ACCESS Newswire Inc. 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

ACCESS Newswire Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware

1-10185

26-1331503

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One Glenwood Avenue, Suite 1001, Raleigh NC 27603

(Address of Principal Executive Office) (Zip Code)

888-808-ACCS (2227)

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

______________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		ACCS		NYSE American

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth 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	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒

As of November 11, 2025, the number of outstanding shares of the issuer’s common stock was 3,868,826.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	3
	Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	3
	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	4
	Unaudited Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2025 and 2024	5
	Unaudited Consolidated Statement of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024	6
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	32
Item 4.	Controls and Procedures.	32

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	33
Item 1A.	Risk Factors.	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	33
Item 3.	Defaults Upon Senior Securities.	33
Item 4.	Mine Safety Disclosure.	33
Item 5.	Other Information.	33
Item 6.	Exhibits.	33
	Signatures	34

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCESS NEWSWIRE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	September 30,			December 31,
	2025			2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,261		$	4,103
Accounts receivable (net of allowance for doubtful accounts of $1,661 and $1,059 respectively		4,137			3,351
Other current assets		1,603			1,234
Current assets held for sale		–			1,338
Total current assets		9,001			10,026
Capitalized software (net of accumulated amortization of $3,854 and $3,644, respectively)		747			934
Fixed assets (net of accumulated depreciation of $848 and $914, respectively)		274			365
Right-of-use asset – leases		575			766
Other long-term assets		80			158
Goodwill		19,043			19,043
Intangible assets (net of accumulated amortization of $8,906 and $7,024, respectively)		10,094			11,976
Deferred tax asset		4,236			3,793
Non-current assets held for sale		–			3,577
Total assets	$	44,050		$	50,638

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,354		$	1,423
Accrued expenses		2,038			1,699
Income taxes payable		1,565			56
Current portion of long-term debt		870			4,000
Deferred revenue		5,020			4,743
Current liabilities held for sale		–			893
Total current liabilities		10,847			12,814
Long-term debt (net of debt discount of $57 and $70, respectively)		1,899			11,930
Lease liabilities – long-term		408			668
Deferred tax liability		82			–
Other long-term liabilities		20			–
Total liabilities		13,256			25,412
Commitments and contingencies		–			–
Stockholders' equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.		–			–
Common stock $0.001 par value, 20,000,000 shares authorized, 3,868,826 and 3,838,743 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.		4			4
Additional paid-in capital		24,909			24,259
Other accumulated comprehensive loss		(127	)		(178	)
Retained earnings		6,008			1,141
Total stockholders' equity		30,794			25,226
Total liabilities and stockholders’ equity	$	44,050		$	50,638

The accompanying notes are an integral part of these unaudited financial statements.

ACCESS NEWSWIRE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)


	For the Three Months Ended						For the Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2025			2024			2025			2024
Revenues	$	5,723		$	5,639		$	16,820		$	17,231
Cost of revenues		1,455			1,411			3,994			4,172
Gross profit		4,268			4,228			12,826			13,059
Operating costs and expenses:
General and administrative		1,484			1,893			5,189			5,374
Sales and marketing expenses		1,626			1,592			4,682			5,606
Product development		684			671			2,072			2,044
Depreciation and amortization		658			676			1,993			2,032
Total operating costs and expenses		4,452			4,832			13,936			15,056
Operating loss		(184	)		(604	)		(1,110	)		(1,997	)
Interest income (expense), net		207			(270	)		14			(857	)
Other expense, net		(1	)		(343	)		(80	)		(124	)
Income (loss) before taxes		22			(1,217	)		(1,176	)		(2,978	)
Income tax expense (benefit)		67			(347	)		(127	)		(642	)
Net loss from continuing operations		(45	)		(870	)		(1,049	)		(2,336	)
Net income from discontinued operations, net of tax		–			404			5,916			1,738
Net income (loss)	$	(45	)	$	(466	)	$	4,867		$	(598	)
Loss from continuing operations per share – basic	$	(0.01	)	$	(0.23	)	$	(0.27	)	$	(0.61	)
Loss from continuing operations per share – fully diluted	$	(0.01	)	$	(0.23	)	$	(0.27	)	$	(0.61	)
Income from discontinued operations per share – basic	$	0.00		$	0.11		$	1.53		$	0.45
Income from discontinued operations per share – fully diluted	$	0.00		$	0.11		$	1.53		$	0.45
Income (loss) per share – basic	$	(0.01	)	$	(0.12	)	$	1.26		$	(0.16	)
Income (loss) per share – fully diluted	$	(0.01	)	$	(0.12	)	$	1.26		$	(0.16	)
Weighted average number of common shares outstanding – basic		3,869			3,833			3,856			3,823
Weighted average number of common shares outstanding – fully diluted		3,870			3,835			3,857			3,826

The accompanying notes are an integral part of these unaudited financial statements.

ACCESS NEWSWIRE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)


	For the Three Months Ended						For the Nine Months Ended
	September 30,			September 30,			September 30,		September 30,
	2025			2024			2025		2024
Net income (loss)	$	(45	)	$	(466	)	$	4,867	$	(598	)
Foreign currency translation adjustment		(30	)		21			51		(26	)
Comprehensive income (loss)	$	(75	)	$	(445	)	$	4,918	$	(624	)

The accompanying notes are an integral part of these unaudited financial statements.

ACCESS NEWSWIRE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share and per share amounts)


	Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Retained			Total Stockholders’
	Shares		Amount		Capital			Income (Loss)			Earnings			Equity
Balance at December 31, 2023		3,815,212	$	4	$	23,531		$	(49	)	$	11,934		$	35,420
Stock-based compensation expense		–		–		(67	)		–			–			(67	)
Exercise of stock awards, net of tax		2,167		–		–			–			–			–
Foreign currency translation		–		–		–			(34	)		–			(34	)
Net loss		–		–		–			–			(139	)		(139	)
Balance at March 31, 2024		3,817,379	$	4	$	23,464		$	(83	)	$	11,795		$	35,180
Stock-based compensation expense		–		–		267			–			–			267
Exercise of stock awards, net of tax		14,332		–		–			–			–			–
Foreign currency translation		–		–		–			(13	)		–			(13	)
Net income		–		–		–			–			7			7
Balance at June 30, 2024		3,831,711	$	4	$	23,731		$	(96	)	$	11,802		$	35,441
Stock-based compensation expense		–		–		247			–			–			247
Exercise of stock awards, net of tax		2,266		–		21			–			–			21
Foreign Currency Translation		–		–		–			21			–			21
Net Income		–		–		–			–			(466	)		(466	)
Balance at September 30, 2024		3,833,977	$	4	$	23,999		$	(75	)	$	11,336		$	35,264



Balance at December 31, 2024		3,838,743	$	4	$	24,259		$	(178	)	$	1,141		$	25,226
Stock-based compensation expense		–		–		280			–			–			280
Exercise of stock awards, net of tax		9,000		–		–			–			–			–
Foreign currency translation		–		–		–			2			–			2
Net income		–		–		–			–			5,387			5,387
Balance at March 31, 2025		3,847,743	$	4	$	24,539		$	(176	)	$	6,528		$	30,895
Stock-based compensation expense		–		–		189			–			–			189
Exercise of stock awards, net of tax		21,083		–		–			–			–			–
Foreign currency translation		–		–		–			79			–			79
Net loss		–		–		–			–			(475	)		(475	)
Balance at June 30, 2025		3,868,826	$	4	$	24,728		$	(97	)	$	6,053		$	30,688
Stock-based compensation expense		–		–		181			–			–			181
Foreign currency translation		–		–		–			(30	)		–			(30	)
Net income		–		–		–			–			(45	)		(45	)
Balance at September 30, 2025		3,868,826	$	4	$	24,909		$	(127	)	$	6,008		$	30,794

The accompanying notes are an integral part of these unaudited financial statements.

