Form 8-K

8-K — NETWORK-1 TECHNOLOGIES, INC.

Accession: 0001072613-26-000395

Filed: 2026-05-12

Period: 2026-05-08

CIK: 0001065078

SIC: 6794 (PATENT OWNERS & LESSORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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EX-99.1 — PRESS RELEASE DATED MAY 8, 2026 (exh99-1.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

8, 2026

NETWORK-1

TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15288

11-3027591

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

Locust Avenue, Third Floor, New

Canaan, Connecticut 06840

(Address of Principal

Executive Offices) (Zip Code)

(203)

920-1055

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

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, par value $0.01 per share

NTIP

NYSE

American

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:

☐

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))

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. ☐

Item 2.02 Results

of Operations and Financial Condition.

On May 8, 2026, Network-1 Technologies, Inc. issued a press release announcing

its financial results for the three months ended March 31, 2026. A copy of the press release

is attached hereto as Exhibit 99.1.

Item 9.01 Financial

Statements and Exhibits.

(d)      Exhibits

Exhibit

No.

Description

99.1

Press Release dated May 8, 2026

104

Cover Page Interactive Data

File (embedded within the inline XBRL document)

-2-

SIGNATURE

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.

NETWORK-1 TECHNOLOGIES, INC.

Dated:

May 12, 2026

By:

/s/ Corey M.

Horowitz

Name:   Corey

M. Horowitz

Title:     Chairman

and Chief Executive Officer

-3-

EX-99.1 — PRESS RELEASE DATED MAY 8, 2026

EX-99.1

Filename: exh99-1.htm · Sequence: 2

Exhibit

99.1

FOR

IMMEDIATE RELEASE

Contacts:

Network-1

Technologies, Inc.

Corey M. Horowitz, Chairman and CEO

(917) 692-0000

NETWORK-1 REPORTS FIRST QUARTER 2026 FINANCIAL RESULTS

New Canaan, Connecticut

- May 8, 2026 - Network-1 Technologies, Inc. (NYSE American: NTIP) (“Network-1”), a company specializing

in the acquisition, development, licensing and monetization of its intellectual property assets, today announced financial results for

the quarter ended March 31, 2026.

Network-1

reported no revenue for the three months ended March 31, 2026, compared to $150,000 of revenue for the three months ended

March 31, 2025.

Operating

expenses for the first quarter of 2026 were $1,415,000, an increase of $620,000 from $795,000 in the first quarter of 2025, primarily

due to increased litigation-related professional fees of $625,000.

Interest

and dividend income for the first quarter of 2026 was $384,000, a decrease of $100,000 compared to $484,000 for the same period in 2025.

During the first quarter of 2026, Network-1 also recorded realized and unrealized losses on marketable securities of $287,000, compared

to gains of $149,000 in 2025, a decrease of $436,000 reflecting declines in the market value of U.S. government securities and fixed-income

mutual funds as a result of higher short-term Treasury yields as of March 31, 2026.

During

the first quarter, Network-1 recorded a gain of $1,052,000 related to the remeasurement of the carrying value of its investment in ILiAD Biotechnologies, Inc.

(“ILiAD”) following ILiAD’s $115,000,000 financing in February 2026. As a result of the financing, Network-1 transitioned

from the equity method of accounting to the cost method for its investment in ILiAD resulting in the gain for accounting purposes.

Network-1

reported a net loss of $511,000, or $0.02 per share (basic and diluted), for the three months ended March 31, 2026, compared

to a net loss of $363,000, or $0.02 per share, for the three months ended March 31, 2025. The increased net loss was primarily

due to higher litigation-related expenses, increased realized and unrealized losses on marketable securities, and higher net deferred

income tax expense, offset by the gain recognized on the ILiAD investment and the absence of recognized equity-method losses in ILiAD

in 2026.

