idn-20260630

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, 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 August 13, 2026, there were 20,266,743 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, 2026 (Unaudited) and December 31, 2025			3

Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2026 and 2025			4

Unaudited Condensed Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025			6

Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2026 and 2025			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			29

Item 4. Mine Safety Disclosures			29

Item 5. Other Information			29

Item 6. Exhibits			29

Signatures			30


3.1			Second Amended and Restated Bylaws of Intellicheck, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on July 23, 2026)
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)


	June 30, 2026		December 31, 2025
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	11,837	$	9,650
Accounts receivable, net of allowance for credit losses of $157 at June 30, 2026 and December 31, 2025	2,660		3,365
Other current assets	816		892
Total current assets	15,313		13,907

PROPERTY AND EQUIPMENT, NET	351		394
GOODWILL	8,102		8,102
INTANGIBLE ASSETS, NET	1,798		2,077
OTHER ASSETS	1		1
Total assets	$	25,565	$	24,481

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	385	$	226
Accrued expenses	1,496		1,897
Deferred revenue	1,195		1,661
Total current liabilities	3,076		3,784

Total liabilities	3,076		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 June 30, 2026 and December 31, 2025	—		—
Common stock - $0.001 par value; 40,000,000 shares authorized; 20,252,888 and 20,225,323 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	20		20
Additional paid-in capital	154,380		153,887
Accumulated deficit	(131,911)		(133,210)
Total stockholders’ equity	22,489		20,697

Total liabilities and stockholders’ equity	$	25,565	$	24,481


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025

REVENUES	$	5,941	$	5,123	$	11,465	$	10,017
COST OF REVENUES	(517)		(523)		(1,016)		(1,025)
Gross profit	5,424		4,600		10,449		8,992

OPERATING EXPENSES
Selling, general and administrative	3,481		3,535		6,724		6,988
Research and development	1,370		1,363		2,610		2,650
Total operating expenses	4,851		4,898		9,334		9,638

Income (loss) from operations	573		(298)		1,115		(646)

OTHER INCOME (EXPENSE), NET
Other income, net	90		47		184		77
Total other income, net	90		47		184		77

Net income (loss) before provision for income taxes	663		(251)		1,299		(569)
Provision for income taxes	—		—		—		—

Net income (loss)	$	663	$	(251)	$	1,299	$	(569)

PER SHARE INFORMATION
Income (loss) per common share -
Basic	$	0.03	$	(0.01)	$	0.06	$	(0.03)
Diluted	$	0.03	$	(0.01)	$	0.06	$	(0.03)

Weighted average common shares used in computing per share amounts
Basic	20,244,802		19,795,189		20,243,718		19,357,364
Diluted	20,930,380		19,795,189		20,876,861		19,357,364


	Three months ended June 30, 2026
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount

BALANCE, March 31, 2026	20,239,060	$	20	$	154,087	$	(132,574)	$	21,533

Stock-based compensation	–	–		289		–		289
Stock option exercises, net of cashless exercises	1,667	–		4		–		4
Issuance of shares for vested restricted stock grants	12,161	–		–		–		–
Net income	–	–		–		663		663
BALANCE, June 30, 2026	20,252,888	$	20	$	154,380	$	(131,911)	$	22,489


	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


	Six months ended June 30, 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	–	–		489		–		489
Stock option exercises, net of cashless exercises	1,667			4		–		4
Issuance of shares for vested restricted stock grants	25,898	–		–		–		–
Net income	–	–		–		1,299		1,299
BALANCE, June 30, 2026	20,252,888	$	20	$	154,380	$	(131,911)	$	22,489


	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


•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 $11,837 and $9,650 as of June 30, 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 June 30, 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 June 30, 2026 and December 31, 2025.


