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What changed in ACCESS Newswire Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ACCESS Newswire Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+176 added−174 removedSource: 10-K (2026-03-19) vs 10-K (2025-03-25)

Top changes in ACCESS Newswire Inc.'s 2025 10-K

176 paragraphs added · 174 removed · 137 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

43 edited+13 added−9 removed39 unchanged
Biggest changeOn February 28, 2025 (the “Closing Date”), the Company and Direct Transfer, LLC, its wholly owned subsidiary entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Equiniti Trust Company, LLC (the “Buyer”). Pursuant to, and subject to the terms and conditions of, the Purchase Agreement, the Buyer purchased certain assets related to the Company’s Compliance business (the “Purchased Assets”).
Biggest changeAs of December 31, 2025, we have 974 subscriptions with an annual recurring revenue (“ARR”) of approximately $12.2 million. Sale of our Compliance Business On February 28, 2025, the Company and Direct Transfer, LLC, its wholly owned subsidiary, entered into and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Equiniti Trust Company, LLC (the “Buyer”).
Revenue related to these services was previously included in the Company’s “compliance revenue” stream as reported with the SEC in previous filings, except revenue related to virtual annual meeting services, which was previously reported in “communications revenue” stream in previous SEC filings.
Revenue related to these services was previously included in the Company’s “compliance revenue” stream as reported with the SEC in previous filings, except revenue related to virtual annual meeting services, which was previously reported in the “communications revenue” stream in previous SEC filings.
Our platform also includes a seamless e-commerce experience, allowing customers to self-select distribution options, register, and upload their press releases for editorial review within minutes . These innovations have contributed to historical growth of press release distribution products , a trend we anticipate will continue in the coming years.
Our platform also includes a seamless e-commerce experience, allowing customers to self-select distribution options, register, and upload their press releases for editorial review within minutes. These innovations have contributed to the historical growth of press release distribution products, a trend we anticipate will continue in the coming years.
This add-on requires a recurring annual subscription and is delivered fully integrated into and with our investor relations website offering. Incident Hotline . Formally our whistleblower hotline offering, is an add-on product within our subscription platform. This system delivers secure notifications and basic incident workflow management processes that align with a company’s corporate governance policies.
This add-on requires a recurring annual subscription and is delivered fully integrated into and with our investor relations website offering. Incident Hotline . Formally our whistleblower hotline offering, this is an add-on product within our subscription platform. This system delivers secure notifications and basic incident workflow management processes that align with a company’s corporate governance policies.
This cloud-based product can be used in a virtual or in person conference setting and is integrated within other offerings of press release distribution, media rooms and webcasting and events. We believe this integration gives us a unique offering for professional conference organizers that is not available elsewhere in the market. Investor Relations Websites .
This cloud-based product can be used in a virtual or in person conference setting and is integrated within other offerings of press release distribution, media rooms and webcasting and events. We believe this integration gives us a unique offering for professional conference organizers that is not available elsewhere in the market. 6 Investor Relations Websites .
As part of our rebrand, in January 2025 we have consolidated the naming conventions, product sets and subscriptions to be less onerous on the customers, easier to subscribe to and significantly clearer to the investment community. Our communications platform consists of the following subscriptions: ACCESS PR – a subscription that includes press release distribution, media monitoring, pitching and database.
As part of our rebrand, in January 2025 we consolidated the naming conventions, product sets and subscriptions to be less onerous on the customers, easier to subscribe to and significantly clearer to the investment community. Our communications platform consists of the following subscriptions: ACCESS PR – a subscription that includes press release distribution, media monitoring, pitching and database.
As an option, the Company provides customers the ability to purchase stand-alone solutions to try each of its products before subscribing to our platform. For example, a small company looking to build their brand and tell their story would utilize the press release distribution product from ACCESS Newswire in a pay-as-you-go option. Products in the Platform Press Release Distribution.
As an option, the Company provides customers with the ability to purchase stand-alone solutions to try each of its products before subscribing to our platform. For example, a small company looking to build their brand and tell their story would utilize the press release distribution product from ACCESS Newswire in a pay-as-you-go option. Products in the Platform Press Release Distribution.
Today, thousands of customers—from emerging startups to multi-billion-dollar global brands—trust our ACCESS platforms to elevate their reach and impact. Specifically, the core products that encompass our platform are Press Release Distribution, Media Monitoring, Database and Pitching, as well as Investor Relations Websites and Earnings and Event technologies.
