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[8-K] NETWORK-1 TECHNOLOGIES, INC. Reports Material Event

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

Rhea-AI Filing Summary

Network-1 Technologies reported first quarter 2026 results showing a net loss despite strong liquidity and notable litigation developments. For the three months ended March 31, 2026, the company generated no revenue, compared with $150,000 a year earlier, while operating expenses rose to $1,415,000, mainly from higher litigation-related professional fees.

Other income was helped by a $1,052,000 gain from remeasuring its investment in ILiAD Biotechnologies after ILiAD’s $115,000,000 financing, partially offset by $287,000 of realized and unrealized losses on marketable securities. Overall, Network-1 recorded a net loss of $511,000, or $0.02 per share, versus a net loss of $363,000 in the prior-year quarter.

As of March 31, 2026, cash, cash equivalents and marketable securities totaled $34,589,000, with working capital of $33,674,000, and management believes current liquidity is sufficient to fund operations. The company continued its semi-annual dividend of $0.05 per share and repurchased 60,996 shares during the quarter, bringing total capital returned via dividends and buybacks since 2010 to more than $45,800,000.

Positive

  • Favorable patent litigation developments: The Federal Circuit overturned a judgment of non-infringement in Network-1’s case against Google and YouTube over Patent No. 8,205,237 and remanded for further proceedings, while the PTAB denied institution of six Inter Partes Review petitions filed by Samsung against patents in the M2M/IoT portfolio.
  • Strong liquidity and capital return: As of March 31, 2026, Network-1 held $34,589,000 in cash and marketable securities with working capital of $33,674,000, continued its semi-annual $0.05 per-share dividend, and has returned over $45,800,000 to shareholders via dividends and buybacks since 2010.

Negative

  • None.

Insights

Litigation wins and solid liquidity offset weak Q1 revenue.

Network-1 Technologies posted a modest net loss of $511,000 in Q1 2026 as operating expenses climbed on litigation costs and revenue fell to zero from $150,000. Results were cushioned by a $1,052,000 gain tied to its ILiAD Biotechnologies investment.

Key strategic news is in litigation. The Federal Circuit overturned a prior non-infringement judgment in the Google/YouTube dispute over Patent No. 8,205,237 and remanded the case, reopening an important enforcement path. The PTAB also denied six Inter Partes Review petitions from Samsung covering all six patents asserted in the Texas M2M/IoT case.

Liquidity remains strong, with $34,589,000 in cash and marketable securities and working capital of $33,674,000 as of March 31, 2026. The company maintained its $0.05 per-share dividend and continued buybacks, having returned over $45,800,000 since 2010. Subsequent filings may provide more detail on how ongoing litigations and the ILiAD investment influence future licensing revenue and earnings.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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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 8, 2026      

 

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 2.02Results of Operations and Financial Condition.

On May 8, 2026, Network-1 Technologies, Inc. issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1. 

 

 

 

Item 9.01Financial Statements and Exhibits.

(d)      Exhibits

 

Exhibit No.

 

 

Description

    
99.1 

Press Release dated May 8, 2026

    
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:    May 12, 2026 By: /s/ Corey M. Horowitz
      

Name:   Corey M. Horowitz

Title:     Chairman and Chief Executive Officer

     

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

-3-

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

Contacts: 

Network-1 Technologies, Inc.
Corey M. Horowitz, Chairman and CEO
(917) 692-0000

 

 

NETWORK-1 REPORTS FIRST QUARTER 2026 FINANCIAL RESULTS

New Canaan, Connecticut - May 8, 2026 - Network-1 Technologies, Inc. (NYSE American: NTIP) (“Network-1”), a company specializing in the acquisition, development, licensing and monetization of its intellectual property assets, today announced financial results for the quarter ended March 31, 2026.

 

Network-1 reported no revenue for the three months ended March 31, 2026, compared to $150,000 of revenue for the three months ended March 31, 2025.

 

Operating expenses for the first quarter of 2026 were $1,415,000, an increase of $620,000 from $795,000 in the first quarter of 2025, primarily due to increased litigation-related professional fees of $625,000.

