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QuoteMedia Q3 2026 net loss narrows to $158K

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(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

QuoteMedia, Inc. (QMCI) reported revenue of $5,601,427 for the three months ended September 30, 2026, up 9% from $5,154,555; net loss was $157,555 versus $367,192. For the nine months, revenue was $16,581,826 versus $14,908,122, and net loss was $1,140,614 versus $1,720,585. Third-quarter gross profit was $3,037,502 versus $2,498,384.

Software development expense rose 17% in Q3 as a smaller share of costs was capitalized; management said this reduced earnings but did not affect cash flow. Operating cash flow was $421,303 for the nine months, versus $832,155. Cash was $393,633 and working capital deficit was $4,431,398 at September 30, 2026. A related party advanced $200,000 on September 28, 2026, with no fixed repayment terms or interest.

Management believes cash on hand and cash generated from operations will fund current operations for at least 12 months through September 2027, though its business plan may require additional financing. Management concluded disclosure controls were ineffective due to material weaknesses, while also stating the financial statements fairly present the company's position, results and cash flows under GAAP.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

How the balance works

Positive

  • Moderate pointRevenue rose 9% in the third quarter and 11% over nine months.
  • Moderate pointNet losses were $157,555 in Q3 and $1,140,614 year-to-date, versus $367,192 and $1,720,585.

Negative

  • Major pointDisclosure controls were ineffective due to material weaknesses at September 30, 2026.
  • Moderate pointOperating cash flow was $421,303 for nine months, versus $832,155 in 2025.
Three-month revenue $5,601,427 Three months ended September 30, 2026; $5,154,555 for the comparative 2025 period.
Nine-month revenue $16,581,826 Nine months ended September 30, 2026; $14,908,122 for the comparative 2025 period.
Three-month net loss $157,555 Three months ended September 30, 2026; net loss was $367,192 for the comparative 2025 period.
Nine-month net loss $1,140,614 Nine months ended September 30, 2026; net loss was $1,720,585 for the comparative 2025 period.
Net cash provided by operating activities $421,303 Nine months ended September 30, 2026; $832,155 for the comparative 2025 period.
Cash and cash equivalents $393,633 At September 30, 2026; $319,889 at December 31, 2025.
Working capital deficit $4,431,398 At September 30, 2026.
Remaining performance obligations $2,317,268 For contracts longer than one year, as of September 30, 2026.
remaining performance obligations financial
"revenue allocated to remaining performance obligations"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
capitalized internal-use software development costs technical
"Capitalized internal-use software development costs, net"
right-of-use assets financial
"Operating lease right-of-use assets"
Right-of-use assets are the rights a company gains to use a physical space or equipment under a lease agreement. They are recorded as assets on the company's balance sheet, reflecting the value of future benefits from the leased item. For investors, these assets provide a clearer picture of a company's obligations and resources related to leasing arrangements, helping to assess its financial health and operational commitments.
Black-Scholes valuation model financial
"using the Black-Scholes valuation model"
anti-dilutive financial
"they would have an anti-dilutive effect"
A claim, security feature, or action described as anti-dilutive prevents or does not cause a reduction in existing shareholders’ per-share values when additional shares could be issued. For example, certain convertible securities or corporate actions are treated as anti-dilutive for earnings-per-share calculations if including them would raise EPS rather than lower it; investors watch this because it affects reported per-share metrics, ownership percentages, and valuation comparisons, like keeping pie slices the same size instead of making them smaller.
material weaknesses financial
"due to material weaknesses in internal control over financial reporting"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did QMCI report for the third quarter of 2026?

QuoteMedia reported $5,601,427 for the three months ended September 30, 2026, up 9% from $5,154,555. Nine-month revenue was $16,581,826, compared with $14,908,122.

What was QMCI's net loss in the first nine months of 2026?

Net loss was $1,140,614 for the nine months ended September 30, 2026, compared with $1,720,585 for the same period in 2025. For the three months ended September 30, 2026, net loss was $157,555, compared with $367,192.

What remaining performance obligations did QMCI report?

For contracts longer than one year, QuoteMedia reported $2,317,268 of revenue allocated to remaining performance obligations as of September 30, 2026. It expects approximately 36% to be recognized over the next 12 months and the remainder thereafter.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 (Mark one)

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2026

OR

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period _________ to _________                    

 

Commission File Number:   0-28599

 

QuoteMedia, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

91-2008633

(State or Other Jurisdiction of Incorporation or Organization)

 

(IRS Employer Identification Number) 

 

17100 East Shea Boulevard, Suite 230, Fountain Hills, AZ 85268

(Address of Principal Executive Offices)

 

(602) 830-1443

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☒    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer 

☐

Accelerated filer 

☐

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company  

☒

 

 

Emerging growth company 

☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐   No ☒

 

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 pursuant to Section 13(a) of the Exchange Act.    ☐

 

The Registrant has 90,477,798 shares of common stock outstanding as of November 4, 2026.

 

 

 

 

QUOTEMEDIA, INC.

 

FORM 10-Q for the Quarter Ended September 30, 2026

 

INDEX

 

 

 

Page

Part I.

Financial Information

 

 

 

 

Item 1.

Consolidated financial statements

3

 

 

 

 

Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025

3

 

 

 

 

Condensed Consolidated Statements of Operations for the three and nine-months ended September 30, 2026 and 2025

4

 

 

 

 

Condensed Consolidated Statements of Changes in Series A Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the three and nine-months ended September 30, 2026

5

 

 

 

 

Condensed Consolidated Statements of Changes in Series A Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the three and nine-months ended September 30, 2025

6

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the nine-months ended September 30, 2026 and 2025

7

 

 

 

 

Notes to Condensed Consolidated Financial Statements

8

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

 

 

 

Item 4.

Controls and Procedures

22

 

 

 

Part II.

Other Information

 

 

 

 

Item 6.

Exhibits

24

 

 

 

Signatures

 

25

 

 

2

Table of Contents

 

PART I - FINANCIAL INFORMATION
 

Item 1. Financial Statements

 

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

ASSETS

 

(Unaudited)

 

 

(Audited)

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$393,633

 

 

$319,889

 

Accounts receivable, net

 

 

1,260,932

 

 

 

1,202,816

 

Prepaid expenses

 

 

166,251

 

 

 

78,494

 

Other current assets

 

 

277,198

 

 

 

242,280

 

Total current assets

 

 

2,098,014

 

 

 

1,843,479

 

 

 

 

 

 

 

 

 

 

Noncurrent assets:

 

 

 

 

 

 

 

 

Deposits

 

 

9,703

 

 

 

29,200

 

Property and equipment, net

 

 

179,329

 

 

 

173,937

 

Capitalized internal-use software development costs, net

 

 

2,108,817

 

 

 

3,405,884

 

Goodwill

 

 

110,000

 

 

 

110,000

 

Intangible assets

 

 

33,207

 

 

 

40,995

 

Operating lease right-of-use assets (see note 5)

 

 

345,769

 

 

 

169,735

 

Total noncurrent assets

 

 

2,786,825

 

 

 

3,929,751

 

 

 

 

 

 

 

 

 

 

Total assets

 

$4,884,839

 

 

$5,773,230

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$5,142,776

 

 

$4,569,306

 

Deferred revenue (see note 3)

 

 

1,327,814

 

 

 

1,589,900

 

Current portion of operating lease liabilities (see note 5)

 

 

58,822

 

 

 

53,757

 

Total current liabilities

 

 

6,529,412

 