Today, thousands of customers—from emerging startups to multi-billion-dollar global brands—trust our ACCESS platforms to elevate their reach and impact. Specifically, the core products that encompass our platform are the following: Press Release Distribution, Media Monitoring, Database and Pitching, as well as Investor Relations Websites and Earnings and Event technologies.
We see a significant opportunity in the market for our platform, particularly among small-to-mid-sized businesses that are underserved by existing point-solution vendors. Many of these businesses lack the resources to implement complex systems, making our all-in-one customer platform an ideal solution for driving growth and expansion.
We continue to see a significant opportunity in the market for our platform, particularly among small-to-mid-sized businesses that are underserved by existing point-solution vendors. Many of these businesses lack the resources to implement complex systems, making our all-in-one customer platform an ideal solution for driving growth and expansion.
With 10,000 customers in more than 135 countries spanning many industries, we believe we have a significant opportunity to increase revenue from our existing customers. We plan to increase revenue from our existing customers by expanding their use of our platform, and upselling additional offerings and features, including future planned adjacencies coming this year.
With over 10,000 customers in more than 135 countries spanning many industries, we believe we have a significant opportunity to increase revenue from our existing customers. We plan to increase revenue from our existing customers by expanding their use of our platform, and upselling additional offerings and features, including future planned adjacencies coming this year.
Additionally, we are continuously enhancing our platform with new products and advanced AI capabilities, empowering customers to work smarter and maximize efficiency Rebrand and Market Leadership. In November 2024, we launched a rebranding initiative to redefine our company’s identity and ensure continued relevance with our evolving customer base in the communications industry.
Additionally, we are continuously enhancing our platform with new products and advanced AI capabilities, empowering customers to work smarter and maximize efficiency Rebrand and Market Leadership. In November 2024, we launched a rebranding initiative to redefine our identity and ensure continued relevance with our evolving customer base in the communications industry.
Our media suite not only gives the user the professionals to pitch, it also offers AIMee, our AI writing and recommendation engine, to enhance the user’s message, write a new message and highlight engage-able content to help bring their pitch to the forefront. Media Monitoring .
Our media suite not only gives the user the professionals to pitch, it also offers AIMee, our AI writing and recommendation engine, to enhance the user’s message, write a new message and highlight engage-able content to help bring their pitch to the forefront. 5 Media Monitoring .
These efforts aim to highlight the advantages of our platform and encourage customers to enhance their subscriptions by adding additional components. To achieve these goals, our team employs a customer-centric omni-channel strategy, which integrates multiple channels—such as online platforms, mobile apps, social media, physical stores, email, and customer service—into a seamless and consistent experience.
These efforts aim to highlight the advantages of our platform and encourage customers to enhance their subscriptions by adding additional components. To achieve these goals, our team employs a customer-centric omni-channel strategy, which integrates multiple channels—such as online platforms, mobile apps, social media, email, and customer service—into a seamless and consistent experience.
Traditional earnings calls and webcasts are a highly competitive market with the majority of the business being driven from practitioners in investor relations and communications firms. We estimate there are approximately 5,000 companies in North America conducting earnings events each quarter that include a teleconference, webcast or both as part of their events.
Traditional earnings calls and webcasts are a highly competitive market with the majority of the business being driven from practitioners in investor relations and communications firms. We estimate there are approximately 4,000 companies in North America conducting earnings events each quarter that include a teleconference, webcast or both as part of their events.
The Purchased Assets consist of certain accounts receivable, prepaid assets, contracts and intellectual property, among other things, related to the Company’s services of providing i) disclosure software and services for financial reporting, ii) stock transfer services, iii) annual meeting, print and shareholder distribution and fulfillment services and iv) virtual annual meeting services (but not the intellectual property relating to the virtual annual meeting services).
The Purchased Assets consisted of certain accounts receivable, prepaid assets, contracts and intellectual property, among other things, related to the Company’s services of providing i) disclosure software and services for financial reporting, ii) stock transfer services, iii) annual meeting, print and shareholder distribution and fulfillment services and iv) virtual annual meeting services (but not the intellectual property relating to the virtual annual meeting services).