ACCESS NEWSWIRE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	For the Nine Months Ended
	September 30,			September 30,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	4,867		$	(598	)
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on disposal of business		(8,974	)		–
Depreciation and amortization		2,231			2,317
Provision for credit losses		1,056			906
Deferred income taxes		(360	)		(99	)
Change in fair value of interest rate swaps		–			124
Stock-based compensation expense		650			468
Non-cash interest adjustment on note payable		13			13
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(1,056	)		(951	)
Decrease (increase) in other assets		411			78
Increase (decrease) in accounts payable		8			113
Increase (decrease) in income tax payable		1,509			2
Increase (decrease) in accrued expenses		(26	)		17
Increase (decrease) in deferred revenue		(29	)		(96	)
Net cash provided by operating activities		300			2,294

Cash flows from investing activities:
Proceeds from Sale of Compliance Business		12,000			–
Capitalized software		(23	)		(537	)
Purchase of fixed assets		(20	)		(19	)
Net cash provided by (used in) investing activities		11,957			(556	)

Cash flows from financing activities:
Payment of long-term debt		(13,174	)		(3,333	)
Net cash used in financing activities		(13,174	)		(3,333	)

Net change in cash and cash equivalents		(917	)		(1,595	)
Cash and cash equivalents – beginning		4,103			5,714
Currency translation adjustment		75			(33	)
Cash and cash equivalents – ending	$	3,261		$	4,086

Supplemental disclosures:
Cash paid for income taxes	$	1,519		$	170
Cash paid for interest	$	368		$	1,093

The accompanying notes are an integral part of these unaudited financial statements.

ACCESS NEWSWIRE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation

The unaudited interim consolidated balance sheet as of September 30, 2025 and consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the three and nine-month periods ended September 30, 2025 and 2024 included herein, have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 10 of Regulation S-X under the Exchange Act. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the financial statements. Results of operations reported for the interim periods are not necessarily indicative of results for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The interim financial information should be read in conjunction with the 2024 audited financial statements of ACCESS Newswire Inc. (the “Company”, “We”, or “Our”) filed on Form 10-K for the year ended December 31, 2024.

Note 2. Summary of Significant Accounting Policies

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Significant intercompany accounts and transactions are eliminated in consolidation.

Cash Equivalents

For purposes of the Company’s financial statements, the Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Credit Losses

The Company calculates its allowance for credit losses using an expected losses model rather than using incurred losses. The model is based on the credit losses expected to arise over the life of the asset based on the Company’s expectations as of the balance sheet date through analyzing historical customer data as well as taking into consideration current economic trends. The Company generally writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection.

The following is a summary of the allowance for credit losses during the three and nine months ended September 30, 2025 and 2024 (in thousands):

Schedule of allowance for credit losses
	For the Three Months Ended						For the Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2025			2024			2025			2024

Beginning balance	$	1,600		$	712		$	1,059		$	721
Provision for credit losses		80			283			636			773
Write-offs		(19	)		(57	)		(34	)		(556	)
Ending Balance	$	1,661		$	938		$	1,661		$	938

Concentration of Credit Risk

Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company places its cash and temporary cash investments with credit quality institutions. As of September 30, 2025, the Company’s domestic cash balance is spread among different depository institutions such that there is no balance which exceeds the FDIC insurance limit of $250,000. The Company also had cash-on-hand of $1,647,000 in Canada as of September 30, 2025.

The Company believes it did not have any financial instruments that could have potentially subjected us to significant concentrations of credit risk for any relevant period.

The Company did not have any customers during the three months ended September 30, 2025 or 2024 that accounted for more than 10% of revenue.

Revenue Recognition

Substantially all the Company’s revenue comes from contracts with customers for its press release distribution and related products, investor relations website hosting or data feeds, events and webcast offerings and subscriptions to its incident hotline. Customers consist of public corporate issuers and professional firms, such as investor and public relations firms. In the case of news distribution and webcasting offerings, customers also include private companies. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has economic substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer.

The Company's contracts include either a subscription to its entire platform, certain modules within the platform or to its Press Release Optimizer Plan (“PRO”), or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services. For these bundled contracts, the Company accounts for individual subscriptions and services as separate performance obligations if they are distinct, which is when a product or service is separately identifiable from other items in the bundled package, and a customer can benefit from it on its own or with other resources that are readily available to the customer. Performance obligations include providing subscriptions to certain modules or our entire platform, distributing press releases on a per release basis or conducting webcasts, virtual annual meetings, or other events on a per event basis. PRO subscription contracts contain two performance obligations: (i) the first is a series of distinct services that include, but are not limited to, developing specific media plans, and creating content to be distributed and (ii) the second performance obligation being access to the PRO platform along with distribution of press releases, ongoing support, and assessment of performance as a stand-ready obligation. The Company’s subscription and service contracts are generally for one year, with automatic renewal clauses included in the contract until the contract is cancelled. The contracts do not contain any rights of returns, guarantees, or warranties. Since contracts are generally for one year, all the revenue is expected to be recognized within one year from the contract start date. As such, the Company has elected the optional exemption that allows the Company not to disclose the transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of each reporting period.

The Company recognizes revenue for subscriptions evenly over the contract period, upon distribution for pay per release or packages of press releases and upon event completion for webcasting and virtual annual meeting events. For service contracts that include stand-ready obligations, revenue is recognized evenly over the contract period. For all other services delivered on a per project or event basis, the revenue is recognized at the completion of the event. The Company believes recognizing revenue for subscriptions and stand ready obligations using a time-based measure of progress, best reflects the Company’s performance in satisfying the obligations.

For bundled contracts, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the subscription or service. If a standalone selling price is not directly observable, the Company uses the residual method to allocate any remaining price to that subscription or service. The Company reviews standalone selling prices, at least annually, and updates these estimates if necessary.

The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily related to press release packages which have been invoiced or paid, however the releases have not yet been disseminated, as well as, subscription and service contracts, which are billed upfront, quarterly, or annually, however the revenue has not yet been recognized. The associated deferred revenue is generally recognized as releases are disseminated for press release packages and ratably over the billing period for subscriptions. Deferred revenue as of September 30, 2025 and December 31, 2024, was $5,020,000 and $4,743,000, respectively, and is expected to be recognized primarily within one year. Approximately $688,000 of the deferred revenue balance as of September 30, 2025, relates to contracts for press release packages with an expiration date after September 30, 2026, however the customer may use the balance within one year. As of January 1, 2024, deferred revenue was $4,750,000. Revenue recognized for the nine months ended September 30, 2025 and 2024, which was included in the deferred revenue balance at the beginning of each reporting period, was approximately $3,642,000 and $3,396,000, respectively. Accounts receivable, net of allowance for credit losses, related to contracts with customers was $4,137,000 and $3,351,000 as of September 30, 2025 and December 31, 2024, respectively. As of January 1, 2024, accounts receivable, net of allowance for credit losses was $3,005,000. Since substantially all the contracts have terms of one year or less, the Company has elected to use the practical expedient regarding the existence of significant financing.

Costs to obtain contracts with customers consist primarily of sales commissions. As of September 30, 2025 and December 31, 2024, the Company has capitalized $52,000 and $69,000, respectively, of costs to obtain contracts that are expected to be amortized over more than one year. For contract costs expected to be amortized in less than one year, the Company has elected to use the practical expedient allowing the recognition of incremental costs of obtaining a contract as an expense when incurred. The Company has considered historical renewal rates, expectations of future renewals and economic factors in making these determinations.

Earnings Per Share (EPS)

Earnings per share accounting guidance requires that basic net income per common share be computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Shares issuable upon the exercise of stock options totaling 53,750 were excluded in the computation of diluted earnings per common share during the three and nine months ended September 30, 2025, respectively, because their impact was anti-dilutive. Shares issuable upon the exercise of stock options totaling 54,750 and 52,750 were excluded in the computation of diluted earnings per common share during the three and nine months ended September 30, 2024, respectively, because their impact was anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for credit losses and the valuation of goodwill, intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates.

Income Taxes

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. For any uncertain tax positions, the Company recognizes the impact of a tax position, only if it is more likely than not of being sustained upon examination, based on the technical merits of the position. The Company’s policy regarding the classification of interest and penalties is to classify them as income tax expense in the financial statements, if applicable.