 

 

6,212,963

 

 

 

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

 

 

Long-term portion of deferred revenue (see note 3)

 

 

35,170

 

 

 

282,756

 

Long-term portion of operating lease liabilities (see note 5)

 

 

277,213

 

 

 

117,853

 

Total long-term liabilities

 

 

312,383

 

 

 

400,609

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

6,841,795

 

 

 

6,613,572

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

 

 

 

Preferred stock, 10,000,000 shares authorized:

 

 

 

 

 

 

 

 

Series A Redeemable Convertible Preferred stock, $0.001 par value,

 

 

 

 

 

 

 

 

550,000 shares designated; shares issued and outstanding:

 

 

 

 

 

 

 

 

123,685 at September 30, 2026 and December 31, 2025 (see note 6)

 

 

2,983,857

 

 

 

2,983,857

 

Common stock, $0.001 par value, 150,000,000 shares authorized, shares issued and

 

 

 

 

 

 

 

 

outstanding: 90,477,798 at September 30, 2026 and December 31, 2025

 

 

90,479

 

 

 

90,479

 

Additional paid-in capital

 

 

19,614,625

 

 

 

19,590,625

 

Accumulated deficit

 

 

(24,645,917)

 

 

(23,505,303)

Total stockholders’ deficit

 

 

(1,956,956)

 

 

(840,342)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

 

$4,884,839

 

 

$5,773,230

 

 

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

 

 
3

Table of Contents

 

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Three-months ended September 30,

 

 

Nine-months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE (see note 3)

 

$5,601,427

 

 

$5,154,555

 

 

$16,581,826

 

 

$14,908,122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE

 

 

2,563,925

 

 

 

2,656,171

 

 

 

8,283,571

 

 

 

8,018,122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

3,037,502

 

 

 

2,498,384

 

 

 

8,298,255

 

 

 

6,890,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

816,103

 

 

 

827,596

 

 

 

2,528,004

 

 

 

2,528,029

 

General and administrative

 

 

773,335

 

 

 

704,939

 

 

 

2,355,159

 

 

 

2,250,648

 

Software development

 

 

1,571,550

 

 

 

1,340,225

 

 

 

4,539,532

 

 

 

3,652,501

 

Total operating expenses

 

 

3,160,988

 

 

 

2,872,760

 

 

 

9,422,695

 

 

 

8,431,178

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(123,486)

 

 

(374,376)

 

 

(1,124,440)

 

 

(1,541,178)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange gain (loss)

 

 

(22,961)

 

 

25,449

 

 

 

31,506

 

 

 

(76,454)

Interest expense

 

 

(10,594)

 

 

(18,222)

 

 

(46,637)

 

 

(33,989)

Total other income (expenses)

 

 

(33,555)

 

 

7,227

 

 

 

(15,131)

 

 

(110,443)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

 

(157,041)

 

 

(367,149)

 

 

(1,139,571)

 

 

(1,651,621)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(514)

 

 

(43)

 

 

(1,043)

 

 

(68,964)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(157,555)

 

$(367,192)

 

$(1,140,614)

 

$(1,720,585)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS PER SHARE (see note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic loss per share – basic & diluted

 

$(0.00)

 

$(0.00)

 

$(0.01)

 

$(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING (see note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basics & diluted

 

 

90,477,798

 

 

 

90,477,798

 

 

 

90,477,798

 

 

 

90,477,798

 

 

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

 

 
4

Table of Contents

 

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

For the three and nine-months ended September 30, 2026

 (UNAUDITED)

 

 

 

Series A Redeemable Convertible

 Preferred Stock

 

 

Common Stock

 

 

Additional

 

 

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated Deficit

 

 

Stockholders’

Deficit

 

Balance, June 30, 2026

 

 

123,685

 

 

$2,983,857

 

 

 

90,477,798

 

 

$90,479

 

 

$19,590,625

 

 

$(24,488,362)

 

$(1,823,401)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24,000

 

 

 

 

 

 

 

24,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(157,555)

 

 

(157,555)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2026

 

 

123,685

 

 

$2,983,857

 

 

 

90,477,798

 

 

$90,479

 

 

$19,614,625

 

 

$(24,645,917)

 

$(1,956,956)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A Redeemable Convertible

 Preferred Stock

 

 

 

Common Stock

 

 

 

 Additional

 

 

 

 

 

 

 

 Total

 

 

 

Number of Shares

 

 

Amount

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated Deficit

 

 

Stockholders’

Deficit

 

Balance, December 31, 2025

 

 

123,685

 

 

$2,983,857

 

 

 

90,477,798

 

 

$90,479

 

 

$19,590,625

 

 

$(23,505,303)

 

$(840,342)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24,000

 

 

 

 

 

 

 

24,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,140,614)

 

 

(1,140,614)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2026

 

 

123,685

 

 

$2,983,857

 

 

 

90,477,798

 

 

$90,479

 

 

$19,614,625

 

 

$(24,645,917)

 

$(1,956,956)

 

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

 

 
5

Table of Contents

 

QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

For the three and nine-months ended September 30, 2025

 (UNAUDITED)

 

 

 

Series A Redeemable Convertible

 Preferred Stock

 

 

Common Stock

 

 

 Additional

 

 

 

 

 

 Total

 

Three-months ended September 30, 2025:

 

Number of Shares

 

 

Amount

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated Deficit

 

 

Stockholders’ Equity (Deficit)

 

Balance, June 30, 2025

 

 

123,685

 

 

$2,983,857

 

 

 

90,477,798

 

 

$90,479

 

 

$19,571,425

 

 

$(22,541,272)

 

$104,489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(367,192)

 

 

(367,192)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2025

 

 

123,685

 

 

$2,983,857

 

 

 

90,477,798

 

 

$90,479

 

 

$19,571,425

 

 

$(22,908,464)

 

$(262,703)

 

 

 

Series A Redeemable Convertible

 Preferred Stock

 

 

Common Stock

 

 

 Additional

 

 

 

 

 

 Total

 

Nine-months ended September 30, 2025:

 

Number of Shares

 

 

Amount

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated Deficit

 

 

Stockholders’ Equity (Deficit)

 

Balance, December 31, 2024

 

 

123,685

 

 

$2,983,857

 

 

 

90,477,798

 

 

$90,479

 

 

$19,529,131

 

 

$(21,187,879)

 

$1,415,588

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

42,294

 

 

 

 

 

 

 

42,294

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,720,585)

 

 

(1,720,585)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2025

 

 

123,685

 

 

$2,983,857

 

 

 

90,477,798

 

 

$90,479

 

 

$19,571,425

 

 

$(22,908,464)

 

$(262,703)

 

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

 

 
6

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QUOTEMEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Nine-months ended September 30,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(1,140,614)

 

$(1,720,585)

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,847,022

 

 

 

2,343,936

 

Allowance for doubtful accounts

 

 

(75,762)

 

 

221,159

 

Stock-based compensation expense – common stock warrants

 

 

24,000

 

 

 

42,294

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

17,646

 

 

 

(320,728)

Prepaid expenses

 

 

(87,757)

 

 

(16,396)

Other current assets

 

 

(34,918)

 

 

(53,078)

Deposits

 

 

19,497

 

 

 

(1,224)

Accounts payable, accrued and other liabilities

 

 

361,861

 

 

 

585,013

 

Deferred revenue

 

 

(509,672)

 

 

(248,236)

Net cash provided by operating activities

 

 

421,303

 

 

 

832,155

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(72,111)

 

 

(42,583)

Capitalized internal-use development costs

 

 

(475,448)

 

 

(1,093,748)

Net cash used in investing activities

 

 

(547,559)

 

 

(1,136,331)

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Advance from related party

 

 

200,000

 

 

 

-

 

Net cash provided used in financing activities 

 

 

200,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

73,744

 

 

 

(304,176)

 

 

 

 

 

 

 

 

 

Cash and equivalents, beginning of period

 

 

319,889

 

 

 

585,319

 

 

 

 

 

 

 

 

 

 

Cash and equivalents, end of period

 

$393,633

 

 

$281,143

 

 

The accompanying notes are an integral part of these consolidated condensed interim financial statements.

