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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): November
2, 2023
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 November 2, 2023, Network-1 Technologies, Inc. issued a press release
announcing its financial results for the quarter ended September 30, 2023. A copy of the
press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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:
November 7, 2023 |
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 - November 2, 2023 - Network-1 Technologies, Inc. (NYSE AMERICAN: NTIP), a company specializing in the development, licensing,
and monetization of its intellectual property assets, today announced financial results for the quarter ended September 30, 2023.
Network-1 had
no revenue for the three month periods ended September 30, 2023 and 2022. For the nine month periods ended September 30, 2023 and 2022,
Network-1 recorded $820,000 and no revenue, respectively. The revenue for the nine months ended September 30, 2023 was from settlements
of several lawsuits relating to Network-1’s Remote Power Patent.
Network-1
realized a net loss of $810,000 or $0.03 per share basic and diluted for the three months ended September 30, 2023 compared
with net income of $2,226,000 or $0.09 per share basic and diluted for the three months ended September 30, 2022.
Network-1 realized
a net loss of $1,909,000 or $0.08 per share basic and diluted for the nine months ended September 30, 2023 compared with net
loss of $618,000 or $0.03 per share basic and diluted for the nine months ended September 30, 2022.
At
September 30, 2023, Network-1 had cash and cash equivalents and marketable securities of $44,568,000 and working capital of $44,267,000.
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.
To
date, Network-1 has invested an aggregate of $7,000,000 in ILiAD Biotechnologies, LLC, a privately held clinical stage biotechnology
company dedicated to the prevention of human disease caused by Bordetella pertussis. On March 10, 2023, ILiAD announced a peer reviewed
publication in The Lancet, which summarized its adult Phase 2b clinical study of BPZE1, its proprietary intranasal vaccine for the prevention
of pertussis (whooping cough). On September 5, 2023, ILiAD announced the first-ever demonstration of protection against B. pertussis
(whooping cough) colonization in its Phase 2b Human Challenge study of it BPZE1 vaccine. At September 30, 2023, Network-1 owned approximately
6.8% of the outstanding units of ILiAD on a non-fully diluted basis.
On
June 13, 2023, Network-1’s Board of Directors authorized an extension and increase of its Share Repurchase Program to repurchase
up to $5,000,000 of shares of its common stock over the subsequent 24 month period. The common stock may be repurchased from time to
time in open market transactions or privately negotiated transactions in its discretion. The timing and amount of the shares repurchased
is determined by management based on its evaluation of market conditions and other factors. The Share Repurchase Program may be increased,
suspended or discontinued at any time.
Since
the inception of the Share Repurchase Program through September 30, 2023, Network-1 has repurchased an aggregate of 9,523,982 shares
of its common stock at an aggregate cost of $18,455,467 (exclusive of commissions) or an average per share price of $1.94. During the
three months ended September 30, 2023, Network-1 repurchased an aggregate of 163,038 shares of its common stock at an aggregate cost
of $369,846 or an average per share price of $2.27. During the nine months ended September 30, 2023, Network-1 repurchased an aggregate
of 311,318 shares of its common stock at an aggregate cost of $697,733 (exclusive of commissions) or an average per share price of $2.24.
At September 30, 2023, the remaining dollar value of shares that may be repurchased under the Share Repurchase Program was $4,630,154.
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 September 8, 2023, the Board of Directors of Network-1 declared a semi-annual cash
dividend of $0.05 per common share which was paid on September 29, 2023 to all common stockholders of record as of
September 19, 2023. On March 3, 2023, Network-1’s Board of Directors declared a semi-annual cash dividend of $0.05 per share which
was paid on March 31, 2023 to all shareholders of record as of March 15, 2023. 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 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 ninety-nine (99) U.S. patents and fourteen (14)
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 $187,000,000 from May 2007 through September 30, 2023. Network-1 has achieved licensing
and other revenue of $47,150,000 through September 30, 2023 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, 2022 and its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 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 Cox Patent Portfolio and Remote Power Patent, whether Network-1 will be successful
in its appeal to the Federal Circuit of the District Court judgement 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, 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.
