Form 8-K

8-K — NETWORK-1 TECHNOLOGIES, INC.

Accession: 0001072613-26-000634

Filed: 2026-08-10

Period: 2026-08-06

CIK: 0001065078

SIC: 6794 (PATENT OWNERS & LESSORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8k.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 6, 2026 (exh99-1.htm)

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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): August

6, 2026

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.)

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 ☐

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.

August 6, 2026, Network-1 Technologies, Inc. issued a press release announcing its financial results for the three months ended June

30, 2026. 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 August 6, 2026

104

Cover

Page Interactive Data File (embedded within the inline XBRL document)

-2-

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:    August

10, 2026

By:

/s/ Corey M.

Horowitz

Name:   Corey

M. Horowitz

Title:     Chairman

and Chief Executive Officer

-3-

EX-99.1 — PRESS RELEASE DATED AUGUST 6, 2026

EX-99.1

Filename: exh99-1.htm · Sequence: 2

Exhibit

99.1

FOR

IMMEDIATE RELEASE

Corey M. Horowitz, Chairman and CEO

Network-1

Technologies, Inc.

(917) 692-0000

NETWORK-1 REPORTS SECOND QUARTER 2026 RESULTS

New Canaan, Connecticut

— August 6, 2026 — Network-1 Technologies, Inc. (NYSE American: NTIP) (“Network-1”), a company specializing

in the acquisition, development, licensing and monetization of its intellectual property assets, today announced financial results for

the second quarter ended June 30, 2026.

For the three month

periods ended June 30, 2026 and 2025, Network-1 reported no revenue. For the six month period ended June 30, 2026, Network-1 reported

no revenue, compared to $150,000 of revenue for the six month period ended June 30, 2025.

Operating expenses

for the three month period ended June 30, 2026 were $1,013,000, compared to $720,000 for the comparable three month period in 2025. For

the six month period ended June 30, 2026, operating expenses were $2,428,000, compared to $1,515,000 for the six month period ended June

30, 2025. The increases in operating expenses were primarily due to higher litigation-related professional fees and related costs.

During the first half

of 2026, Network-1 recorded a gain of $1,052,000 related to the remeasurement of the carrying value of its investment in ILiAD Biotechnologies,

Inc. (“ILiAD”) following ILiAD’s closing of its $115,000,000 financing in February 2026. As a result of the financing,

Network-1 transitioned from the equity method of accounting to the cost method for its investment in ILiAD, which produced the accounting

gain recognized in the first quarter of 2026.

Network-1 reported

a net loss of $655,000, or $0.03 per share basic and diluted, for the three month period ended June 30, 2026, compared to a net loss

of $463,000, or $0.02 per share basic and diluted, for the comparable three month period ended June 30, 2025. For the six month period

ended June 30, 2026, Network-1 reported a net loss of $1,166,000, or $0.05 per share basic and diluted, compared to a net loss of $826,000,

or $0.04 per share basic and diluted, for the six month period ended June 30, 2025. The increases in net loss were primarily driven by

higher litigation related operating expenses, partially offset by the gain on the ILiAD investment and the absence of equity-method losses

in ILiAD in 2026.

Network-1 continues

to pursue four pending patent litigations involving its M2M/IoT, HFT and Cox patent portfolios. On June 27, 2025, Network-1 commenced

patent litigation against Samsung Electronics Co., LTD and Samsung Electronics America, Inc. (collectively, “Samsung”) in

the United States District Court for the Eastern District of Texas, Marshall Division, for infringement of six patents within Network-1’s

M2M/IoT Patent Portfolio. The lawsuit alleges that Samsung infringes the asserted patents by supporting certain eSIM (embedded Subscriber

Identification Module) and certain 5G technologies in its mobile devices, including its Galaxy smartphones, watches and tablets. A trial

date has been scheduled for June 7, 2027.

In connection with

Network-1’s litigation against Google and YouTube involving the Cox patent portfolio, in April 2026 the U.S. Court of Appeals for

the Federal Circuit issued an opinion overturning the judgment of non-infringement entered by the U.S. District Court for the Southern

District of New York relating to Network-1’s Patent No. 8,205,237 for certain implementations of Google’s Content ID system

and remanded the matter to the District Court for further proceedings. A trial date has been scheduled for December 7, 2026.

As of June 30, 2026,

Network-1’s principal sources of liquidity consisted of cash and cash equivalents and marketable securities of $33,752,000, and

working capital of $33,179,000. Management believes that based on Network-1’s current cash position, it has sufficient liquidity

to fund operations for the foreseeable future.

Network-1’s dividend

policy consists of semiannual cash dividends of $0.05 per share ($0.10 per share annually), historically paid in March and September.

During the six month period ended June 30, 2026, Network-1 declared and paid a semiannual cash dividend of $0.05 per share in March 2026

consistent with this policy. The dividend policy remains subject to 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.

During the three month period ended June

30, 2026, Network-1 repurchased 34,980 shares of its common stock at an aggregate cost of $51,000 (exclusive of commissions) under its

Share Repurchase Program. Since inception of the program in 2011 through June 30, 2026, Network-1 has repurchased approximately 10,682,470

shares at an aggregate cost of approximately $20,403,652 (exclusive of commissions) or an average per share price of approximately $1.91.

Combined with the approximately $25,400,000 in dividends paid beginning in 2010 through June 30, 2026, Network-1 has returned, through

dividends and share repurchases, in excess of $45,800,000 to its shareholders.

ABOUT

NETWORK-1 TECHNOLOGIES, INC.

Network-1

Technologies, Inc. is engaged in the acquisition, development, licensing and protection of intellectual property and proprietary technologies.

