What the changes say
- Top ten customers now provide 77% of revenue, up from 71%, increasing dependence on a few accounts.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
Although we achieved profitability for the fiscal year ended December 31, 2025, we have a history of operating losses, and we cannot provide assurance that we will maintain profitability
Despite $1,273 of 2025 net income, the $133,210 accumulated deficit and planned AI, fraud-detection, and sales investments could restore losses.
- NewRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
We rely on third-party mobile operating systems and hardware ecosystems that are outside our control
Apple, Google, POS manufacturers, and cloud providers could restrict device features, introduce competing identity tools, or disrupt Intellicheck’s software and data processing.
- NewRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
Our SaaS delivery model and internal operations depend heavily on third-party service providers, including cloud infrastructure services, data center operators, and software vendors. We also utilize third-party technology for some critical functions such as facial biometric matching and global document validation
Breaches, ransomware, outages, or malicious code from cloud, data-center, software, biometric-matching, or document-validation vendors could expose data and halt service.
- NewRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
originates with a third-party vendor. Such an event could result in substantial fines, legal claims, termination of customer contracts, and a loss of confidence in our ability to protect sensitive identity data
A vendor-originated breach could trigger liability, fines, customer-contract losses, Form 8-K disclosure, and reputational damage despite Board oversight.
- NewRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
A significant portion of our revenues is concentrated among a limited number of customers, and the loss or reduced usage of our products by one or more of these customers could materially adversely affect our results of operations
The ten largest customers generated 77% of 2025 revenue versus 71% in 2024, creating pricing pressure and difficult replacement risk.
- NewRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
regulatory fines, reputational harm, and requirements to alter our technology under laws like federal non-discrimination statutes
Privacy and non-discrimination requirements could bring fines, litigation, reputational harm, and costly changes to Intellicheck’s identity-verification technology.
- NewRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
Rapid advancements in generative artificial intelligence ("AI") and "deepfake" technology could render our identity verification solutions less effective
Generative AI, deepfakes, camera-injection attacks, and synthetic identities could evade fraud detection, causing customer losses, liability, and churn.
- NewRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
As of December 31, 2025, we had gross deferred tax assets of approximately $7,145, which were fully offset by a valuation allowance. These deferred tax assets consist primarily of federal and state net operating loss carryforwards of approximately $30,520 at the federal level and $3,670 at the state level
Intellicheck’s $7,145 deferred tax assets are fully reserved, while future earnings could release the allowance and materially change reported results.
- NewRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
determine that the expected future taxable income is insufficient to support the realization of our deferred tax assets, we could be required to increase the valuation allowance, which would result in additional income tax expense
Insufficient taxable income, ownership changes, tax-law changes, or expiring and limited NOL carryforwards could increase future taxes and reduce tax benefits.
Dropped
- DroppedRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
We have incurred losses since inception and losses may continue, which could result in a decline in the value of our securities and a loss of your investment
Continuing operating losses and the accumulated deficit could reduce security value and investor returns.
- DroppedRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
If any third party prevails in an action against us for infringement of its proprietary rights, we could be required to pay damages and either enter costly licensing arrangements or redesign our products so as to exclude any infringing use
- DroppedRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
Long lead times for the components used in certain products creates uncertainty in our supply chain and may prevent us from making required deliveries to our customers on time
- DroppedRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
We obtain certain hardware and services, as well as some software applications, from a limited group of suppliers, and our reliance on these suppliers involves significant risks, including reduced control over quality and delivery schedules
- DroppedRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
Security breaches and other disruptions could potentially compromise our information and expose us to liability, which would be harmful to our business
- DroppedRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
Our percentage of revenues and customer concentration is significant
- DroppedRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
trust. Additionally, evolving privacy laws and regulations specifically targeting biometric data could impose new compliance burdens on the company
- DroppedRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
The expansion of the use of artificial intelligence ("AI") within our business will pose ethical and bias mitigation challenges
- DroppedRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
Public health crises, such as COVID-19 or other similar pandemics in the future, can adversely impact our business
Third-party intellectual-property claims could require damages, licensing, redesigns, and costly product delays.
- DroppedRisks Related to Our Common Stock and the Market for Our Common Stock
Future capital requirements may require incurring debt or dilution of existing stockholders
Reworded
- 91% rewrittenRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
Disruptions at federal governmental agencies that we interact with, due to a reduction in workforce and/or inadequate funding, could prevent such agencies from performing normal functions on which our business relies, which could negatively impact our business
The risk now focuses on shutdowns, spending and staffing constraints, and policy changes that could impair agencies’ identification standards and reference-data sharing.