ACCESS IR – a subscription that includes investor relations website, quarterly earnings call, and press release distribution to cover the announcement of your earnings date and actual earnings releases. ALL ACCESS – encompasses the best of both ACCESS PR and ACCESS IR into a customized platform for each customer.
ACCESS IR – a subscription that includes investor relations website, quarterly earnings calls, and press release distribution to cover the announcement of your earnings date and actual earnings releases. ALL ACCESS – encompasses the best of both ACCESS PR and ACCESS IR into a customized platform for each customer.
We focus on selling to small and mid-market business-to-business (“B2B”) companies, which we define as companies that have between 2 and 2,000 employees. Beginning in late 2024, we launched our new subscription platform to existing customers only, and at the beginning of 2025, officially released it as part of our rebrand to ACCESS Newswire.
We focus on selling to small and mid-market businesses, which we define as companies that have between 2 and 2,000 employees. In late 2024, we launched our new subscription platform to existing customers only, and at the beginning of 2025, officially released it as part of our rebrand to ACCESS Newswire.
We believe this new approach will be the most efficient and effective way for us to reach new customers and grow our current install base. The total compensation packages for these teams are heavily weighted with commission compensation to incent sales and retention. All members of the sales team have quotas.
We believe this approach is the most efficient and effective way for us to reach new customers and grow our current install base. The total compensation packages for these teams are heavily weighted with commission compensation to incent sales and retention. All members of the sales team have quotas.
In 2025 and beyond, we believe our brand benefit from these programs, and we will look to continue to invest and maintain our presence across both IR and PR. As of December 31, 2024, approximately 10% of revenues came from our partner and reseller programs. Our overall strategy includes : Grow Our Customer Base.
In 2026 and beyond, we believe our brand will continue to benefit from these programs, and we will look to continue to invest and maintain our presence across both IR and PR. As of December 31, 2025, approximately 10% of revenues came from our partner and reseller programs. 7 Our overall strategy includes : Grow Our Customer Base.
As we expand our platform, it is vital for us to have solutions that service both our core public companies but also a growing segment of private customers. 6 Table of Contents Professional Conference and Events Software . Our professional conference and events software is a subscription offering we currently license to investor conference organizers.
As we expand our platform, it is vital for us to have solutions that service both our core public companies but also a growing segment of private customers. Professional Conference and Events Software . Our professional conference and events software is a subscription offering we currently license to investor conference organizers.
Our last acquisition was the Newswire brand, which was acquired on November 1, 2022, as part of the iNewswire, LLC transaction. Sales and Marketing . During 2024, we continued to strengthen our brands in the market by working aggressively to expand our customer footprint and continue to cross sell to increase average revenue per customer.
Our last acquisition was the Newswire brand, which was acquired on November 1, 2022, as part of the iNewswire, LLC transaction. Sales and Marketing . During 2025, we continued to strengthen our brands in the market by working aggressively to expand our customer footprint and continue to cross sell to increase average revenue per customer in our subscription business.
At the federal level, the SEC regulates the securities industry, along with the Financial Industry Regulatory Authority, or FINRA, formally known as NASD, and NYSE market regulations, various stock exchanges, and other self-regulatory organizations (“SRO”). 10 Table of Contents
At the federal level, the SEC regulates the securities industry, along with the Financial Industry Regulatory Authority, or FINRA, formally known as NASD, and NYSE market regulations, various stock exchanges, and other self-regulatory organizations (“SRO”). 10
A natural addition to our public relations and investor relations website business. This product offering can be an add-on to any customer’s subscription. The media room suite includes a custom newsroom page builder, a brand asset manager and contact manager.
A natural addition to our public relations and investor relations website business. This product offering can be an add-on to any customer’s subscription. The media room suite includes a custom newsroom page builder, a brand asset manager and contact manager. Press Release Optimizer (”PRO”) .
Additionally, revenue related to providing SEDAR services and revenue related to our whistleblower hotline, which was previously reported as “Compliance revenue” will be retained by the Company. The Buyer will only assume certain liabilities related to the Purchased Assets, which includes certain accounts payable, accrued liabilities and deferred revenue.
Additionally, revenue related to providing SEDAR services and revenue related to our whistleblower hotline, which was previously reported as “Compliance revenue” was retained by the Company. The Buyer only assumed certain liabilities related to the Purchased Assets, which includes certain accounts payable, accrued liabilities and deferred revenue.
