idn-20260331

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 March 31, 2026


☐			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 May 12, 2026, there were 20,251,221 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 – March 31, 2026 (Unaudited) and December 31, 2025			3

Unaudited Condensed Statements of Operations for the three months ended March 31, 2026 and 2025			4

Unaudited Condensed Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025			6

Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2026 and 2025			6

Notes to Unaudited Condensed Financial Statements			7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21

Item 3. Quantitative and Qualitative Disclosures About Market Risk			25

Item 4. Controls and Procedures			25

Part II – OTHER INFORMATION			26

Item 1. Legal Proceedings			26

Item 1A. Risk Factors			26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			26

Item 3. Defaults Upon Senior Securities			26

Item 4. Mine Safety Disclosures			26

Item 5. Other Information			26

Item 6. Exhibits			27

Signatures			28


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)


	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,062	$	9,650
Accounts receivable, net of allowance for credit losses of $157 at March 31, 2026 and December 31, 2025	5,740		3,365
Other current assets	893		892
Total current assets	16,695		13,907

PROPERTY AND EQUIPMENT, NET	374		394
GOODWILL	8,102		8,102
INTANGIBLE ASSETS, NET	1,937		2,077
OTHER ASSETS	1		1
Total assets	$	27,109	$	24,481

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	425	$	226
Accrued expenses	2,229		1,897
Deferred revenue	2,922		1,661
Total current liabilities	5,576		3,784

Total liabilities	5,576		3,784

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 March 31, 2026 and December 31, 2025	—		—
Common stock - $0.001 par value; 40,000,000 shares authorized; 20,239,060 and 20,225,323 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	20		20
Additional paid-in capital	154,087		153,887
Accumulated deficit	(132,574)		(133,210)
Total stockholders’ equity	21,533		20,697

Total liabilities and stockholders’ equity	$	27,109	$	24,481


	Three months ended March 31,
	2026		2025

REVENUES	$	5,524	$	4,894
COST OF REVENUES	(499)		(502)
Gross profit	5,025		4,392

OPERATING EXPENSES
Selling, general and administrative	3,242		3,453
Research and development	1,241		1,287
Total operating expenses	4,483		4,740

Income (loss) from operations	542		(348)

OTHER INCOME AND EXPENSE
Other income, net	94		30
Total other income, net	94		30

Net income (loss) before provision for income taxes	636		(318)
Provision for income taxes	—		—

Net income (loss)	$	636	$	(318)

PER SHARE INFORMATION
Income (loss) per common share -
Basic	$	0.03	$	(0.02)
Diluted	$	0.03	$	(0.02)

Weighted average common shares used in computing per share amounts
Basic	20,236,880		19,816,043
Diluted	20,850,957		19,816,043


	Three months ended March 31, 2026
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount

BALANCE, December 31, 2025	20,225,323	$	20	$	153,887	$	(133,210)	$	20,697

Stock-based compensation	–	–		200		–		200
Issuance of shares for vested restricted stock grants	13,737	–		–		–		–
Net income	–	–		–		636		636
BALANCE, March 31, 2026	20,239,060	$	20	$	154,087	$	(132,574)	$	21,533


	Three months ended March 31, 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	–	–		179		–		179
Issuance of shares for vested restricted stock grants	33,732	–		–		–		–
Net loss	–	–		–		(318)		(318)
BALANCE, March 31, 2025	19,816,043	$	19	$	152,390	$	(134,801)	$	17,608


•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 $10,062 and $9,650 as of March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025.
•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 March 31, 2026 and December 31, 2025.


	For the Three Months Ended March 31,
	2026		2025
Products and services

SaaS	$	5,514	$	4,868
Equipment	6		6
Other	4		20
	$	5,524	$	4,894
Timing of revenue recognition

Products transferred at a point in time	$	6	$	6
Services transferred over time	5,518		4,888
	$	5,524	$	4,894


	Remainder 2026		2027		2028		Total

SaaS	$	2,658	$	263	$	—	$	2,921
Other	1		—		—		1
	$	2,659	$	263	$	—	$	2,922


	Three Months Ended March 31,
	2026		2025
Numerator:
Net income (loss)	$	636	$	(318)

Denominator:
Weighted average common shares –
Basic	20,236,880		19,816,043
Diluted	20,850,957		19,816,043

Income (loss) per common share
Basic/Diluted	$	0.03	$	(0.02)


	Three months ended March 31,
	2026		2025

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	636	$	(318)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization	193		154
Stock-based compensation	200		177
Credit loss expense	16		14
Changes in assets and liabilities:
(Increase) in accounts receivable	(2,391)		(2,846)
(Increase) in other current assets and other assets	(2)		(200)
Increase in accounts payable and accrued expenses	532		251
Increase in deferred revenue	1,261		3,518
Net cash provided by operating activities	445		750

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(33)		(9)
Software development costs	—		(164)
Net cash used in investing activities	(33)		(173)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of insurance financing arrangements	—		(95)
Net cash used in financing activities	—		(95)

Net increase in cash	412		482

CASH AND CASH EQUIVALENTS, beginning of period	9,650		4,666

CASH AND CASH EQUIVALENTS, end of period	$	10,062	$	5,148

Supplemental disclosures of cash flow information:
Cash paid for interest	$	—	$	(3)
Cash paid for income taxes	$	—	$	—


	Three Months Ended March 31,
	2026	2025
Stock options	552,651	1,136,854
Restricted stock units	12,161	28,544
	564,812	1,165,398


	March 31, 2026		December 31, 2025
Computer equipment and software	$	2,010	$	1,977
Furniture and fixtures	139		139
Office equipment	636		636
	2,785		2,752
Less – Accumulated depreciation	(2,411)		(2,358)
	$	374	$	394


		As of March 31, 2026
	Estimated Useful Life	Adjusted Carrying Amount		Accumulated Amortization		Net

Patents and copyrights	2-17 years	$	375	$	(357)	$	18
Developed technology	5 years	400		(400)		—
Software development	5 years	$	2,667	$	(748)	$	1,919
		$	3,442	$	(1,505)	$	1,937


	As of March 31, 2026
	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value

Cash and cash equivalents	$	10,062	$	—	$	—	$	10,062
Total cash and cash equivalents	$	10,062	$	—	$	—	$	10,062


	As of December 31, 2025
	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value

Cash and cash equivalents	$	9,650	$	—	$	—	$	9,650
Total cash and cash equivalents	$	9,650	$	—	$	—	$	9,650


Net balance at December 31, 2025	$	2,077
Addition	—
Deduction: Amortization expense	(140)
Net balance at March 31, 2026	$	1,937


	March 31, 2026		December 31, 2025
Professional fees	$	50	$	37
Payroll and related	499		524
Incentive bonuses	1,557		1,171
Sales tax accrual and other	123		165
	$	2,229	$	1,897


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

Outstanding at December 31, 2025	1,176,420	$	3.00	4.44 years	$	4,663
Granted	552,651	5.60		–	–
Forfeited, cancelled, or expired	(70,127)	11.50		–	–
Exercised	—	—		—	—
Outstanding at March 31, 2026	1,658,944	$	3.51	5.31 years	$	5,774

Exercisable at March 31, 2026	566,875	$	2.44	2.68 years	$	2,580


	Number of RSUs	Weighted Average Grant Date Fair Value

Outstanding at December 31, 2025	13,737	$	6.37
Granted	12,161	6.99
Vested and settled in shares	(13,737)	6.37

Outstanding at March 31, 2026	12,161	$	6.99


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:	May 12, 2026	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

SEC Form 10-Q filed by Intellicheck Inc.