idn-20250630

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 June 30, 2025


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

			For the transition period from ________________ to ________________

Commission File No.: 001-15465

Intellicheck, Inc.

(Exact name of Registrant as specified in its charter)


Delaware						11-3234779
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

200 Broadhollow Road, Suite 207, Melville, NY 11747
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (516) 992-1900

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value per share

IDN

The Nasdaq Stock Market LLC

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 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 every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 Exchange Act). Yes ☐ No ☒

As of August 12, 2025, there were 20,037,271 shares of Common Stock, $0.001 par value, outstanding.


			Page
PART I – FINANCIAL INFORMATION			3

Item 1. Unaudited Condensed Financial Statements			3

Condensed Balance Sheets – June 30, 2025 (Unaudited) and December 31, 2024			3

Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2025 and 2024			4

Unaudited Condensed Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024			6

Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2025 and 2024			7

Notes to Unaudited Condensed Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22

Item 3. Quantitative and Qualitative Disclosures About Market Risk			27

Item 4. Controls and Procedures			27

Part II – OTHER INFORMATION			27

Item 1. Legal Proceedings			28

Item 1A. Risk Factors			28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28

Item 3. Defaults Upon Senior Securities			28

Item 4. Mine Safety Disclosures			28

Item 5. Other Information			28

Item 6. Exhibits			29

Signatures			30


31.1			Rule 13a-14(a) Certification of Chief Executive Officer
31.2			Rule 13a-14(a) Certification of Chief Financial Officer
32			U.S.C. Section 1350 Certifications
101.INS			XBRL Instance Document
101.SCH			XBRL Taxonomy Extension Schema
101.CAL			XBRL Taxonomy Extension Calculation Linkbase
101.DEF			XBRL Taxonomy Extension Definition Linkbase
101.LAB			XBRL Taxonomy Extension Label Linkbase
101.PRE			XBRL Taxonomy Extension Presentation Linkbase
104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


	June 30, 2025		December 31, 2024
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,573	$	4,666
Accounts receivable, net of allowance for credit losses of $100 at June 30, 2025 and December 31, 2024, respectively	2,676		4,675
Other current assets	894		571
Total current assets	12,143		9,912

PROPERTY AND EQUIPMENT, NET	463		536
GOODWILL	8,102		8,102
INTANGIBLE ASSETS, NET	2,357		2,374
OTHER ASSETS	1		9
Total assets	$	23,066	$	20,933

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	495	$	443
Accrued expenses	1,528		1,742
Deferred revenue	3,038		1,001
Total current liabilities	5,061		3,186

Total liabilities	5,061		3,186

COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS’ EQUITY:
Preferred stock - $0.01 par value; 30,000 shares authorized; Series A convertible preferred stock, zero shares issued and outstanding at June 30, 2025 and December 31, 2024	—		—
Common stock - $0.001 par value; 40,000,000 shares authorized; 20,025,843 and 19,782,311 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively	20		19
Additional paid-in capital	153,037		152,211
Accumulated deficit	(135,052)		(134,483)
Total stockholders’ equity	18,005		17,747

Total liabilities and stockholders’ equity	$	23,066	$	20,933


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024

REVENUES	$	5,123	$	4,672	$	10,017	$	9,352
COST OF REVENUES	(523)		(444)		(1,025)		(879)
Gross profit	4,600		4,228		8,992		8,473

OPERATING EXPENSES
Selling, general and administrative	3,535		3,608		6,988		7,544
Research and development	1,363		835		2,650		1,653
Total operating expenses	4,898		4,443		9,638		9,197

Loss from operations	(298)		(215)		(646)		(724)

OTHER INCOME AND EXPENSE
Other income, net	47		88		77		157
Total other income, net	47		88		77		157

Net loss before provision for income taxes	(251)		(127)		(569)		(567)
Provision for income taxes	—		—		—		2

Net loss	$	(251)	$	(127)	$	(569)	$	(569)

PER SHARE INFORMATION
Loss per common share -
Basic/Diluted	$	(0.01)	$	(0.01)	$	(0.03)	$	(0.03)

Weighted average common shares used in computing per share amounts -
Basic/Diluted	19,795,189		19,460,351		19,357,364		19,380,605


