idn-20250331

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, 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 May 13, 2025, there were 19,844,587 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, 2025 (Unaudited) and December 31, 2024			3

Unaudited Condensed Statements of Operations for the three months ended March 31, 2025 and 2024			4

Unaudited Condensed Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024			6

Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024			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


10.1			Intellicheck, Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A filed April 11, 2025).
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, 2025		December 31, 2024
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,148	$	4,666
Accounts receivable, net of allowance for credit losses of $100 at March 31, 2025 and December 31, 2024	7,506		4,675
Other current assets	873		571
Total current assets	13,527		9,912

PROPERTY AND EQUIPMENT, NET	497		536
GOODWILL	8,102		8,102
INTANGIBLE ASSETS, NET	2,434		2,374
OTHER ASSETS	1		9
Total assets	$	24,561	$	20,933

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	610	$	443
Accrued expenses	1,825		1,742
Deferred revenue	4,518		1,001
Total current liabilities	6,953		3,186

Total liabilities	6,953		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 March 31, 2025 and December 31, 2024, respectively	—		—
Common stock - $0.001 par value; 40,000,000 shares authorized;19,816,043 and 19,782,311 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	19		19
Additional paid-in capital	152,390		152,211
Accumulated deficit	(134,801)		(134,483)
Total stockholders’ equity	17,608		17,747

Total liabilities and stockholders’ equity	$	24,561	$	20,933


	Three months ended March 31,
	2025		2024

REVENUES	$	4,894	$	4,680
COST OF REVENUES	(502)		(435)
Gross profit	4,392		4,245

OPERATING EXPENSES
Selling, general and administrative	3,453		3,949
Research and development	1,287		819
Total operating expenses	4,740		4,768

Loss from operations	(348)		(523)

OTHER INCOME AND EXPENSE
Other income and expense, net	30		83
Total other income and (expense), net	30		83

Net loss before provision for income taxes	(318)		(440)
Provision for income taxes	—		2

Net loss	$	(318)	$	(442)

PER SHARE INFORMATION
Loss per common share -
Basic/Diluted	$	(0.02)	$	(0.02)

Weighted average common shares used in computing per share amounts -
Basic/Diluted	19,816,043		19,404,561


	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


	Three months ended March 31, 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	–	–		344		–		344
Issuance of shares for vested restricted stock grants	50,226	–		–		–		–
Net loss	–	–		–		(442)		(442)
BALANCE, March 31, 2024	19,404,561	$	19	$	151,166	$	(134,007)	$	17,178


•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 $5,148 and $4,666 as of March 31, 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 March 31, 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 March 31, 2025 and December 31, 2024.


	For the Three Months Ended March 31,
	2025		2024
Products and services

SaaS	$	4,868	$	4,609
Equipment	6		55
Other	20		16
	$	4,894	$	4,680

Timing of revenue recognition

Products transferred at a point in time	$	6	$	55
Services transferred over time	4,888		4,625
	$	4,894	$	4,680


	Remainder 2025		2026		2027		Total

SaaS	$	4,514	$	4	$	—	$	4,518
	$	4,514	$	4	$	—	$	4,518


	Three Months Ended March 31,
	2025		2024
Numerator:
Net loss	$	(318)	$	(442)

Denominator:
Weighted average common shares –
Basic/Diluted	19,816,043		19,404,561

Loss per common share
Basic/Diluted	$	(0.02)	$	(0.02)


	Three months ended March 31,
	2025		2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(318)	$	(442)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization	154		72
Stock-based compensation	177		334
Credit loss expense	14		16
Changes in assets and liabilities:
(Increase) Decrease in accounts receivable	(2,846)		1,944
(Increase) Decrease in other current assets and long-term assets	(200)		38
Increase (Decrease) in accounts payable and accrued expenses	251		(353)
Increase (Decrease) in deferred revenue	3,518		(740)
Net cash provided by operating activities	750		869

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(9)		(9)
Proceeds from maturity of short-term investments	—		5,000
Software development costs	(164)		(601)
Net cash (used in) provided by investing activities	(173)		4,390

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

Net increase in cash	482		5,259

CASH, beginning of period	4,666		3,980

CASH, end of period	$	5,148	$	9,239

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


	Three Months Ended March 31,
	2025	2024
Stock options	1,136,854	1,487,882
Restricted stock units	28,544	155,418
	1,165,398	1,643,300


	March 31, 2025		December 31, 2024
Computer equipment and software	$	1,938	$	1,930
Furniture and fixtures	139		139
Office equipment	631		631
	2,708		2,700
Less – Accumulated depreciation	(2,211)		(2,164)
	$	497	$	536


Net balance at December 31, 2024	$	2,374
Addition: Capitalized software costs	166
Deduction: Amortization expense	(106)
Net balance at March 31, 2025	$	2,434


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

Cash and cash equivalents	$	5,148	$	—	$	—	$	5,148
Total cash and cash equivalents	$	5,148	$	—	$	—	$	5,148


	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 March 31, 2025
	Estimated Useful Life	Adjusted Carrying Amount		Accumulated Amortization		Net

Patents and copyrights	2-17 years	$	375	$	(331)	$	44
Developed technology	5 years	400		(400)		—
Software development	5 years	$	2,620	$	(230)	$	2,390
		$	3,395	$	(961)	$	2,434


	March 31, 2025		December 31, 2024
Professional fees	$	63	$	84
Payroll and related	619		764
Incentive bonuses	940		465
Sales tax accrual	113		251
Insurance financing	90		178
	$	1,825	$	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	—	—		–	–
Forfeited, cancelled, or expired	(16,250)	2.19		–	–
Exercised	—	$	—	—	—
Outstanding at March 31, 2025	1,136,854	$	2.95	3.63 years	$	665

Exercisable at March 31, 2025	632,919	$	3.50	3.09 years	$	297


	Number of RSUs	Weighted Average Grant Date Fair Value

Outstanding at December 31, 2024	37,957	$	2.51
Granted	24,576	2.95
Vested and settled in shares	(33,989)	2.51

Outstanding at March 31, 2025	28,544	$	2.89


	Three Months Ended March 31
	2025			2024

Revenue	$	4,894		$	4,680
Cost of revenue, exclusive of amortization	$	399		$	411
Amortization allocable to cost of revenues	103			24
Gross Profit	4,392			4,245
Add:
Amortization allocable to cost of revenues	103			24
Adjusted Gross Profit	4,495			4,269

Gross profit as a percentage of revenues	89.7		%	90.7		%
Adjusted Gross Profit as a percentage of revenues	91.8		%	91.2		%


Exhibit No.						Description

10.1+						Intellicheck, Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A filed April 11, 2025).
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 13, 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

SEC Form 10-Q filed by Intellicheck Inc.