As a result, assets associated with our Compliance business, and revenue and expenses associated with the assets, have been categorized as discontinued operations in our financial statements for the year ended December 31, 2024 while the remaining assets associated with our Communications business are included in continuing operations 4 Table of Contents Our Platform In previous periods we have sold our products in different bundles and names, such as Media Suite and/or as a Communications platform.
As a result, assets associated with our Compliance business, and revenue and expenses associated with the assets, have been categorized as discontinued operations in our financial statements for the years ended December 31, 2025 and 2024, while the remaining assets associated with our Communications business are included in continuing operations. 4 Our Platform In previous periods we have sold our products in different bundles and names, such as Media Suite and/or as a Communications platform.
We believe our media room accomplishes this by making it a part of our media suite, giving us a further competitive advantage in the market. This also allows our customers to have one media platform to manage all their assets, brands and outreach. Webcasting & Events .
We believe our media room accomplishes this by making it a part of our subscription platform or stand-alone offering, giving us a further competitive advantage in the market. This also allows our customers to have one media platform to manage all their assets, brands and outreach. Webcasting & Events .
We did not have any customers during the year ended December 31, 2024 that accounted for more than 10% of our revenue or more than 10% of our year end accounts receivable balance as of December 31, 2024. 9 Table of Contents Human Capital and Culture As of December 31, 2024, we had 113 employees and independent contractors.
We did not have any customers during the year ended December 31, 2025 that accounted for more than 10% of our revenue or more than 10% of our year end accounts receivable balance as of December 31, 2025. 9 Human Capital and Culture As of December 31, 2025, we had 91 employees and independent contractors.
Our media room addresses the needs of our customers looking to build connections with media, journalists, customers and if applicable the investment community. According to a survey from TekGroup, a majority of journalists and media professionals indicated the importance of media rooms that include digital media, press kits and video.
Our media room addresses the needs of our customers looking to build connections with media, journalists, customers and if applicable the investment community. According to TekGroup’s latest survey in 2023, a majority of journalists and media professionals indicated the importance of media rooms that include digital media, press kits and video.
As of December 31, 2024, approximately 15% of our customers were located outside of the North America and these Customers generated approximately 12% of our total revenue for the year ended December 31, 2024. We sell, support and work with our international customers from North American.
As of December 31, 2025, approximately 11% of our customers were located outside of the North America and these Customers generated approximately 9% of our total revenue for the year ended December 31, 2025. We sell, support and work with our international customers from North American.
Our dataset includes only the journalists that are actively writing and publishing articles. We built this component in reverse, looking at the tens of millions of articles published annually and sorted articles by industry, publication and journalist, then curated the most accurate data of each contact and made it available within our media database.
We built this component in reverse, looking at the tens of millions of articles published annually and sorted articles by industry, publication and journalist, then curated the most accurate data of each contact and made it available within our media database.
None of our workforce is represented by a union. Our employees are based either at our corporate offices in North Carolina or work remotely in designated regions worldwide. We recognize and value our people as our most important asset in achieving our strategic goals and growing an industry leading communications company.
None of our workforce is represented by a union. Our employees work remotely in designated regions worldwide. We recognize and value our people as our most important asset in achieving our strategic goals and growing an industry leading communications company.
Additionally, we maintain high gross margins while offering flexible pricing options , enabling customers to pay per release or opt for long-term contract commitments. Looking ahead to 2025, our core press release distribution service will be integrated into all three ACCESS subscription plans , ensuring even greater value for our customers. Press Release Optimizer (”PRO”) .
Additionally, we maintain high gross margins while offering flexible pricing options, enabling customers to pay per release or opt for long-term contract commitments. Our core press release distribution service is integrated into all three ACCESS subscription plans, ensuring greater value for our customers. Media Database .
By integrating these approaches, we aim to drive sustainable long-term growth and continuously scale our business in an evolving marketplace. Industry Overview According to a 2022 Burton-Taylor Media Intelligence report, the global communications technology market is more than $5.5 billion in annual revenue.
By integrating these approaches, we aim to drive sustainable long-term growth and continuously scale our business in an evolving marketplace. 8 Industry Overview Based on information last obtained from the Burton-Taylor Media Intelligence report in early 2023, the global communications technology market is approximately $5.5 to $6.0 billion in annual revenue.
