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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
10, 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 May 10, 2024, Network-1 Technologies, Inc. issued a press release announcing
its financial results for the three months ended March 31, 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:
May 14, 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
NETWORK-1
REPORTS FIRST QUARTER 2024 RESULTS
New
Canaan, Connecticut – May 10, 2024 – Network-1 Technologies, Inc. (NYSE American: NTIP), a company engaged in the acquisition,
development, licensing, and monetization of intellectual property assets, today announced financial results for the quarter ended March
31, 2024.
Network-1 had
no revenue for the three months ended March 31, 2024, as compared to $537,000 of revenue for the three months ended March 31, 2023. The
revenue of $537,000 for the three months ended March 31, 2023 was from the settlement of several patent infringement lawsuits concerning
Network-1’s Remote Power Patent.
Network-1 reported
a net loss of $920,000 or $0.04 per share basic and diluted for the three months ended March 31, 2024 compared with a net loss
of $623,000 or $0.03 per share basic and diluted for the three months ended March 31, 2023. Exclusive of its share of losses
of its equity method investee ILiAD Biotechnologies, LLC of $628,000, Network-1 incurred a loss of $292,000 for the three months ended
March 31, 2024, compared with income of $51,000 for the three months ended March 31, 2023.
At March 31,
2024, Network-1’s principal sources of liquidity consisted of cash and cash equivalents and marketable securities of $43,394,000
and working capital of $43,067,000. Network-1 believes based on its current cash position that it will have sufficient cash to fund its
operations for the foreseeable future.
Since
the inception of Network-1’s Share Repurchase Program through March 31, 2024, Network-1 has repurchased an aggregate of 9,724,540
shares of its common stock at an aggregate cost of $18,894,986 (exclusive of commissions) or an average per share price of $1.97. Network-1
repurchased 83,744 shares of its common stock during the three months ended March 31, 2024 at an aggregate cost of $182,070, or an average
per share price of $2.17. At March 31, 2024, the dollar value of remaining shares that may be repurchased under the Share Repurchase
Program was $4,190,635.
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 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 fifteen (15) foreign 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 March 31, 2024.
Network-1 has achieved licensing and other revenue of $47,150,000 through March 31, 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 March 31, 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 anticipated 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, 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 unaudited condensed consolidated balance sheets are attached.
NETWORK-1
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| | |
March
31, 2024
| | |
December
31, 2023 | |
ASSETS CURRENT
ASSETS: | |
| | | |
| | |
| Cash
and cash equivalents | |
$ | 18,105,000 | | |
$ | 16,896,000 | |
| Marketable
securities, at fair value | |
| 25,289,000 | | |
| 28,571,000 | |
| Other
current assets | |
| 218,000 | | |
| 206,000 | |
TOTAL
CURRENT ASSETS | |
| 43,612,000 | | |
| 45,673,000 | |
OTHER
ASSETS: | |
| | | |
| | |
| Patents, net
of accumulated amortization | |
| 1,296,000 | | |
| 1,326,000 | |
| Equity
investment | |
| 4,621,000 | | |
| 5,249,000 | |
| Operating
