 9,689,237 |
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| 488,121 |
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| 5 | % |
Total Licensing Revenue |
| $ | 20,253,917 |
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| $ | 18,742,252 |
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| $ | 1,511,665 |
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| 8 | % |
Total licensing revenue increased by 8% when comparing the years ended December 31, 2025, and 2024.
Total Portfolio Management System revenue increased by 11% when comparing the years ended December 31, 2025, and 2024. Corporate Quotestream increased by 14% due to increases in the number of customers and average revenue per customer. Individual Quotestream revenue was flat for the year ended December 31, 2025, from the comparative period in 2024.
Interactive Content and Data APIs revenue increased by 5% for the year ended December 31, 2025, from the comparative period in 2024 due mainly to an increase in the average revenue per client.
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Cost of Revenue and Gross Profit Summary
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| 2024 |
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Cost of revenue |
| $ | 10,773,983 |
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| $ | 9,868,830 |
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| $ | 905,153 |
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| 9 | % |
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Gross profit |
| $ | 9,479,934 |
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| $ | 8,873,422 |
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| $ | 606,512 |
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| 7 | % |
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Gross margin % |
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| 47 | % |
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| 47 | % |
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Our cost of revenue consists of fixed and variable stock exchange fees and data feed provisioning costs. The cost of revenue also includes amortization of capitalized internal-use software costs. We capitalize the costs associated with developing new products during the application development stage.
Our cost of revenue increased 9% for the year ended December 31, 2025, from the comparative period in 2024. The increase was mainly due to increased variable stock exchange fees related to our increase in revenue, as well as price increases for fixed stock exchange fees from the comparative period.
Overall, the cost of revenue remained unchanged as a percentage of sales, as our gross margin percentage remained was 47% for the years ended December 31, 2025 and 2024.
Operating Expenses Summary
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| Years ended December 31 |
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| 2025 |
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| 2024 |
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| Change ($) |
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Sales and marketing |
| $ | 3,362,530 |
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| $ | 3,341,673 |
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| $ | 20,857 |
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| 1 | % |
General and administrative |
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| 3,202,271 |
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| 3,645,321 |
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| (443,050 | ) |
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| (12 | )% |
Software development |
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| 5,014,341 |
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| 3,167,712 |
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| 1,846,629 |
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| 58 | % |
Total operating expenses |
| $ | 11,579,142 |
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| $ | 10,154,706 |
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| $ | 1,424,436 |
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| 14 | % |
Sales and Marketing
Sales and marketing expenses consist primarily of sales and customer service salaries, investor relations, travel, and advertising expenses. Sales and marketing expenses were relatively flat when comparing the years ended December 31, 2025, and 2024, increasing 1%. An increase in stock-based compensation expense related to extension of options and warrants in 2025 was offset by a decrease in sales and marketing salary expenses.
General and Administrative
General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative decreased 12% when comparing the years ended December 31, 2025, and 2024. The decrease was mainly due to decreases in bad debt and office rent expenses. We downsized our office space in Vancouver, Canada effective September 1, 2025 when our existing lease terminated, as our development staff now primarily work remotely.
Software Development
Software development expenses consist primarily of costs associated with the design, programming, and testing of our software applications during the preliminary project stage. Software development expenses also include costs incurred to maintain our software applications.
Software development expenses increased 58% for the year ended December 31, 2025, when compared to fiscal 2024. The increase was due to a decrease in the percentage of development salaries capitalized versus the comparative periods as we capitalized 4% of development salaries in 2025 versus 26% the comparative period. This increase was offset by the reduction in the number of development personnel as discussed in the Business Environment and Trends section above.
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We capitalized $1,314,804 of development costs for the year ended December 31, 2025, compared to $3,399,893 in 2024. These costs relate to the development of application software used by subscribers to access, manage, and analyze information in our databases. Capitalized costs associated with application software are amortized over their estimated economic life of three years.
Other Income (Expenses) Summary
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| Years ended December 31, |
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| 2025 |
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| 2024 |
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Foreign exchange gain (loss) |
| $ | (116,737 | ) |
| $ | 103,736 |
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Interest expense |
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| (53,955 | ) |
|
| (2,508 | ) |
Total other income (expenses) |
| $ | (170,692 | ) |
| $ | 101,228 |
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Foreign Exchange Gain (Loss)
We incurred a foreign exchange loss of $116,737 for the year ended December 31, 2025, compared to a foreign exchange gain of $103,736 for the year ended December 31, 2024.
Foreign exchange gains and losses arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars. We have a net Canadian dollar liability; therefore, we incur a foreign exchange gain when the Canadian dollar depreciates from the period beginning date, and a loss when the Canadian dollar appreciates. Gains and losses arising from exchange rate fluctuations between transaction and settlement dates for foreign currency denominated transactions are also included in foreign exchange gains and losses.
Interest Expense
Interest expense relates primarily to the interest expense associated with our operating leases and vendor finance charges. Interest expense of $53,955 was incurred for the year ended December 31, 2025, compared to $2,508 incurred for the year ended December 31, 2024. The increase was due to increased vendor finance charges.
Provision for Income Taxes
In 2025, the Company recorded income tax expense of $47,524 compared to income tax expense of $146,981 in 2024.
Net Income for the Period
As a result of the foregoing, our net loss for the year ended December 31, 2025, was $2,317,424 compared to a net loss of $1,327,037 for the year ended December 31, 2024. Basic and diluted loss per share were ($0.03) and ($0.01) for the years ended December 31, 2025, and 2024, respectively.
Liquidity and Capital Resources
Our cash totaled $319,889 at December 31, 2025, as compared with $585,319 at December 31, 2024, a decrease of $265,430. Net cash of $1,105,936 was provided by operations for the year ended December 31, 2025, primarily due to adjustments for non-cash charges and the increase in accounts payable and accrued liabilities and deferred revenue, offset by our net loss and an increase in accounts receivable. Net cash used in investing activities for the year ended December 31, 2025, was $1,371,366 resulting primarily from capitalized application software costs. If circumstances dictate, however, we have the flexibility to reduce development spending to maintain a strong liquidity position.
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| Table of Contents |
We typically operate with a working capital deficit. As of December 31, 2025, our working capital deficit is $4,369,484, however current liabilities include $1,589,900 in deferred revenue and the expected costs necessary to realize the deferred revenue are minimal.
The Company has incurred losses since inception resulting in an accumulated deficit of $23,505,303 and further losses are anticipated in the development of its business. The Company does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. In order to continue to meet its fiscal obligations in the current fiscal year and beyond, the Company may need to seek additional financing. Additional financing may come from future equity or debt offerings that could result in dilution to our stockholders. Further, current adverse capital and credit market conditions could limit our access to capital. We may be unable to raise capital or bear an unattractive cost of capital that could reduce our financial flexibility.
Our long-term liquidity requirements will depend on many factors, including the rate at which we expand our business and whether we do so internally or through acquisitions. To the extent that the funds generated from operations are insufficient to fund our activities in the long term, we may be required to raise additional funds through public or private financing. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.
Foreign Exchange Risk
Currently, approximately 36% of our consolidated revenue and 39% of our expenses are denominated in Canadian dollars. Since currently our Canadian dollar revenue and expenses are closely matched, our consolidated cashflows are not significantly impacted by foreign exchange fluctuations.
Off-Balance Sheet Arrangements
At December 31, 2025 and 2024, we did not have any unconsolidated entities or financial partnerships, or other off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to the Financial Statements, the Notes thereto, and the Report of Independent Public Accountants thereon commencing at page F-1 of this Report, in which Financial Statements, Notes, and report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures are effective to ensure that we record, process, summarize, and report information required to be disclosed by us in our periodic reports filed under the Exchange Act within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
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Management’s Report on Internal Control over Financial Reporting
The management of QuoteMedia, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed by, or under the supervision of our CEO and CFO, and affected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation and supervision of our Chairman of the Board and Chairman of the Audit Committee, Chief Executive Officer and Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025, and concluded that our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our management identified the following material weaknesses in our internal control over financial reporting, as described below.
