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Form 8-K

sec.gov

8-K — ACCESS Newswire Inc.

Accession: 0001683168-26-006187

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0000843006

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — access_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (access_ex9901.htm)

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8-K — CURRENT REPORT

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2026-08-11

2026-08-11

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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 11, 2026

______________________

ACCESS

Newswire Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware

1-10185

26-1331503

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer Identification

No.)

One Glenwood Drive, Suite 1001, Raleigh, NC

27603

(Address of principal executive offices) (Zip

Code)

Registrant’s telephone number,

including area code (888) 808-ACCS

(2227)

N/A

(Former name or former address, if changed since

last report)

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 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 checkmark

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. ☐

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 $0.001

ACCS

NYSE American

Item 2.02 — Results of Operations and

Financial Condition

On August 11, 2026, ACCESS

Newswire Inc. (the “Company”) issued a press release reporting the Company’s results for the three and six months ended

June 30, 2026. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in Item

2.02 of this report, including the press release attached as Exhibit 99.1, is furnished and shall not be deemed to be “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Furthermore, such information shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities

Act of 1933, as amended.

Item 9.01 — Financial Statements and

Exhibits

(d) Exhibits:

Exhibit No.

Description

99.1

Press Release issued by the Company on August 11, 2026.

104

Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

2

SIGNATURES

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.

ACCESS Newswire Inc.

Date: August 11, 2026

By:

/s/ Brian R. Balbirnie

Brian R. Balbirnie

Chief Executive Officer

3

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release issued by the Company on August 11, 2026.

104

Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

4

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: access_ex9901.htm · Sequence: 2

Exhibit 99.1

ACCESS Newswire

Reports Second Quarter 2026 Results

Average ARR and cashflow from operations

continue to increase over PY, as Adjusted EBITDA remains positive

·

Average ARR for subscriptions per customer at the end of Q2 2026 increased to $12,718, up from $11,039 at the end of Q2 2025

·

Q2 2026 Adjusted EBITDA was $642,000 compared to $836,000 for Q2 2025

·

Q2 2026 revenue increased to $5.6M compared to $5.3M in Q1 2026 and consistent with Q2 2025

·

Gross margin decreased to 73% compared to 76% in Q2 2025

·

Cash flow from operations was $173,000 compared to $871,000 in Q1 2026 and $135,000 in Q2 2025

RALEIGH, NC / ACCESS

Newswire / ACCESS Newswire Inc. (NYSE American:ACCS), a leading business communications company, today reported its operating results

for the three and six months ended June 30, 2026.

“As we enter the

second half of the year, we continue to lay the groundwork for long-term growth at ACCESS. We’re encouraged by the momentum from our Social

Monitoring platform and Insight & Analytics Report, two new products we released in the last 90 days. As we focus on product innovation,

we are on track to release several more product enhancements before year-end. Our sales and marketing efforts are working to turn that

innovation into customer and revenue growth in our subscription business,” said Brian R. Balbirnie, ACCESS Newswire’s Founder

and Chief Executive Officer. “We believe we have entered a new phase of the business communications marketplace, as we deliver one

of the most comprehensive Investor Relations and Public Relations platforms in the industry. We are confident in our ability to continue

strengthening our competitive position.”

Mr. Balbirnie added,

“We executed well on our operational goals for this quarter. First, we continued our buyback of common shares, with aggregate repurchases

totaling 62,000 for approximately $0.5 million at quarter-end. Second, we increased our investment in sales and marketing this quarter

as we believe our industry is positioned for renewed growth and we intend to have the team capture it. Third, we drove operational efficiencies

across the business by reducing general and administrative expenses by 23% for the quarter and have implemented initiatives to bring down

costs of revenues by approximately $150 thousand in the back half of the year.”

Second Quarter 2026 Highlights:

·

Revenue - Total revenue for Q2 2026 was $5.6M, an increase of 5% compared to $5.3M in Q1 2026 and consistent with Q2 2025. The increase in revenue compared to the prior quarter is primarily due to a 10% increase in volume from our core press release business due to the seasonal nature of press release volume being lower during the first quarter. Core press release revenue for Q2 2026 increased 2% compared to Q2 2025, however was offset by lower revenue from our webcasting business, due to less virtual annual meetings and activity from resellers, and lower revenue from our ProPlan product.