 

 
7

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles for interim financial statements and instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for a full year. In connection with the preparation of the condensed consolidated financial statements, management evaluated subsequent events after the balance sheet date of September 30, 2026 through the filing of this report.

 

These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2025 contained in the Form 10-K filed with the Securities and Exchange Commission dated April 7, 2026.

 

Risks and Uncertainties

 

Adverse macroeconomic conditions, including inflation, slower growth or recession, and higher interest rates could materially adversely affect demand for the Company’s services.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

a) Nature of operations

 

Quotemedia, Inc. (the “Company”) is a software developer and distributor of financial market data and related services to a global marketplace. The Company specializes in the collection, aggregation, and delivery of both delayed and real-time financial data content via the Internet. The Company develops and licenses software components that deliver dynamic content to banks, brokerage firms, financial institutions, mutual fund companies, online information and financial portals, media outlets, public companies, and corporate intranets.

 

b) Basis of consolidation

 

These consolidated financial statements include the operations of QuoteMedia, Ltd., a wholly owned subsidiary of QuoteMedia, Inc. All intercompany transactions and balances have been eliminated.

 

c) Foreign currency remeasurement and transactions

 

The U.S. dollar is the functional currency of all of the Company's operations. Foreign currency asset and liability amounts are remeasured into U.S. dollars at end-of-period exchange rates, except for equipment and intangible assets, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts remeasured at historical exchange rates. Because the U.S. dollar is the functional currency, exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.

 

d) Allowances for doubtful accounts

 

The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at September 30, 2026, because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its credit practices have not changed significantly over time).  The allowance for doubtful accounts was $470,000 as of September 30, 2026 and $570,000 at December 31, 2025, respectively. Bad debt expenses were $68,166 and $9,289 for the three-months ended September 30, 2026 and 2025 and $104,238 and $121,159 for the nine-months ended September 30, 2026 and 2025, respectively.

 

e) Revenue

 

The Company generates substantially all of its revenue from subscriptions for access to its software products and related support.  The Company licenses financial market data information on a monthly, quarterly, or annual basis. The Company’s products and services are divided into two main categories:

 

 
8

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Interactive Content and Data Applications

 

 

•

Proprietary financial software applications and streaming market data feeds

 

•

Subscriptions are typically sold for a fixed fee and revenue is recognized ratably over the term of the subscription.

 

Portfolio Management and Real-Time Quote Systems

 

 

1.

Corporate QuotestreamTM (Business-to-Business)

 

 

o

Web-delivered, embedded applications providing real-time, streaming market quotes and research information targeted to both professionals and non-professional users.

 

 

o

Revenue is typically earned based on customer usage.

 

2.

Individual Quotestream (Business-to-Consumer)

 

 

o

Web-delivered, embedded applications providing real-time, streaming market quotes and research information targeted to non-professional users.

 

 

o

Subscriptions are typically sold for a fixed fee and revenue is recognized ratably over the term of the subscription.

 

The Company does not provide its customers with the right to take possession of its software products at any time.

 

The Company determines revenue recognition through the following steps:

 

 

•

Identification of the contract, or contracts, with a customer

 

•

Identification of the performance obligations in the contract

 

•

Determination of the transaction price

 

•

Allocation of the transaction price to the performance obligations in the contract

 

•

Recognition of revenue when, or as, the Company satisfies a performance obligation

 

The Company executes a signed contract with the customer that specifies services to be provided, the payment amounts and terms, and the period of service, among other terms.

 

Contract Balances

 

The Company’s corporate customers are invoiced based on fee schedules that are agreed upon in each customer contract. Individual Quotestream customers are charged a subscription fee based on their subscription agreement. The Company recognizes revenue when performance obligations have been satisfied, which is the date the customer has access to the contracted market data.  The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Upfront set-up or development fees are deferred and recognized evenly from the date performance obligations have been met to the end of the service term of the contract, as set-up and development fees are not distinct from the market data service contracts to which they relate.

 

The Company considers the following factors when determining if collection of a fee is reasonably assured: customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If these factors do not indicate collection is reasonably assured, revenue is not recognized until collection becomes reasonably assured, which is generally upon receipt of cash.

 

Cost of revenue

 

Cost of revenue primarily consists of customer support personnel-related compensation expenses, including salaries, bonuses, benefits, payroll taxes, and stock-based compensation expense, as well as expenses related to third-party hosting costs, software license fees, amortization of capitalized software development costs, amortization of acquired technology intangible assets, and allocated overhead.

 

 
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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

f) Accounting Pronouncements

 

Not Yet Adopted

 

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires improved disclosure of the nature and disaggregation of income statement expenses.  The standard is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027.  The Company is currently evaluating the potential impact that this standard may have on its Consolidated Financial Statements.

 

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software. ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use. ASU 2025-06 will be effective for the Company in its first quarter of 2028, and early adoption is permitted. The Company is currently evaluating the timing and method of its adoption of ASU 2025-06.

 

In December 2025, the Financial Accounting Standards Board (“FASB”)  issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. The ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact of this guidance on our interim disclosures.

 

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-12, Codification Improvements. The guidance addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. We are currently evaluating the ASU to determine its impact on our disclosures; however, we do not expect there to be a material impact.

 

In May 2026, the Financial Accounting Standards Board (“FASB”)  issued ASU 2026-02 – Environmental Credits and Environmental Credit Obligations (Topic 818). ASU 2026-02 provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. The amendments will be effective for public business entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company expects to adopt the update for the annual financial statements issued for the year ending December 31, 2028.  The Company does not expect this update to have a material impact on its consolidated financial statements

 

In December 2025, the Financial Accounting Standards Board (“FASB”)  issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for the Company’s annual periods beginning January 1, 2029. The Company does not expect this update to have a material impact on its consolidated financial statements

 

Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

3. REVENUE

 

Disaggregated Revenue

 

The Company provides market data, financial web content solutions and cloud-based applications. Revenue by type of service consists of the following:

 

 

 

Three-months ended September 30,

 

 

Nine-months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Portfolio Management Systems

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Quotestream

 

$2,158,626

 

 

$2,113,628

 

 

$6,662,414

 

 

$6,110,920

 

Individual Quotestream

 

 

432,685

 

 

 

458,747

 

 

 

1,340,843

 

 

 

1,377,804

 

Interactive Content and Data APIs

 

 

3,010,116

 

 

 

2,582,180

 

 

 

8,578,569

 

 

 

7,419,398

 

Total revenue

 

$5,601,427

 

 

$5,154,555

 

 

$16,581,826

 

 

$14,908,122

 

 

 
10

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Deferred Revenue

 

Changes in deferred revenue were as follows for the nine-month periods ended September 30,

 

 

 

2026

 

 

2025

 

Beginning balance at Jan 1,

 

$1,872,656

 

 

$2,401,479

 

Revenue recognized in the current period from the amounts in the beginning balance

 

 

(1,634,722)

 

 

(1,505,205)

New deferrals, net of amounts recognized in the current period

 

 

1,113,291

 

 

 

1,275,984

 

Effects of foreign currency translation

 

 

11,759

 

 

 

(19,015)

Total deferred revenue

 

$1,362,984

 

 

$2,153,243

 

Current portion of deferred revenue

 

$1,327,814

 

 

$1,992,355

 

Long-term portion of deferred revenue

 

 

35,170

 

 

 

160,888

 

Total deferred revenue

 

$1,362,984

 

 

$2,153,243

 

 

For contracts greater than one year in duration, revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $2,317,268 as of September 30, 2026. We expect to recognize approximately 36% of our total remaining performance obligation revenue over the next 12 months and the remainder thereafter.