Notwithstanding the material weaknesses described below our management has concluded that our consolidated financial statements for the periods covered by and included in this Quarterly Report are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented herein.
The following material weaknesses were identified during the preparation and review of the current period financial statements:
| • | There is a lack of segregation of duties in financial reporting. |
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by our registered public accounting firm pursuant to Sarbanes-Oxley Rule 404 (c).
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| Table of Contents |
Changes in Internal Control over Financial Reporting
During the last quarter of the fiscal year covered by this report, there have not been any changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
After the date of their evaluation, there have not been any significant changes in our internal controls or in other factors that could significantly affect these controls, including any corrective action regarding significant deficiencies and material weaknesses.
ITEM 9B. OTHER INFORMATION.
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FORIEGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
The following table sets forth certain information regarding our directors and executive officers.
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 |
Our listed directors will serve until the next annual meeting of stockholders or until their death, resignation, retirement, removal, disqualification, or until their successors have been duly elected and qualified. Vacancies in our existing Board of Directors are filled by majority vote of the remaining directors. Our officers serve at the will of our Board of Directors. There is no family relationship between any executive officer and director.
Robert J. Thompson has served as our Chairman of the Board since February 2000. Mr. Thompson is also a director of several privately-owned corporations. Formerly, Mr. Thompson was Chairman of the Board of C.M. Oliver Inc., a Canadian regulated, publicly traded investment broker/dealer involved in investment banking activities throughout North America and in Europe. For almost 30 years prior, Mr. Thompson practiced as a Chartered Professional Accountant and Certified Management Consultant. He was a Partner of KPMG LLP (formerly Peat Marwick Mitchell & Co.), Woods Gordon/Clarkson Gordon (Arthur Young & Co.) and Ernst & Whinney. He withdrew from public practice after serving as the National Partner in Charge of the Senior Management Services Division of KPMG.
Keith J. Randall has served as our Vice President, Treasurer, and Chief Financial Officer since September 1999 and Secretary since July 2000. Mr. Randall served as Vice President and Chief Financial Officer of Datawest Solutions, Inc. (formerly C.M. Oliver, Inc.) from August 1999 until March 2000. From August 1998 until August 1999, Mr. Randall served as Controller of C.M. Oliver & Company Ltd., a publicly held Canadian corporation offering brokerage/financial planning and investment banking services. Mr. Randall is a licensed Chartered Professional Accountant in Canada and a Certified Public Accountant in the United States. He received a Bachelor of Commerce degree with Honors from Queen’s University in May 1991. Effective March 31, 2018, the Board appointed Mr. Randall as President, Chief Executive Officer, and Director. Mr. Randall retained his role as Treasurer and Chief Financial Officer.
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| Table of Contents |
David M. Shworan has served as President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of our company since December 2004. Mr. Shworan has served as a director of our company since November 2002. Mr. Shworan served as our President and Chief Executive Officer from November 2002 to December 2004. Mr. Shworan is a veteran of online marketing, technology, and business. Mr. Shworan is the founder of several technology companies and has been a consultant to a number of technology companies.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, officers, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Directors, officers, and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon our review of the copies of such forms that we received during the fiscal year ended December 31, 2025, and written representations that no other reports were required, we believe that each person who at any time during the fiscal year was a director, officer, or beneficial owner of more than 10% of our common stock complied with all Section 16(a) filing requirements during such fiscal year.
Code of Ethics
Our Board of Directors has adopted Corporate Governance Guidelines; a Code of Business Conduct/Ethics, Code of Ethics for the CEO and Senior Financial Officers, and any amendments or waivers thereto; an Audit Committee Charter; and any other corporate governance materials contemplated by SEC or applicable regulations. We post these corporate governance materials on our Web site at www.quotemedia.com/qmci/investors.php. These documents are also available in print to any stockholder by contacting our corporate secretary at our executive offices.
Information Relating to Our Audit Committee of the Board of Directors
The purpose of the Audit Committee is to assist our Board of Directors in the oversight of the integrity of the consolidated financial statements of our company, our company’s compliance with legal and regulatory matters, the independent auditor’s qualifications and independence, and the performance of our company’s independent auditors. The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight of our company’s accounting and financial reporting process and audits of the consolidated financial statements of our company on behalf of our Board of Directors. The Audit Committee also selects the independent certified public accountants to conduct the annual audit of the consolidated financial statements of our company; reviews the proposed scope of such audit; reviews accounting and financial controls of our company with the independent public accountants and our financial accounting staff; and reviews and approves transactions between us and our directors, officers, and their affiliates. The Audit Committee currently consists solely of Robert J. Thompson. The Board of Directors has determined that Mr. Thompson qualifies as an “audit committee financial expert” in accordance with the applicable rules and regulations of the SEC.
ITEM 11. EXECUTIVE COMPENSATION.
Summary of Cash and Other Compensation
The following table sets forth certain information concerning the compensation for the fiscal years ended December 31, 2025, and 2024 earned by our Chief Executive Officers and one other executive officer (collectively, the “Named Executive Officers”). None of our other executive officers’ cash salary and bonus exceeded $100,000 during fiscal 2025.
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| Table of Contents |
Summary Compensation Table
Name and Principal Position |
| Year |
| Salary ($) |
|
| 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 $10,000 for any year presented. |
|
|
(3) | Mr. Randall is our Chief Financial Officer, and effective March 31, 2018, was also appointed Chief Executive Officer, and Director. Mr. Randall has retained his role as Chief Financial Officer and will serve as both “Principal Executive Officer” and “Principal Financial and Accounting Officer.” |
|
|
(4) | Mr. Shworan is President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of QuoteMedia, Inc. |
Outstanding Equity Awards at Fiscal Year End
|
| Number of Securities Underlying Unexercised Common Stock Options/Warrants |
|
|
|
| |||||||||
Name |
| Exercisable |
|
| Unexercisable |
|
| Option/Warrant Exercise Price ($) |
|
| 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 | |
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| Table of Contents |
Employment Agreements
David M. Shworan has served as President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of QuoteMedia, Inc., since December 30, 2004. On December 28, 2017, the Company entered into a Compensation Agreement with Mr. Shworan pursuant to which, among other things, the Company will issue to Mr. Shworan the following:
(a) warrants to purchase up to 1,250 shares of Series A Redeemable Convertible Preferred Stock at an exercise price equal to $1.00 per share (the “Preferred Stock Warrant”)
(b) warrants to purchase up to 382,243 shares of Series A Redeemable Convertible Preferred Stock at an exercise price equal to $1.00 per share (the “Liquidity Preferred Stock Warrant”)
(c) warrants to purchase up to 4,000,000 shares of common stock at an exercise price equal to $0.10 per share (which warrant has specific performance vesting thresholds) (the “Common Stock Warrant”)
(d) provided that Mr. Shworan is employed by or otherwise providing services to the Company or its subsidiaries on each of January 1, 2018, and 2019, the Company will at that time issue to Mr. Shworan warrants to purchase up to 15,000 shares of Series A Preferred Stock at an exercise price equal to $1.00 per share in lieu of paying Mr. Shworan a cash salary.
(e) provided that Mr. Shworan is employed by or otherwise providing services to the Company or its subsidiaries on January 1, 2020, the Company shall pay Mr. Shworan a base salary at the annual rate of $350,000 during the term of his employment or service with the Company and its subsidiaries.
Other than for certain provisions in Mr. Shworan’s Compensation Agreement noted above, we have no compensatory plan or arrangement with respect to any executive officer where such plan or arrangement will result in payments to such officer upon or following his resignation, retirement, or other termination of employment with us and our subsidiaries, or as a result of a change in control of our company or a change in the executive officers’ responsibilities following a change in control.
Director Compensation and Other Information
The following table shows the amount of compensation earned by our independent director in 2025. We compensate our independent director with directors’ fees and stock options. Options Awards represent the fair value of option awards granted in 2025, computed in accordance with FASB ASC 718, Stock Compensation.