·

Gross Margin - Gross margin for Q2 2026 was $4.1M, or 73% of revenue, compared to $4.0M, or 74% of revenue, in Q1 2026 and $4.3M, or 76% of revenue in Q2 2025. The decrease in gross margin is primarily due to an increase in press release distribution costs due to a combination of new partners, increased prices from current partners and additional usage under variable contracts.

·

Operating Loss - Operating loss was $0.3M for

Q2 2026, an increase compared to $0.2M in Q2 2025, primarily due to the decrease in gross margin. However, total operating expenses

decreased slightly to $4.4M from $4.5M as savings in general and administrative and product development expenses were partially

offset by additional marketing investments made in advertising and tradeshows.

1

·

Loss from continuing operations – On a GAAP basis, net loss from continuing operations was $0.4M, or $0.09 per diluted share, for Q2 2026 compared to $0.2M, or $0.06 per diluted share in Q2 2025.

·

Non-GAAP Measures – EBITDA was $0.5M, or 8% of revenue, for Q2 2026 compared to $0.5M, or 9% of revenue for Q2 2025. Adjusted EBITDA was $0.6M, or 11% of revenue, for Q2 2026 compared to $0.8M, or 15% of revenue, for Q2 2025. Non-GAAP net income for Q2 2026 was $0.3M, or $0.08 per diluted share, compared to $0.6M, or $0.14 per diluted share, during Q2 2025. Adjusted free cash flow was $50,000 for Q2 2026 compared to $250,000 in Q2 2025.

First Half 2026 Highlights:

·

Revenue - Total revenue for the first half of 2026 was $10.9M, a decrease of 1% compared to $11.1M during the first half of 2025. The decrease is primarily due to a decrease in revenue from our webcasting products due to lower revenue from resellers and virtual annual meetings and ProPlan products due to customer attrition. Revenue from our core press release business increased 1% during the first half of 2026 as compared to the same periods of the prior year.

·

Gross Margin - Gross margin for the first half of 2026 was $8.1M, or 74% of revenue, as compared to $8.6M, or 77% of revenue during the first half of 2025. The decrease in gross margin is primarily due to an increase in press release distribution costs due to a combination of new partners, increased prices from current partners and additional usage under variable contracts.

·

Operating Loss - Operating loss was $1.0M for the first half of 2026 compared to $0.9M during the first half of 2025.  This increase is primarily due to the decrease in gross margin, partially offset by a decrease in operating expenses of $0.4M. The decrease in operating expenses is primarily due to lower stock compensation expense, bad debt expense and higher capitalized software costs, partially offset by an increase in our marketing investment with an increase in advertising and tradeshow expenses.

·

Loss from continuing operations – On a GAAP basis, net loss from continuing operations was $1.0M, or $0.25 per diluted share, for the first half of 2026, compared to $1.0M, or $0.26 per share, for the first half of 2025.

·

Non-GAAP Measures – EBITDA was consistent at $0.5M, or 4% of revenue, for both the first half of 2026 and 2025. Adjusted EBITDA was $1.2M, or 11% of revenue, for the first half of 2026 compared to $1.4M, or 13% of revenue for the first half of 2025. Non-GAAP net income for the first half of 2026 was $0.7M, or $0.18 per diluted share, compared to $0.8M, or $0.20 per diluted share, for the first half of 2025. Adjusted free cash flow was $1.0M for the first half of 2026 compared to $1.2M during the first half of 2025.

Key Performance Indicators:

·

As of June 30, 2026, we had 14,583 customers who had an active contract during the past twelve months.

·

Subscription customers increased during the quarter to 1,162, inclusive of 115 subscribers from our EDU platform as of June 30, 2026.

·

Average ARR for subscriptions per customer at the end of the quarter was $12,718 which does not include EDU customers, up from $11,039 as of June 30, 2025.

2

Non-GAAP Financial Measures

The non-GAAP adjustments

referenced below and herein relate to the exclusion of stock-based compensation, amortization of acquisition-related intangible assets

and other expenses the Company believes to be non-recurring. A reconciliation of GAAP to non-GAAP historical financial measures has been

provided in the tables at the end of this press release.

