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, 2022

☐	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

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 ☐ (Do not check if a smaller reporting company)

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 ☒

Number of shares outstanding of the issuer’s Common Stock:

Class		Outstanding at August 15, 2022
Common Stock, $.001 par value		18,928,904

INTELLICHECK, INC.

Index

	Page
PART I – FINANCIAL INFORMATION	3

Item 1. Financial Statements	3

Balance Sheets – June 30, 2022 (Unaudited) and December 31, 2021	3

Statements of Operations for the three and six months ended June 30, 2022 and 2021 (Unaudited)	4

Statements of Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021 (Unaudited)	5

Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited)	7

Notes to Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3. Quantitative and Qualitative Disclosures About Market Risk	24

Item 4. Controls and Procedures	25

Part II – OTHER INFORMATION	25

Item 1. Legal Proceedings	25

Item 1A. Risk Factors	25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3. Defaults Upon Senior Securities	27

Item 4. Mine Safety Disclosures	27

Item 5. Other Information	27

Item 6. Exhibits	27

Signatures	28

	Exhibits

	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)

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

INTELLICHECK, INC.

BALANCE SHEETS

(in thousands except share amounts)

	June 30			December 31,
	2022			2021
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	11,957		$	13,651
Accounts receivable, net of allowance of $13 and $3 at June 30, 2022 and December 31, 2021, respectively		2,458			2,192
Other current assets		536			643
Total current assets		14,951			16,486

PROPERTY AND EQUIPMENT, net		807			737
GOODWILL		8,102			8,102
INTANGIBLE ASSETS, net		325			378
OTHER ASSETS		9			8
Total assets	$	24,194		$	25,711

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	420		$	368
Accrued expenses		2,321			2,870
Equity awards liability		67			378
Liability for shares withheld		1,244			1,244
Deferred revenue, current portion		1,778			1,266
Total current liabilities		5,830			6,126

OTHER LIABILITIES:
Deferred revenue, long-term portion		4			8
Total liabilities		5,834			6,134

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS’ EQUITY:
Common stock - $.001 par value; 40,000,000 shares authorized; 18,875,580 and 18,660,369 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		19			19
Additional paid-in capital		147,804			146,455
Accumulated deficit		(129,463	)		(126,897	)
Total stockholders’ equity		18,360			19,577

Total liabilities and stockholders’ equity	$	24,194		$	25,711

See accompanying notes to financial statements.

INTELLICHECK, INC.

STATEMENTS OF OPERATIONS

(In thousands except shares and per share amounts)

(Unaudited)

	2022			2021			2022			2021
	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021

REVENUES	$	4,008		$	4,797		$	7,403		$	7,660
COST OF REVENUES		(364	)		(1,469	)		(680	)		(1,689	)
Gross profit		3,644			3,328			6,723			5,971

OPERATING EXPENSES
Selling, general and administrative		3,124			2,813			6,068			8,758
Research and development		1,618			1,352			3,221			2,689
Total operating expenses		4,742			4,165			9,289			11,447

Loss from operations		(1,098	)		(837	)		(2,566	)		(5,476	)

OTHER INCOME
Gain on forgiveness of unsecured promissory note		-			-			-			10
Interest and other income		-			1			-			5
Total other income		-			1			-			15

Net loss	$	(1,098	)	$	(836	)	$	(2,566	)	$	(5,461	)

PER SHARE INFORMATION
Loss per common share -
Basic/Diluted	$	(0.06	)	$	(0.04	)	$	(0.14	)	$	(0.29	)

Weighted average common shares used in computing per share amounts -
Basic/Diluted		18,812,418			18,615,775			18,736,736			18,548,342

See accompanying notes to financial statements.

INTELLICHECK, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands except number of shares)

(Unaudited)

	Shares		Amount		Capital		Deficit			Equity
	Three months ended June 30, 2022
					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity

BALANCE, March 31, 2022		18,674,980	$	19	$	147,284	$	(128,365	)	$	18,938

Equity compensation		-		-		520		-			520
Issuance of shares for vested restricted stock grants		200,600		-		-		-			-
Net loss		-		-		-		(1,098	)		(1,098	)
BALANCE, June 30, 2022		18,875,580	$	19	$	147,804	$	(129,463	)	$	18,360

	Three months ended June 30, 2021
					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity

BALANCE, March 31, 2021		18,593,757	$	18	$	144,302	$	(124,044	)	$	20,276

Equity compensation		-		-		651		-			651
Exercise of stock options		25,000		1		46		-			47
Exercise of warrants		9,000		-		20		-			20
Issuance of shares for vested restricted stock grants		7,161		-		-		-			-
Net loss		-		-		-		(836	)		(836	)
BALANCE, June 30, 2021		18,634,918	$	19	$	145,019	$	(124,880	)	$	20,158

INTELLICHECK, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands except number of shares)

(Unaudited)

	Six months ended June 30, 2022
					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity

BALANCE, December 31, 2021		18,660,369	$	19	$	146,455	$	(126,897	)	$	19,577

Equity compensation		-		-		1,349		-			1,349
Issuance of shares for vested restricted stock grants		215,211		-		-		-			-
Net loss		-		-		-		(2,566	)		(2,566	)
BALANCE, June 30, 2022		18,875,580	$	19	$	147,804	$	(129,463	)	$	18,360

	Six months ended June 30, 2021
					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity

BALANCE, December 31, 2020		18,410,458	$	18	$	141,612	$	(119,419	)	$	22,211

Equity compensation		-		-		1,632		-			1,632
Exercise of stock options, net of cashless exercise of 58,122 shares and 92,634 shares withheld		206,545		1		1,755		-			1,756
Exercise of warrants		9,000		-		20		-			20
Issuance of shares for vested restricted stock grants		8,915		-		-		-			-
Net loss		-		-		-		(5,461	)		(5,461	)
BALANCE, June 30, 2021		18,634,918	$	19	$	145,019	$	(124,880	)

SEC Form 10-Q filed by Intellicheck Inc.