 

Practical Expedients

 

The Company applies a practical expedient and does not disclose the value of the remaining performance obligations for contracts that are less than one year in duration.

 

4. RELATED PARTIES

 

The Company entered into a five-year office lease with 410734 B.C. Ltd. effective May 1, 2026 for approximately $7,000 per month. David M. Shworan, CEO of Quotemedia Ltd., is a control person of 410734 B.C. Ltd. At September 30, 2026 $123,273 was due to 410734 B.C. Ltd. and at December 31, 2025 $62,883 was due to 410734 B.C. Ltd.

 

The Company pays a monthly marketing service fee of $3,000 to Bravenet Web Services, Inc. (“Bravenet”). At September 30, 2026 and December 31, 2025, there was $95,285 and $62,883 due to Bravenet related to this agreement, respectively. Also, on September 28, 2026, Bravenet advanced the Company an additional $200,000. There are no fixed repayment terms and no interest charged on the advance. David M. Shworan is a control person of Bravenet. At September 30, 2026 and December 31, 2025, there was $270,323 and $72,924 due to Bravenet related to this advance.

 

At September 30, 2026 and December 31, 2025, $85,817 was owed to David M. Shworan related to an unpaid bonus earned in 2022.

 

At September 30, 2026 and December 31, 2025, there were $165,795 and $139,670 in unreimbursed expenses owed to Keith Randall, CEO of Quotemedia, Inc., respectively.

 

Amounts due to related parties are included in accounts payable and accrued liabilities. As a matter of policy all significant related party transactions are subject to review and approval by the Company’s Board of Directors.

 

5. LEASES

 

The Company has operating leases for corporate offices. The Company’s leases have remaining lease terms of 1 year to 5 years. Management determines if an arrangement is a lease at inception. Operating lease assets and liabilities are included in operating lease right-of-use assets and operating lease liabilities, respectively, on the Company’s consolidated balance sheets. Finance lease assets and liabilities are included in property and equipment and finance lease liabilities, respectively, on the Company’s consolidated balance sheets.

 

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The Company elected the short-term lease exception and therefore only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. When determining lease terms, the Company factors in options to extend or terminate leases when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases the Company accounts for the lease and non-lease components as a single lease component.

 

 
11

Table of Contents

 

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Supplemental balance sheet information related to leases was as follows:

 

Changes in right-of-use assets and operating lease liabilities were as follows for the nine-month periods ended September 30:

 

Right-of-use Assets, net

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Beginning balance at January 1,

 

$169,735

 

 

$188,663

 

Additions during the period

 

 

245,761

 

 

 

141,903

 

Right-of-use credits for the period

 

 

(69,727)

 

 

(133,661)

Right-of-use assets, net

 

$345,769

 

 

$196,905

 

 

 

 

 

 

 

 

 

 

Operating Lease Liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance at January 1,

 

$166,012

 

 

$184,655

 

Additions during the period

 

 

219,260

 

 

 

141,903

 

Interest portion of lease payments made during the period

 

 

7,894

 

 

 

8,243

 

Lease payments made during the period

 

 

(57,131)

 

 

(139,650)

Total operating lease liability

 

$336,035

 

 

$195,151

 

 

 

 

 

 

 

 

 

 

Current portion of operating lease liability

 

$58,822

 

 

$75,876

 

Long-term portion of operating lease liability

 

 

277,213

 

 

 

119,275

 

Total operating lease liability

 

$336,035

 

 

$195,151

 

 

 

 

September 30,

2026

 

 

December 31,

2025

 

Weighted Average Remaining Lease Term

 

 

 

 

 

 

Operating leases

 

4.0 years

 

 

4.0 years

 

Weighted Average Discount Rate

 

 

 

 

 

 

Operating leases

 

 

7.4%

 

 

7.6%

 

Maturities of lease liabilities were as follows:

 

Year ending December 31,

 

Operating

 Leases

 

2026 (excluding the nine-months ended September 30, 2026)

 

$18,959

 

2027

 

 

85,678

 

2028

 

 

91,609

 

2029

 

 

93,837

 

2030

 

 

87,029

 

2031

 

 

19,222

 

Total lease payments

 

 

396,334

 

Less imputed interest

 

 

(60,299)

Total

 

$336,035

 

 

 
12

Table of Contents

 

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

The components of lease expense for the three and nine-months ended September 30, 2026 and 2025 were as follows:

 

 

 

Three-months ended September 30,

 

 

Nine-months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Operating lease costs:

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease costs

 

$8,869

 

 

$32,898

 

 

$61,230

 

 

$141,940

 

Short-term lease costs

 

 

29,040

 

 

 

28,589

 

 

 

86,797

 

 

 

85,429

 

Total operating lease costs

 

$37,909

 

 

$61,487

 

 

$148,027

 

 

$227,369

 

 

Supplemental cash flow information for the nine-months ended September 30, 2026 and 2025 related to leases was as follows:

 

 

 

2026

 

 

2025

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows from operating leases

 

$57,898

 

 

$140,329

 

 

 

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

 

 

 

Operating leases

 

$219,260

 

 

$141,903

 

 

6. REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

 

a) Redeemable Convertible Preferred Stock

 

The Company is authorized to issue up to 10,000,000 non-designated preferred shares at the Board of Directors’ discretion.

 

A total of 550,000 shares of the Company’s preferred stock are designated as “Series A Redeemable Convertible Preferred Stock.” The Series A redeemable convertible preferred stock has no dividend or voting rights.

 

At September 30, 2026 and December 31, 2025, 123,685 shares of Series A redeemable convertible preferred stock were outstanding. No shares of Series A redeemable convertible preferred stock were issued or redeemed during the three and nine-months ended September 30, 2026 and 2025.

 

Redemption Rights

 

Holders of Series A redeemable convertible preferred stock shall have the right to convert their shares into shares of common stock at the rate of 83.33 shares of common stock for one share of Series A redeemable convertible preferred stock, at any time following the date the closing price of a share of common stock on a securities exchange or actively traded over-the-counter market has exceeded $0.30 for ninety (90) consecutive trading days. The conversion rights are subject to the availability of authorized but unissued shares of common stock.

 

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment is made to any holders of any shares of common stock, the holders of shares of Series A redeemable convertible preferred stock shall be entitled to be paid first out of the assets of the Company available for distribution to holders of the Company’s capital stock whether such assets are capital, surplus, or earnings, an amount equal to $25.00 per share of Series A redeemable convertible preferred stock.

 

b) Common stock

 

No shares of common stock were issued during the three and nine-months ended September 30, 2026 and 2025.