Management believes that

the use of EBITDA from continuing operations, Adjusted EBITDA from continuing operations, non-GAAP net income from continuing operations,

non-GAAP net income from continuing operations per share, free cash flow and adjusted free cash flow is helpful to its investors. These

measures, which are referred to as non-GAAP financial measures, are not prepared in accordance with generally accepted accounting principles

in the United States, or GAAP. Our management uses these non-GAAP financial measures as tools for financial and operational decision making

and for evaluating our own operating results over different periods of time.

EBITDA from continuing

operations is calculated by excluding depreciation and amortization, interest expense, net, and income taxes from the loss from continuing

operations. Adjusted EBITDA also excludes certain other expenses which the Company believes to be non-recurring as well as the gain or

loss on the change in fair value of our interest rate swap. Non-GAAP net income from continuing operations is calculated by excluding

stock-based compensation expense and amortization expense for acquisition-related intangible assets from loss from continuing operations

and certain other adjustments noted in the tables below. Non-GAAP net income from continuing operations per share is calculated by dividing

non-GAAP net income from continuing operations by the weighted-average diluted shares outstanding as presented in the calculation of GAAP

net loss from continuing operations per share. Because of varying available valuation methodologies, subjective assumptions and the variety

of equity instruments that can impact a company’s non-cash expenses, management believes that providing non-GAAP financial measures

that exclude stock-based compensation expense allows for more meaningful comparisons between its operating results from period to period.

For business combinations, management generally allocates a portion of the purchase price to intangible assets. The amount of the allocation

is based on estimates and assumptions made by management and is subject to amortization. The amount of purchase price allocated to intangible

assets and the term of its related amortization can vary significantly and are unique to each acquisition and thus management does not

believe they are reflective of ongoing operations.

Free cash flow, a non-GAAP

measure, represents cash flow from operating activities less purchase of property and equipment and capitalized software. Adjusted free

cash flow also deducts certain cash payments which the Company believe to be non-recurring in nature. Management considers free cash flow

and adjusted free cash flow to be liquidity measures that provide useful information to investors about the amount of cash generated or

used by the business.

Non-GAAP financial measures

may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in the

industry may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures

because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used

by other companies and exclude expenses that may have a material impact on our reported financial results.

The presentation of non-GAAP

financial information below and herein are not meant to be considered in isolation or as a substitute for the directly comparable financial

measures prepared in accordance with GAAP. Investors should review the reconciliation of non-GAAP financial measures to the comparable

GAAP financial measures included below and not rely on any single financial measure to evaluate our business.

3

RECONCILIATION OF SELECTED GAAP MEASURES

TO NON-GAAP MEASURES

($ in ’000’s, except per share amounts)

CALCULATION OF EBITDA & ADJUSTED EBITDA

Three Months Ended June 30,

2026

2025

Amount

Amount

Net loss from continuing operations:

$ (354 )

$ (239 )

Adjustments:

Depreciation and amortization

716

739

Interest expense, net

39

(11 )

Income tax expense (benefit)

53

(9 )

EBITDA from continuing operations

454

480

Acquisition and/or integration costs (1)

72

Other non-recurring expenses (2)

42

95

Stock-based compensation expense (3)

146

189

Adjusted EBITDA from continuing operations:

$ 642

$ 836

Six Months Ended June 30,

2026

2025

Amount

Amount

Net loss from continuing operations:

$ (965 )

$ (1,004 )

Adjustments:

Depreciation and amortization

1,432

1,481

Interest expense, net

77

193

Income tax benefit

(68 )

(194 )

EBITDA from continuing operations

476

476

Acquisition and/or integration costs (1)

201

Other non-recurring expenses (2)

320

331

Stock-based compensation expense (3)

410

392

Adjusted EBITDA from continuing operations:

$ 1,206

$ 1,400

(1)

This adjustment gives effect to one-time corporate projects, including acquisition, divestiture and integration related expenses, incurred during the periods.

(2)

For the three and six months ended June 30, 2026, this adjustment gives effect to the gain on the change in fair value of our interest rate swap of $8,000 and $19,000, respectively and non-recurring fees of $50,000 and $339,000, respectively. For the three months ended June 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $10,000 and non-recurring fees of $85,000. For the six months ended June 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $79,000, as well as corporate re-brand costs of $132,000 and non-recurring fees of $120,000.