 

Interest and dividend income for the first quarter of 2026 was $384,000, a decrease of $100,000 compared to $484,000 for the same period in 2025. During the first quarter of 2026, Network-1 also recorded realized and unrealized losses on marketable securities of $287,000, compared to gains of $149,000 in 2025, a decrease of $436,000 reflecting declines in the market value of U.S. government securities and fixed-income mutual funds as a result of higher short-term Treasury yields as of March 31, 2026.

 

During the first quarter, Network-1 recorded a gain of $1,052,000 related to the remeasurement of the carrying value of its investment in ILiAD Biotechnologies, Inc. (“ILiAD”) following ILiAD’s $115,000,000 financing in February 2026. As a result of the financing, Network-1 transitioned from the equity method of accounting to the cost method for its investment in ILiAD resulting in the gain for accounting purposes.

 

Network-1 reported a net loss of $511,000, or $0.02 per share (basic and diluted), for the three months ended March 31, 2026, compared to a net loss of $363,000, or $0.02 per share, for the three months ended March 31, 2025. The increased net loss was primarily due to higher litigation-related expenses, increased realized and unrealized losses on marketable securities, and higher net deferred income tax expense, offset by the gain recognized on the ILiAD investment and the absence of recognized equity-method losses in ILiAD in 2026.

Network-1 continues to pursue five pending patent litigations involving its M2M/IoT, HFT, and Cox Patent portfolios. In connection with Network-1’s litigation against Google and YouTube involving the Cox Patent Portfolio, on April 23, 2026, the U.S. Court of Appeals for the Federal Circuit issued a decision overturning the judgment of non-infringement entered by the U.S. District Court for the Southern District of New York relating to the Network-1’s Patent No. 8,205,237 for certain implementations of Google’s Content ID system. The Federal Circuit remanded the case to the District Court for further proceedings on the infringement case consistent with its decision.

In April and May 2026, the U.S. Patent Trial and Appeal Board (“PTAB”) of the U.S. Patent & Trademark Office denied the institution, on the merits, of six Inter Partes Review proceedings requested by Samsung, relating to all six patents being asserted by Network-1 in its patent litigation against Samsung pending in the United States District Court for the Eastern District of Texas, Marshall Division, for infringement of patents within Network-1’s M2M/ IoT Patent Portfolio.

 

On March 31, 2026, Network-1’s principal sources of liquidity consisted of cash and cash equivalents and marketable securities of $34,589,000 and working capital of $33,674,000. Management believes that based on Network-1’s current cash position, it has sufficient liquidity to fund operations for the foreseeable future.

 

Network-1’s dividend policy consists of semi-annual cash dividends of $0.05 per share ($0.10 per share annually), historically paid in March and September. During the first quarter of 2026, Network-1 continued to declare and pay dividends consistent with this policy. The dividend policy remains subject to 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.

 

During the quarter ended March 31, 2026, Network-1 repurchased 60,996 shares of its common stock at an aggregate cost of $82,681 (exclusive of commissions), or an average price of $1.36 per share, under its Share Repurchase Program. Since inception of the program in 2011 through March 31, 2026, Network-1 has repurchased 10,647,490 shares at an aggregate cost of $20,352,652 (exclusive of commissions) or an average per share price of $1.91. Combined with the approximately $25,400,000 in dividends paid beginning in 2010 through March 31, 2026, Network-1 has returned, through such dividends and share repurchases, in excess of $45,800,000 to its shareholders.

 

 

 

  

ABOUT NETWORK-1 TECHNOLOGIES, INC.

Network-1 Technologies, Inc. is engaged in the acquisition, development, licensing and protection of intellectual property and proprietary technologies. Network-1 works with inventors and patent owners to assist in the development and monetization of patented technologies. Network-1 currently owns 121 U.S. patents (54 expired) and 15 international patents covering various technologies, including enabling technology for authenticating and using eSIM technology in Internet of Things (“IoT”) Machine-to-Machine and other mobile devices, certain advanced technologies related to high frequency trading, technologies relating to document stream operating systems and the identification of media content and enabling technology to support, among other things, the interoperability of smart home IoT devices. Network-1's current strategy includes efforts to monetize four patent portfolios (the M2M/IoT, HFT, Cox and Smart Home 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 achieved in the past with respect to its Remote Power Patent and Mirror Worlds Patent Portfolio. Network-1’s Remote Power Patent generated licensing revenue in excess of $188,000,000 and Network-1 achieved licensing and other revenue in excess of $47,000,000 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, 2025 filed with the Securities and Exchange Commission on March 13, 2026, Network-1’s uncertain revenue from licensing its intellectual property, uncertainty as to the outcome of pending litigation involving Network-1’s HFT Patent Portfolio, its M2M/IoT Patent Portfolio and its Cox Patent Portfolio, 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 M2M/IoT Patent Portfolio, HFT Patent Portfolio, Smart Home Portfolio and Cox Patent Portfolio, as well as a successful outcome on its investment in ILiAD Biotechnologies, Inc. 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 to 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.