Name |
| Fees Earned or Paid in Cash ($) |
|
| Option Awards ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| ||||
Robert J. Thompson |
| $ | 150,000 |
|
|
| - |
|
|
| - |
|
| $ | 150,000 |
|
The Chairman of the Board, Robert J. Thompson, currently receives a monthly retainer of $12,500. Directors who are also employees do not receive additional cash compensation for service on our Board of Directors. All directors receive a grant of 200,000 options to purchase shares of common stock upon joining our Board of Directors, which are vested on the date of the grant. From time to time, we grant our directors options or warrants to purchase additional shares of common stock.
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| Table of Contents |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding the shares of our outstanding common stock beneficially owned as of March 20, 2026, by (i) each of our directors and executive officers, (ii) all directors and executive officers as a group, and (iii) each other person who is known by us to beneficially own or to exercise voting or dispositive control over more than 5% of our common stock.
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. |
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| Table of Contents |
Equity Compensation Plan Information
The following table sets forth information with respect to our common stock that may be issued upon the exercise of outstanding options, warrants, and rights to purchase shares of our common stock as of December 31, 2025.
|
| 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 |
| |
1999 Stock Option Plan
During March 1999, we adopted, and our stockholders approved, the 1999 Stock Option Plan to advance the interests of our company by encouraging and enabling key employees to acquire a financial interest in our company and link their interests and efforts to the long-term interests of our stockholders. A total of 400,000 shares of common stock were initially reserved for issuance under the 1999 plan. In September 1999, this number was increased to 2,500,000. As of December 31, 2025, 1,144,817 shares of our common stock had been issued upon exercise of options granted under the 1999 plan, and there were outstanding options to acquire 1,355,183 shares of our common stock under the 1999 plan.
The 1999 plan is administered by our Board of Directors, or a committee appointed by our board. Our board or the committee has the authority to grant options, determine the purchase price of shares of our common stock covered by each option, determine the persons who are eligible under the 1999 plan, interpret the 1999 plan, determine the terms and provisions of an option agreement, and make all other determinations deemed necessary for the administration of the 1999 plan. Options may be granted to any director, officer, key employee, or any advisory board member of our company. Incentive stock options may not be granted to a director, consultant, or advisory board member that is not an employee of our company.
The price of any incentive stock options may not be less than 100% of the fair market value of our common stock on the date of grant. The price of any incentive stock options granted to a person who owns more than 10% of our common stock may not be less than 110% of the fair market value of our common stock on the date of grant. The option price for non-incentive stock options may not be less than 50% of the fair market value of our common stock on the date of grant. Options may be granted for terms of up to, but not exceeding, ten years from the date of grant; however, in the case of an incentive stock option granted to an individual who beneficially owns 10% more of the stock of our company, the exercise period shall not exceed five years from the date of grant. Our Board of Directors may accelerate the exercisability of any outstanding options at any time for any reason.
In the event of any change in the number of shares of our common stock, the number of shares of common stock covered by outstanding options and the price per share of such options will be adjusted accordingly to reflect any such changes. Similar changes will also be made if our company engages in any merger, consolidation, or reclassification in which it is the surviving entity. In the event that we are not the surviving entity, each option shall terminate provided that each holder will have the right to exercise during a ten-day period ending on the fifth day prior to such corporate transaction. In the event of a change of control, our board or the committee may terminate each option, provided that each holder receives the amount of cash equal to the difference between the exercise price of each option and the fair market value of each share of stock subject to such option.
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Our board may suspend, terminate, modify, or amend the 1999 plan provided that, in certain instances, the holders of much of our common stock issued and outstanding approve the amendment.
2003 Equity Incentive Compensation Plan
Our Board of Directors has approved our 2003 Equity Incentive Compensation Plan, or the 2003 plan, approved by our stockholders at the annual meeting held on February 14, 2003. The purpose of the 2003 plan is to assist our company in attracting, motivating, retaining, and rewarding high-quality executives and other employees, directors, officers, and independent contractors by enabling such persons to acquire or increase a proprietary interest in our company in order to strengthen the mutuality of interests between such persons and our stockholders, and providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of stockholder value.
At December 31, 2025, there are 15,000,000 shares of common stock authorized for issuance pursuant to the 2003 plan. As of December 31, 2025, 2,350,372 shares of common stock had been issued upon exercise of options granted under the 2003 plan, and there were 4,720,000 options outstanding under the 2003 plan.
Eligibility and Administration
The persons eligible to receive awards under the 2003 plan are the officers, directors, employees, and independent contractors of our company. The 2003 plan is to be administered by a committee designated by our Board of Directors consisting of not less than two directors, each member of which must be a “nonemployee director” as defined under Rule 16b-3 under the Exchange Act and an “outside director” for purposes of Section 162(m) of the Code. However, except as otherwise required to comply with Rule 16b-3 of the Exchange Act, or Section 162(m) of the Code, our Board of Directors may exercise any power or authority granted to the committee. Subject to the terms of the 2003 plan, the committee or our Board of Directors is authorized to select eligible persons to receive awards, determine the type and number of awards to be granted and the number of shares of common stock to which awards will relate, specify times at which awards will be exercisable or settleable (including performance conditions that may be required as a condition thereof), set other terms and conditions of awards, prescribe forms of award agreements, interpret and specify rules and regulations relating to the 2003 plan, and make all other determinations that may be necessary or advisable for the administration of the 2003 plan.
Stock Options and SARs
The committee or our Board of Directors is authorized to grant stock options, including both incentive stock options, or ISOs, which can result in potentially favorable tax treatment to the participant, and nonqualified stock options, and SARs entitling the participant to receive the amount by which the fair market value of a share of common stock on the date of exercise (or defined “change in control price” following a change in control) exceeds the grant price of the SAR. The exercise price per share subject to an option and the grant price of a SAR are determined by the committee, but in the case of an ISO must not be less than the fair market value of a share of common stock on the date of grant. For purposes of the 2003 plan, the term “fair market value” means the fair market value of common stock, awards, or other property as determined by the committee or our Board of Directors or under procedures established by the committee or our Board of Directors. Unless otherwise determined by the committee or our Board of Directors, the fair market value of common stock as of any given date shall be the closing sales price per share of common stock as reported on the principal stock exchange or market on which common stock is traded on the date as of which such value is being determined or, if there is no sale on that date, then on the last previous day on which a sale was reported. The maximum term of each option or SAR, the times at which each option or SAR will be exercisable, and provisions requiring forfeiture of unexercised options or SARs at or following termination of employment generally are fixed by the committee or our Board of Directors, except that no option or SAR may have a term exceeding ten years. Options may be exercised by payment of the exercise price in cash, shares that have been held for at least six months, outstanding awards, or other property having a fair market value equal to the exercise price, as the committee or our Board of Directors may determine from time to time. Methods of exercise and settlement and other terms of the SARs are determined by the committee or our Board of Directors. SARs granted under the 2003 plan may include “limited SARs” exercisable for a stated period following a change in control of our company, as discussed below.
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Restricted and Deferred Stock
The committee or our Board of Directors is authorized to grant restricted stock and deferred stock. Restricted stock is a grant of shares of common stock that may not be sold or disposed of, and that may be forfeited in the event of certain terminations of employment, prior to the end of a restricted period specified by the committee or our Board of Directors. A participant granted restricted stock generally has all the rights of a stockholder of our company, unless otherwise determined by the committee or the Board. An award of deferred stock confers upon a participant the right to receive shares of common stock at the end of a specified deferral period, subject to possible forfeiture of the award in the event of certain terminations of employment prior to the end of a specified restricted period. Prior to settlement, an award of deferred stock carries no voting or dividend rights, or other rights associated with share ownership, although dividend equivalents may be granted, as discussed below.
Bonus Stock and Awards in Lieu of Cash Obligations
The committee or our Board of Directors is authorized to grant shares of common stock as a bonus free of restrictions, or to grant shares of common stock or other awards in lieu of company obligations to pay cash under the 2003 plan or other plans or compensatory arrangements, subject to such terms as the committee or our Board of Directors may specify.