Network-1 works with inventors and patent owners to assist in the development and monetization of patented technologies. As of June 30,

2026, Network-1 owns 121 U.S. patents (54 expired) and 15 international patents covering various technologies, including enabling technology

for authenticating and using eSIM technology in Internet of Things Machine-to-Machine and other mobile devices, certain advanced technologies

related to high frequency trading, technologies relating to document stream operating systems and the identification of media content

and enabling technology to support, among other things, the interoperability of smart home IoT devices. Network-1’s current strategy

includes efforts to monetize its M2M/IoT, HFT, Cox and Smart Home 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 achieved in the past with respect to its Remote Power Patent and Mirror Worlds Patent Portfolio. Network-1’s Remote Power

Patent generated licensing revenue in excess of $188,000,000 and Network-1 achieved licensing and other revenue in excess of $47,000,000

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 Network-1’s Annual Report on Form 10-K for the year ended December 31, 2025 filed

with the Securities and Exchange Commission on March 13, 2026, including, but not limited to, Network-1’s uncertain revenue from

licensing its intellectual property, uncertainty as to the outcome of pending litigation involving Network-1’s HFT Patent Portfolio,

its M2M/IoT Patent Portfolio and its Cox Patent Portfolio, 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 M2M/IoT Patent Portfolio, HFT Patent Portfolio, Smart Home Portfolio and Cox Patent Portfolio, as well as a successful outcome

on its investment in ILiAD Biotechnologies, Inc. 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 to 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.

Network-1’s Condensed Consolidated

Balance Sheets and Condensed Consolidated Statements of Operations as of and for the three month and six month periods ended June 30,

2026 are attached.

NETWORK-1

TECHNOLOGIES, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

June

30,

2026

December

31,

2025

ASSETS

CURRENT

ASSETS:

(Unaudited)

Cash

and cash equivalents

$ 9,435,000

$ 13,402,000

Marketable

securities, at fair value

24,317,000

23,467,000

Other

current assets

149,000

237,000

TOTAL

CURRENT ASSETS

33,901,000

37,106,000

OTHER

ASSETS:

Patents, net

of accumulated amortization

1,766,000

1,479,000

Equity

investments

2,786,000

1,734,000

Security

deposit

13,000

Total

Other Assets

4,565,000

3,226,000

TOTAL

ASSETS

$ 38,466,000

$ 40,332,000

LIABILITIES

AND STOCKHOLDERS’ EQUITY:

CURRENT

LIABILITIES:

Accounts

payable

656,000

$ 253,000

Accrued

payroll

—

289,000

Other

accrued expenses

66,000

228,000

Total

Current Liabilities

722,000

770,000

LONG

TERM LIABILITIES:

Deferred

tax liability

245,000

—

TOTAL

LIABILITIES

967,000

770,000

COMMITMENTS

AND CONTINGENCIES (Note H)

—

STOCKHOLDERS’

EQUITY

Preferred stock, $0.01 par value, authorized 10,000,000 shares;

none issued and outstanding at June 30, 2026 and December 31, 2025

—

Common

stock, $0.01 par value; authorized 50,000,000 shares; 22,863,181 and 22,824,009 shares issued and outstanding at June 30, 2026 and December 31,

2025, respectively

229,000

228,000

Additional

paid-in capital

62,672,000

63,426,000

Accumulated

deficit

(25,402,000 )

(24,092,000 )

TOTAL

STOCKHOLDERS’ EQUITY

37,499,000

39,562,000

TOTAL

LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 38,466,000

$ 40,332,000

NETWORK-1

TECHNOLOGIES, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three

Months Ended

June 30,

Six

Months Ended

June 30,

2026

2025

2026

2025

REVENUE

$ —

$ 150,000

OPERATING

EXPENSES:

Costs of revenue

—

42,000

Professional

fees and related costs

481,000

164,000

1,256,000

285,000

General

and administrative

488,000

519,000

1,084,000

1,121,000

Amortization

of patents

44,000

37,000

88,000

67,000

TOTAL

OPERATING EXPENSES

1,013,000

720,000

2,428,000

1,515,000

OPERATING

LOSS

(1,013,000 )

(720,000 )

(2,428,000 )

(1,365,000 )

OTHER

INCOME:

Interest

and dividend income, net

350,000

445,000

734,000

929,000

Gain

on equity investment

—

1,052,000

—

Net

realized and unrealized gain (loss) on marketable securities

8,000

22,000

(279,000 )

171,000

Total

other income, net

358,000

467,000

1,507,000

1,100,000

LOSS

BEFORE INCOME TAXES AND SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE

(655,000 )

(253,000 )

(921,000 )

(265,000 )

INCOME

TAX PROVISION:

Current

—

(31,000 )

—

(31,000 )

Deferred

tax (benefit) expense, net

—

(38,000 )

245,000

(149,000 )

Total

income tax (benefit) expense

—

(69,000 )

245,000

(180,000 )

LOSS

BEFORE SHARE OF NET LOSS OF EQUITY METHOD INVESTEE:

(655,000 )

(184,000 )

(1,166,000 )

(85,000 )

OF NET LOSS OF EQUITY METHOD INVESTEE

—

(279,000 )

—

(741,000 )

NET LOSS

$ (655,000 )

$ (463,000 )

$ (1,166,000 )

$ (826,000 )

Net loss per share

Basic

$ (0.03 )

$ (0.02 )

$ (0.05 )

$ (0.04 )

Diluted

$ (0.03 )

$ (0.02 )

$ (0.05 )

$ (0.04 )

Weighted average common

shares outstanding:

Basic

22,836,456

22,873,907

22,824,937

22,883,729

Diluted

22,836,456

22,873,907

22,824,937

22,883,729

Cash dividends declared

per share

—

$ 0.05

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