Capitalized Software

Costs incurred to develop the Company’s cloud-based platform products are capitalized when the preliminary project phase is complete, management commits to fund the project and it is probable the project will be completed and used for its intended purposes. Once the software is substantially complete and ready for its intended use, the software is amortized over its estimated useful life, which is typically four years. Costs related to design or maintenance of the software are expensed as incurred. Amortization for the three and nine-month periods ended September 30, 2025 and 2024, is as follows (in thousands):


	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2025		2024		2025		2024

Capitalized software development costs	$	–	$	137	$	23	$	537
Amortization included in cost of revenues	$	64	$	59	$	209	$	159

Impairment of Long-lived Assets

In accordance with the authoritative guidance for accounting for long-lived assets, assets such as property and equipment, trademarks, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.

Lease Accounting

The Company determines if an arrangement is a lease at inception. Operating lease agreements are primarily for office space and are included within lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease and payments under operating leases classified as short-term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. ROU assets include any lease payments due and exclude lease incentives. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

Fair Value Measurements

Accounting Standards Codification (“ASC”) Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

●

Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. Cash and cash equivalents are quoted at Level 1.

●

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The fair value of the Company’s long-term debt and interest rate swap are quoted at Level 2.

●

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

As of September 30, 2025 and December 31, 2024, the Company believes the fair value of its financial instruments, such as, accounts receivable, long-term debt, the line of credit, and accounts payable approximate their carrying amounts.

Stock-based Compensation

The authoritative guidance for stock compensation requires that companies estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The associated cost is recognized over the period during which an employee or director is required to provide service in exchange for the award.

Translation of Foreign Financial Statements

The financial statements of the foreign subsidiaries of the Company have been translated into U.S. dollars. All assets and liabilities have been translated at current rates of exchange in effect at the end of the period. Income and expense items have been translated at the average exchange rates for the year or the applicable interim period. The gains or losses that result from this process are recorded as a separate component of other accumulated comprehensive income until the entity is sold or substantially liquidated.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net loss and other comprehensive income related to changes in the cumulative foreign currency translation adjustment.

Business Combinations, Goodwill, and Intangible Assets

The authoritative guidance for business combinations specifies the criteria for recognizing and reporting intangible assets apart from goodwill. The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price recorded as goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of client relationships, customer lists, distribution partner relationships, software, technology, non-compete agreements and trademarks that are initially measured at fair value. At the time of the business combination, trademarks may be considered an indefinite-lived asset and, as such, are not amortized as there may be no foreseeable limit to cash flows generated from them. For the Newswire acquisition, the Company originally determined the trademarks acquired were considered a definite lived asset which will be amortized over a period of 15 years, however upon the re-brand of the Company to ACCESS Newswire and subsequent review of the trademarks associated with Newswire, determined the life to be 5 years remaining. The goodwill and intangible assets are assessed annually for impairment, or whenever conditions indicate the asset may be impaired, and any such impairment will be recognized in the period identified. The client relationships (5-10 years), customer lists (3 years), distribution partner relationships (10 years), non-compete agreements (5 years) and software and technology (3-7 years) are amortized over their estimated useful lives.

Advertising

The Company expenses advertising as incurred. During the three and nine-month periods ended September 30, 2025, advertising expense was $248,000 and $879,000, respectively. Additionally, during the nine-month period ended September 30, 2025, the Company incurred $132,000 in costs associated with its corporate re-brand. During the three and nine-month periods ended September 30, 2024, advertising expense was $255,000 and $1,033,000, respectively.

Liquidity and Capital Resources

As of September 30, 2025, we had $3,261,000 in cash and cash equivalents and $4,137,000 in net accounts receivable. Current liabilities from continuing operations as of September 30, 2025, totaled $10,847,000 including the current portion of our long-term debt, accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses.

As of September 30, 2025, our current liabilities from continuing operations exceeded our current assets from continuing operations by $1,846,000. While our current liabilities from continuing operations exceed current assets from continuing operations, we believe our ability to renegotiate our Credit Agreement (see Note 8 below) and ability to continue to generate cash will benefit us in the future.

Accounting Pronouncements Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 is effective for the Company for the year ending December 31, 2025. The guidance allows for adoption using either a prospective or retrospective transition method. The Company does not believe the adoption of this standard will have a significant impact on the Company’s financial position, results of operations or cash flows, however, is evaluating the impact that the updated standard will have on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This update requires enhanced disclosures of certain costs and expenses in the notes to the financial statements. This update is applicable to all public entities and is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update should be applied prospectively; however, retrospective application is permitted. The Company is currently evaluating the impact the new accounting guidance will have on its disclosures.

Note 3: Discontinued Operations

On February 28, 2025 (the “Closing Date”), the Company and Direct Transfer, LLC, its wholly owned subsidiary entered into and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Equiniti Trust Company, LLC (the “Buyer”). Pursuant to, and subject to the terms and conditions of, the Purchase Agreement, the Buyer purchased certain assets related to the Company’s compliance business (the “Purchased Assets”). The Purchased Assets consisted of certain accounts receivable, prepaid assets, contracts and intellectual property, among other things, related to the Company’s services of providing i) disclosure software and services for financial reporting, ii) stock transfer services, iii) annual meeting, print and shareholder distribution and fulfillment services and iv) virtual annual meeting services (but not the intellectual property relating to the virtual annual meeting services). Revenue related to these services was previously included in the Company’s “compliance revenue” stream as reported with the SEC in previous filings, except revenue related to virtual annual meeting services, which was previously reported in “communications revenue” stream in previous SEC filings. Additionally, revenue related to providing SEDAR services and revenue related to our whistleblower hotline, which was previously reported as “compliance revenue” was retained by the Company. The Buyer assumed certain liabilities related to the Purchased Assets, which included certain accounts payable, accrued liabilities and deferred revenue.

The Company reviewed ASC 205-20-45, which provides guidance over the disposal of a component of an entity and determined that the criteria were met to classify the assets of the compliance business as held-for-sale as of December 31, 2024. Further guidance states that once a group of assets are determined to be held-for-sale, then they should be recorded as discontinued operations in the financial statements of the entity.

Performance obligations of contracts included in discontinued operations include providing subscriptions to certain modules of our compliance software or other stand-ready obligations to deliver services and annual report printing and distribution. Additionally, services are provided on a per project basis. Set up fees for disclosure services are considered a separate performance obligation and are satisfied upfront. Set up fees for the transfer agent module and investor relations content management module are immaterial. For service contracts that include stand ready obligations, revenue is recognized evenly over the contract period. For all other services delivered on a per project or event basis, the revenue is recognized at the completion of the event. The Company believes recognizing revenue for subscriptions and stand ready obligations using a time-based measure of progress, best reflects the Company’s performance in satisfying the obligations.

As of the Closing Date, there was $1,227,000 of gross accounts receivable that did not transfer to the Buyer as a result of the Purchase Agreement. The following table sets forth the assets and liabilities included in discontinued operations as of September 30, 2025 and December 31, 2024 as presented in the Consolidated Balance Sheets (in thousands):


	September 30, 2025		December 31, 2024
Accounts Receivable (net of provision for credit losses of $1,016 and $559 as of September 30, 2025 and December 31, 2024	$	–	$	1,321
Other current assets		–		17
Total current assets		–		1,338
Goodwill		–		2,885
Intangible Assets (net of accumulated amortization $5,265 as of December 31, 2024)		–		637
Other non-current assets		–		55
Total assets	$	–	$	4,915

Accounts Payable	$	–	$	107
Accrued Expenses		–		168
Deferred Revenue		–		618
Total liabilities	$	–	$	893

The following table sets forth the details of income from discontinued operations for the three and nine months ended September 30, 2025 and 2024 as presented in the Consolidated Statement of Operations (in thousands):


	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,			September 30,
	2025		2024		2025			2024
Revenues	$	–	$	1,315	$	650		$	4,371
Cost of revenues		–		371		315			1,294
Gross profit		–		944		335			3,077
Operating costs and expenses:
General and administrative		–		116		560			438
Sales and marketing expenses		–		26		17			78
Depreciation and amortization		–		42		28			126
Total operating costs and expenses		–		184		605			642
Operating income (loss)		–		760		(270	)		2,435
Interest income		–		5		8			22
Other income		–		–		8,974			–
Income before taxes		–		765		8,712			2,457
Income tax expense		–		361		2,796			719
Net income from continuing discontinued	$	–	$	404	$	5,916		$	1,738

The following table presents the significant non-cash items related to discontinued operations for the nine-month periods ended September 30, 2025 and 2024 that are included in the accompanying statement of cash flows (in thousands):

Adjustments to reconcile net loss to net cash used in operating activities:


	September 30, 2025		September 30, 2024
Depreciation and amortization	$	28	$	126
Provision for credit loses		420		135
Stock-based compensation expense		78		63
Gain on disposal of business		8,974		–

Note 4: Equity

Dividends

The Company did not pay any dividends during the three and nine-month periods ended September 30, 2025 and 2024.