	For the Three Months Ended June 30,
	2026		2025
Products and services

SaaS	$	5,921	$	5,080
Equipment	6		—
Other	14		43
	$	5,941	$	5,123
Timing of revenue recognition

Products transferred at a point in time	$	6	$	—
Services transferred over time	5,935		5,123
	$	5,941	$	5,123


	Six months ended June 30,
	2026		2025

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,299	$	(569)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization	381		325
Stock-based compensation	489		379
Credit loss expense	43		47
Changes in assets and liabilities:
Decrease in accounts receivable	663		1,920
Decrease (Increase) in other current assets and other assets	75		(94)
(Decrease) in accounts payable and accrued expenses	(242)		(161)
(Decrease) Increase in deferred revenue	(466)		2,037
Net cash provided by operating activities	2,242		3,884

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(59)		(22)
Software development costs	—		(210)
Net cash used in investing activities	(59)		(232)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercises of stock options	4		445
Repayment of insurance financing arrangements	—		(190)
Net cash provided by financing activities	4		255

Net increase in cash	2,187		3,907

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

CASH AND CASH EQUIVALENTS, end of period	$	11,837	$	8,573

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


	June 30, 2026		December 31, 2025
Computer equipment and software	$	2,036	$	1,977
Furniture and fixtures	139		139
Office equipment	636		636
	2,811		2,752
Less – Accumulated depreciation	(2,460)		(2,358)
	$	351	$	394


		As of June 30, 2026
	Estimated Useful Life	Adjusted Carrying Amount		Accumulated Amortization		Net

Patents and copyrights	2-17 years	$	375	$	(363)	$	12
Developed technology	5 years	400		(400)		—
Software development	5 years	$	2,667	$	(881)	$	1,786
		$	3,442	$	(1,644)	$	1,798


		As of December 31, 2025
	Estimated Useful Life	Adjusted Carrying Amount		Accumulated Amortization		Net

Patents and copyrights	2-17 years	$	375	$	(351)	$	24
Developed technology	5 years	400		(400)		—
Software development	5 years	$	2,667	$	(614)	2,053
		$	3,442	$	(1,365)	$	2,077


	For the Six Months Ended June 30,
	2026		2025
Products and services

SaaS	$	11,435	$	9,948
Equipment	12		6
Other	18		63
	$	11,465	$	10,017
Timing of revenue recognition

Products transferred at a point in time	$	12	$	6
Services transferred over time	11,453		10,011
	$	11,465	$	10,017


	Remainder 2026		2027		2028		Total

SaaS	$	679	$	514	$	—	$	1,193
Other	2		—		—		2
	$	681	$	514	$	—	$	1,195


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Numerator:
Net income (loss)	$	663	$	(251)	$	1,299	$	(569)

Denominator:
Weighted average common shares –
Basic	20,244,802		19,795,189		20,243,718		19,357,364
Diluted	20,930,380		19,795,189		20,876,861		19,357,364

Income (loss) per common share
Basic/Diluted	$	0.03	$	(0.01)	$	0.06	$	(0.03)


	As of June 30, 2026
	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value

Cash and cash equivalents	$	11,837	$	—	$	—	$	11,837
Total cash and cash equivalents	$	11,837	$	—	$	—	$	11,837


Net balance at December 31, 2025	$	2,077
Addition	—
Deduction: Amortization expense	(279)
Net balance at June 30, 2026	$	1,798


	June 30, 2026		December 31, 2025
Professional fees	$	177	$	37
Payroll and related	432		524
Incentive bonuses	787		1,171
Sales tax accrual and other	100		165
	$	1,496	$	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	(72,127)	11.23		–	–
Exercised	(1,667)	2.60		—	—
Outstanding at June 30, 2026	1,655,277	$	3.51	5.06 years	$	5,813

Exercisable at June 30, 2026	639,672	$	2.46	3.57 years	$	1,572


	Number of RSUs	Weighted Average Grant Date Fair Value

Outstanding at December 31, 2025	13,737	$	6.37
Granted	27,275	5.32
Vested and settled in shares	(25,898)	6.66

Outstanding at June 30, 2026	15,114	$	3.97