leases right-of-use asset | |
| 75,000 | | |
| 16,000 | |
| Security
deposit | |
| 13,000 | | |
| 13,000 | |
|
Total
Other Assets | |
| 6,005,000 | | |
| 6,604,000 | |
TOTAL
ASSETS | |
$ | 49,617,000 | | |
$ | 52,277,000 | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY: CURRENT
LIABILITIES: | |
| | | |
| | |
| Accounts
payable | |
$ | 306,000 | | |
$ | 125,000 | |
| Accrued
payroll | |
| — | | |
| 378,000 | |
| Other
accrued expenses | |
| 182,000 | | |
| 297,000 | |
| Operating
lease obligation, current | |
| 57,000 | | |
| 23,000 | |
| | |
| | | |
| | |
| Total
Current Liabilities | |
| 545,000 | | |
| 823,000 | |
LONG
TERM LIABILITIES: | |
| | | |
| | |
| Deferred
tax liability | |
| 615,000 | | |
| 762,000 | |
| Operating
lease obligation, non-current | |
| 24,000 | | |
| — | |
TOTAL
LIABILITIES | |
| 1,184,000 | | |
| 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 March 31, 2024 and December 31, 2023 | |
| — | | |
| — | |
| Common
stock, $0.01 par value; authorized 50,000,000 shares; 23,552,561 and 23,553,908 shares issued and outstanding at March 31, 2024 and December 31,
2023, respectively | |
| 235,000 | | |
| 235,000 | |
| Additional
paid-in capital | |
| 67,560,000 | | |
| 67,446,000 | |
| Accumulated
deficit | |
| (19,362,000 | ) | |
| (16,989,000 | ) |
| | |
| | | |
| | |
| TOTAL
STOCKHOLDERS’ EQUITY | |
| 48,433,000 | | |
| 50,692,000 | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 49,617,000 | | |
$ | 52,277,000 | |
NETWORK-1
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | |
|
|
|
|
|
| |
| | |
Three
Months Ended
March 31, | |
| | |
2024 | | |
2023 | |
| | |
| | |
| |
| REVENUE | |
$ | — | | |
$ | 537,000 | |
| | |
| | | |
| | |
| OPERATING
EXPENSES: | |
| | | |
| | |
| Costs of revenue | |
| — | | |
| 151,000 | |
| Professional fees and related
costs | |
| 219,000 | | |
| 298,000 | |
| General and administrative | |
| 669,000 | | |
| 781,000 | |
| Amortization of patents | |
| 30,000 | | |
| 83,000 | |
| | |
| | | |
| | |
| TOTAL
OPERATING EXPENSES | |
| 918,000 | | |
| 1,313,000 | |
| | |
| | | |
| | |
| OPERATING
LOSS | |
| (918,000 | ) | |
| (776,000 | ) |
OTHER
INCOME: | |
| | | |
| | |
| Interest and dividend income,
net | |
| 431,000 | | |
| 310,000 | |
| Net realized and unrealized
gain on marketable securities | |
| 48,000 | | |
| 364,000 | |
| Total other income, net | |
| 479,000 | | |
| 674,000 | |
| | |
| | | |
| | |
| LOSS BEFORE
INCOME TAXES AND EQUITY IN NET LOSSES OF EQUITY METHOD INVESTEE | |
| (439,000 | ) | |
| (102,000 | ) |
| | |
| | | |
| | |
| INCOME
TAX PROVISION: | |
| | | |
| | |
| Current | |
| — | | |
| — | |
| Deferred taxes | |
| (147,000 | ) | |
| (153,000 | ) |
| Total income tax benefit | |
| (147,000 | ) | |
| (153,000 | ) |
| | |
| | | |
| | |
| (LOSS)
INCOME BEFORE SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE | |
| (292,000 | ) | |
| 51,000 | |
| | |
| | | |
| | |
| SHARE
OF NET LOSSES OF EQUITY METHOD INVESTEE | |
| (628,000 | ) | |
| (674,000 | ) |
| | |
| | | |
| | |
| NET
LOSS | |
$ | (920,000 | ) | |
$ | (623,000 | ) |
| | |
| | | |
| | |
| Net loss per share: | |
| | | |
| | |
| Basic | |
$ | (0.04 | ) | |
$ | (0.03 | ) |
| Diluted | |
$ | (0.04 | ) | |
$ | (0.03 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | |
| Basic | |
| 23,540,468 | | |
| 23,866,821 | |
| Diluted | |
| 23,540,468 | | |
| 23,866,821 | |
| | |
| | | |
| | |
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May 10, 2024 |
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NETWORK-1
TECHNOLOGIES, INC.
|
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0001065078
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