Network-1

continues to pursue five pending patent litigations involving its M2M/IoT, HFT, and Cox Patent portfolios. In connection with Network-1’s

litigation against Google and YouTube involving the Cox Patent Portfolio, on April 23, 2026, the U.S. Court of Appeals for the Federal

Circuit issued a decision overturning the judgment of non-infringement entered by the U.S. District Court for the Southern District of

New York relating to the Network-1’s Patent No. 8,205,237 for certain implementations of Google’s Content ID system. The

Federal Circuit remanded the case to the District Court for further proceedings on the infringement case consistent with its decision.

April and May 2026, the U.S. Patent Trial and Appeal Board (“PTAB”) of the U.S. Patent & Trademark Office denied the

institution, on the merits, of six Inter Partes Review proceedings requested by Samsung, relating to all six patents being asserted by

Network-1 in its patent litigation against Samsung pending in the United States District Court for the Eastern District of Texas, Marshall

Division, for infringement of patents within Network-1’s M2M/ IoT Patent Portfolio.

March 31, 2026, Network-1’s principal sources of liquidity consisted of cash and cash equivalents and marketable securities

of $34,589,000 and working capital of $33,674,000. Management believes that based on Network-1’s current cash position, it has

sufficient liquidity to fund operations for the foreseeable future.

Network-1’s

dividend policy consists of semi-annual cash dividends of $0.05 per share ($0.10 per share annually), historically paid in March and

September. During the first quarter of 2026, Network-1 continued to declare and pay dividends consistent with this policy. The dividend

policy remains subject to periodic review by the Board of Directors and is subject to change at any time depending upon Network-1’s

earnings, financial requirements and other factors existing at the time.

During

the quarter ended March 31, 2026, Network-1 repurchased 60,996 shares of its common stock at an aggregate cost of $82,681

(exclusive of commissions), or an average price of $1.36 per share, under its Share Repurchase Program. Since inception of the program

in 2011 through March 31, 2026, Network-1 has repurchased 10,647,490 shares at an aggregate cost of $20,352,652 (exclusive

of commissions) or an average per share price of $1.91. Combined with the approximately $25,400,000 in dividends paid beginning in 2010

through March 31, 2026, Network-1 has returned, through such dividends and share repurchases, in excess of $45,800,000 to its shareholders.

ABOUT

NETWORK-1 TECHNOLOGIES, INC.

Network-1 Technologies, Inc. is engaged in the acquisition,

development, licensing and protection of intellectual property and proprietary technologies. Network-1 works with inventors and patent

owners to assist in the development and monetization of patented technologies. Network-1 currently owns 121 U.S. patents (54 expired)

and 15 international patents covering various technologies, including enabling technology for authenticating and using

eSIM technology in Internet of Things (“IoT”) Machine-to-Machine and other mobile devices, certain advanced technologies related

to high frequency trading, technologies relating to document stream operating systems and the identification of media content and enabling

technology to support, among other things, the interoperability of smart home IoT devices. Network-1's current strategy includes efforts

to monetize four patent portfolios (the M2M/IoT, HFT, Cox and Smart Home portfolios). Network-1’s strategy is to focus on acquiring

and investing in high quality patents which management believes have the potential to generate significant licensing opportunities as

Network-1 achieved in the past with respect to its Remote Power Patent and Mirror Worlds Patent Portfolio. Network-1’s Remote Power

Patent generated licensing revenue in excess of $188,000,000 and Network-1 achieved licensing and other revenue in excess of $47,000,000

with respect to its Mirror Worlds Patent Portfolio.

This release contains forward-looking statements within the meaning of

the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements address future events

and conditions concerning Network-1's business plans. Such statements are subject to a number of risk factors and uncertainties as disclosed

in the Network-1's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on

March 13, 2026, Network-1’s uncertain revenue from licensing its intellectual property, uncertainty as to the outcome of pending

litigation involving Network-1’s HFT Patent Portfolio, its M2M/IoT Patent Portfolio and its Cox Patent Portfolio, the ability of

Network-1 to successfully execute its strategy to acquire or make investments in high quality patents with significant licensing opportunities,

Network-1's ability to achieve revenue and profits from its M2M/IoT Patent Portfolio, HFT Patent Portfolio, Smart Home Portfolio and Cox