-2-
NETWORK-1
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| | |
| | | |
| | | |
| | | |
| | |
| | |
Three Months
Ended
September 30, | | |
Nine Months
Ended
September 30, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
| | | |
| | | |
| | | |
| | |
| REVENUE | |
$ | — | | |
$ | — | | |
$ | 820,000 | | |
$ | — | |
| | |
| | | |
| | | |
| | | |
| | |
| OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
| Costs of revenue | |
| — | | |
| — | | |
| 232,000 | | |
| — | |
| Professional fees and related costs | |
| 109,000 | | |
| 117,000 | | |
| 466,000 | | |
| 524,000 | |
| General and administrative | |
| 679,000 | | |
| 639,000 | | |
| 2,070,000 | | |
| 1,812,000 | |
| Amortization of patents | |
| 71,000 | | |
| 82,000 | | |
| 236,000 | | |
| 233,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| TOTAL OPERATING EXPENSES | |
| 859,000 | | |
| 838,000 | | |
| 3,004,000 | | |
| 2,569,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| OPERATING LOSS | |
| (859,000 | ) | |
| (838,000 | ) | |
| (2,184,000 | ) | |
| (2,569,000 | ) |
OTHER INCOME
(LOSS): | |
| | | |
| | | |
| | | |
| | |
| Interest and dividend income, net | |
| 406,000 | | |
| 321,000 | | |
| 1,161,000 | | |
| 532,000 | |
| Gain on conversion of note | |
| — | | |
| 271,000 | | |
| — | | |
| 271,000 | |
| Gain on equity method investment | |
| — | | |
| 3,727,000 | | |
| — | | |
| 3,727,000 | |
| Net realized and unrealized gain (loss) on marketable securities | |
| 131,000 | | |
| (268,000 | ) | |
| 420,000 | | |
| (1,358,000 | ) |
| Total other (loss) income, net | |
| 537,000 | | |
| 4,051,000 | | |
| 1,581,000 | | |
| 3,172,000 | |
(LOSS)
INCOME BEFORE INCOME TAXES AND SHARE OF NET LOSS OF EQUITY METHOD INVESTEE | |
| (322,000 | ) | |
| 3,213,000 | | |
| (603,000 | ) | |
| 603,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| INCOME TAXES PROVISION: | |
| | | |
| | | |
| | | |
| | |
| Current | |
| (13,000 | ) | |
| (274,000 | ) | |
| (13,000 | ) | |
| (274,000 | ) |
| Deferred taxes, net | |
| (31,000 | ) | |
| 976,000 | | |
| (278,000 | ) | |
| 422,000 | |
| Total income tax benefit (expense) | |
| (44,000 | ) | |
| 702,000 | | |
| (229,000 | ) | |
| 148,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| (LOSS) INCOME BEFORE SHARE OF NET
LOSS OF EQUITY METHOD INVESTEE: | |
| (278,000 | ) | |
| 2,511,000 | | |
| (312,000 | ) | |
| 455,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| SHARE OF NET LOSS OF EQUITY METHOD
INVESTEE | |
| (532,000 | ) | |
| (285,000 | ) | |
| (1,597,000 | ) | |
| (1,073,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| NET (LOSS) INCOME | |
$ | (810,000 | ) | |
$ | 2,226,000 | | |
$ | (1,909,000 | ) | |
$ | (618,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss) income per share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.03 | ) | |
$ | 0.09 | | |
$ | (0.08 | ) | |
$ | (0.03 | ) |
| Diluted | |
$ | (0.03 | ) | |
$ | 0.09 | | |
$ | (0.08 | ) | |
$ | (0.03 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 23,803,567 | | |
| 23,765,089 | | |
| 23,867,204 | | |
| 23,830,702 | |
| Diluted | |
| 23,803,567 | | |
