idn-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 10-K


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

For the fiscal year ended December 31, 2024


o			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

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, $0.001 par value

IDN

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 x No o

Indicate by check mark whether the registrant has submitted electronically (§232.405 of this chapter) every Interactive Data File required to be submitted 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 x No o

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 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 o

Accelerated filer o

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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Issuer: $48,951,369 (based upon the closing price of Issuer’s Common Stock, $0.001 par value, as of the last business day of the Issuer’s most recently completed second fiscal quarter (June 30, 2024)).

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.


Common Stock, $0.001 Par Value						19,816,043
(Title of Class)						(No. of Shares Outstanding at March 31, 2025)

DOCUMENTS INCORPORATED BY REFERENCE: Portions of Intellicheck, Inc.’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Annual Report on Form 10-K.


PART I
Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	19
Item 1C.	Cybersecurity	19
Item 2.	Properties	20
Item 3.	Legal Proceedings	20
Item 4.	Mine Safety Disclosures	20

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	[Reserved]	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 8.	Financial Statements and Supplementary Data	25
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	26
Item 9A.	Controls and Procedures	26
Item 9B.	Other Information	27
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	27

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	28
Item 11.	Executive Compensation	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	28
Item 14.	Principal Accounting Fees and Services	28

PART IV
Item 15.	Exhibits and Financial Statement Schedules	28


•committing identity theft			•gaining entrance to high profile buildings and sensitive infrastructures

•improperly boarding airplanes			•engaging in medical fraud

•committing credit card, debit card and check cashing fraud			•purchasing age restricted products such as alcohol, cannabis and tobacco while underage

•illegally purchasing firearms			•obtaining welfare or other government benefits.



•unlawfully committing pharmacy fraud including false narcotic prescriptions; and			•committing refund fraud


■Mass merchandisers and retailers			■Auto dealerships and rental car agencies

■Banks and other financial institutions			■Casinos for enrollment of guests

■Credit unions			■Hospital patient admissions

■Credit card issuers			■Lodging Industry

■Check cashing services			■Airlines


■Airports and airlines			■Prisons

■Departments of Motor Vehicles			■Law enforcement agencies

■Notable buildings			■Military establishments

■Court houses			■College campuses

■Nuclear facilities			■Department of Homeland Security

■Oil refineries and storage facilities			■Bus, rail and port facilities


■Bars and night clubs			■Stadiums and arenas

■Convenience stores			■Casinos and gaming establishments

■Grocery chains			■Law Enforcement

■Restaurants			■Firearm dealers

■Cannabis Industry


■FBI			■Drug Enforcement Administration

■State & Local Police			■Local Sheriffs

■Bureau of Alcohol, Tobacco, Firearms, and Explosives			■Intelligence Agencies

■Customs			■Department of Transportation

■Department of Homeland Security			■Border Patrol


■Endorsements by nationally known public interest groups and trade associations;			■Web seminars, as well as our own website;

■Trade publications;			■Various conventions and industry specific seminars; and

■Trade shows.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1)	1,186,991	$	2.94	736,175
Equity compensation plans not approved by security holders		N/A		N/A
Total	1,186,991	$	2.94	736,175


	Year Ended December 31,
	2024		2023

Net loss	$	(918)	$	(1,980)
Reconciling items:
Restructuring severance expenses	376		548
Provision for income taxes	33		(62)
Sales tax accrual	—		227
Interest income	(283)		(234)
Depreciation and amortization	436		282
Stock-based compensation including liability classified awards	876		1,596

Adjusted EBITDA	$	520	$	377


*			Denotes a management contract or compensatory plan, contract or arrangement.
**			Filed herewith.
(1)			Incorporated by reference to Registration Statement on Form SB-2 (File No. 333-87797) filed September 24, 1999.
(2)			Incorporated by reference to Registrant’s Current Report on Form 8-K filed October 28, 2009.
(3)			Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 13, 2014.
(4)			Incorporated by reference to Registrant’s Current Report on Form 8-K filed May 9, 2017.
(5)			Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 14, 2007.
(6)			Incorporated by reference to Registrant’s Annual Report on Form 10-K filed March 11, 2010.
(7)			Incorporated by reference to Registrant’s Proxy Statement on Schedule 14A filed March 28, 2022.
(8)			Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed May 14, 2024.
(9)			Incorporated by reference to Registrant's Annual Report on Form 10-K filed March 21, 2019.
(10)			Incorporated by reference to Registrant's Quarterly Report on Form 10-Q filed November 14, 2024.
(11)			Incorporated by reference to Registrant's Annual Report on Form 10-K filed March 28, 2023.
(12)			Incorporated by reference to Registrant’s Current Report on Form 8-K filed March 31, 2023.
(13)			Incorporated by reference to Registrant’s Annual Report on Form 10-K filed March 30, 2004.
(14)			Incorporated by reference to Registrant’s Annual Report on Form 10-K filed April 1, 2024.


