NTIP Network 1 Technologies Inc

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):          October 24, 2024      

 

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 2.02

Results of Operations and Financial Condition.

On October 24, 2024, Network-1 Technologies, Inc. issued a press release announcing its financial results for the three months ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

 

 

Item 9.01

Financial Statements and Exhibits.

(d)      Exhibits

 

Exhibit No.		Description
99.1		Press Release dated October 24, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

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:    October 28, 2024	By:	/s/ Corey M. Horowitz
		Name:   Corey M. Horowitz Title:     Chairman and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

-3-

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Corey M. Horowitz, Chairman and CEO

Network-1 Technologies, Inc.

(203) 920-1055 (917) 692-0000

 

 

 

NETWORK-1 REPORTS THIRD QUARTER RESULTS

 

New Canaan, Connecticut - October 24, 2024 - Network-1 Technologies, Inc. (NYSE AMERICAN: NTIP), a company specializing in the acquisition, development, licensing, and monetization of its intellectual property assets, today announced financial results for the quarter ended September 30, 2024.

Network-1 had no revenue for the three month periods ended September 30, 2024 and 2023. For the nine month periods ended September 30, 2024 and 2023, Network-1 recorded revenue of $100,000 and $820,000, respectively. The revenue for the nine months ended September 30, 2024 and 2023 was from settlements of litigation relating to Network-1’s Remote Power Patent.

Network-1 realized a net loss of $316,000 or $0.01 per share basic and diluted for the three months ended September 30, 2024 compared with net loss of $810,000 or $0.03 per share basic and diluted for the three months ended September 30, 2023. Included in net loss is Network-1’s share of the net loss of its equity method investee of $308,000 and $532,000, respectively, during the three months ended September 30, 2024 and 2023.

Network-1 realized a net loss of $1,894,000 or $0.08 per share basic and diluted for the nine months ended September 30, 2024 compared with net loss of $1,909,000 or $0.08 per share basic and diluted for the nine months ended September 30, 2023.  Included in net loss is Network-1’s share of the net loss of its equity method investee of $1,613,000 and $1,597,000, respectively, during the nine months ended September 30, 2024 and 2023.

At September 30, 2024, Network-1 had cash and cash equivalents and marketable securities of $41,516,000 and working capital of $41,058,000. Network-1 believes based on its current cash position it will have sufficient cash to fund its operations for the next twelve months and the foreseeable future.

During the three months ended September 30, 2024, Network-1 repurchased an aggregate of 119,615 shares of its common stock at an aggregate cost of $189,424 (exclusive of commissions and excise taxes) or an average per share price of $1.58. During the nine months ended September 30, 2024, Network-1 repurchased an aggregate of 577,060 shares of its common stock at an aggregate cost of $1,059,904 (exclusive of commissions and excise taxes) or an average per share price of $1.84. At September 30, 2024, the remaining dollar value of shares that may be repurchased under the Share Repurchase Program was $3,312,801. Since the inception of the Share Repurchase Program through September 30, 2024, Network-1 has repurchased an aggregate of 10,217,856 shares of its common stock at an aggregate cost of $19,772,820 (exclusive of commissions and excise taxes) or an average per share price of $1.94.

Network-1 continues to pay dividends consistent with its dividend policy, which consists of semi-annual cash dividends of $0.05 per share ($0.10 per share annually) which are anticipated to be paid in March and September of each year. On August 27, 2024, the Board of Directors of Network-1 declared a semi-annual cash dividend of $0.05 per common share which was paid on September 26, 2024 to all common stockholders of record as of September 12, 2024. On February 23, 2024, Network-1’s Board of Directors declared a semi-annual cash dividend of $0.05 per share which was paid on March 29, 2024 to all shareholders of record as of March 15, 2024. Network-1’s dividend policy undergoes a 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.

 

 

ABOUT NETWORK-1 TECHNOLOGIES, INC.

Network-1 Technologies, Inc. is engaged in the acquisition, development, licensing and protection of its intellectual property and proprietary technologies. Network-1 works with inventors and patent owners to assist in the development and monetization of their patented technologies. Network-1 currently owns one-hundred four (104) U.S. patents and sixteen (16) international patents covering various telecommunications and data networking technologies as well as technologies relating to document stream operating systems and the identification of media content. Network-1’s current strategy includes efforts to monetize five patent portfolios (the Cox, M2M/IoT, HFT, Mirror Worlds and Remote Power Patent 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 has achieved with respect to its Remote Power Patent and Mirror Worlds Patent Portfolio. Network-1’s Remote Power Patent has generated licensing revenue in excess of $188,000,000 from May 2007 through September 30, 2024. Network-1 has achieved licensing and other revenue of $47,150,000 through September 30, 2024 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, 2023 and its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission including, among others, Network-1’s uncertain revenue from licensing its intellectual property, uncertainty as to the outcome of pending litigation involving Network-1’s Remote Power Patent, whether Network-1 in its Cox patent litigation against Google and YouTube will be successful in its appeal of the judgment of the U.S. District Court for the Southern District of New York dismissing all of Network-1’s claims in the case, whether Network-1 will be successful in its appeal to the Federal Circuit of the District Court judgment of non-infringement dismissing Network-1’s litigation against Facebook (now Meta Platforms, Inc.), 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 Cox Patent Portfolio, M2M/IoT Patent Portfolio, HFT Patent Portfolio and additional revenue and profit from its Mirror Worlds Patent Portfolio and Remote Power Patent as well as a return on its investment in ILiAD Biotechnologies, LLC 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 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, the increasing development of artificial intelligence could materially impact Network-1’s business, and 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.