	Three months ended June 30, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount

BALANCE, March 31, 2025	19,816,043	$	19	$	152,390	$	(134,801)	$	17,608

Stock-based compensation	–	–		202		–		202
Stock option exercises, net of cashless exercises	181,256	1		445		–		446
Issuance of shares for vested restricted stock grants	28,544	–		–		–		–
Net loss	–	–		–		(251)		(251)
BALANCE, June 30, 2025	20,025,843	$	20	$	153,037	$	(135,052)	$	18,005


	Three months ended June 30, 2024
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount

BALANCE, March 31, 2024	19,404,561	$	19	$	151,166	$	(134,007)	$	17,178

Stock-based compensation	–	–		256		–		256
Stock option exercises, net of cashless exercises	4,875	–		–		–		–
Issuance of shares for vested restricted stock grants	83,266	–		–		—		—
Net loss	–	–		–		(127)		(127)
BALANCE, June 30, 2024	19,492,702	$	19	$	151,422	$	(134,134)	$	17,307


	Six months ended June 30, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount

BALANCE, December 31, 2024	19,782,311	$	19	$	152,211	$	(134,483)	$	17,747

Stock-based compensation	–	–		381		–		381
Stock option exercises, net of cashless exercises	181,256	1		445		–		446
Issuance of shares for vested restricted stock grants	62,276	–		–		–		–
Net loss	–	–		–		(569)		(569)
BALANCE, June 30, 2025	20,025,843	$	20	$	153,037	$	(135,052)	$	18,005


	Six months ended June 30, 2024
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount

BALANCE, December 31, 2023	19,354,335	$	19	$	150,822	$	(133,565)	$	17,276

Stock-based compensation	–	–		600		–		600
Stock option exercises, net of cashless exercises	4,875	–		–		–		–
Issuance of shares for vested restricted stock grants	133,492	–		–		–		–
Net loss	–	–		–		(569)		(569)
BALANCE, June 30, 2024	19,492,702	$	19	$	151,422	$	(134,134)	$	17,307


•Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. The Company's Level 1 assets consisted primarily of cash and cash equivalents totaling $8,573 and $4,666 as of June 30, 2025 and December 31, 2024, respectively.
•Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. The Company had no Level 2 assets or liabilities as of June 30, 2025 and December 31, 2024.
•Level 3—Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when the fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The Company had no Level 3 assets or liabilities as of June 30, 2025 and December 31, 2024.


	For the Three Months Ended June 30,
	2025		2024
Products and services

SaaS	$	5,080	$	4,627
Equipment	—		40
Other	43		5
	$	5,123	$	4,672
Timing of revenue recognition

Products transferred at a point in time	$	—	$	40
Services transferred over time	5,123		4,632
	$	5,123	$	4,672


	Six months ended June 30,
	2025		2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(569)	$	(569)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization	325		145
Stock-based compensation	379		405
Credit loss expense	47		18
Changes in assets and liabilities:
Decrease in accounts receivable	1,920		1,371
(Increase) Decrease in other current assets and other assets	(94)		47
(Decrease) in accounts payable and accrued expenses	(161)		(1,318)
Increase (Decrease) in deferred revenue	2,037		(411)
Net cash provided by (used in) operating activities	3,884		(312)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(22)		(19)
Proceeds from maturity of short-term investments	—		5,000
Software development costs	(210)		(1,389)
Net cash (used in) provided by investing activities	(232)		3,592

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercises of stock options	445		—
Repayment of insurance financing arrangements	(190)		—
Net cash provided by financing activities	255		—

Net increase in cash	3,907		3,280

CASH, beginning of period	4,666		3,980

CASH, end of period	$	8,573	$	7,260

Supplemental disclosures of cash flow information:
Cash paid for interest	$	(4)	$	—
Cash paid for income taxes	$	—	$	—


	Remainder 2025		2026		2027		Total

SaaS	$	2,588	$	450	$	—	$	3,038
	$	2,588	$	450	$	—	$	3,038


	June 30, 2025		December 31, 2024
Computer equipment and software	$	1,952	$	1,930
Furniture and fixtures	139		139
Office equipment	631		631
	2,722		2,700
Less – Accumulated depreciation	(2,259)		(2,164)
	$	463	$	536