Through the PRO offering, we provide content and media communications services that provide customers the opportunity to optimize their content and increase their media visibility, therefore building their brand awareness and engaging a larger audience.
Through the PRO offering, we provide content and media communications services that provide customers the opportunity to optimize their content and increase their media visibility, therefore building their brand awareness and engaging a larger audience. With the flexibility of these offerings, customers have the ability to now choose to add a PRO solution to any of their ACCESS subscriptions.
Additionally, the company continues to maintain infrastructure and serve customers under other brands, such as Newswire.com, which is scheduled for integration into the ACCESS Newswire brand over the first half of 2025 7 Table of Contents Partner & Reseller Programs. We derive referrals and revenues from our partners and resellers.
Additionally, the Company continues to maintain infrastructure and serve customers under other brands, such as Newswire.com and pressrelease.com, which have been fully integrated into the ACCESS Newswire brand. Partner & Reseller Programs. We derive referrals and revenues from our partners and resellers.
As of December 31, 2024, we employed 27 full-time equivalent sales and marketing personnel compared to 35 as of December 31, 2023. 8 Table of Contents Our marketing organization is dedicated to both acquiring new customers and engaging existing ones through targeted educational campaigns.
As of December 31, 2025, we employed 25 full-time equivalent sales and marketing personnel compared to 27 as of December 31, 2024. Our marketing organization is dedicated to both driving prospects and engaging existing ones through targeted campaigns and industry updates.
Facilities Our headquarters are located in Raleigh, North Carolina. In October 2019, we began a lease for 9,766 square feet of office space, which expires December 31, 2027. Insurance We maintain a general business liability, cyber-security and an errors and omissions policies specific to our industry and operations.
Facilities Our headquarters are located in Raleigh, North Carolina. In October 2019, we began a lease for 9,766 square feet of office space, which expires December 31, 2027.
We believe that our insurance policies provide adequate coverages for all reasonable risks associated with operating our business. Additionally, we maintain a Directors and Officers insurance policy, which is standard for our industry and size. We also maintain key person life insurance on our C level executives.
Insurance We maintain a general business liability, cyber-security and an errors and omissions policies specific to our industry and operations. We believe that our insurance policies provide adequate coverages for all reasonable risks associated with operating our business. Additionally, we maintain a Directors and Officers insurance policy, which is standard for our industry and size.
Our principal executive offices are located at One Glenwood Ave., Suite 1001, Raleigh, North Carolina, 27603, and our main telephone number is 888-808-ACCS (2227). Our website address is https://www.accessnewswire.com.
In December 2007, we changed our name to Issuer Direct Corporation, and then effective on January 27, 2025, we changed our name from Issuer Direct Corporation to ACCESS Newswire Inc. Our principal executive offices are located at One Glenwood Ave., Suite 1001, Raleigh, North Carolina, 27603, and our main telephone number is 888-808-ACCS (2227). Our website address is https://www.accessnewswire.com.
We believe by expanding our technology and products will help us gain market share within the industry as well as further expand our news distributions brands. The communications industry also benefits from increased regulatory requirements and the need for platforms and systems to manage these new regulations.
We believe by expanding our technology and products will help us gain market share within the industry as well as further expand our news distributions brands.
Management has been focused on offsetting the risks relating to competition as well as the seasonality by introducing our cloud-based subscription platform, with higher margins, clear competitive advantages, higher customer stickiness and scalability to withstand market and pricing pressures.
The success of our products and services are generally based on quality of service through the ability to service customer demands, as well as, price in certain markets Management has been focused this past year on offsetting the risks relating to competition, as well as, the seasonality of pay-as-you-go services by introducing our recurring subscription platform, with higher margins, clear competitive advantages, higher customer stickiness and scalability to withstand market and pricing pressures.
We believe we are positioned to be one of the communications platforms of choice as a cost-effective alternative to both small regional providers and global providers. We also believe we benefit from our location in Raleigh, North Carolina, as we can hire and retain customer service or production personnel in the area at a reasonable cost.
We believe we are positioned to be one of the communications platforms of choice as a cost-effective alternative to both small regional providers and global customers.
We ended 2024 with a multi-tier organization of sales personnel, consisting of Client Success Managers, Account Executives, and strategic agency and reseller executives. We have planned to unify our territories and geographic regions we serve into and with a singular Client Success Managers per region that do both account development and new business.