Acceleration of Vesting; Change in Control
The committee or our Board of Directors may in the case of a “change of control” of our company, as defined in the 2003 plan, in its discretion, accelerate the exercisability, the lapsing of restrictions, or the expiration of deferral or vesting periods of any award (including the cash settlement of SARs and “limited SARs” which may be exercisable in the event of a change in control). In addition, the committee or our Board of Directors may provide in an award agreement that the performance goals relating to any performance-based award will be deemed met upon the occurrence of any “change in control.” Upon the occurrence of a change in control, if so provided in the award agreement, stock options and limited SARs (and other SARs which so provide) may be cashed out based on a defined “change in control price,” which will be the higher of
| · | 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 |
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| · | 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. |
For purposes of the 2003 plan, the term “change in control” generally means:
| · | 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), |
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| · | 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 |
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| · | 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. |
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Amendment and Termination
Our Board of Directors may amend, alter, suspend, discontinue, or terminate the 2003 plan or the committee’s authority to grant awards without further stockholder approval, except stockholder approval must be obtained for any amendment or alteration if such approval is required by law or regulation or under the rules of any stock exchange or quotation system on which shares of common stock are then listed or quoted. Thus, stockholder approval may not necessarily be required for every amendment to the 2003 plan which might increase the cost of the 2003 plan or alter the eligibility of persons to receive awards. Stockholder approval will not be deemed to be required under laws or regulations, such as those relating to ISOs, that condition favorable treatment of participants on such approval, although our Board of Directors may, in its discretion, seek stockholder approval in any circumstance in which it deems such approval advisable. Unless earlier terminated by our Board of Directors, the 2003 plan will terminate at such time as no shares of common stock remain available for issuance under the 2003 plan and we have no further rights or obligations with respect to outstanding awards under the 2003 plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Certain Relationships and Related Parties
The Company entered into a five-year office lease with 410734 B.C. Ltd. effective May 1, 2021 for approximately $6,500 per month. David M. Shworan, CEO of Quotemedia Ltd., is a control person of 410734 B.C. Ltd. At December 31, 2025 $41,679.09 was due to 410734 B.C. Ltd. and at December 31, 2024 $13,367 was due to 410734 B.C. Ltd.
The Company pays a monthly marketing service fee of $3,000 to Bravenet Web Services, Inc. (“Bravenet”). At December 31, 2025 and 2024, there was $64,483 and $28,483 due to Bravenet related to this agreement, respectively. Also, on February 25, 2025, Bravenet advanced the Company $72,000. There are no fixed repayment terms and no interest charged on the advance. David M. Shworan is a control person of Bravenet.
As of December 31, 2025 and 2024, there were $139,670 and $185,002 in unreimbursed expenses owed to Keith Randall, CEO of Quotemedia, Inc., respectively.
Amounts due to related parties are included in accounts payable and accrued liabilities. As a matter of policy all significant related party transactions are subject to review and approval by the Company’s Board of Directors.
Director Independence
Our Board of Directors has determined, after considering all the relevant facts and circumstances, that Mr. Thompson is an “independent” director as such term is defined by Nasdaq.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Aggregate fees billed to our company for the fiscal years ended December 31, 2025, and 2024 by MNP LLP, our principal accountants, are as follows:
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| 2024 |
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Audit Fees |
| $ | 416,995 |
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| $ | 250,823 |
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Audit-Related Fees |
| $ | - |
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| $ | - |
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Tax Fees |
| $ | 16,905 |
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| $ | 7,990 |
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All Other Fees |
| $ | 13,524 |
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| $ | 12,506 |
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Audit Committee Pre-Approval Policies
The duties and responsibilities of our Audit Committee include the pre-approval of all audit, audit-related, tax, and other services permitted by law or applicable SEC regulations (including fee and cost ranges) to be performed by our independent auditor. Any pre-approved services that will involve fees or costs exceeding pre-approved levels will also require specific pre-approval by the Audit Committee. Unless otherwise specified by the Audit Committee in pre-approving a service, the pre-approval will be effective for the 12-month period following pre-approval. The Audit Committee will not approve any non-audit services prohibited by applicable SEC regulations or any services in connection with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which will not be supported by the Internal Revenue Code and related regulations.
To the extent deemed appropriate, the Audit Committee may delegate pre-approval authority to the Chairman of the Board or any one or more other members of the Audit Committee provided that any member of the Audit Committee who has exercised any such delegation must report any such pre-approval decision to the Audit Committee at its next scheduled meeting. The Audit Committee will not delegate the pre-approval of services to be performed by the independent auditor to management.
All services provided by
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as a part of the report:
(1) Financial Statements
Financial Statements are listed in the Index to Consolidated Financial Statements of this report.
(2) Financial Statement Schedules
No financial statement schedules are included because such schedules are not applicable, are not required, or because required information is included in the consolidated financial statements or notes thereto.
(3) Exhibits
| 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) |
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__________________
(1) | Incorporated by reference to the Annual Report on Form 10-KSB filed with the Commission on March 27, 2003. |
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(2) | Incorporated by reference to the Quarterly Report on Form 10-QSB filed with the Commission on August 12, 2003. |
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 7, 2026, | QUOTEMEDIA, INC. | ||
| By: | /s/ Keith J. Randall | ||
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| Keith J. Randall | |
Chief Executive Officer and Chief Financial Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Robert J. Thompson |
| Chairman of the Board |
| April 7, 2026 |
Robert J. Thompson |
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/s/ David M. Shworan |
| Director |
| April 7, 2026 |
David M. Shworan |
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/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) |
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QuoteMedia, Inc.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm - MNP LLP PCAOB ID: |
| F-2 – F-4 |
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| F-5 |
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| F-6 |
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| F-7 |
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| F-8 |
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| F-9 – F-22 |
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| F- 1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of QuoteMedia Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of QuoteMedia Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in series A redeemable convertible preferred stock and stockholders’ (deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024 and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Material Uncertainty Related to Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses from operations resulting in an accumulated deficit and does not have sufficient working capital which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. This matter is also described in the “Critical Audit Matters” section of our report.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F- 2 |
| Table of Contents |
Critical Audit Matter Description |
| Audit Response | |
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Capitalized Internal-Use Software Development Costs |
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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: | ||
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| · | Obtained an understanding of the Company’s process to identify development projects and development costs qualifying for capitalization; | |
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| · | 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; | |
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| · | 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; | |
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| · | 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; | |
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| · | Agreed the calculated amounts for capitalization to underlying payroll data to evaluate the reasonableness of hourly rates used for cost capitalization; and | |
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| · | Assessed the appropriateness of the disclosures in the notes to the consolidated financial statements. | |
| F- 3 |
| Table of Contents |
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Going Concern |
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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: | ||
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| · | Evaluated the cash flow forecasts prepared by management and evaluated the integrity and arithmetical accuracy of the model. | |
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| · | 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. | |
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| · | Assessed the adequacy of the going concern disclosure included in Note 1 to the consolidated financial statements. | |
Chartered Professional Accountants Licensed Public Accountants | |||
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We have served as the Company’s auditor since 2023. |
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April 7, 2026 |
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F-4 |
| Table of Contents |
QUOTEMEDIA, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31,
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Current assets: |
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Other current assets |
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Total current assets |
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Deposits |
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Property and equipment, net (see note 6) |
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LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ (DEFICIT) EQUITY |
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Total liabilities and stockholders’ (deficit) equity |
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The accompanying notes are an integral part of these consolidated financial statements.