Net balance at December 31, 2024	$	2,374
Addition: Capitalized software costs	213
Deduction: Amortization expense	(230)
Net balance at June 30, 2025	$	2,357


	For the Six Months Ended June 30,
	2025		2024
Products and services

SaaS	$	9,948	$	9,236
Equipment	6		95
Other	63		21
	$	10,017	$	9,352
Timing of revenue recognition

Products transferred at a point in time	$	6	$	95
Services transferred over time	10,011		9,257
	$	10,017	$	9,352


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Numerator:
Net loss	$	(251)	$	(127)	$	(569)	$	(569)

Denominator:
Weighted average common shares –
Basic/Diluted	19,795,189		19,460,351		19,357,364		19,380,605

Loss per common share
Basic/Diluted	$	(0.01)	$	(0.01)	$	(0.03)	$	(0.03)


	As of June 30, 2025
	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value

Cash and cash equivalents	$	8,573	$	—	$	—	$	8,573
Total cash and cash equivalents	$	8,573	$	—	$	—	$	8,573


	As of December 31, 2024
	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value

Cash and cash equivalents	$	4,666	$	—	$	—	$	4,666
Total cash and cash equivalents	$	4,666	$	—	$	—	$	4,666


		As of June 30, 2025
	Estimated Useful Life	Adjusted Carrying Amount		Accumulated Amortization		Net

Patents and copyrights	2-17 years	$	375	$	(338)	$	37
Developed technology	5 years	400		(400)		—
Software development	5 years	$	2,667	$	(347)	$	2,320
		$	3,442	$	(1,085)	$	2,357


	June 30, 2025		December 31, 2024
Professional fees	$	123	$	84
Payroll and related	599		764
Incentive bonuses	682		465
Sales tax accrual	114		251
Insurance financing	—		178
Other	10		—
	$	1,528	$	1,742


	Number of Shares Subject to Issuance	Weighted- average Exercise Price		Weighted- average Remaining Contractual Term	Aggregate Intrinsic Value

Outstanding at December 31, 2024	1,153,104	$	2.94	3.88 years	$	536
Granted	545,151	4.07		–	–
Forfeited, cancelled, or expired	(16,250)	2.19		–	–
Exercised	(181,256)	$	—	—	—
Outstanding at June 30, 2025	1,500,749	$	2.88	4.13 years	$	4,203

Exercisable at June 30, 2025	667,753	$	3.41	2.28 years	$	1,717


	Number of RSUs	Weighted Average Grant Date Fair Value

Outstanding at December 31, 2024	37,957	$	2.51
Granted	36,004	3.68
Vested and settled in shares	(62,533)	2.68

Outstanding at June 30, 2025	11,428	$	5.25


	Three Months Ended June 30						Six Months Ended June 30
	2025			2024			2025			2024

Revenues	$	5,123		$	4,672		$	10,017		$	9,352
Cost of revenues, exclusive of amortization	$	401		$	421		$	800		$	832
Amortization allocable to cost of revenues	122			23			225			47
Gross profit	4,600			4,228			8,992			8,473
Add:
Amortization allocable to cost of revenues	122			23			225			47
Adjusted gross profit	4,722			4,251			9,217			8,520

Gross profit as a percentage of revenues	89.8		%	90.5		%	89.8		%	90.6		%
Adjusted gross profit as a percentage of revenues	92.2		%	91.0		%	92.0		%	91.1		%


Exhibit No.						Description

31.1*						Rule 13a-14(a) Certification of Chief Executive Officer
31.2*						Rule 13a-14(a) Certification of Chief Financial Officer
32*						18 U.S.C. Section 1350 Certifications
101.INS*						XBRL Instance Document
101.SCH*						XBRL Taxonomy Extension Schema
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase
101.DEF*						XBRL Taxonomy Extension Definition Linkbase
101.LAB*						XBRL Taxonomy Extension Label Linkbase
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase
104*						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


Date:	August 12, 2025	INTELLICHECK, INC.

		By:	/s/ Bryan Lewis
			Bryan Lewis
			President and Chief Executive Officer
			(Principal Executive Officer)

		By:	/s/ Adam Sragovicz
			Adam Sragovicz
			Chief Financial Officer