Preferred stock and common stock

There were no issuances of preferred stock or common stock during the three and nine-month periods ended September 30, 2025 and 2024, other than stock awarded to employees and the Board of Directors.

2023 Equity Incentive Plan

On June 7, 2023, the shareholders of the Company approved the 2023 Equity Incentive Plan (the “2023 Plan”). Under the terms of the 2023 Plan, the Company is authorized to issue incentive awards for common stock up to 300,000 shares to employees and other personnel. The awards may be in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units and performance awards. The 2023 Plan is effective through April 1, 2033. As of September 30, 2025, there are 358,416 shares which remain to be granted under the 2023 Plan, including 123,076 shares assumed under the Company’s previous 2014 Equity Incentive Plan, as amended.

The following table summarizes information about stock options outstanding and exercisable at September 30, 2025:


	Options Outstanding						Options Exercisable
Exercise Price Range	Number		Weighted Average Remaining Contractual Life (in Years)		Weighted Average Exercise Price		Number
$ 0.01 - 8.00		5,000		0.14	$	6.80		5,000
$ 8.01 - 11.00		1,000		3.75	$	10.75		1,000
$ 11.01 - 16.00		10,000		3.41	$	13.21		10,000
$ 16.01 - 27.00		30,000		7.26	$	26.98		15,000
$ 27.01 - 27.71		12,750		6.30	$	27.71		12,750
Total		58,750		5.73	$	22.80		43,750

As of September 30, 2025, the Company had unrecognized stock compensation related to the options of $131,000, which will be recognized through 2027.

During the nine-month period ended September 30, 2025, the Company granted 7,662 restricted stock units to its Board of Directors which vest at the earlier of June 13, 2026, or the Company’s 2026 annual meeting. The average grant date fair value of these grants was $11.75. No restricted stock units were granted during the three-month period ended September 30, 2025. During the three and nine-month periods ended September 30, 2024, the Company granted 11,166 and 43,666 restricted stock units, respectively, to members of the Company’s Board of Directors, employees and contractors which vest at various intervals over 3 years. The average grant date fair value of these grants was $8.06 and $12.41 per share during the three and nine-month periods ended September 30, 2024, respectively.

During the nine-month period ended September 30, 2025, 30,083 restricted stock units with an intrinsic value of $15.63, vested. During the nine-month period ended September 30, 2024, 16,499 restricted stock units with an intrinsic value of $19.95, vested. No restricted stock units vested during the three-month periods ended September 30, 2025 and 2024. As of September 30, 2025, there was $347,000 of unrecognized compensation cost related to our unvested restricted stock units, which will be recognized through 2027.

Note 5: Income Taxes

The Company recognized an income tax expense of $67,000 and benefit of $127,000 for the three and nine-month periods ended September 30, 2025, respectively, compared to income tax benefits of $347,000 and $642,000 for the three and nine-month periods ended September 30, 2024. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year and this rate is applied to the results for the year-to-date period, and then adjusted for any discrete period items. For the three and nine-month periods ended September 30, 2025 and 2024, the variance between our effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income tax, a benefit related to the Foreign Derived Intangible Income ("FDII") deduction and a lower statutory tax rate applied to the Company's Canadian income. This is partially offset by additional expense associated with vesting of stock-based compensation awards.

The One Big Beautiful Bill Act (or “OBBB Act”), enacted on July 4, 2025, permits the deduction of certain U.S. research and development expenditures incurred in tax years beginning on or after January 1, 2025. However, expenditures attributable to research and development conducted outside the U.S. must continue to be capitalized and amortized over fifteen years. The OBBB Act also provides the option to accelerate the amortization of any remaining unamortized U.S. research and development expenditures incurred in tax years beginning on or after January 1, 2022, and before January 1, 2025, over a one or two year period beginning with the first taxable year beginning after December 31, 2024. While the Company currently does not anticipate the OBBB Act will have a material impact on its estimated annual effective tax rate in 2025, the Company will continue to assess its impact.

The OBBB Act also enacted changes to rules governing global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII). Those changes will go into effect for tax years beginning after December 31, 2025; and thus do not impact current financial statements.

Under US GAAP, the effects of the changes in tax laws are recognized in the period in which the tax laws are enacted. Accordingly, the Company has reflected the estimated impact of provisions of the OBBB Act in the Company’s financial statements for the three and nine months ended September 30, 2025.

Note 6: Leases

Leasing activity generally consists of office leases. In March 2019, a lease was signed to move the corporate headquarters to Raleigh, North Carolina. The lease had a lease commencement date of October 2, 2019 and expires December 31, 2027. Minimum lease payments are $2,997,000, not including a tenant improvement allowance of $488,000, which is included in fixed assets as of September 30, 2025 and December 31, 2024. The Company recognized a ROU asset and corresponding lease liability of $2,596,000, which represents the present value of minimum lease payments discounted at 3.77%, the Company’s incremental borrowing rate at lease inception.

Lease liabilities totaled $804,000 as of September 30, 2025. The current portion of this liability of $396,000 is included in Accrued expenses on the Consolidated balance sheets and the long-term portion of $408,000 is included in Lease liabilities on the Consolidated balance sheets. Rent expense consists of both operating lease expense from amortization of our ROU assets as well as variable lease expense which consists of non-lease components of office leases (i.e. common area maintenance) or rent expense associated with short-term leases. The components of lease expense were as follows (in thousands):

Schedule of lease expense
	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2025		2024		2025		2024
Lease expense
Operating lease expense	$	76	$	76	$	228	$	228
Variable lease expense		17		18		48		50
Total lease expense	$	93	$	94	$	276	$	278

The weighted-average remaining non-cancelable lease term for our operating leases was 2.25 years as of September 30, 2025. As of September 30, 2025, the weighted-average discount rate used to determine the lease liability was 3.77%. The future minimum lease payments to be made under non-cancelable operating leases on September 30, 2025, are as follows (in thousands):


Year Ended December 31:
2025	$	100
2026		401
2027		412
Total lease payments		913
Present value adjustment		(109	)
Lease liability	$	804

We have performed an evaluation of our other contracts with customers and suppliers in accordance with Topic 842 and have determined that, except for the leases described above, none of our contracts contain a lease.