Patent Portfolio, as well as a successful outcome on its investment in ILiAD Biotechnologies, Inc. or other intellectual property it may

acquire or finance in the future, the ability of Network-1 to enter into additional license agreements, uncertainty as to whether cash

dividends will continue to be paid, Network-1's ability to enter into strategic relationships with third parties to license or otherwise

monetize their intellectual property, the risk in the future of Network-1 being classified as a Personal Holding Company which may result

in Network-1 issuing a special cash dividend to its stockholders, future economic conditions and technology changes and legislative, regulatory

and competitive developments. Except as otherwise required to be disclosed in periodic reports, Network-1 expressly disclaims any future

obligation or undertaking to update or revise any forward-looking statement contained herein.

Network-1’s Condensed Consolidated Statements of Operations and Condensed

Consolidated Balance Sheet as of and for the quarter ended March 31, 2026 are attached.

NETWORK-1

TECHNOLOGIES, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

March 31,

2026

December 31,

2025

ASSETS

CURRENT ASSETS:

(Unaudited)

Cash and cash equivalents

$ 8,610,000

$ 13,402,000

Marketable securities, at fair value

25,979,000

23,467,000

Other current assets

195,000

237,000

TOTAL CURRENT ASSETS

34,784,000

37,106,000

OTHER ASSETS:

Patents, net of accumulated amortization

1,810,000

1,479,000

Equity investments

2,786,000

1,734,000

Security deposit

13,000

Total Other Assets

4,609,000

3,226,000

TOTAL ASSETS

$ 39,393,000

$ 40,332,000

LIABILITIES AND STOCKHOLDERS’ EQUITY:

CURRENT LIABILITIES:

Accounts payable

$ 352,000

$ 253,000

Accrued payroll

—

289,000

Other accrued expenses

758,000

228,000

Total Current Liabilities

1,110,000

770,000

LONG TERM LIABILITIES:

Deferred tax liability

245,000

—

TOTAL LIABILITIES

1,355,000

770,000

COMMITMENTS AND CONTINGENCIES (Note H)

—

STOCKHOLDERS’ EQUITY

Preferred stock, $0.01 par value, authorized 10,000,000 shares;

none issued and outstanding at March 31, 2026 and December 31, 2025

—

Common stock, $0.01 par value; authorized 50,000,000 shares; 22,795,883 and 22,824,009 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

228,000

Additional paid-in capital

62,506,000

63,426,000

Accumulated deficit

(24,696,000 )

(24,092,000 )

TOTAL STOCKHOLDERS’ EQUITY

38,038,000

39,562,000

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 39,393,000

$ 40,332,000

NETWORK-1

TECHNOLOGIES, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended

March 31,

2026

2025

REVENUE

$ —

$ 150,000

OPERATING EXPENSES:

Costs of revenue

—

42,000

Professional fees and related costs

775,000

121,000

General and administrative

596,000

602,000

Amortization of patents

44,000

30,000

TOTAL OPERATING EXPENSES

1,415,000

795,000

OPERATING LOSS

(1,415,000 )

(645,000 )

OTHER INCOME (EXPENSE):

Interest and dividend income, net

384,000

484,000

Gain on equity investment

1,052,000

—

Net realized and unrealized (loss) gain on marketable securities

(287,000 )

149,000

Total other income, net

1,149,000

633,000

INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET LOSSES OF EQUITY METHOD INVESTEE

(266,000 )

(12,000 )

INCOME TAX PROVISION:

Current

—

Deferred taxes, net

245,000

(111,000 )

Total income taxes

245,000

(111,000

)

(LOSS) INCOME BEFORE SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE

(511,000 )

99,000

SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE

—

(462,000 )

NET LOSS

$ (511,000 )

$ (363,000 )

Net loss per share:

Basic

$ (0.02 )

Diluted

$ (0.02 )

Weighted average common shares outstanding:

Basic

22,813,290

22,914,799

Diluted

22,813,290

22,914,799

Cash dividends declared per share

$ 0.05

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