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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): September
18, 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 5.07 | Submission
of Matters to a Vote of Security Holders. |
At
the Annual Meeting of Stockholders of Network-1 Technologies, Inc. (the “Company”) held on September 18, 2025, the stockholders
of the Company entitled to vote at the meeting voted to (i) elect the four individuals named below to serve as directors of the Company
to hold office until the next Annual Meeting of Stockholders and until their successors have been duly elected and qualified, (ii) approve,
by non-binding advisory vote, the Company’s named executive officer compensation (known as “Say on Pay”); and (iii)
to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2025.
| 1) | The
votes cast by stockholders with respect to the election of directors were as follows: |
| | |
For | |
Withheld
Authority | |
Broker non-vote |
| Corey M. Horowitz | |
| 10,123,379 | | |
| 2,920,689 | | |
| 4,718,361 | |
| Jonathan Greene | |
| 9,904,436 | | |
| 3,139,632 | | |
| 4,718,361 | |
| Allison Hoffman | |
| 9,852,420 | | |
| 3,191,648 | | |
| 4,718,361 | |
| Niv Harizman | |
| 9,978,004 | | |
| 3,066,064 | | |
| 4,718,361 | |
| 2) | The
votes cast by stockholders with respect to the proposal to approve, by non-binding vote,
the Company’s named executive compensation as reported in the proxy statement for the
Annual Meeting were as follows: |
| For | |
Against | |
Abstain | |
Broker non-vote |
| | 9,158,047 | | |
| 2,476,782 | | |
| 1,409,237 | | |
| 4,718,363 | |
| 3) | The
votes cast by stockholders with respect to the proposal to ratify the appointment of Marcum
LLP as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2025 were as follows: |
| For | |
Against | |
Abstain | |
Broker non-vote |
| | 17,216,802 | | |
| 421,885 | | |
| 123,742 | | |
| 0 | |
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:
September 18, 2025 |
By: |
/s/ Corey M.
Horowitz |
| |
|
Name: Corey
M. Horowitz
Title: Chairman
& Chief Executive Officer
|
| |
|
|
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