| F- 5 |
| Table of Contents |
QUOTEMEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31,
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REVENUE (see note 2) |
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OPERATING EXPENSES |
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Software development |
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| ||
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OPERATING LOSS |
|
| ( | ) |
|
| ( | ) |
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OTHER INCOME (EXPENSES), NET |
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Foreign exchange (loss) income |
|
| ( | ) |
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| |
Interest expense |
|
| ( | ) |
|
| ( | ) |
|
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| ( | ) |
|
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| |
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NET LOSS BEFORE INCOME TAXES |
|
| ( | ) |
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| ( | ) |
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Income tax expense (see note 9) |
|
| ( | ) |
|
| ( | ) |
|
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NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
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LOSS PER SHARE (see note 11) |
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Basic and diluted loss per share |
| $ | ( | ) |
| $ | ( | ) |
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WEIGHTED AVERAGE SHARES OUTSTANDING (see note 11) |
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Basic and diluted |
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| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F- 6 |
| Table of Contents |
QUOTEMEDIA, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
For the year ended December 31, 2025 and 2024
|
| Series A Redeemable Convertible Preferred Stock |
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| Common Stock |
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| Additional |
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| Total Stockholders’ |
| ||||||||||||||
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| Number of Shares |
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| Amount |
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| Amount |
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| Paid-in Capital |
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| Accumulated Deficit |
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| |||||||
Balance, December 31, 2024 |
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Stock-based compensation |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| ( | ) |
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| ( | ) | |||
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Balance, December 31, 2025 |
|
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| $ |
|
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||
|
| Series A Redeemable Convertible Preferred Stock |
|
| Common Stock |
|
| Additional |
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| Total Stockholders’ |
| ||||||||||||||
|
| Number of Shares |
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| Amount |
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| Number of Shares |
|
| Amount |
|
| Paid-in Capital |
|
| Accumulated Deficit |
|
| (Deficit) Equity |
| |||||||
Balance, December 31, 2023 |
|
| - |
|
| $ |
|
|
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|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||
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Reclassification of preferred stock warrants |
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Reclassification of series A redeemable convertible preferred stock |
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Stock-based compensation |
|
| - |
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| - |
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Net loss |
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| - |
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| - |
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| ( | ) |
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| ( | ) | |||
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Balance, December 31, 2024 |
|
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| $ |
|
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| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
| F- 7 |
| Table of Contents |
QUOTEMEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For each of the years ended December 31,
|
| 2025 |
|
| 2024 |
| ||
OPERATING ACTIVITIES: |
|
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| ||
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| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Bad debt expense |
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Stock-based compensation expense – common stock warrants |
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Changes in assets and liabilities: |
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Accounts receivable |
|
| ( | ) |
|
| ( | ) |
Prepaid expenses |
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| ( | ) | |
Other current assets |
|
| ( | ) |
|
| ( | ) |
Deposits |
|
| ( | ) |
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| |
Accounts payable, accrued and other liabilities |
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Deferred revenue |
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| ( | ) |
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Net cash provided by operating activities |
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INVESTING ACTIVITIES: |
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Purchase of property and equipment |
|
| ( | ) |
|
| ( | ) |
Capitalized internal-use software development costs |
|
| ( | ) |
|
| ( | ) |
Net cash used in investing activities |
|
| ( | ) |
|
| ( | ) |
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Net (decrease) increase in cash and cash equivalents |
|
| ( | ) |
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| |
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Cash and cash equivalents, beginning of year |
|
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| ||
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Cash and cash equivalents, end of year |
| $ |
|
| $ |
| ||
|
|
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|
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|
See supplementary information (Note 12) |
|
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|
The accompanying notes are an integral part of these consolidated financial statements.
| F- 8 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
a) Nature and continuance of operations
Quotemedia, Inc. (the “Company”) is a software developer and distributor of financial market data and related services to a global marketplace. The Company specializes in the collection, aggregation, and delivery of both delayed and real-time financial data content via the Internet. The Company develops software components that deliver dynamic content to banks, brokerage firms, financial institutions, mutual fund companies, online information and financial portals, media outlets, public companies, and corporate intranets.
These consolidated financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $
The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
b) Basis of consolidation
The consolidated financial statements include the operations of QuoteMedia, Ltd., a wholly owned Canadian subsidiary of the Company. All intercompany transactions and balances have been eliminated.
c) Foreign currency translation and transactions
The U.S. dollar is the functional currency of all the Company’s operations. Foreign currency asset and liability amounts are remeasured into U.S. dollars at end-of-period exchange rates, except for equipment and intangible assets, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts remeasured at historical exchange rates. Because the U.S. dollar is the functional currency, exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.
d) Cash and cash equivalents
Cash equivalents include money market investments that have an original maturity of three months or less and are redeemable on demand. The Company maintains its accounts primarily at one financial institution. At times throughout the year, the Company’s cash and cash equivalents balances may exceed amounts insured by the Federal Deposit Insurance Corporation.
e) Allowance for doubtful accounts
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at December 31, 2025, because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its credit practices have not changed significantly over time). The allowance for doubtful accounts was $
f) Property and equipment and capitalized internal-use software development costs
Property and equipment are recorded at cost less accumulated depreciation. Furniture and equipment are depreciated using the straight-line method over their estimated useful lives of five years. Leasehold improvements are amortized using the straight-line method over the terms of the respective leases or useful lives, whichever is shorter. Retirements, sales, and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with the resulting gain or loss reflected in income. There were no fixed assets retired during the years ended December 31, 2025 and 2024.
Capitalized software development includes costs incurred in connection with the internal development of software. These costs relate to software used by subscribers to access, manage and analyze information in the Company’s databases. The majority of the capitalized costs relate to a portion of the salaries and other related costs for the Company’s software engineers. Costs related to new software development, or enhancements to existing software, are capitalized once the software is technologically and economically feasible. Capitalized costs associated with internally developed software are amortized over three years which is their estimated economic life. Amortization begins once the software is ready for its intended use.
Depreciable and amortizable assets are evaluated for impairment upon a significant change in the operating environment. In these circumstances, if an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is based on discounted future cash flows. Useful lives are periodically evaluated to determine whether events or circumstances have occurred which indicate the need for revision. There were no impairments recorded for the years ended December 31, 2025 and 2024.
The accompanying notes are an integral part of these consolidated financial statements.
| F- 9 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
g) Loss per share
Basic loss per share are computed by dividing income by the weighted average number of shares outstanding during the year. Diluted loss per share considers shares outstanding (computed under basic earnings per share) and potentially dilutive common shares (such as stock options and redeemable convertible preferred stock outstanding). Anti-dilutive securities represent potentially dilutive securities which are excluded from the computation of diluted EPS as their impact would be anti-dilutive. Convertible instruments with non-market-price contingencies are excluded from diluted loss per share until all the required non-market-price based contingencies are met. The effect of a stock split or reverse split is applied retroactively to preceding periods.
h) Income taxes
Income taxes are provided in accordance with Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between income for financial statement purposes and income for tax purposes as well as operating loss carry-forwards. Deferred tax expenses or recovery result from the net change during the year of deferred tax assets and liabilities. Any interest and penalties are recorded as part of income tax expense.
Deferred tax assets are reduced by a valuation allowance, when, in the opinion of management, it is likely that some portion of the deferred tax asset will not be realized. Deferred taxes are adjusted for the effects of changes in tax laws and rates. Interest and penalties, if applicable, would be recorded in operations.
i) Use of estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities as of the year end and the reported amount of revenue and expenses during the year. Such estimates include (i) fair values used to test goodwill and capitalized development costs for impairment; (ii) the amount of allowance for doubtful accounts, (iii) the capitalization of software development costs, (iv) income taxes, (v) the incremental borrowing rate for operating leases, (vi) the useful life of property and equipment and intangible assets and (vii) stock-based compensation. In addition, the assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements. Actual results and outcomes may differ from management’s estimates and assumptions.
j) Software development expenses
Software development expenses consist primarily of costs incurred to maintain the Company’s software applications. Software development costs are costs that did not meet the capitalization criteria for internal-use software development costs (see Note 7).
k) Revenue
The Company generates substantially all of its revenue from subscriptions for access to its software products and related support. The Company licenses financial market data information on a monthly, quarterly, or annual basis. The Company’s products and services are divided into two main categories:
Interactive Content and Data Applications
| · | 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. |
Portfolio Management and Real-Time Quote Systems
| 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. |
|
|
|
|
| The accompanying notes are an integral part of these consolidated financial statements.
|
| F- 10 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company determines revenue recognition through the following steps:
| · | 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 |
The Company executes a signed contract with the customer that specifies services to be provided, the payment amounts and terms, and the period of service, among other terms.
