Network-1 Technologies Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ___________.Commission File Number: 1-15288 NETWORK-1 TECHNOLOGIES, INC.(Exact Name of Registrant as Specified in Its Charter) 11-3027591(I.R.S. EmployerIdentification Number) Delaware (State or Other Jurisdiction ofIncorporation or Organization) 65 Locust Avenue, Third FloorNew Canaan, Connecticut 06840(Address of Principal Executive Offices) Registrant's telephone number, including area code:(203) 920-1055 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on whichregisteredNYSE American Common Stock $.01 par value Securities registered under Section 12(g) of the Act: Common Stock, $.01 par value(Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-OxleyAct (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatementsof the registrant included in this filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D.1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting and non-voting common stock held by non-affiliates computed byreference to the price at which the common stock was last sold as of June 30, 2025 was approximately $ 18,790,004based on the closing price as reported on NYSE American Exchange.Shares of voting stock held by each officer anddirector and by each person, who as of June 30, 2025, the last business day of the Registrant’s most recently completedsecond quarter, may be deemed to have beneficially owned more than 10% of the voting stock have been excluded. Thisdetermination of affiliate status is not necessarily a conclusive determination of affiliate status for any other purpose. The number of shares outstanding of Registrant's common stock as of March 9, 2026 was 22,793,308. NETWORK-1 TECHNOLOGIES, INC.2025 FORM 10-K TABLE OF CONTENTS PART I Item 1.Business2Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments18Item 1C.Cybersecurity18Item 2.Properties18Item 3.Legal Proceedings19Item 4.Mine Safety Disclosures20 PART II Item5.Market For Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities21Item 6.(Reserved)23Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations24Item 7A.Quantitative and Qualitative Disclosures About Market Risk29Item 8.Financial Statements and Supplementary Data29Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure29Item 9A.Controls and Procedures29Item 9B.Other Information30Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections30 PART III Item 10.Directors, Executive Officers and Corporate Governance31Item 11.Executive Compensation36Item 12.Security Ownership of Certain Beneficial Owners and Managementand RelatedStockholder Matters41Item 13.Certain Relationships and Related Transactions and Director Independence43Item 14.Principal Accountant Fees and Services43 PART IVItem 15