Form 8-K

8-K — Intellicheck, Inc.

Accession: 0001040896-26-000019

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001040896

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — idn-20260512.htm (Primary)

EX-99.1 (idn_q12026pressrelease.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 12, 2026

Intellicheck, Inc.

(Exact name of registrant as specified in charter)

Delaware 001-15465 11-3234779

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $.001 par value IDN

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 2.02. Results of Operations and Financial Condition

On May 12, 2026, Intellicheck, Inc. (the “Company”) issued a press release containing its results of operations for the first quarter ended March 31, 2026. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in this Report, including the exhibit, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Exhibits.

(99) Exhibits

Exhibit Description

99.1

Press Release dated May 12, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 12, 2026 INTELLICHECK, INC.

By: /s/ Adam Sragovicz

Name: Adam Sragovicz

Title: Chief Financial Officer

Exhibit Index

Exhibit Description

99.1

Press Release dated May 12, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1

Filename: idn_q12026pressrelease.htm · Sequence: 2

Document

Intellicheck Announces Record First Quarter 2026 Results

Net income improved to $636,000 with EPS of $0.03

Q1 record Adjusted EBITDA of $935,000

Quarter end cash balance of $10.1 million

MELVILLE, NY – May 12, 2026 – Intellicheck, Inc. (Nasdaq: IDN), an industry-leading identity company delivering on-demand digital and physical identity validation solutions, today announced its financial results for the first quarter ended March 31, 2026. Total revenue for the first quarter ended March 31, 2026 grew 13% to a record $5,524,000 compared to $4,894,000 in the same period of 2025. First quarter SaaS revenue grew 13% and totaled $5,514,000 compared to $4,868,000 in the same period of 2025.

“This quarter further validates our belief that Intellicheck has reached a key inflection point in the evolution of our business and our path to profitability. At our current operating run rate, incremental revenue is expected to flow meaningfully to the bottom line. We believe this demonstrates the leverage in our business model and the successful execution across the organization. We ended the quarter with more than $10 million in cash, no debt, and what we believe is a truly differentiated identity verification platform,” said Intellicheck CEO Bryan Lewis.

Gross profit as a percentage of revenues improved to 91.0% for the three months ended March 31, 2026 compared to 89.7% in the same period in 2025.

Operating expenses for the three months ended March 31, 2026, which consist of selling, general and administrative expenses and research and development expenses decreased by 5.4% to $4,483,000 for the first quarter of 2026 compared to $4,740,000 for the same period of 2025. Included within operating expenses for the first quarters of 2026 and 2025 were $200,000 and $177,000, respectively, of non-cash equity compensation expense.

Net income for the three months ended March 31, 2026 improved significantly to $636,000 or $0.03 per diluted share compared to Net loss of ($318,000) or ($0.02) per diluted share for the same period in 2025.

Adjusted EBITDA (earnings before interest and other income, provision for income taxes, sales tax accrual, depreciation, amortization, stock-based compensation expense and certain non-recurring charges) also improved significantly to $935,000 for the first quarter of 2026 as compared to ($17,000) for the same period of 2025. A reconciliation of adjusted EBITDA to net income (loss) is provided in this release.

As of March 31, 2026, the Company had cash of $10,062,000 and stockholders’ equity totaled $21,533,000.

Conference Call Information

The Company will hold an earnings conference call on May 12 at 4:30 p.m. ET/1:30 p.m. PT to discuss operating results. To listen to the earnings conference call, please dial 877-407-8037. For callers outside the U.S., please dial 201-689-8037.

A replay of the conference call will be available shortly after completion of the live event. To listen to the replay, please dial 877-660-6853 and use conference identification number 13759884. For callers outside the U.S., please dial 201-612-7415 and use conference identification number 13759884. The replay will be available beginning approximately three hours after the completion of the live event and will remain available until May 19, 2026.

INTELLICHECK, INC.

UNAUDITED CONDENSED BALANCE SHEETS

MARCH 31, 2026 AND DECEMBER 31, 2025

(in thousands, except share and per share amounts)

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

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

INTELLICHECK, INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(in thousands, except share and per share amounts)

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

INTELLICHECK, INC.

UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(in thousands, except number of shares)

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

INTELLICHECK, INC.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

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 $ — $ —

Adjusted EBITDA

We use Adjusted EBITDA as a non-GAAP financial performance measurement. Adjusted EBITDA is calculated by adjusting net income (loss) for certain reductions such as restructuring severance expenses, interest and other income, provisions for income taxes, depreciation, amortization and stock-based compensation expense. Adjusted EBITDA is provided to investors to supplement the results of operations reported in accordance with GAAP. Management believes that Adjusted EBITDA provides an additional tool for investors to use in comparing our financial results with other companies that also use Adjusted EBITDA in their communications to investors. By excluding non-cash charges such as amortization, depreciation and stock-based compensation, as well as non-operating charges for interest and provisions for income taxes, investors can evaluate our operations and can compare the results on a more consistent basis to the results of other companies. In addition, Adjusted EBITDA is one of the primary measures that management uses to monitor and evaluate financial and operating results.

