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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): August
12, 2024
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.) |
65
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 August 12, 2024, Network-1 Technologies, Inc. issued a press release
announcing its financial results for the three months ended June 30, 2024. A copy of the
press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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:
August 15, 2024 |
By: |
/s/ Corey M.
Horowitz |
| |
|
Name: Corey
M. Horowitz
Title: Chairman
and Chief Executive Officer
|
| |
|
|
-3-
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Corey M. Horowitz, Chairman and CEO
Network-1 Technologies, Inc.
(203) 920-1055
(917) 692-0000
NETWORK-1
REPORTS SECOND QUARTER RESULTS
New Canaan,
Connecticut - August 12, 2024 - Network-1 Technologies, Inc. (NYSE AMERICAN: NTIP), a company specializing in the acquisition, development,
licensing, and monetization of its intellectual property assets, today announced financial results for the quarter ended June 30, 2024.
Network-1
had revenue of $100,000 for the three and six months ended June 30, 2024 as compared to $283,000 and $820,000 for the three and six months
ended June 30, 2023. The revenue for the three and six months ended June 30, 2024 was from the settlement of a lawsuit relating to Network-1’s
Remote Power Patent.
Network-1
realized a net loss of $658,000 or $0.03 per share basic and diluted for the three months ended June 30, 2024 as compared to a net loss
of $476,000 or $0.02 per share basic and diluted for the three months ended June 30, 2023.
Network-1
realized a net loss of $1,578,000 or $0.07 per share basic and diluted for the six months ended June 30, 2024 as compared to a net loss
of $1,099,000 or $0.05 per share basic and diluted for the six months ended June 30, 2023.
At
June 30, 2024, Network-1 had cash and cash equivalents and marketable securities of $42,599,000 and working capital of $42,369,000. Network-1
believes based on its current cash position it will have sufficient cash to fund its operations for the next twelve months and the foreseeable
future.
Since
the inception of the Share Repurchase Program through June 30, 2024, Network-1 has repurchased an aggregate of 10,098,241 shares of its
common stock at an aggregate cost of $19,583,396 (exclusive of commissions) or an average per share price of $1.94. During the three
months ended June 30, 2024, Network-1 repurchased an aggregate of 373,701 shares of its common stock at an aggregate cost of $688,410
(exclusive of commissions) or an average per share price of $1.84. During the six months ended June 30, 2024, Network-1 repurchased an
aggregate of 457,445 shares of its common stock at an aggregate cost of $870,480 (exclusive of commissions) or an average per share price
of $1.90. At June 30, 2024, the remaining dollar value of shares that may be repurchased under the Share Repurchase Program was $3,502,225.
Network-1
continues to pay dividends consistent with its dividend policy which consists of semi-annual cash dividends of $0.05 per share ($0.10
per share annually) which are anticipated to be paid in March and September of each year. On February 23, 2024, Network-1’s Board
of Directors declared a semi-annual cash dividend of $0.05 per share which was paid on March 29, 2024 to all shareholders of record as
of March 15, 2024. Network-1’s dividend policy undergoes a 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.
ABOUT
NETWORK-1 TECHNOLOGIES, INC.
Network-1
Technologies, Inc. is engaged in the acquisition, development, licensing and protection of its intellectual property and proprietary
technologies. Network-1 works with inventors and patent owners to assist in the development and monetization of their patented technologies.
Network-1 currently owns one-hundred two (102) U.S. patents and sixteen (16) international patents covering various telecommunications
and data networking technologies as well as technologies relating to document stream operating systems and the identification of media
content. Network-1’s current strategy includes efforts to monetize five patent portfolios (the Cox, M2M/IoT, HFT, Mirror Worlds
and Remote Power Patent 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 has achieved with respect to its
Remote Power Patent and Mirror Worlds Patent Portfolio. Network-1’s Remote Power Patent has generated licensing revenue in excess
of $188,000,000 from May 2007 through June 30, 2024. Network-1 has achieved licensing and other revenue of $47,150,000 through June
30, 2024 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, 2023 and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the Securities and Exchange Commission
including, among others, Network-1’s uncertain revenue from licensing its intellectual property, uncertainty as to the outcome
of pending litigation involving Network-1’s Remote Power Patent, whether Network-1 in its Cox patent litigation against Google
and YouTube will be successful in its appeal of the judgment of the U.S. District Court for the Southern District of New York dismissing
all of Network-1’s claims in the case, whether Network-1 will be successful in its appeal to the Federal Circuit of the District
Court judgment of non-infringement dismissing Network-1’s litigation against Facebook (now Meta Platforms, Inc.), 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 Cox Patent Portfolio, M2M/IoT Patent Portfolio, HFT Patent Portfolio and
additional revenue and profit from its Mirror Worlds Patent Portfolio and Remote Power Patent as well as a return on its investment in
ILiAD Biotechnologies, LLC 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 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, the
increasing development of artificial intelligence could materially impact Network-1’s business, and 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.
The unaudited
condensed consolidated statements of operations and condensed consolidated balance sheets are attached.