(3)

The adjustments represent stock-based compensation expense from continuing operations related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.

4

CALCULATION OF NON-GAAP NET INCOME

Three Months Ended June 30,

2026

2025

Amount

Per diluted

share

Amount

Per diluted

share

Net loss from continuing operations:

$ (354 )

$ (0.09 )

$ (239 )

$ (0.06 )

Adjustments:

Amortization of intangible assets(1)

619

0.16

630

0.16

Stock-based compensation expense(2)

146

0.04

189

0.05

Other unusual items(3)

42

0.01

167

0.04

Discrete items impacting income tax expense(4)

13

16

Tax impact of adjustments(5)

(170 )

(0.04 )

(207 )

(0.05 )

Non-GAAP net income from continuing operations:

$ 296

$ 0.08

$ 556

$ 0.14

Weighted average number of common shares outstanding – diluted

3,862

3,857

Six Months Ended June 30,

2026

2025

Amount

Per diluted

share

Amount

Per diluted

share

Net loss from continuing operations:

$ (965 )

$ (0.25 )

$ (1,004 )

$ (0.26 )

Adjustments:

Amortization of intangible assets(1)

1,240

0.32

1,260

0.33

Stock-based compensation expense(2)

410

0.11

392

0.10

Other unusual items(3)

320

0.08

532

0.14

Discrete items impacting income tax expense(4)

113

0.03

41

0.01

Tax impact of adjustments(5)

(414 )

(0.11 )

(459 )

(0.12 )

Non-GAAP net income from continuing operations:

$ 704

$ 0.18

$ 762

$ 0.20

Weighted average number of common shares outstanding – diluted

3,857

3,850

(1)

The adjustments represent the amortization of intangible assets related to acquired assets and companies.

(2)

The adjustments represent stock-based compensation expense from continuing operations related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.

(3)

For the three and six months ended June 30, 2026, this adjustment gives effect to the gain on the change in fair value of our interest rate swap of $8,000 and $19,000, respectively and non-recurring fees of $50,000 and $339,000, respectively. For the three months ended June 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $10,000 and non-recurring fees, including acquisition, integration and divestiture costs of $157,000. For the six months ended June 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $79,000, as well as corporate re-brand costs of $132,000 and non-recurring fees, including acquisition, integration and divestiture costs of $321,000.

(4)

This adjustment gives effect to discrete items that impact income tax expense. For the three and six months ended June 30, 2026 and 2025, this relates to additional expense associated with vesting of stock-based compensation awards.

(5)

This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal tax rate of 21%.

5

CALCULATION OF FREE CASH FLOW AND ADJUSTED FREE CASH FLOW

Three Months Ended June 30,

2026

2025

Net cash provided by operating activities (GAAP)

$

173

$

135

Payments for purchase of fixed assets and capitalized software

(123

)

Free cash flow from continuing operations (Non-GAAP)

50

135

Cash paid for acquisition and integration related items (1)

31

Cash paid for other unusual items (2)

84

Adjusted free cash flow from continuing operations (Non-GAAP)

$

50

$

250

Six Months Ended June 30,

2026

2025

Net cash provided by operating activities (GAAP)

$

1,044

$

882

Payments for purchase of fixed assets and capitalized software

(231

)

(35

)

Free cash flow from continuing operations (Non-GAAP)

813

847

Cash paid for acquisition and integration related items (1)

118

Cash paid for other unusual items (2)

189

252

Adjusted free cash flow from continuing operations (Non-GAAP)

$

1,002

$

1,217

(1)

This adjustment gives effect to one-time corporate projects, including acquisition, divestiture and integration related expenses, paid during the periods.

(2)

For the six months ended June 30, 2026, this relates to payments related to non-recurring expenses. For the three and six months ended June 30, 2025, this relates to payments related to our corporate re-brand and other non-recurring fees.

Conference Call Information

To participate in this event, dial approximately

5 to 10 minutes before the beginning of the call.

