
FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission File No.: 001-15465 Intellicheck, Inc. (Exact name of Registrant as specified in its charter) Delaware11-3234779(State or Other Jurisdiction of(I.R.S. Employer Incorporation or Organization)Identification No.) 200 Broadhollow Road, Suite 207, Melville, NY 11747(Address of Principal Executive Offices) (Zip Code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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.YesNo Indicate by check mark whether the registrant has submitted electronically (§232.405 of this chapter) every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large acceleratedfilerAccelerated filerNon-accelerated filer☒Smaller reportingcompany☒Emerging GrowthCompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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's assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Issuer: $68,005,608 (basedupon the closing price of Issuer’s Common Stock, $0.001 par value, as of the last business day of the Issuer’s most recently completedsecond fiscal quarter (June 30, 2025)). Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date. DOCUMENTS INCORPORATED BY REFERENCE: Portions of Intellicheck, Inc.’s definitive Proxy Statement for its 2025 AnnualMeeting of Shareholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PART IItem 1.Business3Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments19Item 1C.Cybersecurity19Item 2.Properties20Item 3.Legal Proceedings20Item 4.Mine Safety Disclosures20 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities21Item 6.[Reserved]21Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 7A.Quantitative and Qualitative Disclosures About Market Risk27Item 8.Financial Statements and Supplementary Data27Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures27Item 9A.Controls and Procedures27Item 9B.Other Information28Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection28 Item