Note 7: Segment Reporting

Operating segments are components of an enterprise about which separate financial information is available and is evaluated periodically by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its Chief Executive Officer as the CODM. The Company considers itself to be in a single reportable segment under the authoritative guidance for segment reporting, specifically a communications company for publicly traded and private companies. The CODM uses operating income to evaluate our capital allocation, which could be re-investing income back into the Company, executing a share-repurchase, paying dividends or acquiring other entities. Operating income is used to monitor budget versus actual results. The CODM also uses operating income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the Company. Below provides a breakdown of costs and expenses of our one operating unit (in thousands):

Schedule of segment reporting
	For the Three Months Ended						For the Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2025			2024			2025			2024
Revenues	$	5,723		$	5,639		$	16,820		$	17,231
Cost of revenues
Costs to deliver products		810			643			2,309			1,940
Employee costs		470			635			1,263			1,858
Teleconference costs		98			56			192			169
Amortization of capitalized software		64			60			209			160
Other segment costs		13			17			21			45
Total cost of revenue		1,455			1,411			3,994			4,172
Operating costs and expenses:
Employee costs		1,730			1,824			5,134			6,327
Consultants and professional services		529			750			1,800			2,298
Depreciation and amortization		658			676			1,993			2,032
Advertising		248			255			879			1,033
Provision for credit losses		80			283			636			773
Software licensing		189			225			648			726
Stock compensation		201			241			593			399
Hosting		147			140			418			374
Merchant and bank fees		115			117			333			358
Capitalized Software		–			(137	)		(23	)		(537	)
Acquisition/integration and other non-recurring costs		214			168			667			362
Rent		93			94			276			278
Other operating expenses (1)		248			196			582			633
Total operating costs and expenses		4,452			4,832			13,936			15,056
Operating loss	$	(184	)	$	(604	)	$	(1,110	)	$	(1,997	)

(1)	Other operating expenses include insurance, travel, reseller commissions, tradeshow expense and other miscellaneous selling, general and administrative expenses

Note 8: Credit Agreement

On March 20, 2023 (the “Closing Date”), the Company entered into a $25 million Credit Agreement (the “Credit Agreement”) with Pinnacle Bank (“Pinnacle”). Initially, the Credit Agreement provided for the following: (i) term loan facility in an aggregate principal amount of $20 million (the “Term Loan”), and (ii) revolving line of credit in an up to aggregate principal amount of $5 million (the “Revolving LOC”), subject to an 85% limit based on the current eligible accounts receivable (as defined in the Credit Agreement).

Pursuant to the terms of the Credit Agreement, the per annum interest rate of the Term Loan is variable based on the one-month secured overnight financing rate (“SOFR”) plus 2.35%, subject to a minimum SOFR of 2.00%. However, the Term Loan issued on the Closing Date has a per annum interest rate of 6.217%, which was fixed with respect to the entire principal amount as a result of an interest rate swap agreement entered into between the Company and Pinnacle on the Closing Date in accordance with the terms of the Credit Agreement.

Effective June 25, 2024, the aggregate principal amount of the Revolving LOC was reduced to $1,500,000. The Company currently has no plans to utilize the Revolving LOC but may do so in the future. If the Company does utilize any funds under the Revolving LOC, the funds will bear interest at a per annum rate equal to the then current SOFR plus 2.05%. Effective June 25, 2024, Pinnacle’s commitment to fund under the Revolving LOC was amended to terminate on June 30, 2025, unless terminated earlier pursuant to the terms of the Credit Agreement. The Company terminated its existing $3,000,000 unsecured line of credit with Fifth Third Bank immediately prior to the Closing Date. As of September 30, 2025, there was no outstanding balance under the Revolving LOC and the interest rate was 6.36%.

On February 28, 2025 and in connection with the Purchased Assets transaction described above, the Company and each of its wholly-owned subsidiaries entered into a Third Modification to Credit Agreement and Partial Release (the “Third Modification to Credit Agreement”) with Pinnacle with respect to the Credit Agreement.

Pursuant to the terms of the Third Modification to Credit Agreement and a subsequent amendment, the Company and Pinnacle agreed to the following: (i) to pay down the current principal balance of the Term Loan (as defined in the Credit Agreement) by $12,000,000 as of the closing of the Purchased Assets transaction such that the current principal balance was reduced from $15,333,333 to $3,333,333; (ii) beginning on March 1, 2025, to reduce the monthly principal payments due by the Company to Pinnacle under the Term Loan from $333,333 to $72,464; (iii) to amend the financial covenants set forth in the Credit Agreement, as amended; and (iv) to release the Liens (as defined in the Credit Agreement) relating to the Purchased Assets.

The Credit Agreement, as amended, contains the following financial covenants:

		As Amended
Fiscal Quarter		Fixed Charge Coverage Ratio
Each fiscal quarter ending on or after June 30, 2025		1:2:1.0

Additionally, the Company is required to maintain unrestricted liquidity, as follows.

Leverage Ratio	Unrestricted Liquidity
If the Leverage Ratio is less than or equal to 1.5:1.00	$	1,500,000
If the Leverage Ratio is greater than 1.5:1.00 but less than or equal to 1.75:1.00	$	1,000,000
If the Leverage Ratio is greater than 1.75:1.00	$	500,000

The Credit Agreement also contains customary affirmative covenants for a transaction of this nature, including among other things, covenants relating to: maintenance of adequate financial and accounting books and records, delivery of financial statements and other information, preservation of existence of the Company and subsidiaries, payment of taxes and claims, compliance with laws, maintenance of insurance, foreign qualification, use of proceeds, cash management system, maintenance of properties, and conduct of business.

The Credit Agreement also contains customary negative covenants for a transaction of this nature, including, among other things, covenants relating to debt, liens, investments, negative pledges, dividends and other debt payments, restriction on fundamental changes, sale of assets, transactions with affiliates, restrictive agreements, and changes in fiscal year.

The Credit Agreement also contains various Events of Default (subject to certain grace periods, to the extent applicable), including among other things, Events of Default for the nonpayment of principal, interest or fees; breach of certain covenants; inaccuracy of the representations or warranties in any material respect; bankruptcy or insolvency; dissolution or change of control; certain unsatisfied judgments; defaults under material agreements; certain unfunded liabilities under employee benefit plans; certain unsatisfied judgments; certain ERISA violations; and the invalidity or unenforceability of the Credit Agreement. If an Event of Default occurs, the Company may be required to repay all amounts outstanding under the Credit Agreement. The Term Loan and any advances under the Revolving LOC are secured by a first priority lien and security interest to the benefit of Pinnacle in the Event of Default on all of the Company’s current or future assets and each of the Guarantor’s current or future assets.

Note 9: Interest Rate Swap

The Company entered into an interest rate swap agreement to convert its interest rate exposure from variable rate to fixed rate to control cash outflows related to interest on its variable rate debt. The Company originally had $20,000,000 of notional amount interest rate swap agreement, which amortized in-line with its long-term Credit Agreement. Under the swap agreement, the Company pays a fixed rate of interest at 6.217% and receives an average variable rate of SOFR + 2.35% adjusted monthly. As of September 30, 2025, the variable rate was 6.66%.

The carrying amount for the Company’s derivative financial instrument is the estimated fair value of the financial instrument. The Company’s derivative is not exchange listed and therefore the fair value is estimated under a mark-to-market approach using an analytics model that is a readily observable market input. This model reflects the contractual terms of the derivative, such as notional value and expiration date, as well as market-based observables including interest rates, yield curves, and the credit quality of the counterparty. The model also incorporates the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity, and accordingly, the Company’s derivative is classified within Level 2 of the fair value hierarchy. While the Company believes its estimate results in a reasonable reflection of the fair value of the instrument, the estimated value may not be representative of actual value that could have been realized or that will be realized in the near future.

In accounting for the interest rate swap, the Company has determined it does not qualify for hedge accounting. The fair value of the swap agreement as of September 30, 2025 was a liability of $20,000 and December 31, 2024 was an asset of $60,000 and is included in either Other long-term assets or liabilities, accordingly, in the Consolidated balance sheets. The fair value of the interest rate swap agreement excludes accrued interest and takes into consideration current interest rates and current likelihood of the swap counterparty’s compliance with its contractual obligations. As a result of the interest rate swap, the Company recognized a net unrealized loss of $1,000 and $80,000 during the three and nine months ended September 30, 2025, respectively, compared to a net unrealized loss of $343,000 and $124,000 during the three and nine months ended September 30, 2024, which are included in Other expense in the Consolidated statements of operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The discussion of the financial condition and results of operations of the Company set forth below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Form 10-Q. This Form 10-Q contains forward-looking statements that involve risks and uncertainties. The statements contained in this Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act. When used in this Form 10-Q, or in the documents incorporated by reference into this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding the Company’s strategy, future sales, future expenses, future liquidity, and capital resources. All forward-looking statements in this Form 10-Q are based upon information available to the Company on the date of this Form 10-Q, and the Company assumes no obligation to update any such forward-looking statements. The Company’s actual results could differ materially from those discussed in this Form 10-Q for many reasons. Factors that could cause or contribute to such differences (“Cautionary Statements”) include, but are not limited to, those discussed in Item 1. Business — “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated by reference into this Form 10-Q. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on the Company’s behalf, are expressly qualified in their entirety by the Cautionary Statements.