Contract Balances
The Company’s corporate customers are invoiced based on fee schedules that are agreed upon in each customer contract. Individual Quotestream customers are charged a subscription fee based on their subscription agreement. The Company recognizes revenue when performance obligations have been satisfied, which is the date the customer has access to the contracted market data. The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Upfront set-up or development fees are deferred and recognized evenly from the date performance obligations have been met to the end of the service term of the contract, as set-up and development fees are not distinct from the market data service contracts to which they relate.
The Company considers the following factors when determining if collection of a fee is reasonably assured: customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If these factors do not indicate collection is reasonably assured, revenue is not recognized until collection becomes reasonably assured, which is generally upon receipt of cash.
Cost of revenue
Cost of revenue primarily consists of customer support personnel-related compensation expenses, including salaries, bonuses, benefits, payroll taxes, and stock-based compensation expense, as well as expenses related to third-party hosting costs, software license fees, amortization of capitalized software development costs, amortization of acquired technology intangible assets, and allocated overhead.
l) Financial instruments
Financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable and preferred stock warrant liability. The Company believes that the fair value of financial instruments approximates the recorded book value of those instruments due to the short-term nature of the instruments or stated interest rates that approximate market interest rates.
m) Stock-Based Compensation
Stock-based compensation awards are measured at their fair value on the date of grant with the expense recognized, net of estimated forfeitures, over the related service or performance period on a straight-line basis. The Company used the Black-Scholes valuation model to calculate the fair value of common stock options and warrants.
n) Segment Reporting
Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-makers (“CODM) in deciding how to allocate resources and assess performance. The Company’s CODM are the Chief Executive Officers of Quotemedia, Inc. and Quotemedia Ltd., who review the Company’s operations and manage its business as a single operating segment.
o) Recent Accounting Pronouncements
Not Yet Adopted
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles--Goodwill and Other--Internal-Use Software” (“ASU No. 2025-06”), which removes all references to sequential software development project stages and establishes new capitalization criteria. In order for capitalization to begin under the new guidance, management must authorize and commit to funding a project and meet a probable-to-complete recognition threshold. In evaluating whether the probable-to-complete recognition threshold has been met, management is required to consider whether there is a significant development uncertainty associated with the software project. The amendments in this ASU may be applied using (1) a prospective transition approach applying the guidance to new software costs incurred as of the beginning of the period of adoption for all projects, including in-process projects, (2) a retrospective transition approach by recasting comparative periods and recognizing a cumulative-effect adjustment to the opening balance of retained earnings, or (3) a modified transition approach applying the amendments on a prospective basis to new software costs incurred except for in-process projects that, as of the date of adoption the entity determines do not meet the capitalization requirements under the new guidance. ASU No. 2025-06 is effective for the Company in the first quarter of fiscal year 2029. Early adoption is permitted. The Company is currently assessing the impact that the adoption of ASU 2025-06 will have on the Company’s Consolidated Financial Statements.
The accompanying notes are an integral part of these consolidated financial statements.
| F- 11 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In September 2025, the FASB issued ASU No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)”, which refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. ASU No. 2025-07 is effective for the Company in the first quarter of fiscal year 2027. The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) modified retrospectively to any or all prior periods presented in the financial statements. Early adoption of the amendments is permitted. The Company is currently assessing the impact that the adoption of ASU No. 2025-07 will have on the Company’s Consolidated Financial Statements.
In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). This accounting standard provides a practical expedient allowing entities to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses. ASU 2025-05 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2025, with early adoption permitted and should be applied prospectively. The Company is evaluating the impact of ASU 2025-05 and expects the standard will not have a material impact on the consolidated financial statements and related disclosures
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. Additionally, the amendment requires a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For public business entities, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements.
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.
2. REVENUE
Disaggregated Revenue
The Company provides market data, financial web content solutions and cloud-based applications. The Company’s revenue by type of service consists of the following for the years ended December 31,
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Portfolio Management Systems |
|
|
|
|
|
| ||
Corporate Quotestream |
| $ |
|
| $ |
| ||
Individual Quotestream |
|
|
|
|
|
| ||
Interactive Content & Data APIs |
|
|
|
|
|
| ||
Total revenue |
| $ |
|
| $ |
| ||
Deferred Revenue
Changes in deferred revenue were as follows for the years ended December 31,
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Beginning balance |
| $ |
|
| $ |
| ||
Revenue recognized during the year from the amounts in the beginning balance |
|
| ( | ) |
|
| ( | ) |
New deferrals, net of amounts recognized in the current year |
|
|
|
|
|
| ||
Effects of foreign currency translation |
|
| ( | ) |
|
|
| |
Total deferred revenue |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Current portion of deferred revenue |
| $ |
|
| $ |
| ||
Long-term portion of deferred revenue |
|
|
|
|
|
| ||
Total deferred revenue |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F- 12 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For contracts greater than one year in duration, revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $
Practical Expedients
The Company applies a practical expedient and does not disclose the value of the remaining performance obligations for contracts that are less than one year in duration.
3. ACCOUNTS RECEIVABLE
At December 31,
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Accounts receivable, gross |
| $ |
|
| $ |
| ||
Less: Allowance for doubtful accounts |
|
| ( | ) |
|
| ( | ) |
Accounts receivable, net |
| $ |
|
| $ |
| ||
4. RELATED PARTIES
The Company entered into a five-year office lease with 410734 B.C. Ltd. effective May 1, 2021 for approximately $
The Company pays a monthly marketing service fee of $
As of December 31, 2025 and 2024, there were $
Amounts due to related parties are included in accounts payable and accrued liabilities. As a matter of policy all significant related party transactions are subject to review and approval by the Company’s Board of Directors.
5. LEASES
The Company has operating leases for corporate offices. The Company’s leases have
Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The Company elected the short-term lease exception and therefore only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. When determining lease terms, the Company factors in options to extend or terminate leases when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases the Company accounts for the lease and non-lease components as a single lease component.
The accompanying notes are an integral part of these consolidated financial statements.
| F- 13 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental balance sheet information related to leases at December 31, was as follows:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Operating Leases |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Operating lease right-of-use assets, net |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Current portion of operating lease liability |
| $ |
|
| $ |
| ||
Long-term portion of operating lease liability |
|
|
|
|
|
| ||
Total operating lease liability |
| $ |
|
| $ |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
| ||||
Weighted Average Remaining Lease Term |
|
|
|
| ||||
Operating leases |
|
|
|
| ||||
|
|
|
|
|
|
| ||
Weighted Average Discount Rate |
|
|
|
|
|
| ||
Operating leases |
|
| % |
|
| % | ||
Maturities of lease liabilities were as follows:
Year ending December 31, |
| Operating Leases |
| |
|
|
|
| |
2026 |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
Total lease payments |
|
|
| |
Less imputed interest |
|
| ( | ) |
Total |
| $ |
| |
The components of lease expenses for the years ended December 31, were as follows:
|
| 2025 |
|
| 2024 |
| ||
Operating lease costs: |
|
|
|
|
|
| ||
Operating lease costs |
| $ |
|
| $ |
| ||
Short-term lease costs |
|
|
|
|
|
| ||
Total operating lease costs |
| $ |
|
| $ |
| ||
Supplemental cash flow information related to leases was as follows:
|
| 2025 |
|
| 2024 |
| ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
| ||
Operating cash flows used in operating leases |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
|
|
Operating leases |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F- 14 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. PROPERTY AND EQUIPMENT
At December 31:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Computer equipment |
| $ |
|
| $ |
| ||
Office furniture and equipment |
|
|
|
|
|
| ||
Leasehold improvements |
|
|
|
|
|
| ||
Total property and equipment |
|
|
|
|
|
| ||
Less: accumulated depreciation and amortization |
|
| ( | ) |
|
| ( | ) |
Property and equipment, net |
| $ |
|
| $ |
| ||
Property and Equipment are recorded at cost less accumulated depreciation. Depreciation and amortization is calculated on a straight-line basis over the assets’ estimated useful lives as follows:
Computer equipment | |
Office furniture and equipment | |
Leasehold improvements |
Depreciation expense for equipment and leaseholds for the years ended December 31, 2025 and 2024 was $
7. CAPITALIZED INTERNAL-USE DEVELOPMENT COSTS
At December 31:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Capitalized internal-use software development costs |
| $ |
|
| $ |
| ||
Less: accumulated amortization |
|
| ( | ) |
|
| ( | ) |
Capitalized internal-use software development costs, net |
| $ |
|
| $ |
| ||
Changes in capitalized internal-use software development costs were as follows for the years ended December 31,
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Opening balance |
| $ |
|
| $ |
| ||
Additions during the year |
|
|
|
|
|
| ||
Amortization |
|
| ( | ) |
|
| ( | ) |
Ending balance |
| $ |
|
| $ |
| ||
Capitalized internal-use software development costs are recorded at cost less accumulated amortization. Amortization is calculated on a straight-line basis over three years which is the capitalized internal-use software development costs estimated useful life.
