[S-8] Intellicheck, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity-Linked Securities (Series N) maturing 21 Jan 2028. The $1,000-denomination notes are linked to the worst performer of three underlyings: the Nasdaq-100 Index, the SPDR S&P Regional Banking ETF (KRE) and the VanEck Gold Miners ETF (GDX).

Key Economics

• Contingent Coupon: ≥1.2833% of par per monthly observation (≥15.40% p.a.), paid only when the worst performer’s closing value is ≥70% of its initial level (the coupon barrier).
• Principal at Maturity: • 100% of par if the worst performer is ≥60% of its initial value (the final barrier). • Otherwise, par × (1 + worst return), exposing investors to a one-for-one loss below –40%; the redemption value can be zero.
• Issuer Call: Citigroup may redeem at par plus accrued coupon on any monthly date from 16 Jan 2026 to 16 Dec 2027 (24 possible calls) with three business-day notice.
• Issue Price: $1,000; estimated value: ≥$921.50 (8% discount) based on Citi’s models and internal funding rate.
• Liquidity: Not listed; CGMI intends, but is not obliged, to make a secondary market and may suspend quotes at any time.
• Credit: Unsecured senior debt of Citigroup Global Markets Holdings Inc. with full and unconditional guarantee from Citigroup Inc.

Risk/Reward Profile

• High headline yield is contingent; missing a single barrier observation cancels that month’s coupon.
• Downside exposure is concentrated in the worst performer; losses begin if any underlying falls >40% at final valuation.
• Issuer call risk caps upside and may occur when coupons have been attractive to investors.
• Investors face issuer/guarantor credit risk, lack of listing, model-based estimated value below par and potential bid-ask spreads.

Illustrative Outcomes

• If all monthly observations stay ≥70%, investors earn ≈15.40% p.a. and may be called early at par.
• If final worst performer is 50% of initial, maturity payment is $500 and no final coupon.
• If worst performer ends ≥60% but <70%, principal is repaid but the final coupon is forfeited.

Investor Suitability: Complex, high-risk structure appropriate only for investors who (1) can analyze multi-asset correlations, (2) are comfortable with potential loss of principal, (3) seek above-market contingent income, and (4) accept early-call and liquidity risk.

Positive

• High contingent coupon of ≥15.40% annualized, significantly above comparable senior debt yields.
• Dual barriers (70%/60%) provide limited protection against moderate market declines.
• Issuer call at par locks in gains if markets remain stable, reducing tail-risk horizon.
• Full and unconditional Citigroup Inc. guarantee on payments.

Negative

• Potential loss of up to 100% principal if worst performer falls more than 40% at maturity.
• Coupons are not guaranteed; a single barrier breach cancels that month’s income.
• Issuer call risk caps upside, likely invoked when the structure is performing well for investors.
• Estimated value ($≥921.50) below issue price, indicating an 8% embedded cost.
• No exchange listing or liquidity commitment, creating exit-price uncertainty.
• Exposure to three low-correlated underlyings raises probability of at least one substantial decline.

Insights

Structured Products Analyst

TL;DR: High contingent yield offset by worst-of downside and call risk; neutral overall.

The note offers a headline coupon ≥15.4% p.a. if the worst performer remains above 70% each month. Barriers at 70% / 60% are typical for Citi’s yield-enhanced series. The issuer retains a 24-month rolling call option, likely exercised if markets are benign, which limits investors’ ability to earn the full stream of coupons. Estimated value is at least $921.50 (≈92% of issue price), consistent with similar structures. From a pricing standpoint, investors pay roughly an 8% premium to models, compensated only if several coupons are earned. Because the payoff is linked to three divergent underlyings—tech, regional banks and gold miners—correlation is low, increasing the probability that at least one index breaches 60% over 2.5 years. I classify the net impact as neutral: attractive income for tactical investors but meaningful capital risk.

Risk Analyst

TL;DR: Asymmetric loss profile, low liquidity, multi-asset volatility—overall negative for conservative investors.

The structure embeds short put options on three volatile assets with no upside participation, effectively selling deep-out-of-the-money protection in exchange for conditional coupons. Historical drawdowns of KRE and GDX exceed 40% with regularity, and a single breach dictates losses irrespective of the other assets’ performance. Downside is magnified by issuer credit exposure and absence of principal protection. The call feature skews returns further in the issuer’s favor: Citi redeems when conditions are favorable, leaving investors exposed when conditions deteriorate. Add the 8% model premium, unlisted status and potential tax uncertainty, and the risk-adjusted profile screens unfavorable.

As filed with the Securities and Exchange Commission on July 10, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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 Broad Hollow Road, Suite 207, Melville, NY 11747

(Address of principal executive offices)

Intellicheck, Inc. 2025 Omnibus Incentive Plan

(Full title of the plan)

Adam Sragovicz

Chief Financial Officer

Intellicheck, Inc.