NETWORK-1
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | |
| | | |
| | | |
| | | |
| | |
| | |
Three Months Ended
June 30, | | |
Six Months Ended
June 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| | |
| |
| REVENUE | |
$ | 100,000 | | |
$ | 283,000 | | |
$ | 100,000 | | |
$ | 820,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
| Costs of revenue | |
| 28,000 | | |
| 81,000 | | |
| 28,000 | | |
| 232,000 | |
| Professional fees and related costs | |
| 147,000 | | |
| 59,000 | | |
| 366,000 | | |
| 357,000 | |
| General and administrative | |
| 519,000 | | |
| 610,000 | | |
| 1,188,000 | | |
| 1,391,000 | |
| Amortization of patents | |
| 30,000 | | |
| 82,000 | | |
| 60,000 | | |
| 165,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| TOTAL OPERATING EXPENSES | |
| 724,000 | | |
| 832,000 | | |
| 1,642,000 | | |
| 2,145,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| OPERATING LOSS | |
| (624,000 | ) | |
| (549,000 | ) | |
| (1,542,000 | ) | |
| (1,325,000 | ) |
OTHER INCOME (LOSS): | |
| | | |
| | | |
| | | |
| | |
| Interest and dividend income, net | |
| 452,000 | | |
| 445,000 | | |
| 883,000 | | |
| 755,000 | |
| Net realized and unrealized gain (loss) on marketable securities | |
| 54,000 | | |
| (75,000 | ) | |
| 102,000 | | |
| 289,000 | |
Total other income, net | |
| 506,000 | | |
| 370,000 | | |
| 985,000 | | |
| 1,044,000 | |
LOSS BEFORE INCOME TAXES AND SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE | |
| (118,000 | ) | |
| (179,000 | ) | |
| (557,000 | ) | |
| (281,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| INCOME TAXES PROVISION: | |
| | | |
| | | |
| | | |
| | |
| Current | |
| — | | |
| — | | |
| — | | |
| — | |
| Deferred taxes, net | |
| (137,000 | ) | |
| (94,000 | ) | |
| (284,000 | ) | |
| (247,000 | ) |
| Total income tax benefit | |
| (137,000 | ) | |
| (94,000 | ) | |
| (284,000 | ) | |
| (247,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| INCOME (LOSS) BEFORE SHARE OF NET LOSS OF EQUITY METHOD INVESTEE: | |
| 19,000 | | |
| (85,000 | ) | |
| (273,000 | ) | |
| (34,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
SHARE
OF NET LOSS OF EQUITY METHOD INVESTEE | |
| (677,000 | ) | |
| (391,000 | ) | |
| (1,305,000 | ) | |
| (1,065,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| NET LOSS | |
$ | (658,000 | ) | |
$ | (476,000 | ) | |
$ | (1,578,000 | ) | |
$ | (1,099,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.03 | ) | |
$ | (0.02 | ) | |
$ | (0.07 | ) | |
$ | (0.05 | ) |
| Diluted | |
$ | (0.03 | ) | |
$ | (0.02 | ) | |
$ | (0.07 | ) | |
$ | (0.05 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 23,296,555 | | |
| 23,803,567 | | |
| 23,444,145 | | |
| 23,865,141 | |
| Diluted | |
| 23,296,555 | | |
| 23,803,567 | | |
| 23,444,145 | | |
| 23,865,141 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cash dividends declared per share | |
| — | | |
| — | | |
$ | 0.05 | | |
$ | 0.05 | |
| | |
| | | |
| | | |
| | | |
| | |
NETWORK-1
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| | |
| | | |
| | |
| | |
June 30, 2024 | | |
December 31, 2023 | |
ASSETS CURRENT ASSETS: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 19,939,000 | | |
$ | 16,896,000 | |
| Marketable securities, at fair value | |
| 22,660,000 | | |
| 28,571,000 | |
| Other current assets | |
| 182,000 | | |
| 206,000 | |
TOTAL CURRENT ASSETS | |
| 42,781,000 | | |
| 45,673,000 | |
OTHER ASSETS: | |
| | | |
| | |
| Patents, net of accumulated amortization | |
| 1,266,000 | | |
| 1,326,000 | |
| Equity investment | |
| 3,944,000 | | |
| 5,249,000 | |
| Operating leases right-of-use asset | |
| 59,000 | | |
| 16,000 | |
| Security deposit | |
| 13,000 | | |
| 13,000 | |
|
Total Other Assets | |
| 5,282,000 | | |
| 6,604,000 | |
TOTAL ASSETS | |
$ | 48,063,000 | | |
$ | 52,277,000 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY:
CURRENT
LIABILITIES: | |
| | | |
| | |
| Accounts payable | |
$ | 206,000 | | |
$ | 125,000 | |
| Accrued payroll | |
| 6,000 | | |
| 378,000 | |
| Accrued contingency fees and related costs | |
| 23,000 | | |
| — | |
| Other accrued expenses | |
| 120,000 | | |
| 297,000 | |
| Operating lease obligation, current | |
| 57,000 | | |
| 23,000 | |
Total Current Liabilities | |
| 412,000 | | |
| 823,000 | |
LONG TERM LIABILITIES: | |
| | | |
| | |
Deferred tax liability | |
| 478,000 | | |
| 762,000 | |
TOTAL LIABILITIES | |
$ | 890,000 | | |
$ | 1,585,000 | |
COMMITMENTS AND CONTINGENCIES (Note G) | |
| — | | |
| — | |
STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Preferred stock, $0.01 par value, authorized 10,000,000 shares;
none issued and outstanding at June 30, 2024 and December 31, 2023 | |
| — | | |
| — | |
| Common stock, $0.01 par value; authorized 50,000,000 shares; 23,190,110 and 23,553,908 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | |
| 232,000 | | |
| 235,000 | |
| Additional paid-in capital | |
| 67,654,000 | | |
| 67,446,000 | |
| Accumulated deficit | |
| (20,713,000 | ) | |
| (16,989,000 | ) |
| | |
| | | |
| | |
| TOTAL STOCKHOLDERS’ EQUITY | |
| 47,173,000 | | |
| 50,692,000 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 48,063,000 | | |
$ | 52,277,000 | |
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NETWORK-1
TECHNOLOGIES, INC.
|
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0001065078
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- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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| Period Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
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dei_SolicitingMaterial |
| Namespace Prefix: |
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| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
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| Period Type: |
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