 

c) Stock Options and Warrants

 

FASB ASC 718, Stock Compensation, requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized.

 

Total stock-based compensation expense, related to all of the Company’s stock-based awards, recognized for the three and nine-months ended September 30, 2026 and 2025 was comprised as follows:

 

 

 

Three-months ended September 30,

 

 

Nine-months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$-

 

 

$-

 

 

$-

 

 

$42,294

 

General and administrative expense

 

 

24,000

 

 

 

-

 

 

 

24,000

 

 

 

-

 

Total stock-based compensation expense

 

$24,000

 

 

$-

 

 

$24,000

 

 

$42,294

 

 

 
13

Table of Contents

 

QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Common Stock Options and Warrants

 

The following table summarizes the Company’s common stock option and warrant activity for the nine-months ended September 30, 2026:

 

 

 

Common Stock Options

and Warrants

 

 

 

Weighted-Average Grant Date Exercise Price

 

Outstanding at December 31, 2025

 

 

25,772,803

 

 

$0.06

 

Granted during the period

 

 

3,000,000

 

 

$0.04

 

Canceled during the period

 

 

(3,000,000)

 

$0.04

 

Outstanding at September 30, 2026

 

 

25,772,803

 

 

$0.06

 

 

On August 28, 2026, the Company canceled 3,000,000 common stock options and warrants, granting 3,000,000 new options and warrants with expiry dates extended an additional five years. The stock-based compensation expense related to this extension was $24,000.   

 

The following table summarizes the weighted average remaining contractual life and exercise price of common stock options and warrants outstanding and exercisable at September 30, 2026:

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

Weighted

 

 

 

 

 

Remaining

 

 

Average

 

 

 

Number

 

 

Contractual

 

 

Exercise

 

 

 

Outstanding

 

 

Life (Years)

 

 

Price

 

 

 

 

 

 

 

 

 

 

 

$0.03-0.11

 

 

25,772,803

 

 

 

5.87

 

 

$0.06

 

 

At September 30, 2026, there was no unrecognized compensation cost related to non-vested options and warrants granted to purchase common stock.

 

Management calculates the fair value of stock options and warrants granted to purchase common stock under the provisions of FASB ASC 718 using the Black-Scholes valuation model with the following assumptions:

 

 

 

Three-months ended September 30,

 

 

Nine-months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected dividend yield

 

 

-

 

 

 

N/A

 

 

 

-

 

 

 

-

 

Expected stock price volatility

 

 

69%

 

 

N/A

 

 

 

69%

 

 

64%

Risk-free interest rate

 

 

4%

 

 

N/A

 

 

 

4%

 

 

4%

Expected life of options (years)

 

 

2.50

 

 

 

N/A

 

 

 

2.50

 

 

 

2.50

 

Weighted average fair value of options and warrants granted

 

$0.11

 

 

 

N/A

 

 

$0.11

 

 

$0.13

 

 

All stock options and warrants to purchase common stock have been granted with exercise prices equal to or greater than the market value of the underlying common shares on the date of grant. At September 30, 2026, the aggregate intrinsic value of options and warrants outstanding and exercisable was $2,374,654. The intrinsic value of stock options and warrants are calculated as the amount by which the market price of the Company’s common stock exceeds the exercise price of the option or warrant.

 

Preferred Stock Warrants

 

Pursuant to the December 28, 2017 Compensation Agreement with David M. Shworan, the President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of Quotemedia, Inc., the Company issued Mr. Shworan warrants to purchase shares of Series A redeemable convertible preferred stock (“compensation preferred stock warrants”) in lieu of a cash salary. From the period December 28, 2017 to December 31, 2019 the Company issued a total of 31,250 Compensation Preferred Stock Warrants at an exercise price equal to $1.00 per share.

 

 
14

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Also pursuant to the Compensation Agreement with Mr. Shworan, on December 28, 2017 the Company issued Mr. Shworan warrants to purchase up to 382,243 shares of Series A redeemable convertible preferred Stock at an exercise price equal to $1.00 per share (“liquidity preferred stock warrant”). The liquidity preferred stock warrants only vest and become exercisable on the consummation of a liquidity event as defined in the Company’s Certificate of Designation of Series A Redeemable Convertible Preferred Stock. The probability of the liquidity event performance condition is not currently determinable or probable; therefore, no compensation expense has been recognized as of September 30, 2026. The probability is re-evaluated each reporting period. As of September 30, 2026, there was $7,480,496 in unrecognized stock-based compensation expense related to these liquidity preferred stock warrants. Since the liquidity preferred stock warrants only vest and become exercisable on the consummation of a liquidity event which is currently determined not to be probable, management is also unable to determine the weighted-average period over which the unrecognized compensation cost will be recognized.

 

As of September 30, 2026, there were a total of 413,493 preferred stock warrants outstanding with a weighted average remaining contractual life of 21.3 years. As of September 30, 2026, 31,250 preferred stock warrants were exercisable. No preferred stock warrants were granted or exercised for the three and nine-months ended September 30, 2026 and 2025.

 

7. LOSS PER SHARE

 

Basic net income (loss) per share is computed by dividing net income (loss) during the period by the weighted-average number of common shares outstanding, excluding the dilutive effects of common stock equivalents. Common stock equivalents include redeemable convertible preferred stock, stock options and warrants. Diluted net income per share is computed by dividing net income by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated using the treasury stock method by adding to the weighted shares outstanding any potential shares of common stock from outstanding redeemable convertible preferred stock, stock options and warrants that are in-the-money. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, the calculation of basic and dilutive loss per share results in the same value. The calculations for basic and diluted net income per share for the three and nine-months ended September 30, 2026 and 2025 are as follows:

 

 

 

Three-months ended September 30,

 

 

Nine-months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(157,555)

 

$(367,192)

 

$(1,140,614)

 

$(1,720,585)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares used to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

calculate net income per share

 

 

90,477,798

 

 

 

90,477,798

 

 

 

90,477,798

 

 

 

90,477,798

 

Warrants to purchase redeemable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

convertible preferred stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Redeemable convertible preferred stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock options and warrants to purchase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

common stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Weighted average common shares used to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

calculate diluted net income per share

 

 

90,477,798

 

 

 

90,477,798

 

 

 

90,477,798

 

 

 

90,477,798

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share – basic & diluted

 

$(0.00)

 

$(0.00)

 

$(0.01)

 

$(0.02)

 

The number of shares of potentially dilutive common stock related to options and warrants that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the three and nine-months ended September 30, 2026 and 2025 are shown below:

 

 

 

Three-months ended September 30,

 

 

Nine-months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Warrants to purchase redeemable   convertible preferred stock

 

$2,499,900

 

 

$2,499,900

 

 

$2,499,900

 

 

$2,499,900

 

Redeemable convertible preferred stock

 

 

10,306,671

 

 

 

10,306,671

 

 

 

10,306,671

 

 

 

10,306,671

 

Stock options and warrants to purchase common stock

 

 

14,545,870

 

 

 

15,118,737

 

 

 

14,545,870

 

 

 

15,159,064

 

Total potential common shares excluded

 

$27,352,441

 

 

$27,925,308

 

 

$27,352,441

 

 

$27,965,635

 

 

 
15

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QUOTEMEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

8. SEGMENT REPORTING

 

The Company operates in one operating segment and one reportable segment, distributor of financial market data. The Company specializes in the collection, aggregation, and delivery of both delayed and real-time financial data via the Internet. The Company develops software components that deliver dynamic content to banks, brokerage firms, financial institutions, mutual fund companies, online information and financial portals, media outlets, public companies, and corporate intranets. The Company derives revenue primarily in North America and manages the business activities on a consolidated basis. The technology used in customer arrangements is based on a single software platform that is deployed to and implemented by customers in a similar manner. The service term for the software arrangements is variable, with the median term being approximately one year.