Date:	March 31, 2025	INTELLICHECK, INC.

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


		INTELLICHECK, INC.

Date:	March 31, 2025	By:	/s/ Bryan Lewis
			Bryan Lewis
			President and Chief Executive Officer
			(Principal Executive Officer)

Date:	March 31, 2025	By:	/s/ Adam Sragovicz
			Adam Sragovicz
			Chief Financial Officer
			(Principal Accounting and Financial Officer)

Date:	March 31, 2025	By:	/s/ Guy L. Smith
			Guy L. Smith, Chairman and Director

Date:	March 31, 2025	By:	/s/ Dylan Glenn
			Dylan Glenn, Director

Date:	March 31, 2025	By:	/s/ Gregory B. Braca
			Gregory B. Braca, Director

Date:	March 31, 2025	By:	/s/ David E. Ullman
			David E. Ullman, Director

Date:	March 31, 2025	By:	/s/ Dondi Black
			Dondi Black, Director


	2024		2023
	(in thousands, except share and per share amounts)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	4,666	$	3,980
Short-term investments	—		5,000
Accounts receivable, net of allowance for credit losses of $100 and $69 as of December 31, 2024 and 2023, respectively	4,675		4,703
Other current assets	571		692
Total current assets	9,912		14,375

PROPERTY AND EQUIPMENT, NET	536		666
GOODWILL	8,102		8,102
INTANGIBLE ASSETS, NET	2,374		575
OTHER ASSETS	9		90

Total assets	$	20,933	$	23,808

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	443	$	884
Accrued expenses	1,742		3,245
Equity awards liability	—		4
Liability for shares withheld	—		190
Deferred revenue, current portion	1,001		2,209
Total current liabilities	3,186		6,532

Total liabilities	3,186


Exhibit No.						Description
3.1						Certificate of Incorporation of the Company (1)
3.2						Amendment to the Certificate of Incorporation of the Company (2)
3.3						Certificate of Amendment to the Certificate of Incorporation of the Company (3)
3.4						Certificate of Amendment to the Certificate of Incorporation of the Company (4)
3.5						Amended and Restated By-laws of the Company (5)
4.1						Specimen Stock Certificate (6)
4.2						Description of our Common Stock (1)
10.1						2015 Omnibus Incentive Plan, as Amended (7) *
10.2						Jonathan Robins Employment Agreement (8) *
10.3						Bryan Lewis Employment Agreement (9) *
10.4						Adam Sragovicz Employment Agreement (10) *
10.5						Jeffrey Ishmael Employment Agreement (11)*
10.6						Jeffrey Ishmael Option Cancellation Agreement (12) *
10.7						Jeffrey Ishmael RSU Agreement (12) *
10.8						Separation Agreement dated as of July 12, 2024 by and between the Registrant and Jeffrey Ishmael (10) *
14.1						Code of Business Conduct and Ethics (2)
19						Insider Trading Policy **
23.1						Consent of Forvis Mazars LLP **
31.1						Certification of CEO pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 **
31.2						Certification of CFO pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 **
32						Certification of CEO and CFO pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 **
97						Intellicheck Incentive-Based Compensation Recovery Policy (14) *
101.INS						Inline XBRL Instance Document **
101.SCH						Inline XBRL Taxonomy Extension Schema **
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase **
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase **
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase **
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase **
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 686)			F-2
FINANCIAL STATEMENTS:
Balance Sheets as of December 31, 2024 and 2023			F-4
Statements of Operations for the Years Ended December 31, 2024 and 2023			F-5
Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023			F-6
Statements of Cash Flows for the Years Ended December 31, 2024 and 2023			F-7
NOTES TO FINANCIAL STATEMENTS			F-8

SEC Form 10-K filed by Intellicheck Inc.