200 Broad Hollow Road, Suite 207

Melville, NY 11747

(516) 992-1900

(name, address and telephone number, including area code, of agent for service)

Copy to:

Christopher H. Cunningham

K&L Gates LLP

925 Fourth Avenue, Suite 2900

Seattle, WA 98104

(206) 370-7639

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 the 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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Intellicheck, Inc. (the “Company”) is filing this registration statement on Form S-8 to register 2,000,000 shares of the Company’s common stock authorized for issuance under the Intellicheck, Inc. 2025 Omnibus Incentive Plan (the “Incentive Plan”), which was approved by the shareholders of the Company at its annual meeting on May 7, 2025.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified by Part I, Items 1 and 2, of Form S-8 have been or will be delivered to participants in the plan covered by this Registration Statement, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of the Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are hereby incorporated by reference in this Registration Statement:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 31, 2025 (the “10-K”), which contains audited financial statements for the most recent fiscal year for which such statements have been filed;

(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the 10-K referred to in paragraph (a) above (excluding any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a current report on Form 8-K and any exhibits included with such Items); and

(c) The description of the Company’s common stock contained in the Registration Statement on Form 8-A, filed on November 15, 1999, under Section 12(g) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof (excluding any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a current report on Form 8-K and any exhibits included with such Items), and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a Delaware corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of a director to the corporation or its stockholders for monetary damages for breaches of fiduciary duty,

except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Article eight of the Registrant’s Certificate of Incorporation, as amended, provides that no director of the Registrant shall be personally liable to the Registrant or its stockholders in accordance with the foregoing provisions of Section 102(b)(7).

Under Section 145 of the DGCL, a Delaware corporation has the power to indemnify directors and officers under certain prescribed circumstances and, subject to certain limitations, against certain costs and expenses, including attorneys’ fees, actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a director or officer of the corporation if it is determined that he or she acted in accordance with the applicable standard of conduct set forth in such statutory provision. Article nine of the Registrant’s Certificate of Incorporation, as amended, provides that the Registrant will, to the fullest extent permitted by the provisions of Section 145 of the DGCL, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

The Registrant has purchased directors’ and officers’ liability insurance covering certain liabilities which may be incurred by the officers and directors of the Registrant in connection with the performance of their duties.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.						Description
4.1						Intellicheck, Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A filed April 11, 2025).
5.1						Opinion of K&L Gates LLP regarding legality of the common stock being offered.
23.1						Consent of Forvis Mazars LLP, Independent Registered Public Accounting Firm.
23.2						Consent of K&L Gates LLP (included in its opinion filed as Exhibit 5.1)
107						Filing Fee Table.

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Melville, State of New York, on July 10, 2025.

                            INTELLICHECK, INC.

                            By:     /s/ Bryan Lewis                

                                 Name:    Bryan Lewis

Title:    President, Chief Executive Officer and Director

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below constitutes and appoints each of Bryan Lewis and Adam Sragovicz as his true and lawful attorney-in-fact, with the power of substitution and resubstitution, for him in his name, place or stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and their agents or substitutes, may lawfully do or lawfully cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Bryan Lewis

President, Chief Executive Officer and Director

July 10, 2025

Bryan Lewis

(Principal Executive Officer)

/s/ Adam Sragovicz

Chief Financial Officer

July 10, 2025

Adam Sragovicz

(Principal Financial and Accounting Officer)

/s/ Guy L. Smith

Chairman and Director

July 10, 2025

Guy L. Smith

/s/ Dylan Glenn

Director

July 10, 2025

Dylan Glenn

/s/ Gregory B. Braca

Director

July 10, 2025

Gregory B. Braca

/s/ David E. Ullman

Director

July 10, 2025

David E. Ullman

/s/ Dondi Black

Director

July 10, 2025

Dondi Black

FAQ

What is the coupon rate on Citigroup’s 2028 contingent coupon notes (C)?

The notes pay a monthly coupon of ≥1.2833% of par, equivalent to ≥15.40% per annum, only if the worst performer’s value is ≥70% of its initial level on the related observation date.

How much principal protection do the Citigroup equity-linked securities provide?

At maturity you receive full par only if the worst performer is ≥60% of its initial value; below that, repayment declines one-for-one with the underlying’s loss and can be zero.

When can Citigroup call the securities early?

The issuer may redeem the notes in whole on any monthly payment date from 16 Jan 2026 to 16 Dec 2027, paying $1,000 plus the accrued coupon.

Why is the estimated value ($921.50) lower than the $1,000 issue price?

The gap reflects dealer hedging costs, structuring fees and Citi’s internal funding rate; it represents the model value before distribution expenses and profit.

Are the securities listed or easily tradable?

No. The notes will not be listed on any exchange. CGMI may provide bid quotes at its discretion, but secondary market liquidity is not guaranteed.

What credit exposure do investors have with these Citigroup notes?

All payments depend on the senior unsecured obligations of Citigroup Global Markets Holdings Inc. and the guarantee of Citigroup Inc.; a default could result in loss regardless of underlying performance.