 

The accounting policies of the financial market data segment are the same as those described in the summary of accounting policies. The Chief Operating Decision Makers (CODM) are the CEOs of QuoteMedia, Inc. and its wholly owned subsidiary QuoteMedia Ltd. CODM assesses performance and decides how to allocate resources based on consolidated net loss that is also reported on the consolidated statements of operations as consolidated net loss. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The CODM also uses consolidated gross profit to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the financial market data segment or into other parts of the entity, such as for acquisitions. Consolidated gross profit is reported on the consolidated statements of operations as gross profit. Consolidated net loss and gross profit are used to monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation.

 

All expense categories on the consolidated statements of operations are significant and there are no other significant segment expenses that would require disclosure or are regularly provided to the CODM. Assets provided to the CODM are consistent with those reported on the consolidated balance sheets with particular emphasis on the Company’s available liquidity, including its cash and cash equivalents.

 

9. REVENUE CONCENTRATION

 

A significant portion of the Company’s revenue has historically been derived from customers outside of the United States, primarily in Canada. For the three-months ended September 30, 2026 and 2025, revenue from Canada accounted for approximately 37% of total revenue. For the Nine-months ended September 30, 2026 and 2025, revenue from Canada accounted for approximately 37% and 36%, respectively, of total revenue.

 

Customer Concentration

 

The following table summarizes customers comprising 10% or more of revenue for the three and nine-months ended September 30,

 

 

 

Three-months ended September 30,

 

 

Nine-months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer A

 

 

11%

 

 

12%

 

 

11%

 

 

12%

 

 
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ITEM 2. Management’s Discussion and Analysis

 

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this report. We caution readers regarding certain forward looking statements in the following discussion, elsewhere in this report, and in any other statements, made by, or on behalf of our company, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, our company. Uncertainties and contingencies that might cause such differences include those risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2025 and other reports filed from time to time with the SEC.

 

We disclaim any obligation to update forward-looking statements. All references to “we”, “our”, “us”, or “QuoteMedia” refer to QuoteMedia, Inc., and its predecessors, operating divisions, and subsidiaries.

 

This report should be read in conjunction with our Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission.

 

Overview

 

We are a developer of financial software and a distributor of market data and research information to online brokerages, clearing firms, banks, media properties, public companies, and financial service corporations worldwide. Through the aggregation of information from many direct data, news, and research sources, we offer a comprehensive range of solutions for all market-related information provisioning requirements.

 

We have three general product lines: Interactive Content and Data APIs, Data Feed Services, and Portfolio Management Systems. For financial reporting purposes, our product categories share similar economic characteristics and share costs; therefore, they are combined into one reporting segment.

 

Our Interactive Content and Data APIs consist of a suite of software applications that provide publicly traded company and market information to corporate clients via the Internet. Products include stock market quotes, fundamentals, historical and interactive charts, company news, filings, option chains, insider transactions, corporate financials, corporate profiles, screeners, market research information, investor relations provisions, level II, watch lists, and real-time quotes. All our content solutions are completely customizable and embedded directly into client Web pages for seamless integration with existing content. We are continuing to develop and launch new modules of QMod, our new proprietary Web delivery system. QMod was created for secure market data provisioning as well as ease of integration and unlimited customization. Additionally, QMod delivers search engine optimized (SEO) ready responsive content designed to adapt on the fly when rendered on mobile devices or standard Web pages – automatically resizing and reformatting to fit the device on which it is displayed.

 

Our Data Feed Services consist of raw streaming real-time market data delivered over the Internet or via dedicated telecommunication lines. We provide supplemental fundamental, historical, and analytical data, keyed to the same symbology, which provides a complete market data solution offered to our customers. Currently, QuoteMedia’s Data Feed services include complete coverage of North American exchanges and over 70 exchanges worldwide. For financial reporting purposes, Data Feed Services revenue is included in the Interactive Content and Data APIs revenue totals.

 

Our Portfolio Management Systems consist of Quotestream, Quotestream Mobile, Quotestream Professional, and our Web Portfolio Management systems. Quotestream Desktop is an Internet-based streaming online portfolio management system that delivers real-time and delayed market data to both consumer and corporate markets. Quotestream has been designed for syndication and private branding by brokerage, banking, and Web portal companies. Quotestream’s enhanced features and functionality – most notably tick-by-tick true streaming data, significantly enhanced charting features, and a broad range of additional research and analytical content and functionality – offer a professional-level experience to nonprofessional users.

 

Quotestream Professional is specifically designed for use by financial services professionals, offering exceptional coverage and functionality at extremely aggressive pricing. Quotestream Professional features broad market coverage, reliability, complete flexibility, ultra-low-latency tick-by-tick data, as well as completely customizable screens, advanced charting, comprehensive technical analysis, news, and research data.

 

Quotestream Mobile is a true companion product to the Quotestream desktop products (Quotestream and Quotestream Professional) – any changes made to portfolios in either the desktop or mobile application are automatically reflected in the other.

 

 
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Table of Contents

 

A key feature of QuoteMedia’s business model is that all our product lines generate recurring monthly licensing revenue from each client. Contracts to license Quotestream to our corporate clients, for example, typically have a term of one to five years and are automatically renewed unless notice is given at least 90 days prior to the expiration of the current license term. We also generate Quotestream revenue through individual end-user licenses on a monthly or annual subscription fee basis.  Interactive Content and Data APIs and Market Data Feeds are licensed for a monthly, quarterly, annual, or semi-annual subscription fee. Contracts to license our Financial Data Products and Data Feeds typically have a term of one to five years and are automatically renewed unless notice is given 90 days prior to the expiration of the contract term.

 

Business Environment and Trends

 

While our licensed-based revenue is generally recurring in nature, the uncertainty caused by the recent market downturn and rising inflation may result in some clients delaying purchasing decisions, product and service implementations or cancel or reduce spending with us. 

 

New tariffs proposed by the U.S. government could lead to a general slowdown in economic activity, which could negatively impact our business.

 

Events in the Middle East and Ukraine have continued to cause disruptions in the global financial markets. While we do not have any operations in the Middle East, Ukraine or Russia, we will continue to monitor the situation as a prolonged conflict could impact our business.

 

Approximately 37% of our revenue and 38% of our expenses are denominated in Canadian dollars and because our Canadian dollar revenue and expenses are evenly matched, exchange rate fluctuations have minimal impact on our net loss and cash flows.

 

Our revenue increased 9% in Q3 2026 versus the comparative 2025 quarter.  Based on revenue already under contract we expect similar revenue growth for fiscal 2026.

 

Our development cost expense significantly increased this quarter due to a higher percentage of development salaries being expensed rather than capitalized, as more development time was spent on system maintenance and other development activities that did not meet the criteria for capitalization.  While this had no impact on our cash flow, it had a negative impact on our earnings as we are expensing development costs in the current period related to past capitalized development. We expect this trend to continue for the remainder of 2026 and 2027, although its impact will diminish during that time.

 

For the remainder of fiscal 2026 and for fiscal 2027 we expect our bottom line to continue to improve as our revenue grows and the impact of capitalized development costs diminishes.       