 

 

Network-1’s Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheet as of and for the quarter ended March 31, 2026 are attached.

 

 

 

 

 

 

NETWORK-1 TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

           
  

March 31,

2026

  

December 31,

2025

 

ASSETS

 

CURRENT ASSETS:

  (Unaudited)     
Cash and cash equivalents  $8,610,000   $13,402,000 
Marketable securities, at fair value   25,979,000    23,467,000 
Other current assets   195,000    237,000 

 

TOTAL CURRENT ASSETS

   34,784,000    37,106,000 

 

OTHER ASSETS:

          
Patents, net of accumulated amortization   1,810,000    1,479,000 
Equity investments   2,786,000    1,734,000 
Security deposit   13,000    13,000 

 

      Total Other Assets

   4,609,000    3,226,000 

 

TOTAL ASSETS

  $39,393,000   $40,332,000 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

CURRENT LIABILITIES:

          
Accounts payable  $352,000   $253,000 
Accrued payroll       289,000 
Other accrued expenses   758,000    228,000 
Total Current Liabilities   1,110,000    770,000 

 

LONG TERM LIABILITIES:

          
       Deferred tax liability   245,000     

 

TOTAL LIABILITIES

   1,355,000    770,000 

 

COMMITMENTS AND CONTINGENCIES (Note H)

         

 

STOCKHOLDERS’ EQUITY

          
Preferred stock, $0.01 par value, authorized 10,000,000 shares;
none issued and outstanding at March 31, 2026 and December 31, 2025
        
           
Common stock, $0.01 par value; authorized 50,000,000 shares; 22,795,883  and 22,824,009 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively   228,000    228,000 
           
Additional paid-in capital   62,506,000    63,426,000 
           
Accumulated deficit   (24,696,000)   (24,092,000)
           
TOTAL STOCKHOLDERS’ EQUITY   38,038,000    39,562,000 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  $39,393,000   $40,332,000 

 

 

 

 

NETWORK-1 TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

           
   Three Months Ended
March 31,
 
   2026   2025 
         
REVENUE  $   $150,000 
           
OPERATING EXPENSES:          
Costs of revenue       42,000 
Professional fees and related costs   775,000    121,000 
General and administrative   596,000    602,000 
Amortization of patents   44,000    30,000 
           
TOTAL OPERATING EXPENSES   1,415,000    795,000 
           
OPERATING LOSS   (1,415,000)   (645,000)

 

OTHER INCOME (EXPENSE):

          
Interest and dividend income, net   384,000    484,000 
Gain on equity investment   1,052,000     
Net realized and unrealized (loss) gain on marketable securities   (287,000)   149,000 
Total other income, net   1,149,000    633,000 
           
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET LOSSES OF EQUITY METHOD INVESTEE   (266,000)   (12,000)
           
INCOME TAX PROVISION:          
Current        
Deferred taxes, net    245,000    (111,000)
Total income taxes   

245,000

    

(111,000

)
           
(LOSS) INCOME BEFORE SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE   (511,000)   99,000 
           
SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE       (462,000)
           
NET LOSS  $(511,000)  $(363,000)
           
Net loss per share:          
Basic  $(0.02)  $(0.02)
Diluted  $(0.02)  $(0.02)
           
Weighted average common shares outstanding:          
Basic   22,813,290    22,914,799 
Diluted   22,813,290    22,914,799 
           
Cash dividends declared per share  $0.05   $0.05 
           

 

 

 

 

 

Filing Exhibits & Attachments

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