- 49% rewrittenRisks Related to Our Common Stock and the Market for Our Common Stock
Our share price may be volatile and could decline substantially
The stated trading range shifted to $1.65–$7.48 from January 2024 through March 2026, replacing the prior $0.75–$145.52 range.
- 44% rewrittenRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
If our future products incorporate technologies that infringe the proprietary rights of third parties, and we do not secure licenses from them, we could be liable for substantial damages
No substantive change; the risk still covers potential third-party infringement claims, licensing costs, management distraction, and product disruption.
- 43% rewrittenRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
The industry for our systems and software is evolving and its growth is uncertain
The company now says government budget and standards changes have already affected its government business, while continuing to cite uncertain demand and long commercial sales cycles.
- 41% rewrittenRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
We are subject to risks related to data privacy and the storage of biometric information
The risk now adds evolving biometric-privacy regulation and regulator scrutiny of demographic differences in AI fraud-detection performance.
- 29% rewrittenRisks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
Our business strategy exposes us to long sales and implementation cycles for our products
The risk is substantially unchanged, continuing to cite long sales cycles for banks, retailers, and government agencies plus budgetary and economic delays.
All 25 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry (All dollar amounts are rounded to thousands, except per share data)
- 01Although we achieved profitability for the fiscal year ended December 31, 2025, we have a history of operating losses, and we cannot provide assurance that we will maintain profitabilityNew
- 02Our proprietary software relies on reference data provided by government and quasi-government agencies. If these governmental and quasi-government agencies were to stop sharing data with us, the utility of our proprietary software would be diminished in those jurisdictions and our business would be damaged
- 03Disruptions at federal governmental agencies that we interact with, due to a reduction in workforce and/or inadequate funding, could prevent such agencies from performing normal functions on which our business relies, which could negatively impact our business91% rewritten
- 04Our business strategy exposes us to long sales and implementation cycles for our products29% rewritten
- 05The industry for our systems and software is evolving and its growth is uncertain43% rewritten
- 06Failure to manage our operations if they expand could impair our future growth
- 07Failure to protect our proprietary technology may impair our competitive position
- 08If our future products incorporate technologies that infringe the proprietary rights of third parties, and we do not secure licenses from them, we could be liable for substantial damages44% rewritten
- 09Failure to attract and retain management and other personnel may damage our operations and financial results and cause our stock price to decline
- 10We incur significant accounting and other control costs that impact our financial condition
- 11Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could cause our financial reports to be inaccurate
- 12We rely on third-party mobile operating systems and hardware ecosystems that are outside our controlNew
- 13Our SaaS delivery model and internal operations depend heavily on third-party service providers, including cloud infrastructure services, data center operators, and software vendors. We also utilize third-party technology for some critical functions such as facial biometric matching and global document validationNew
- 14originates with a third-party vendor. Such an event could result in substantial fines, legal claims, termination of customer contracts, and a loss of confidence in our ability to protect sensitive identity dataNew
- 15We are subject to risks associated with product failure and technological flaws
- 16We may not be able to keep up with rapid technological change
- 17A significant portion of our revenues is concentrated among a limited number of customers, and the loss or reduced usage of our products by one or more of these customers could materially adversely affect our results of operationsNew
- 18We are subject to risks related to data privacy and the storage of biometric information41% rewritten
- 19regulatory fines, reputational harm, and requirements to alter our technology under laws like federal non-discrimination statutesNew
- 20Rapid advancements in generative artificial intelligence ("AI") and "deepfake" technology could render our identity verification solutions less effectiveNew
- 21As of December 31, 2025, we had gross deferred tax assets of approximately $7,145, which were fully offset by a valuation allowance. These deferred tax assets consist primarily of federal and state net operating loss carryforwards of approximately $30,520 at the federal level and $3,670 at the state levelNew
- 22determine that the expected future taxable income is insufficient to support the realization of our deferred tax assets, we could be required to increase the valuation allowance, which would result in additional income tax expenseNew
Risks Related to Our Common Stock and the Market for Our Common Stock
- 23Our share price may be volatile and could decline substantially49% rewritten
- 24Because we do not intend to pay dividends on our Common Stock, stockholders will benefit from an investment in our stock only if it appreciates in value
- 25The Company's cash and cash equivalents could be adversely affected by bank failures or other events affecting financial institutions and could adversely affect our liquidity and financial performance
Other Intellicheck 10-Ks
- FY2024 10-K risk factors26 risks
Intellicheck faces high customer concentration with its top ten customers generating 71% of total revenues in 2024 and 2023. The company relies heavily on government reference data and COTS technology components while continuing to accumulate net losses. Emerging risks focus on biometric data privacy, AI ethics, and federal workforce reductions.
Filed Mar 31, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.