 

Plan of Operation

 

For the remainder of 2026 and for fiscal 2027 we plan to continue to expand our product lines and improve our infrastructure.  We plan to continue to add more features and data to our existing products and release newer versions with improved performance and flexibility for client integration.  We plan to continue to leverage artificial intelligence (AI) tools, where possible, to automate this process.  This expansion is expected to result in both increased revenue and costs for the remainder of 2026 and for fiscal 2027.

 

We will maintain our focus on marketing Quotestream for deployments by brokerage firms to their retail clients and continue our expansion into the investment professional market with Quotestream Professional. We also plan to continue the growth of our Data Feed Services client base, particularly through the addition of major new international data feed coverage, as well as new data delivery products.

 

QuoteMedia will continue to focus on increasing the sales of its Interactive Content and Data APIs, particularly in the context of large-scale enterprise deployments encompassing solutions ranging across several product lines. QMod is a major component of this strategy, given the broad demand for mobile-ready, SEO-friendly Web content.

 

Important development projects for the remainder of 2026 and for fiscal 2027 include broad expansion of data and news coverage, including the addition of a wide array of international exchange data and news, video feeds, expansion of fixed-income coverage, and the introduction of several new and upgraded market information products.

 

New deployments of our trade integration capabilities, which allow our Quotestream applications to interact with our brokerage clients’ back-end trade execution and reporting platforms (enabling on-the-fly trade execution and tracking of holdings) are underway and will continue to be a priority for the remainder of the year.

 

 
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Table of Contents

 

We are also creating new proprietary data sets, analytics, and scoring mechanisms.  We are now aggregating data direct from the sources to produce data sets that are proprietary to QuoteMedia. This allows us to offer our clients new data products and lower our product cost structure as we replace some of our existing data providers with our own lower cost data.

 

Opportunistically, efforts will be made to evaluate and pursue the development of additional new products that may eventually be commercialized by our company. Although not currently anticipated, we may require additional capital to execute our proposed plan of operation. There can be no assurance that such additional capital will be available to our company on commercially reasonable terms or at all.

 

Our future performance will be subject to a number of business factors, including those beyond our control, such as a continuation of market uncertainty and evolving industry needs and preferences, as well as the level of competition and our ability to continue to successfully market our products and technology. There can be no assurance that we will be able to successfully implement our marketing strategy, continue our revenue growth, or maintain profitable operations.

 

Critical Accounting Policies and Estimates

 

In the 2025 Annual Report, we disclose our critical accounting policies and estimates upon which our consolidated financial statements are derived.  There have been no material changes to these policies since December 31, 2025. Readers are encouraged to read the 2025 Annual Report in conjunction.

 

Results of Operations

 

Revenue

 

Three-months ended September 30,

 

2026

 

 

2025

 

 

Change ($)

 

 

Change (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Quotestream

 

$2,158,626

 

 

$2,113,628

 

 

$44,998

 

 

2%

Individual Quotestream

 

 

432,685

 

 

 

458,747

 

 

 

(26,062)

 

(6)%

Total Portfolio Management Systems

 

 

2,591,311

 

 

 

2,572,375

 

 

 

18,936

 

 

1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interactive Content and Data APIs

 

 

3,010,116

 

 

 

2,582,180

 

 

 

427,936

 

 

17%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total subscription revenue

 

$5,601,427

 

 

$5,154,555

 

 

$446,872

 

 

9%

 

Nine-months ended September 30,

 

2026

 

 

2025

 

 

Change ($)

 

 

Change (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Quotestream

 

$6,662,414

 

 

$6,110,920

 

 

$551,494

 

 

9%

Individual Quotestream

 

 

1,340,843

 

 

 

1,377,804

 

 

 

(36,961)

 

(3)%

Total Portfolio Management Systems

 

 

8,003,257

 

 

 

7,488,724

 

 

 

514,533

 

 

7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interactive Content and Data APIs

 

 

8,578,569

 

 

 

7,419,398

 

 

 

1,159,171

 

 

16%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total subscription revenue

 

$16,581,826

 

 

$14,908,122

 

 

$1,673,704

 

 

11%

 

Total licensing revenue increased 9% and 11% for the three and nine-months ended September 30, 2026 from the comparative 2025 periods.   

 

Total Portfolio Management Systems revenue increased 1% and 7% for the three and nine-months ended September 30, 2026 from the comparative 2025 periods. 

 

Corporate Quotestream revenue increased 2% and 9% for the three and nine-months ended September 30, 2026 from the comparative 2025 periods.  The increases were due to increases in both the number of customers and the average revenue per customer from the comparative periods.

 

Individual Quotestream revenue decreasing 6% and 3% for the three and nine-months ended September 30, 2026 from the comparative 2025 periods due to decreases in the number of customers.  

 

Interactive Content and Data APIs revenue increased 17% and 16% for the three and nine-months ended September 30, 2026 from the comparative 2025 periods due to increases in both the number of customers and the average revenue per customer from the comparative periods.

 

 
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Cost of Revenue and Gross Profit Summary

 

Three-months ended September 30,

 

2026

 

 

2025

 

 

Change ($)

 

 

Change (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$2,563,925

 

 

$2,656,171

 

 

$(92,246)

 

(3)%

Gross profit

 

$3,037,502

 

 

$2,498,384

 

 

$539,118

 

 

22%

Gross margin %

 

 

54%

 

 

48%

 

 

 

 

 

 

 

 

Nine-months ended September 30,

 

2026

 

 

2025

 

 

Change ($)

 

 

Change (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$8,283,571

 

 

$8,018,122

 

 

$265,449

 

 

3%

Gross profit

 

$8,298,255

 

 

$6,890,000

 

 

$1,408,255

 

 

20%

Gross margin %

 

 

50%

 

 

46%

 

 

 

 

 

 

 

 

Our cost of revenue consists of fixed and variable stock exchange fees and data feed provisioning costs. Cost of revenue also includes amortization of capitalized internal-use software costs. We capitalize the costs associated with developing new products during the application development stage.

 

Our cost of revenue decreased 3% for the three-months ended September 30, 2026 from the comparative period in 2025, due to a decrease in amortization expenses related to development costs, offset by increased data storage fees related to our growth.

 

Our cost of revenue increased 3% for the nine-months ended September 30, 2026 from the comparative period in 2025.  This was mainly due to some one-time, non-recurring expenses in March 2026 related to data licensing, processing and delivery, that amounted to approximately $230,000 and increased data storage fees related to our growth. This was offset by a decrease in amortization expenses related to development costs.

 

Our cost of revenue decreased as a percentage of sales, as evidenced by our gross margin percentage that increased to 54% and 50% for the three and nine-months ended September 30, 2026 from 48% and 46% in the comparative periods in 2025, respectively.

 

Operating Expenses Summary

 

Three-months ended September 30,

 

2026

 

 

2025

 

 

Change ($)

 

 

Change (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$816,103

 

 

$827,596

 

 

$(11,493)

 

(1)%

General and administrative

 

 

773,335

 

 

 

704,939

 

 

 

68,396

 

 

10%

Software development

 

 

1,571,550

 

 

 

1,340,225

 

 

 

231,325

 

 

17%

Total operating expenses

 

$3,160,988

 

 

$2,872,760

 

 

$288,228

 

 

10%

 

Nine-months ended September 30,

 

2026

 

 

2025

 

 

Change ($)

 

 

Change (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$2,528,004

 

 

$2,528,029

 

 

$(25)

 

(0)%

General and administrative

 

 

2,355,159

 

 

 

2,250,648

 

 

 

104,511

 

 

5%

Software development

 

 

4,539,532

 

 

 

3,652,501

 

 

 

887,031

 

 

24%

Total operating expenses

 

$9,422,695

 

 

$8,431,178

 

 

$991,517

 

 

12%

 

Sales and Marketing

 

Sales and marketing consist primarily of sales and customer service salaries, investor relations, travel and advertising expenses. Sales and marketing expenses for the three and nine-months ended September 30, 2026 were relatively flat when compared to the same periods in 2025, decreasing by 1% and 0%.