 

 

 

 

The unaudited condensed consolidated statements of operations and comprehensive loss and condensed consolidated balance sheets are attached.

 

 

 

 

 

 

 

 

 

 

 

 NETWORK-1 TECHNOLOGIES, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)  

 

 

		Three Months Ended September,								Nine Months Ended September,
		2024				2023				2024				2023
REVENUE		$	—			$	—			$	100,000			$	820,000
OPERATING EXPENSES:
Costs of revenue			—				—				28,000				232,000
Professional fees and related costs			290,000				109,000				656,000				466,000
General and administrative			576,000				679,000				1,764,000				2,070,000
Amortization of patents			30,000				71,000				90,000				236,000
TOTAL OPERATING EXPENSES			896,000				859,000				2,538,000				3,004,000
OPERATING LOSS			(896,000	)			(859,000	)			(2,438,000	)			(2,184,000	)
OTHER INCOME:
Interest and dividend income, net			524,000				406,000				1,407,000				1,161,000
Net realized and unrealized gain on marketable securities			293,000				131,000				395,000				420,000
Total other income, net			817,000				537,000				1,802,000				1,581,000
LOSS BEFORE INCOME TAXES AND SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE			(79,000	)			(322,000	)			(636,000	)			(603,000	)
INCOME TAXES PROVISION:
Current			—				(13,000	)			—				(13,000	)
Deferred taxes, net			(71,000	)			(31,000	)			(355,000	)			(278,000	)
Total income tax benefit			(71,000	)			(44,000	)			(355,000	)			(229,000	)
LOSS BEFORE SHARE OF NET LOSS OF EQUITY METHOD INVESTEE:			(8,000	)			(278,000	)			(281,000	)			(312,000	)
SHARE OF NET LOSS OF EQUITY METHOD INVESTEE			(308,000	)			(532,000	)			(1,613,000	)			(1,597,000	)
NET LOSS		$	(316,000	)		$	(810,000	)		$	(1,894,000	)		$	(1,909,000	)
Net loss per share
Basic		$	(0.01	)		$	(0.03	)		$	(0.08	)		$	(0.08	)
Diluted		$	(0.01	)		$	(0.03	)		$	(0.08	)		$	(0.08	)
Weighted average common shares outstanding:
Basic			23,126,480				23,803,567				23,337,716				23,867,204
Diluted			23,126,480				23,803,567				23,337,716				23,867,204
Cash dividends declared per share		$	0.05			$	0.05			$	0.10			$	0.10
NET LOSS		$	(316,000	)		$	(810,000	)		$	(1,894,000	)		$	(1,909,000	)
OTHER COMPREHENSIVE LOSS
Net unrealized holding gain on corporate bonds and notes during the period, net of tax			—				14,000				—				14,000
COMPREHENSIVE LOSS		$	(316,000	)		$	(796,000	)		$	(1,894,000	)		$	(1,895,000	)

 

 NETWORK-1 TECHNOLOGIES, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		September 30, 2024				December 31, 2023
ASSETS   CURRENT ASSETS:
Cash and cash equivalents		$	14,315,000			$	16,896,000
Marketable securities, at fair value			27,201,000				28,571,000
Other current assets			141,000				206,000
TOTAL CURRENT ASSETS			41,657,000				45,673,000
OTHER ASSETS:
Patents, net of accumulated amortization			1,236,000				1,326,000
Equity investment			3,636,000				5,249,000
Operating leases right-of-use asset			43,000				16,000
Security deposit			13,000				13,000
Total Other Assets			4,928,000				6,604,000
TOTAL ASSETS		$	46,585,000			$	52,277,000
LIABILITIES AND STOCKHOLDERS’ EQUITY:   CURRENT LIABILITIES:
Accounts payable		$	371,000			$	125,000
Accrued payroll			6,000				378,000
Other accrued expenses			182,000				297,000
Operating lease obligation, current			40,000				23,000
Total Current Liabilities			599,000				823,000
LONG TERM LIABILITIES:
Deferred tax liability			407,000				762,000
TOTAL LIABILITIES			1,006,000				1,585,000
COMMITMENTS AND CONTINGENCIES (Note G)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value, authorized 10,000,000 shares; none issued and outstanding at September 30, 2024 and December 31, 2023			—				—
Common stock, $0.01 par value; authorized 50,000,000 shares;  23,110,495 and 23,553,908 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively			231,000				235,000
Additional paid-in capital			67,757,000				67,446,000
Accumulated deficit			(22,409,000	)			(16,989,000	)
TOTAL STOCKHOLDERS’ EQUITY			45,579,000				50,692,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	46,585,000			$	52,277,000

 

 

 

 

 

 

 

 

 

v3.24.3

Cover	Oct. 24, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 24, 2024
Entity File Number	001-15288
Entity Registrant Name	NETWORK-1 TECHNOLOGIES, INC.
Entity Central Index Key	0001065078
Entity Tax Identification Number	11-3027591
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	65 Locust Avenue, Third Floor,
Entity Address, City or Town	New Canaan
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06840
City Area Code	(203)
Local Phone Number	920-1055
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Title of 12(b) Security	Common Stock, par value $0.01 per share
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Security Exchange Name	NYSEAMER
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