Overview

ACCESS Newswire Inc. and its subsidiaries are hereinafter collectively referred to as “ACCESS”, “ACCESS Newswire”, the “Company”, “We” or “Our” unless otherwise noted.

Our principal executive offices are located at One Glenwood Ave., Suite 1001, Raleigh, North Carolina, 27603, and our main telephone number is 888-808-ACCS (2227). Our website address is https://www.accessnewswire.com.

Both the Company and its executive officers, announce material financial information to our investors using our investor relations website, SEC filings, investor events, news and earnings releases, public conference calls, webcasts, and social media. We use these channels to communicate with our investors and the public about our company, our products and services and other related matters. It is possible that information we post on some of these channels could be deemed to be material information. Therefore, we encourage investors, the media and others interested in ACCESS to review the information we post to all our channels, including our social media accounts.

We offer a dynamic customer platform that empowers businesses to connect, engage and build their brands. Our platform streamlines Public Relations (PR) and Investor Relations (IR), helping organizations manage events, enhance communication and strategically distribute their messaging to key stakeholders, including investors, media professionals, markets, and regulatory systems worldwide. Today, thousands of customers—from emerging startups to multi-billion-dollar global brands—trust our ACCESS platforms to elevate their reach and impact.

Specifically, the core products that encompass our platform are the following: Press Release Distribution, Media Monitoring, Database and Pitching, as well as Investor Relations Websites and Earnings and Event technologies.

We focus on selling to small and mid-market businesses companies, which we define as companies that have between 2 and 2,000 employees. In late 2024, we launched our new subscription platform to existing customers only, and at the beginning of 2025, officially released it as part of our rebrand to ACCESS Newswire. As of September 30, 2025, we have 972 subscriptions with an annual recurring revenue (“ARR”) of approximately $11.3 million.

Sale of our Compliance Business

On February 28, 2025, the Company and Direct Transfer, LLC, its wholly owned subsidiary entered into and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Equiniti Trust Company, LLC (the “Buyer”). Pursuant to, and subject to the terms and conditions of, the Purchase Agreement, the Buyer purchased certain assets related to the Company’s Compliance business (the “Purchased Assets”). The Purchased Assets consisted of certain accounts receivable, prepaid assets, contracts and intellectual property, among other things, related to the Company’s services of providing i) disclosure software and services for financial reporting, ii) stock transfer services, iii) annual meeting, print and shareholder distribution and fulfillment services and iv) virtual annual meeting services (but not the intellectual property relating to the virtual annual meeting services). Revenue related to these services was previously included in the Company’s “compliance revenue” stream as reported with the SEC in previous filings, except revenue related to virtual annual meeting services, which was previously reported in the “communications revenue” stream in previous SEC filings. Additionally, revenue related to providing SEDAR services and revenue related to our whistleblower hotline, which was previously reported as “Compliance revenue” was retained by the Company. The Buyer only assumed certain liabilities related to the Purchased Assets, which includes certain accounts payable, accrued liabilities and deferred revenue. As a result, assets associated with our Compliance business, and revenue and expenses associated with the assets, have been categorized as discontinued operations in our financial statements for the three and nine months ended September 30, 2025 and 2024, while the remaining assets associated with our Communications business are included in continuing operations.

Our Platform

In previous periods we have sold our products in different bundles and names, such as Media Suite and/or as a Communications platform. As part of our rebrand, in January 2025 we consolidated the naming conventions, product sets and subscriptions to be less onerous on the customers, easier to subscribe to and significantly clearer to the investment community.

Our communications platform consists of the following subscriptions:

ACCESS PR – a subscription that includes press release distribution, media monitoring, pitching and database.

ACCESS IR – a subscription that includes investor relations website, quarterly earnings calls, and press release distribution to cover the announcement of your earnings date and actual earnings releases.

ALL ACCESS – encompasses the best of both ACCESS PR and ACCESS IR into a customized platform for each customer.

As an option, the Company provides customers with the ability to purchase stand-alone solutions to try each of its products before subscribing to our platform. For example, a small company looking to build their brand and tell their story would utilize the press release distribution product from ACCESS Newswire in a pay-as-you-go option.

Products in the Platform

Press Release Distribution. Our flagship press release distribution service—marketed under the brands ACCESS Newswire, Newswire.com, and PressRelease.com—offers comprehensive news dissemination and media outreach solutions for both private and public companies worldwide. We believe ACCESS is emerging as a competitive force in the newswire industry, leveraging advanced technology to provide customers with greater control and flexibility. Users can choose self-publishing or AI-assisted creations of their press releases, which is reviewed by our expert editorial team for compliance and professional review. We continue to expand our distribution network, refine targeting capabilities, and enhance analytics reporting to maximize impact.

Our platform also includes a seamless e-commerce experience, allowing customers to self-select distribution options, register, and upload their press releases for editorial review within minutes. These innovations have contributed to the historical growth of press release distribution products, a trend we anticipate will continue in the coming years.

Additionally, we maintain high gross margins while offering flexible pricing options, enabling customers to pay per release or opt for long-term contract commitments. Our core press release distribution service is integrated into all three ACCESS subscription plans, ensuring greater value for our customers.

Press Release Optimizer (”PRO”). Our PRO offering, formally Media Advantage Platform, automates media and marketing communications for businesses seeking to deliver the right message to the right audience at the right time for the right purpose. Through the PRO offering, we provide content and media communications services that provide customers the opportunity to optimize their content and increase their media visibility, therefore building their brand awareness and engaging a larger audience. With the flexibility of these offerings, customers have the ability to now choose to add a PRO solution to any of their ACCESS subscriptions.

Media Database. Our media database is based on the idea that pitching the media should be a targeted endeavor. Our dataset includes only the journalists that are actively writing and publishing articles. We built this component in reverse, looking at the tens of millions of articles published annually and sorted articles by industry, publication and journalist, then curated the most accurate data of each contact and made it available within our media database. Additionally, within the interface we made it easy to see each article published by every journalist a user may want to connect with, making our media suite a compelling combination of the right features and intelligence between database, pitching, and monitoring.

Media Pitching. Pitching is a critical part of our media suite because it allows the user to contact and connect with the most active journalists in their industry. Our media suite not only gives the user the professionals to pitch, it also offers AIMee, our AI writing and recommendation engine, to enhance the user’s message, write a new message and highlight engage-able content to help bring their pitch to the forefront.

Media Monitoring. A brand monitoring solution is extremely important, and every company should consider monitoring not only their brands, but their products, executives and competitors mentioned in all mediums – print, broadcast media and television, web, radio, video, blogs and social media. Our monitoring solution offers many of these mediums and we will continue to undergo expansion in each of these mediums with a goal of being a comprehensive media monitoring solution within the next year. Our media monitoring solution ties together our journalist contacts and mention analytics into and with a customer’s dashboard of daily activity.

Media Room. A natural addition to our public relations and investor relations website business. This product offering can be an add-on to any customer’s subscription. The media room suite includes a custom newsroom page builder, a brand asset manager and contact manager.

Our media room addresses the needs of our customers looking to build connections with media, journalists, customers and if applicable the investment community. According to TekGroup’s latest survey in 2023, a majority of journalists and media professionals indicated the importance of media rooms that include digital media, press kits and video. We believe our media room accomplishes this by making it a part of our subscription platform or stand-alone offering, giving us a further competitive advantage in the market. This also allows our customers to have one media platform to manage all their assets, brands and outreach.

Webcasting & Events. Our webcasting and events business is comprised of our earnings call webcasting solutions and our virtual meeting and events software (such as deal/non-deal road shows, analyst days and shareholder days).

Our Webcasting Platform is a cloud-based webcast, webinar and virtual meeting platform that delivers live and on-demand streaming of events to audiences of all sizes. Our solution allows customers to create, produce and deliver events, which we feel has significantly strengthened our webcasting product and overall offering. The platform architecture gives us the ability to host thousands of webcasts each year, expanding and diversifying our webcast business from our historical earnings-based events to include any type of virtual event.