 

General and Administrative

 

General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative expenses increased 10% for the three-months ended September 30, 2026 when compared to the same period in 2025.  The increase is mainly a result of an increase in bad debt expense and an increase in fees related to artificial intelligence (AI) tools from the comparative period.

 

 
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General and administrative expenses increased 5% for the nine-months ended September 30, 2026 when compared to the same period in 2025.  The increase is mainly due to increase in fees related to artificial intelligence (AI) tools and increased professional fees related to year end audit services performed by our previous principal accountants.  This was offset by a decrease in office rent expense as we downsized our office space in Vancouver, Canada effective September 1, 2025 when our existing lease terminated, as our development staff now primarily work remotely

 

Software Development

 

Software development expenses consist primarily of costs associated with the design, programming, and testing of our software applications during the preliminary project stage. Software development expenses also include costs incurred to maintain our software applications.

 

Software development expenses increased 17% and 24% for the three and nine-months ended September 30, 2026 when compared to the same periods in 2025, due to lower capitalization of development costs and therefore higher immediate expense recognition. We capitalized 7% and 8% of development costs for the three and nine-months ended September 30, 206 versus 13% and 19% in the comparative 2025 periods.  

 

We capitalized $139,069 and $255,631 of development costs for the three-months periods ended September 30, 2026 and 2025, respectively. We capitalized $475,448 and $909,035 of development costs for the nine-months periods ended September 30, 2026 and 2025, respectively. These costs relate to the development of application software used by subscribers to access, manage, and analyze information in our databases. Capitalized costs associated with application software are amortized over their estimated economic life of three years.

 

Other Income and (Expense) Summary

 

Three-months ended September 30,

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Foreign exchange gain (loss)

 

$(22,961)

 

$25,449

 

Interest expense, net

 

 

(10,594)

 

 

(18,222)

Total other income (expenses), net

 

$(33,555)

 

$7,227

 

 

Nine-months ended September 30,

 

          2026

 

 

           2025

 

 

 

 

 

 

 

 

Foreign exchange gain (loss)

 

$31,506

 

 

$(76,454)

Interest expense, net

 

 

(46,637)

 

 

(33,989)

Total other expenses, net

 

$(15,131)

 

$(110,443)

 

Foreign Exchange Gain

 

We incurred a foreign exchange loss of $22,961 and a gain of $31,506 for the three and nine-months ended September 30, 2026. We incurred a foreign exchange gain of $25,449 and a loss of $76,454 for the three and nine-months ended September 30, 2025. Foreign exchange gains and losses arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars and from exchange rate fluctuations between transaction and settlement dates for foreign currency denominated transactions.

 

Interest Expense, Net

 

Interest expense is netted against interest earned on cash balances.  Net interest expense of $10,594 and $46,637 were incurred for the three and nine-months periods ended September 30, 2026.  Net interest expenses of $18,222 and $33,989 were incurred for the three and nine-months periods ended September 30, 2025.  The interest expenses primarily relate to vendor finance charges.

 

Provision for Income Taxes

 

For the three and nine-months periods ended September 30, 2026, the Company recorded $514 and $1,043 in income tax expense. For the three and nine-months periods ended September 30, 2025, the Company recorded $43 and $68,964 in income tax expenses.

 

 
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Net Loss for the Period

 

As a result of the foregoing, our net losses for the three-months periods ended September 30, 2026 and 2025 were $157,555 and $367,192, respectively.  The basic and diluted loss per share was $(0.00) for the three and nine-months periods ended September 30, 2026 and 2025, respectively. Our net losses for the nine-months periods ended September 30, 2026 and 2025 were $1,140,614 and $1,720,585, respectively.  The basic and diluted loss per share was $(0.01) and $(0.02) for the nine-months periods ended September 30, 2026 and 2025, respectively.

 

Liquidity and Capital Resources

 

Our cash totaled $393,633 at September 30, 2026, as compared with $319,889 at December 31, 2025, an increase of $73,744.  Net cash of  $421,303 was provided by operations for the nine-months ended September 30, 2026, primarily due to adjustments for non-cash charges and an increase in accounts payable and accrued liabilities.  This was offset by our net loss and a decrease in deferred revenue. Net cash used in investing activities for the nine-months ended September 30, 2026 was $547,559, due to capitalized application software costs and purchases of computer equipment. Net cash provided by financing activities was $200,000 related to an advance from a related party.

 

We typically operate with a working capital deficit.  As of September 30, 2026, our working capital deficit was $4,431,398, however current liabilities include $1,327,814 in deferred revenue. The expected costs necessary to realize the deferred revenue are minimal.  If circumstances dictate, we have the flexibility to reduce development spending to maintain a strong liquidity position.

 

Based on the factors discussed above, we believe that our cash on hand and cash generated from operations will be sufficient to fund our current operations for at least the next 12 months through September 2027. However, implementing our business plan may require additional financing. Additional financing may come from future equity or debt offerings that could result in dilution to our stockholders. Further, current adverse capital and credit market conditions could limit our access to capital. We may be unable to raise capital or bear an unattractive cost of capital that could reduce our financial flexibility.

 

Our long-term liquidity requirements will depend on many factors, including the rate at which we expand our business and whether we do so internally or through acquisitions. To the extent that the funds generated from operations are insufficient to fund our activities in the long term, we may be required to raise additional funds through public or private financing. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.

 

Foreign Exchange Risk

 

Currently, approximately 37% of our consolidated revenue and 38% of our consolidated expenses are denominated in Canadian dollars.  Since currently our Canadian dollar revenue and expenses are closely matched, our consolidated cashflows are not significantly impacted by foreign exchange fluctuations. 

 

Off-Balance Sheet Arrangements

 

At September 30, 2026 and December 31, 2025, we did not have any unconsolidated entities or financial partnerships, or other off-balance sheet arrangements.

 

ITEM 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation and supervision of our Chairman of the Board and Chairman of the Audit Committee, Chief Executive Officer and Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2026, and concluded that our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our management identified the following material weaknesses in our internal control over financial reporting, as described below.

 

Notwithstanding the material weaknesses described below our management has concluded that our consolidated financial statements for the periods covered by and included in this Quarterly Report are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented herein.

 

 
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The following material weaknesses were identified during the preparation and review of the current period financial statements:

 

 

·

There is a lack of segregation of duties in financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II - OTHER INFORMATION

ITEM 6. EXHIBITS
 

Exhibit Number

 

Description of Exhibit

 

 

 

31.1

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

31.2

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

32.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 
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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

QUOTEMEDIA, INC.

 

 

 

 

 

 

By:  

/s/ Keith J. Randall

 

 

 

Keith J. Randall

 

 

 

Chief Executive Officer and Chief Financial Officer

 

 

 

(Duly authorized officer and principal financial officer)

 

 

 

 

 

Dated: November 12, 2026

 

 

 

 

 

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