Date:

August 11, 2026

Time:

9:00 a.m. eastern time

Toll & Toll Free:

973-528-0011 | 888-506-0062

Access Code:

737189

Live Webcast:

https://www.webcaster5.com/Webcast/Page/2667/54337

Conference Call Replay Information

The replay will be available beginning approximately

1 hour after the completion of the live event.

Toll & Toll Free:

919-882-2331 | 877-481-4010

Passcode:

54337

Webcast Replay & Transcript

https://investors.accessnewswire.com/events-presentations

About ACCESS Newswire Inc.

We are ACCESS Newswire,

a globally trusted Public Relations (PR) and Investor Relations (IR) solutions provider. With a focus on innovation, customer service,

and value-driven offerings, ACCESS Newswire empowers brands to connect with their audiences where it matters most. From startups and scale-ups

to multi-billion-dollar global brands, we ensure your most important moments make an impact and resonate with your audiences. To learn

more visit www.accessnewswire.com.

6

Forward-Looking Statements

Certain statements in

this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934,

as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company’s future

financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of

activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any

forward-looking statements. In particular, statements about the Company’s expectations, beliefs, plans, objectives, assumptions,

future events or future performance contained in this press release are forward-looking statements. In some cases, forward-looking statements

can be identified by terminology such as “may,” “will,” “could,” “would,” “should,”

“expect,” “plan,” “anticipate,” “intend,” “believe,” “commit,”

“estimate,” “predict,” “potential,” “outlook,” “guidance,” “target,”

“goal,” “project,” “continue to,” “confident,” or the negative of those terms or other

comparable terminology. The forward-looking statements in this press release include, among other things, our continuing to lay the groundwork

for long-term growth at ACCESS, our belief we have entered a new phase of the business communications marketplace as we deliver one of

the most comprehensive Investor Relations and Public Relations platforms in the industry and our confidence in our ability to continue

strengthening our competitive position.

Please see the Company’s

documents filed or to be filed with the Securities and Exchange Commission at www.sec.gov, including the Company’s Annual Reports

filed on Form 10-K, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and Quarterly Reports

on Form 10-Q, and any amendments thereto for a discussion of certain important risk factors that relate to forward-looking statements

contained in this report. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and

projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking

statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control.

These and other important factors may cause actual results, performance or achievements to differ materially from those expressed or implied

by these forward-looking statements. Any forward-looking statements are made only as of the date hereof, and unless otherwise required

by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether

as a result of new information, future events or otherwise.

For Further Information:

ACCESS Newswire Inc.

Brian R. Balbirnie

(919)-481-4000

brianb@accessnewswire.com

Hayden IR

Brett Maas

(646)-536-7331

brett@haydenir.com

Hayden IR

James Carbonara

(646)-755-7412

james@haydenir.com

7

ACCESS NEWSWIRE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and

per share amounts)

June 30, 2026

December 31, 2025

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$ 2,962

$ 3,025

Accounts receivable (net of allowance for credit losses of $1,452 and $1,336, respectively)

3,450

3,884

Income tax receivable

33

Other current assets

1,172

1,513

Total current assets

7,617

8,422

Capitalized software (net of accumulated amortization of $4,061 and $3,923, respectively)

899

828

Fixed assets (net of accumulated depreciation of $723 and $669, respectively)

103

136

Right-of-use asset – leases

243

324

Other long-term assets

37

73

Goodwill

19,043

19,043

Intangible assets (net of accumulated amortization of $10,765 and $9,525, respectively)

8,235

9,475

Deferred tax asset

3,865

3,691

Total assets

$ 40,042

$ 41,992

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 1,566

$ 1,501

Accrued expenses

1,725

1,769

Income tax payable

65

133

Current portion of Notes payable

870

870

Deferred revenue

5,072

5,265

Total current liabilities

9,298

9,538

Long-term debt (net of debt discount of $43 and $52, respectively)

1,260

1,686

Deferred tax liability

92

86

Interest rate swap liability

1

20

Lease liabilities – long-term

137

317

Total liabilities

10,788

11,647

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

Common stock $0.001 par value, 20,000,000 shares authorized, 3,854,504 and 3,850,435 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

4

4

Additional paid-in capital

25,085

25,005

Other accumulated comprehensive loss

(174 )

(96 )