Traditional earnings calls and webcasts are a highly competitive market with the majority of the business being driven from practitioners in investor relations and communications firms. We estimate there are approximately 4,000 companies in North America conducting earnings events each quarter that include a teleconference, webcast or both as part of their events. Our platform incorporates other elements of the earnings event, including earnings date/call announcement, and earnings press release. There are a handful of our competitors that can offer this integrated full-service solution today, however, we believe our real-time event setup and integrated approach offers a more effective way to manage the process. As we expand our platform, it is vital for us to have solutions that service both our core public companies but also a growing segment of private customers.

Professional Conference and Events Software. Our professional conference and events software is a subscription offering we currently license to investor conference organizers. This software, which is also available as a native mobile app, offers organizers, issuers and investors the ability to register, request and approve one-on-one meetings, manage schedules, perform event promotion and sponsorship, print attendee badges and manage lodging. This cloud-based product can be used in a virtual or in person conference setting and is integrated within other offerings of press release distribution, media rooms and webcasting and events. We believe this integration gives us a unique offering for professional conference organizers that is not available elsewhere in the market.

Investor Relations Websites. Our investor relations content network is another component of our platform, which is used to create the investor relations’ tab of a company’s website. This investor relations content network is a robust series of data feeds including news feeds, stock feeds, fundamentals, regulatory filings, corporate governance and many other components which are aggregated from most of the major exchanges and news distribution outlets around the world. Customers can subscribe to one or more of these data feeds or as a component of a fully designed and hosted website for pre-IPO companies, SEC reporting companies and partners seeking to display our content on their corporate sites. The clear benefit to our investor relations content network is its integration with our other offerings. As such, companies can produce content for public distribution and it is automatically linked to their corporate website, distributed to targeted groups and placed into our data feed partners.

During 2023, we released significant upgrades to our investor relations website that included ADA Compliance (Americans with Disabilities Act) and AODA Compliance (Accessibility for Ontarians with Disabilities Act) which ensures that people with disabilities have the same access to all areas of a business's premises, specifically, customers’ websites. This add-on requires a recurring annual subscription and is delivered fully integrated into and with our investor relations website offering.

Incident Hotline. Formally our whistleblower hotline offering, this is an add-on product within our subscription platform. This system delivers secure notifications and basic incident workflow management processes that align with a company’s corporate governance policies. As a supported and subsidized bundle product of the New York Stock Exchange (“NYSE”) offerings, we are introduced to new IPO customers and other larger cap customers listed on the NYSE. Since 2014, we have been a named NYSE subsidy provider of this incident response and management solution.

Results of Operations

Comparison of results of operations for the three and nine months ended September 30, 2025 and 2024 (in thousands):

	Three Months Ended September 30,						Percentage of Revenue
	2025			2024			2025			2024

Revenues	$	5,723		$	5,639			–			–
Cost of Revenues		1,455			1,411			25	%		25	%
Gross margin		4,268			4,228			75	%		75	%
Operating Expenses:
General and administrative		1,484			1,893			26	%		34	%
Sales and marketing		1,626			1,592			28	%		28	%
Product development		684			671			12	%		12	%
Depreciation and amortization		658			676			11	%		12	%
Total expenses		4,452			4,832			78	%		86	%
Operating loss		(184	)		(604	)		(3	)%		(11	)%
Interest income (expense), net		207			(270	)		4	%		(5	)%
Other expense, net		(1	)		(343	)		–	%		(6	)%
Income (loss) before income taxes		22			(1,217	)		–	%		(22	)%
Income tax expense (benefit)		67			(347	)		1	%		(6	)%
Net loss from continuing operations	$	(45	)	$	(870	)		(1	)%		(15	)%

	Nine Months Ended September 30,						Percentage of Revenue
	2025			2024			2025			2024

Revenues	$	16,820		$	17,231			–			–
Cost of Revenues		3,994			4,172			24	%		24	%
Gross margin		12,826			13,059			76	%		76	%
Operating Expenses:
General and administrative		5,189			5,374			31	%		31	%
Sales and marketing		4,682			5,606			28	%		33	%
Product development		2,072			2,044			12	%		12	%
Depreciation and amortization		1,993			2,032			12	%		12	%
Total expenses		13,936			15,056			83	%		87	%
Operating loss		(1,110	)		(1,997	)		(7	)%		(12	)%
Interest income (expense), net		14			(857	)		–			(5	)%
Other expense, net		(80	)		(124	)		–			(1	)%
Loss before income taxes		(1,176	)		(2,978	)		(7	)%		(17	)%
Income tax benefit		(127	)		(642	)		(1	)%		(4	)%
Net loss from continuing operations	$	(1,049	)	$	(2,336	)		(6	)%		(14	)%

Revenues

Total revenue increased $84,000, or 1%, to $5,723,000 during the three months ended September 30, 2025, as compared to $5,639,000 for the same period in 2024. Total revenue decreased $411,000, or 2%, to $16,820,000 during the nine months ended September 30, 2025, as compared to $17,231,000 for the same period in 2024. The increase in revenue during the quarter is due to an increase in core press release revenue of approximately 7% as compared to the same period of the prior year, due to an increase in press release volume. Although core press release revenue increased 1% for the nine months ended September 30, 2025, total revenue decreased due to declines among our other product lines.

Revenue Backlog

As of September 30, 2025, our deferred revenue balance was $5,020,000, which we expect to recognize over the next twelve months, compared to $4,743,000 at December 31, 2024, an increase of 6%. Deferred revenue primarily consists of advance billings for pre-paid packages of our news distribution products as well as advance billings for subscriptions of our cloud-based products.

Cost of Revenues

Cost of revenues consist primarily of direct labor costs, newswire distribution costs, teleconferencing costs, and third-party licensing costs. Cost of revenues increased $44,000, or 3%, and decreased $178,000, or 4%, during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024. The increase for the three months ended September 30, 2025 was primarily due to increases in distribution costs as we continue to improve our distribution network, partially offset by a reduction in headcount and optimization of our operations teams. Overall gross margin increased $40,000, or 1%, and decreased $233,000, or 2%, during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024. As a result, gross margin percentage remained consistent at 75% and 76% during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, bonuses, stock-based compensation, insurance, fees for professional services, general corporate expenses (including bad debt expense) and facility and equipment expenses. General and administrative expenses decreased $409,000 or 22%, and $185,000, or 3%, during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024. The decrease for the three months ended September 30, 2025, compared to the prior year is primarily due to a reduction in employee related expenses, provision for credit losses, as well as indirect costs associated with the Compliance business. For the nine months ended September 30, 2025, this is partially offset by a benefit to stock compensation expense of $340,000 recorded during the nine months ended September 30, 2024, as a result of the resignation of an executive officer.

As a percentage of revenue, general and administrative expenses were 26% and 31% for the three and nine months ended September 30, 2025, respectively, as compared to 34% and 31% for the same periods of 2024.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of salaries, stock-based compensation, sales commissions, advertising expenses, tradeshow expenses and other marketing expenses. Sales and marketing expenses increased $34,000, or 2%, and decreased $924,000, or 16%, for the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024. The decrease for the nine months ended September 30, 2025 is primarily due to lower employee-related expenses and headcount during the first six months of the year, however, for the three months ended September 30, 2025, is more comparable to the prior year.

As a percentage of revenue, sales and marketing expenses were 28% for the three and nine months ended September 30, 2025, as compared to 28% and 33% for the same periods of 2024.

Product Development Expenses

Product development expenses consist primarily of salaries, stock-based compensation, bonuses, and licenses to develop new products and technology to complement and/or enhance our platform. Product development expenses increased $13,000, or 2%, and 28,000, or 1%, during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024. The increase is primarily due to a reduction in capitalized software development, partially offset by decreases in headcount and consultants. No costs were capitalized during the three months ended September 30, 2025, while $23,000 was capitalized during the nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, we capitalized $137,000 and $537,000, respectively.

As a percentage of revenue, product development expenses were 12% for the three and nine months ended September 30, 2025 and 2024.