| 24,065,724 | | |
| 23,867,204 | | |
| 23,830,702 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cash dividends declared per share | |
$ | 0.05 | | |
$ | 0.05 | | |
$ | 0.10 | | |
$ | 0.10 | |
| | |
| | | |
| | | |
| | | |
| | |
| NET (LOSS) INCOME | |
$ | (810,000 | ) | |
$ | 2,226,000 | | |
$ | (1,909,000 | ) | |
$ | (618,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
OTHER
COMPREHENSIVE INCOME (LOSS) Net
unrealized holding gain (loss) on corporate bonds and notes during the period, net of tax | |
| 14,000 | | |
| 2,000 | | |
| 14,000 | | |
| (2,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| COMPREHENSIVE (LOSS) INCOME | |
$ | (796,000 | ) | |
$ | 2,228,000 | | |
$ | (1,895,000 | ) | |
$ | (620,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
-3-
NETWORK-1
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| | |
| | | |
| | |
| | |
September
30, 2023 | | |
December
31, 2022 | |
ASSETS CURRENT
ASSETS: | |
| | | |
| | |
| Cash
and cash equivalents | |
$ | 20,886,000 | | |
$ | 13,448,000 | |
| Marketable securities,
at fair value | |
| 23,682,000 | | |
| 34,991,000 | |
| Prepaid taxes | |
| 308,000 | | |
| 177,000 | |
| Other current assets | |
| 41,000 | | |
| 348,000 | |
|
TOTAL
CURRENT ASSETS | |
| 44,917,000 | | |
| 48,964,000 | |
|
OTHER
ASSETS: | |
| | | |
| | |
| Patents, net
of accumulated amortization | |
| 1,356,000 | | |
| 1,592,000 | |
| Equity investment | |
| 5,655,000 | | |
| 7,252,000 | |
| Operating leases
right-of-use asset | |
| 16,000 | | |
| 161,000 | |
| Security deposit | |
| 13,000 | | |
| — | |
| Total Other Assets | |
| 7,040,000 | | |
| 9,005,000 |
|
| TOTAL
ASSETS | |
$ | 51,957,000 | | |
$ | 57,969,000 |
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY: CURRENT
LIABILITIES: | |
| | | |
| | |
| Accounts payable | |
$ | 250,000 | | |
$ | 507,000 | |
| Income taxes payable | |
| 26,000 | | |
| 115,000 | |
| Accrued payroll | |
| 1,000 | | |
| 317,000 | |
| Other accrued expenses | |
| 350,000 | | |
| 587,000 | |
| Operating lease
obligation, current | |
| 23,000 | | |
| 79,000 | |
| Total Current Liabilities | |
| 650,000 | | |
| 1,605,000 | |
|
LONG
TERM LIABILITIES: | |
| | | |
| | |
| Deferred tax liability | |
| 883,000 | | |
| 1,161,000 | |
| Operating lease
obligation, non-current | |
| — | | |
| 94,000 | |
| TOTAL
LIABILITIES | |
$ | 1,533,000 | | |
$ | 2,860,000 |
|
|
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, 2023 and December 31, 2022 | |
| — | | |
| — | |
| Common stock, $0.01
par value; authorized 50,000,000 shares; 23,659,472 and 23,863,639 shares issued and outstanding at September 30, 2023 and December 31,
2022, respectively | |
| 236,000 | | |
| 239,000 | |
| Additional paid-in capital | |
| 67,326,000 | | |
| 66,939,000 | |
| Accumulated deficit | |
| (17,138,000 | ) | |
| (12,055,000 | ) |
| Accumulated other comprehensive loss | |
| — | | |
| (14,000 | ) |
| TOTAL STOCKHOLDERS’
EQUITY | |
| 50,424,000 | | |
| 55,109,000 |
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 51,957,000 | | |
$ | 57,969,000 | |
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