We consider Adjusted EBITDA to be an important indicator of our operational strength and performance of our business and a useful measure of our historical operating trends. However, there are significant limitations to the use of Adjusted EBITDA since it excludes restructuring severance expenses, interest and other income, provisions for income taxes, stock-based compensation expense, all of which impact our profitability, as well as depreciation and amortization related to the use of long-term assets which benefit multiple periods. We believe that these limitations are compensated by providing Adjusted EBITDA only with GAAP net income (loss) and clearly identifying the difference between the two measures. Consequently, Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss) presented in accordance with GAAP. Adjusted EBITDA as defined by us may not be comparable with similarly named measures provided by other companies.

(unaudited)

Three Months Ended March 31,

2026 2025

Net income (loss) $ 636 $ (318)

Reconciling items:

Other income, net

(94) (30)

Depreciation and amortization 193 154

Stock-based compensation 200 177

Adjusted EBITDA $ 935 $ (17)

Adjusted Gross Profit

We use Adjusted Gross Profit as a non-GAAP financial performance measurement. Adjusted Gross Profit is calculated by adjusting gross profit for the reduction of amortization expense. Adjusted Gross Profit is provided to investors to supplement the results of operations reported in accordance with GAAP. We believe Adjusted Gross Profit is important because it focuses on the current operating performance, as amortization expense does not accurately reflect the current costs required to maintain the operational usage of our service. Rather, amortization expense reflects the allocation of historical software development costs over their estimated useful lives.

As an indicator of our operating performance, Adjusted Gross Profit should not be considered an alternative to, or more meaningful than, gross profit as determined in accordance with GAAP. Our Adjusted Gross Profit may not be comparable to a similarly titled measure of another company because other entities may not calculate Adjusted Gross Profit in the same manner.

(unaudited)

Three Months Ended March 31,

2026 2025

Revenues

$ 5,524 $ 4,894

Cost of revenues, exclusive of amortization

362 399

Amortization allocable to cost of revenues 137 103

Gross profit

5,025 4,392

Add:

Amortization allocable to cost of revenues 137 103

Adjusted gross profit

5,162 4,495

Gross profit as a percentage of revenues 91.0 % 89.7 %

Adjusted gross profit as a percentage of revenues

93.4 % 91.8 %

Contact

Investor Relations: Gar Jackson (949) 873-2789 / gjackson@intellicheck.com

Media and Public Relations: Sharon Schultz (302) 539-3747 / sschultz@intellicheck.com

About Intellicheck

Intellicheck (Nasdaq: IDN), the industry leader in identity verification management, prevents the use of unauthorized IDs to stop identity-based fraud. Intellicheck is the only SaaS-based validation and proofing service that uses a unique and proprietary analysis of DMV-issued IDs to create trusted, real-time customer identity verification experiences across a wide variety of sectors, both in-person and digitally. Intellicheck is processing identity transactions for almost half the adult population in the United States and Canada annually with state-of-the-art technology solutions that are providing a seamless, invisible ID verification experience while delivering 99.975% decisioning in under a second when a customer is using our tools to capture the document. For more information on Intellicheck, visit us on the web and follow us on LinkedIn, X, Facebook, and YouTube.

Safe Harbor Statement

Statements in this news release that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA), including statements regarding future demand for our products and services, future revenue, profitability, Adjusted EBITDA, cash flow and other financial metrics, our growth strategy and ability to scale the business, expansion into new vertical markets and customer segments, the anticipated impact of artificial intelligence on identity fraud and on demand for our products, and our ability to leverage existing partnerships or enter into new ones. These statements express management's current views and use words like "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "target," "will," "would" and similar terms. This statement is included for the express purpose of availing Intellicheck, Inc. of the protections of the safe harbor provisions of the PSLRA.

Actual results could differ materially due to factors including: market acceptance and adoption of our SaaS offerings; customer concentration; competition, including from providers with greater resources; the rapid evolution of artificial intelligence, including the use of generative AI to create synthetic identities and deepfakes, and our ability to maintain technological advantages; changes in privacy, biometric, data protection and AI laws and regulations; pending or future litigation and regulatory inquiries; cybersecurity incidents, data breaches or service interruptions; macroeconomic and geopolitical conditions and the effect on the economy of the ongoing conflict in the Middle East, including effects to consumer sentiment and inflationary pressures; our ability to attract and retain key personnel; our ability to utilize net operating loss carryforwards, including limitations under Section 382; risks associated with being a smaller reporting and micro-cap company; and other risks described in our filings with the Securities and Exchange Commission, including under "Risk Factors" in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. We do not assume any obligation to update the forward-looking information contained in this release.

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May 12, 2026

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