For the years ended December 31, 2025 and 2024, the Company capitalized $
The estimated amortization expense of capitalized internal-use software development costs is as follows:
Year ending December 31, |
|
|
| |
|
|
|
| |
2026 |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
Total |
| $ |
| |
The accompanying notes are an integral part of these consolidated financial statements.
| F- 15 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. INTANGIBLE ASSETS AND GOODWILL
At December 31: |
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Intangible assets: |
|
|
|
|
|
| ||
Software licenses & intellectual property |
| $ |
|
| $ |
| ||
Domain names |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less: accumulated amortization |
|
| ( | ) |
|
| ( | ) |
Total intangible assets, net |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Goodwill: |
|
|
|
|
|
|
|
|
Purchase of business unit |
| $ |
|
| $ |
| ||
Amortization for amortized intangible assets is calculated on a straight-line basis over the assets’ estimated useful lives. The useful life of the software licenses and domain names is estimated to be
The estimated amortization expense of definite-lived intangible assets is as follows:
Year ending December 31, |
|
|
| |
|
|
|
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
Thereafter |
|
|
| |
Total |
| $ |
| |
Goodwill is reported as an indefinite life intangible asset. The Company evaluates goodwill for impairment on an annual basis in accordance with FASB ASC 350-20, Goodwill. Through December 31, 2025 the Company has not identified any impairment indicators related to goodwill.
9. INCOME TAXES
The Company accounts for income taxes according to the provisions of FASB ASC 740, Income Taxes, which prescribes an asset and liability approach for computing deferred income taxes.
Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign for the years ended December 31, 2025 and 2024 were as follows:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Domestic |
|
| ( | ) |
|
| ( | ) |
Foreign |
|
| ( | ) |
|
|
| |
Total income (or loss) from continuing operations before income tax |
| $ | ( | ) |
| $ | ( | ) |
The accompanying notes are an integral part of these consolidated financial statements.
| F- 16 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the provision for income taxes is as follows:
|
| 2025 |
| |
Current: |
|
|
| |
Federal |
| $ |
| |
State |
|
|
| |
Total current tax provision |
|
|
| |
|
|
|
|
|
Deferred: |
|
|
|
|
Federal |
|
|
| |
State |
|
|
| |
Total deferred tax provision |
|
|
| |
|
|
|
|
|
Total provision for income taxes |
| $ |
| |
Reconciliation of income taxes computed at the statutory federal rate to income tax expense (benefit) for the year ended December 31, 2025 is as follows:
|
| 2025 |
| |||||
|
|
|
|
|
|
| ||
Net loss income before income tax |
| $ | ( | ) |
|
|
| |
|
|
|
|
|
|
|
| |
Tax provision (benefit) at the statutory rate of 21% |
|
| ( | ) |
|
| % | |
State income taxes, net of federal income tax |
|
| ( | ) |
|
| % | |
Stock-based compensation and other non-deductible expenses |
|
|
|
| ( | % | ||
Change in intangibles |
|
|
|
|
| % | ||
Adjustment in respect of prior periods |
|
|
|
| ( | % | ||
Change in other items |
|
|
|
| ( | % | ||
Canadian income tax expense (benefit) |
|
|
|
| ( | % | ||
Change in valuation allowance |
|
|
|
| ( | % | ||
Effective income tax rate |
| $ |
|
| ( | % | ||
Reconciliation of income taxes computed at the statutory federal rate to income tax expense (benefit) for the year ended December 31, 2024 is as follows:
|
| 2024 |
| |
|
|
|
| |
Net loss income before income tax |
| $ | ( | ) |
|
|
|
|
|
Tax provision (benefit) at the statutory rate of 21% |
|
| ( | ) |
State income taxes, net of federal income tax |
|
| ( | ) |
Stock-based compensation and other non-deductible expenses |
|
|
| |
Change in intangibles |
|
|
| |
Change in other items |
|
| ( | ) |
Canadian income tax expense (benefit) |
|
|
| |
Change in valuation allowance |
|
|
| |
Income tax expense (recovery) |
| $ |
| |
In 2025, the Company recorded Arizona income tax expense of $
As of December 31, 2025, we had net operating loss carryforwards for federal income tax reporting purposes amounting to approximately $
The accompanying notes are an integral part of these consolidated financial statements.
| F- 17 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of the Company’s deferred tax asset (liabilities) at December 31, 2025 and 2024 are as follows:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Tax effect of net operating loss carry-forward – U.S. |
| $ |
|
| $ |
| ||
Property & equipment |
|
| ( | ) |
|
| ( | ) |
Right-of-use asset |
|
| ( | ) |
|
| ( | ) |
Capital lease obligation |
|
|
|
|
|
| ||
Intangibles |
|
|
|
|
|
| ||
Deferred Revenue |
|
|
|
|
|
| ||
Other |
|
|
|
|
| ( | ) | |
Less valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset |
| $ |
|
| $ |
| ||
A valuation allowance has been recognized to offset the entire effect of the Company’s net deferred tax asset as the realization of this deferred tax benefit is uncertain. The valuation allowance increased $
The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years (2018-2025) in these jurisdictions. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded.
10. REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
a) Redeemable convertible preferred shares
The Company is authorized to issue up to
A total of
At December 31, 2025 and 2024,
Redemption Rights
Holders of Series A redeemable convertible preferred stock shall have the right to convert their shares into shares of common stock at the rate of
In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment is made to any holders of any shares of common stock, the holders of shares of Series A redeemable convertible preferred stock shall be entitled to be paid first out of the assets of the Company available for distribution to holders of the Company’s capital stock whether such assets are capital, surplus, or earnings, an amount equal to $25.00 per share of Series A redeemable convertible preferred stock.
Reclassification of Redeemable Convertible Preferred Stock resulting from Amendment to Redemption Rights
Prior to April 26, 2024,
On April 26, 2024, the Certificate of Designation of the Series A Redeemable Convertible Preferred Stock was amended removing the above redemption right, at no cost to the Company, resulting in a change in the classification of Series A redeemable preferred stock from mezzanine equity to permanent equity. In addition, the amendment resulted in a change to the classification of warrants to purchase shares of Series A redeemable convertible preferred stock (“preferred stock warrants”) from preferred stock warrant liability to additional paid-in capital. There was no impact on the consolidated statements of operations resulting from the amendment.
The accompanying notes are an integral part of these consolidated financial statements.
| F- 18 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
b) Common stock
No shares of common stock were issued during the years ended December 31, 2025 and 2024.
c) Stock Options and Warrants
1999 Stock Option Plan
During March 1999, the Company adopted, and the Company’s stockholders approved, the 1999 Stock Option Plan to advance the interests of the Company by encouraging and enabling key employees to acquire a financial interest in the Company and link their interests and efforts to the long-term interests of the Company’s stockholders. A total of
2003 Equity Incentive Compensation Plan
The Company’s Board of Directors has approved the 2003 Equity Incentive Compensation Plan, or the 2003 plan, approved by the Company’s stockholders at the annual meeting held on February 14, 2003. The purpose of the 2003 plan is to assist the Company in attracting, motivating, retaining, and rewarding high-quality executives and other employees, directors, officers, and independent contractors by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s stockholders, and providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of stockholder value.
