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Network-1 Technologies approves new $5M stock buyback plan

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

On 17 June 2025, Network-1 Technologies, Inc. (NYSE American: NTIP) filed a Form 8-K to announce that its Board of Directors has extended the company’s Rule 10b-18 share repurchase program. The new authorization allows Network-1 to buy back up to $5 million of its common stock over the next two years. Purchases may be executed in open-market or privately negotiated transactions at management’s discretion and the program can be increased, suspended, or terminated at any time.

Management emphasized that the decision was motivated by the company’s “strong cash position” and stated that continuing buybacks is in the best interests of shareholders and will not constrain the execution of future strategic plans. Since the program’s inception in August 2011, the company has acquired 10,480,894 shares at an average price of $1.92, for a cumulative outlay of approximately $20.13 million (exclusive of commissions). No additional financial metrics were disclosed in the filing.

In practical terms, the new authorization represents roughly 24.8 % of the historical capital deployed under the program, signaling continued but measured confidence by the Board in the company’s valuation and long-term outlook.

Positive

  • $5 million new authorization underscores management confidence and ongoing commitment to shareholder returns
  • Company cites a strong cash position, implying adequate liquidity to fund buybacks without impairing operations
  • Historical buybacks of 10.48 million shares at $1.92 average cost have already reduced share count, potentially boosting per-share metrics

Negative

  • Additional authorization is relatively small ($5 million) compared with the $20 million already spent, limiting near-term impact
  • No disclosure of current cash balance or detailed capital allocation plan, leaving uncertainty about funding capacity and opportunity cost

Insights

Network-1 extends $5M share buyback program, continuing its long-term capital return strategy amid strong cash position.

Network-1's extension of its share repurchase program authorizes an additional $5 million for stock buybacks over the next two years. This continuation of their capital return strategy demonstrates management's confidence in the company's financial position and commitment to enhancing shareholder value. Since initiating the program in 2011, Network-1 has repurchased over 10.48 million shares at an average price of $1.92, totaling approximately $20.13 million exclusive of commissions.

The repurchase authorization is particularly telling when considering the company's statement about its "strong cash position" – suggesting the company has excess capital beyond what's needed for operational requirements and growth initiatives. Management has maintained flexibility in the program's execution, noting that timing and volume will depend on market conditions, and the program can be adjusted or discontinued as circumstances warrant.

This flexible approach to capital returns suggests a balanced capital allocation strategy that prioritizes shareholder returns while preserving financial flexibility. The Board's explicit statement that this program "will not impact Network-1's ability to execute its future plans" provides important context that this capital deployment won't constrain strategic options or operational investments.

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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):          June 17, 2025      

 

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 8.01Other Events.

On June 17, 2025, the Board of Directors of Network-1 Technologies, Inc.(“Network-1”) extended its previously announced share repurchase program (the “Share Repurchase Program”) pursuant to Rule 10b-18 of the Securities Exchange Act, as amended, authorizing Network-1 to repurchase up to $5,000,000 of shares of its common stock over the next two years. As of March 31, 2025, Network-1 had repurchased an aggregate of 10,480,894 shares of its common stock under the Share Repurchase Program since inception of the program in August 2011 at an average price of $1.92 per share or an aggregate cost of $20,130,211 (exclusive of commissions).

The common stock may be repurchased from time to time in open market transactions or privately negotiated transactions in Network-1’s discretion. The timing and amount of shares repurchased will be determined by Network-1’s management based on its evaluation of market conditions and other factors. The Share Repurchase Program may be increased, suspended or discontinued at any time.

The extension of the Share Repurchase Program was approved by Network-1’s Board of Directors as part of its ongoing consideration of alternative methods to take advantage of its strong cash position. The Board of Directors believes that the extension of the Share Repurchase Program at this time is in the best interests of Network-1 and its shareholders and will not impact Network-1’s ability to execute its future plans. 

 

 

Item 9.01Financial Statements and Exhibits.

(d)      Exhibits

 

Exhibit No.

 

 

Description

    
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 June 23, 2025 By: /s/ Corey M. Horowitz
      

Name:   Corey M. Horowitz

Title:     Chairman and Chief Executive Officer

     

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

-3-

 

 

 

FAQ

How much has Network-1 Technologies (NTIP) newly authorized for share repurchases?

The Board approved up to $5 million in additional share repurchases over the next two years.

What is the duration of NTIP's extended share repurchase program?

The authorization is effective for two years from 17 June 2025.

How many shares has NTIP repurchased since the program began in 2011?

Network-1 has repurchased 10,480,894 shares at an average price of $1.92 per share.

Under which SEC rule does Network-1 conduct its buybacks?

Repurchases are executed under Rule 10b-18 of the Securities Exchange Act of 1934.

Will the extended buyback affect NTIP's ability to pursue future plans?

The Board stated the extension will not impact the company’s ability to execute its future plans.
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