Retained earnings

4,339

5,432

Total stockholders’ equity

29,254

30,345

Total liabilities and stockholders’ equity

$ 40,042

$ 41,992

8

ACCESS NEWSWIRE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF

OPERATIONS

(UNAUDITED)

(in thousands, except per share

amounts)

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

June 30,

June 30,

2026

2025

2026

2025

Revenues

$ 5,618

$ 5,621

$ 10,945

$ 11,097

Cost of revenues

1,506

1,336

2,882

2,539

Gross profit

4,112

4,285

8,063

8,558

Operating costs and expenses:

General and administrative

1,350

1,752

3,131

3,705

Sales and marketing expenses

1,889

1,462

3,570

3,056

Product development

533

655

1,093

1,388

Depreciation and amortization

647

665

1,294

1,335

Total operating costs and expenses

4,419

4,534

9,088

9,484

Operating loss

(307 )

(249 )

(1,025 )

(926 )

Interest income (expense), net

(39 )

11

(77 )

(193 )

Other income (expense), net

45

(10 )

69

(79 )

Income (loss) before taxes

(301 )

(248 )

(1,033 )

(1,198 )

Income tax expense (benefit)

53

(9 )

(68 )

(194 )

Net loss from continuing operations

(354 )

(239 )

(965 )

(1,004 )

Net income (loss) from discontinued operations, net of tax

(128 )

(236 )

(128 )

5,916

Net income (loss)

$ (482 )

$ (475 )

$ (1,093 )

$ 4,912

Loss from continuing operations per share – basic

$ (0.09 )

$ (0.06 )

$ (0.25 )

$ (0.26 )

Loss from continuing operations per share – fully diluted

$ (0.09 )

$ (0.06 )

$ (0.25 )

$ (0.26 )

Income from discontinued operations per share – basic

$ (0.03 )

$ (0.06 )

$ (0.03 )

$ 1.54

Income from discontinued operations per share – fully diluted

$ (0.03 )

$ (0.06 )

$ (0.03 )

$ 1.54

Income (loss) per share – basic

$ (0.12 )

$ (0.12 )

$ (0.28 )

$ 1.28

Income (loss) per share – fully diluted

$ (0.12 )

$ (0.12 )

$ (0.28 )

$ 1.28

Weighted average number of common shares outstanding – basic

3,862

3,856

3,857

3,849

Weighted average number of common shares outstanding – fully diluted

3,862

3,857

3,857

3,850

9

ACCESS NEWSWIRE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF

CASH FLOWS

(UNAUDITED)

(in thousands)

For the Six Months Ended

June 30,

June 30,

2026

2025

Cash flows from operating activities:

Net income (loss)

$ (1,093 )

$ 4,912

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Gain on disposal of business

192

(8,974 )

Depreciation and amortization

1,432

1,509

Provision for credit losses

268

976

Change in fair value of interest rate swap

(19 )

78

Deferred income taxes

(167 )

(415 )

Stock-based compensation expense

410

469

Non-cash interest expense

9

9

Changes in operating assets and liabilities:

Decrease (increase) in accounts receivable

155

(680 )

Decrease (increase) in other assets

264

226

Increase (decrease) in accounts payable

67

131

Increase (decrease) in income tax payable

(98 )

2,626

Increase (decrease) in accrued expenses and other liabilities

(221 )

341

Increase (decrease) in deferred revenue

(155 )

(326 )

Net cash provided by operating activities

1,044

882

Cash flows from investing activities:

Proceeds from Sale of Compliance Business

12,000

Capitalized software

(209 )

(23 )

Purchase of fixed assets

(22 )

(12 )

Net cash provided by (used in) investing activities

(231 )

11,965

Cash flows from financing activities:

Payment of principal of Note Payable

(435 )

(12,957 )

Payment for stock repurchase and retirement

(331 )

Net cash used in financing activities

(766 )

(12,957 )

Net change in cash and cash equivalents

47

(110 )

Cash and cash equivalents – beginning

3,025

4,103

Currency translation adjustment

(110 )

118

Cash and cash equivalents – ending

$ 2,962

$ 4,111

Supplemental disclosures:

Cash paid for income taxes

$ 155

$ 387

Cash paid for interest

$ 76

$ 317

10

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