FASB ASC 718, Stock Compensation, requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized.
At December 31, 2025 and 2024, there were
For the years ended December 31,2025 and 2024, estimated stock-based compensation expense related to all the Company’s stock-based awards was comprised as follows:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Sales and marketing expense |
| $ |
|
| $ |
| ||
General and administrative expense |
|
|
|
|
|
| ||
Software development expenses |
|
|
|
|
|
| ||
Total stock-based compensation expense |
| $ |
|
| $ |
| ||
Common Stock Options and Warrants
The following table summarizes the Company’s common stock option and warrant activity for the years ended December 31, 2025 and 2024:
|
| Common Stock Options and Warrants |
|
| Weighted-Average Grant Date Exercise Price |
| ||
|
|
|
|
|
|
| ||
Outstanding at December 31, 2023 |
|
|
|
| $ |
| ||
Granted during the year |
|
|
|
| $ |
| ||
Canceled during the year |
|
| ( | ) |
| $ |
| |
Outstanding at December 31, 2024 |
|
|
|
| $ |
| ||
Granted during the year |
|
|
|
| $ |
| ||
Canceled during the year |
|
| ( | ) |
| $ |
| |
Outstanding at December 31, 2025 |
|
|
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F- 19 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the weighted average remaining contractual life and exercise price of common stock options and warrants outstanding at December 31, 2025:
|
| Common Stock Options and Warrants Outstanding |
|
| Common Stock Options and Warrants Exercisable |
| ||||||||||||||
|
|
|
| Weighted |
|
|
|
|
|
|
| |||||||||
|
| Number |
|
| Average |
|
| Weighted |
|
| Number |
|
| Weighted |
| |||||
|
| Outstanding at |
|
| Remaining |
|
| Average |
|
| Exercisable at |
|
| Average |
| |||||
|
| December 31, |
|
| Contractual |
|
| Exercise |
|
| December 31, |
|
| Exercise |
| |||||
|
| 2025 |
|
| Life (Years) |
|
| Price |
|
| 2025 |
|
| Price |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
$0.03-0.10 |
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| |||||
At December 31, 2025, there was no unrecognized compensation cost related to non-vested options granted to purchase common stock.
Management calculates the fair value of stock options and warrants granted to purchase common stock under the provisions of FASB ASC 718 using the Black-Scholes valuation model with the following assumptions:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
|
|
|
Expected dividend yield |
|
| - |
|
|
| - |
|
Expected stock price volatility |
|
| % |
|
| % | ||
Risk-free interest rate |
|
| % |
|
| % | ||
Expected life of options (years) |
|
|
|
|
|
| ||
Weighted average fair value of options and warrants granted |
| $ |
|
| $ |
| ||
All stock options and warrants to purchase common stock have been granted with exercise prices equal to or greater than the market value of the underlying common shares on the date of grant. At December 31, 2025, the aggregate intrinsic value of options and warrants outstanding and exercisable was $
Preferred Stock Warrants
Pursuant to the December 28, 2017 Compensation Agreement with David M. Shworan, the President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of Quotemedia, Inc., the Company issued Mr. Shworan warrants to purchase shares of Series A Redeemable Convertible Preferred Stock (“Compensation Preferred Stock Warrants”) in lieu of a cash salary. From the period December 28, 2017 to December 31, 2019 the Company issued a total of
Also pursuant to the Compensation Agreement with Mr. Shworan, on December 28, 2017 the Company issued Mr. Shworan warrants to purchase up to
As of December 31, 2025 and 2024, there were a total of
Reclassification of Preferred Stock Warrant Liability resulting from Amendment to Redemption Rights
As discussed in note 10 a), the amendment to the redemption rights for the Series A redeemable convertible preferred stock resulted in a change to the classification of preferred stock warrants on April 26, 2024. The preferred stock warrant liability of $
The accompanying notes are an integral part of these consolidated financial statements.
|
| F- 20 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. LOSS PER SHARE
Basic net income per share is computed by dividing net income during the year by the weighted-average number of common shares outstanding, excluding the dilutive effects of common stock equivalents. Common stock equivalents include redeemable convertible preferred stock, stock options and warrants. Diluted net income per share is computed by dividing net income by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated using the treasury stock method by adding to the weighted shares outstanding any potential shares of common stock from stock options and warrants that are in-the-money. For outstanding redeemable convertible preferred stock, potential common shares are determined using the if-converted method. The calculations for basic and diluted net income per share for the year ended December 31, 2025 and 2024 are as follows:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Net loss income |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average common shares used to calculate net income per share |
|
|
|
|
|
| ||
Warrants to purchase redeemable convertible preferred stock |
|
|
|
|
|
| ||
Redeemable convertible preferred stock |
|
|
|
|
|
| ||
Stock options and warrants to purchase common stock |
|
|
|
|
|
| ||
Weighted average common shares used to calculate diluted net income per share |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net loss income per share – basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
The number of shares of potentially dilutive common stock related to options and warrants that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the years ended December 31, 2025 and 2024 are shown below:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Warrants to purchase redeemable convertible preferred stock |
| $ |
|
| $ |
| ||
Redeemable convertible preferred stock |
|
|
|
|
|
| ||
Stock options and warrants to purchase common stock |
|
|
|
|
|
| ||
Total potential common shares excluded |
| $ |
|
| $ |
| ||
12. SUPPLEMENTARY CASH FLOW INFORMATION
|
| 2025 |
|
| 2024 |
| ||
Cash paid for |
|
|
|
|
|
| ||
Interest |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
The non-cash amounts related to right-of-use assets obtained in exchange for lease obligations are noted below for the years ended December 31,2025 and 2024:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Right-of-use assets obtained in exchange for lease obligations |
| $ |
|
| $ |
| ||
Cash and cash equivalents consists entirely of cash at December 31, 2025 and 2024.
13. REVENUE CONCENTRATION
A significant portion of the Company’s revenue has historically been derived from customers outside of the United States, primarily in Canada. For the years ended December 31, 2025 and 2024, revenue from Canada accounted for approximately
Customer Concentration
The following table summarizes customers comprising 10% or more of revenue for the years ended December 31,
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Customer A |
|
| % |
|
| % | ||
The accompanying notes are an integral part of these consolidated financial statements.
| F- 21 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. SEGMENT REPORTING
The Company operates in one operating segment and one reportable segment, distributor of financial market data. The Company specializes in the collection, aggregation, and delivery of both delayed and real-time financial data via the Internet. The Company develops software components that deliver dynamic content to banks, brokerage firms, financial institutions, mutual fund companies, online information and financial portals, media outlets, public companies, and corporate intranets. The company derives revenue primarily in North America and manages the business activities on a consolidated basis. The technology used in customer arrangements is based on a single software platform that is deployed to and implemented by customers in a similar manner. The service term for the software arrangements is variable, with the median term being approximately one year.
The accounting policies of the financial market data segment are the same as those described in the summary of accounting policies. The CODM assesses performance and decides how to allocate resources based on consolidated net income (loss) that is also reported on the consolidated statements of operations and comprehensive income (loss) as consolidated net income (loss). The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The CODM also uses consolidated gross profit to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the financial market data segment or into other parts of the entity, such as for acquisitions. Consolidated gross profit is reported on the consolidated statements of operations and comprehensive income (loss) as gross profit. Consolidated net income (loss) and gross profit are used to monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation.
All expense categories on the consolidated statements of operations are significant and there are no other significant segment expenses that would require disclosure or are regularly provided to the CODM. Assets provided to the CODM are consistent with those reported on the consolidated balance sheets with particular emphasis on the Company’s available liquidity, including its cash and cash equivalents.
15. SUBSEQUENT EVENTS
The Company has evaluated events up to the filing date of these consolidated financial statements and determined there are no other subsequent event activity required disclosure.
The accompanying notes are an integral part of these consolidated financial statements.
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