Interest Income (Expense), Net

We recognized interest expense of $57,000 and $325,000 for the three and nine months ended September 30, 2025, respectively, compared to $280,000 and $1,183,000 during the same periods of 2024, which is all related to our long-term credit agreement. The decrease in interest expense for the three and nine months ended September 30, 2025, is due to the reduction in debt as a result of the pay down from the sale of the compliance business. These amounts are offset by interest income on deposit and money market accounts of $264,000 and $347,000 for the three and nine months ended September 30, 2025, respectively, compared to $15,000 and $83,000 for the same periods of the prior year.

Other income (expense)

Other income (expense) represents the change in fair value of our interest rate swap.

Income Taxes

We recognized an income tax expense of $67,000 and a benefit of $127,000 for the three and nine-month periods ended September 30, 2025, respectively, compared to income tax benefit of $347,000 and $642,000 for the three and nine-month periods ended September 30, 2024. For the three and nine-month periods ended September 30, 2025 and 2024, the variance between our effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income tax, a benefit related to the Foreign Derived Intangible Income ("FDII") deduction and a lower statutory tax rate applied to the Company's Canadian income. This is partially offset by additional expense associated with vesting of stock-based compensation awards

Liquidity and Capital Resources

As of September 30, 2025, our current liabilities from continuing operations exceeded our current assets from continuing operations by $1,846,000. While our current liabilities from continuing operations exceed current assets from continuing operations, we believe our ability to renegotiate our Credit Agreement and ability to continue to generate cash will benefit us in the future.

As of September 30, 2025, the aggregate principal amount of our Revolving LOC was $1,500,000 and is set to expire June 30, 2026. We currently have no plans to utilize the Revolving LOC but may do so in the future. If the Company does utilize any funds under the Revolving LOC, the funds will bear interest at a per annum rate equal to the then current SOFRplus 2.05%. As of September 30, 2025, there was no outstanding balance under the Revolving LOCand the interest rate was 6.36%.

Disclosure about Off-Balance Sheet Arrangements

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

Non-GAAP Measures

The non-GAAP adjustments referenced below and herein relate to the exclusion of stock-based compensation, amortization of acquisition-related intangible assets. and other expenses the Company believes to be non-recurring. A reconciliation of GAAP to non-GAAP historical financial measures has been provided in the tables below.

Management believes that the use of EBITDA from continuing operations, Adjusted EBITDA from continuing operations, non-GAAP net income (loss) from continuing operations, non-GAAP net income (loss) from continuing operations per share, free cash flow and adjusted free cash flow is helpful to its investors. These measures, which are referred to as non-GAAP financial measures, are not prepared in accordance with generally accepted accounting principles in the United States, or GAAP. Our management uses these non-GAAP financial measures as tools for financial and operational decision making and for evaluating our own operating results over different periods of time.

EBITDA from continuing operations is calculated by excluding depreciation and amortization, interest expense, net, and income taxes from the loss from continuing operations. Adjusted EBITDA also excludes certain other expenses which the Company believes to be non-recurring as well as the gain or loss on the change in fair value of our interest rate swap.

Non-GAAP net income (loss) from continuing operations is calculated by excluding stock-based compensation expense and amortization expense for acquisition-related intangible assets from loss from continuing operations and certain other adjustments noted in the tables below. Non-GAAP net income (loss) from continuing operations per share is calculated by dividing non-GAAP net income (loss) from continuing operations by the weighted-average diluted shares outstanding as presented in the calculation of GAAP net income (loss) from continuing operations per share. Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash expenses, management believes that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between its operating results from period to period. For business combinations, management generally allocates a portion of the purchase price to intangible assets. The amount of the allocation is based on estimates and assumptions made by management and is subject to amortization. The amount of purchase price allocated to intangible assets and the term of its related amortization can vary significantly and are unique to each acquisition and thus management does not believe they are reflective of ongoing operations.

Free cash flow, a non-GAAP measure, represents cash flow from operating activities less purchase of property and equipment and capitalized software. Adjusted free cash flow also deducts certain cash payments which the Company believe to be non-recurring in nature. Management considers free cash flow and adjusted free cash flow to be liquidity measures that provide useful information to investors about the amount of cash generated or used by the business.

Non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in the industry may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact on our reported financial results.

The presentation of non-GAAP financial information below and herein are not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Investors should review the reconciliation of non-GAAP financial measures to the comparable GAAP financial measures included below and not rely on any single financial measure to evaluate our business.

A reconciliation of net income to adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 is presented in the following table (in thousands):

	Three Months Ended September 30,
	2025			2024
	Amount			Amount

Net loss from continuing operations:	$	(45	)	$	(870	)
Adjustments:
Depreciation and amortization		722			735
Interest expense, net		(207	)		270
Income tax expense (benefit)		67			(347	)
EBITDA from continuing operations		537			(212	)
Acquisition and/or integration costs ⁽¹⁾		42			43
Other non-recurring expenses ⁽²⁾		174			468
Stock-based compensation expense ⁽³⁾		180			247
Adjusted EBITDA from continuing operations:	$	933		$	546

	Nine Months Ended September 30,
	2025			2024
	Amount			Amount

Net loss from continuing operations:	$	(1,049	)	$	(2,336	)
Adjustments:
Depreciation and amortization		2,203			2,191
Interest (income) expense, net		(14	)		857
Income tax expense (benefit)		(127	)		(642	)
EBITDA from continuing operations		1,013			70
Acquisition and/or integration costs ⁽¹⁾		243			150
Other non-recurring expenses ⁽²⁾		505			336
Stock-based compensation expense ⁽³⁾		572			405
Adjusted EBITDA from continuing operations:	$	2,333		$	961

	(1)	This adjustment gives effect to one-time corporate projects, including acquisition, divestiture and integration related expenses, incurred during the periods.
	(2)	For the three months ended September 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $2,000 and non-recurring fees of $172,000. For the nine months ended September 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $80,000, as well as corporate re-brand costs of $132,000 and non-recurring fees of $293,000. For the three and nine months ended September 30, 2024, this adjustment gives effect to a loss recorded on the change in fair value of our interest rate swap of $343,000 and $124,000, respectively, as well as one-time accounting fees, termination benefits and other non-recurring or unusual expenses of $125,000 and $212,000, respectively.
	(3)	The adjustments represent stock-based compensation expense from continuing operations related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.

A reconciliation of net income to adjusted net income for the three months ended September 30, 2025 and 2024 is presented in the following table (in thousands):

	Three Months Ended September 30,
	2025						2024
	Amount			Per diluted share			Amount			Per diluted share

Net loss from continuing operations:	$	(45	)	$	(0.01	)	$	(870	)	$	(0.23	)
Adjustments:
Amortization of intangible assets⁽¹⁾		622			0.16			639			0.17
Stock-based compensation expense⁽²⁾		180			0.05			247			0.06
Other unusual items⁽³⁾		216			0.06			511			0.13
Discrete items impacting income tax expense⁽⁴⁾		–			–			(47	)		(0.01	)
Tax impact of adjustments⁽⁵⁾		(213	)		(0.06	)		(293	)		(0.07	)
Non-GAAP net income from continuing operations:	$	760		$	0.20		$	187		$	0.05
Weighted average number of common shares outstanding – diluted		3,870						3,835

	Nine Months Ended September 30,
	2025						2024
	Amount			Per diluted share			Amount			Per diluted share

Net loss from continuing operations:	$	(1,049	)	$	(0.27	)	$	(2,336	)	$	(0.61	)
Adjustments:
Amortization of intangible assets⁽¹⁾		1,882			0.49			1,919			0.50
Stock-based compensation expense⁽²⁾		572			0.14			405			0.11
Other unusual items⁽³⁾		748			0.19			486			0.12
Discrete items impacting income tax expense⁽⁴⁾		41			0.01			38			0.01
Tax impact of adjustments⁽⁵⁾		(672	)		(0.17	)		(590	)		(0.15	)
Non-GAAP net income (loss) from continuing operations:	$	1,522		$	0.39

SEC Form 10-Q filed by ACCESS Newswire Inc.