We ended 2025 with a multi-tier organization of sales personnel, consisting of Client Success Managers (CSM’s), Account Executives, and strategic agency and reseller executives.
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In December 2007, we changed our name to Issuer Direct Corporation, and then on January 23, 2025, we filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware to change our name from Issuer Direct Corporation to ACCESS Newswire Inc, effective as of January 27, 2025.
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Pursuant to, and subject to the terms and conditions of, the Purchase Agreement, the Buyer purchased certain assets related to the Company’s Compliance business (the “Purchased Assets”).
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As of December 31, 2024, we had 1,124 subscription with an annual recurring revenue (“ARR”) of approximately $12 million. Sale of our Compliance Business During the fourth quarter of 2024, the Company began actively marketing the sale of its Compliance business.
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Our media database is based on the idea that pitching the media should be a targeted endeavor. Our dataset includes only the journalists that are actively writing and publishing articles.
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With the flexibility of these offerings, customers have the ability to now choose to add a PRO solution to any of their ACCESS subscriptions. 5 Table of Contents Media Database . Our media database is based on the idea that pitching the media should be a targeted endeavor.
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Our CSM’s are split between those focused on publicly traded customers and private customers and are also responsible for a certain territory or geographic region, with a singular CSM per region that does both account development and new business.
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In 2020, NYSE renewed and extended the initial subsidy term to four years from two years, whereby the first two years are provided under subsidy and the added two years are at our standard subscription rates. We continue to innovate as well as upgrade our incident response and management system which is expected to be deployed this year.
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The industry, along with Artificial Intelligence (AI) and Large Language Models (LLMs), have matured considerably over the past two years, whereby communication professionals are seeking platforms and systems to assist with content creation, analysis, and optimization.
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We believe this is a core component of our products and go-to-market activities.
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With the advancement of Aimee, our closed network LLM, and connectivity into public LLMs, we believe we are well positioned in this new environment to benefit from subscription growth and further advancements of our platform because of what AI has afforded the industry. Competition Despite some significant consolidation in recent years, the communications industry remains both fragmented and extremely competitive.
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Additionally, the industry, along with cloud-based technologies, have matured considerably over the past several years, whereby corporate issuers and communication professionals are seeking platforms and systems to do some, if not all the work themselves. We believe we are well positioned in this new environment to benefit from subscriptions and further advancements of our platform.
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During the first quarter of 2026, we launched ACCESS Verified, a proprietary, AI-driven verification and distribution enhancement designed to improve the speed, accuracy and integrity of content from our press release distribution across the ACCESS Newswire platform and thousands of our distribution partners and licensees.
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Competition Despite some significant consolidation in recent years, the communications industry remains both highly fragmented and extremely competitive. The success of our products and services are generally based on price, quality, and the ability to service customer demands.
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ACCESS Verified leverages advanced AI and LLM-style word and phrase matching to verify content with 99.999% accuracy, delivering what we believe to be a first-to-market, industry-leading speed-to-wire enhancement, while supporting consistency with established disclosure practices and editorial standards. The solution is fully integrated into the ACCESS Newswire workflow and is available at no additional cost to customers.
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However, there are positions where we have strong competition in hiring, such as research and development and qualified sales individuals with communications industry experience. Customers Our customers include a wide variety of public and private companies. For the year ended December 31, 2024, we worked with 12,349 customers, compared to 11,924 for the year ended December 31, 2023.
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ACCESS Verified acts as an intelligent first line of review, helping ensure our customer’s news is credible, compliant, and newsroom-ready.
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We obtained a representation and warranty insurance policy in connection with our acquisition of Newswire relating to potential indemnification claims under the purchase agreement up to an aggregate amount of $12.9 million subject to a retention of $0.4 million. Regulations The securities and financial services industries generally are subject to regulation in the United States and elsewhere.
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This evolution evidences our focus on maturing our platform to include advancements that allow us to scale operations, increase gross margin and leverage AI to assist in the creation, review and approval of customers messaging, but not replace human evaluation and review.
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As of December 31, 2025, our workforce is fully remote, which we believe is a benefit to have the flexibility to hire and retain customer service or production personnel anywhere and at a reasonable cost. Customers Our customers include a wide variety of public and private companies.
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For the year ended December 31, 2025, we worked with 12,802 customers, compared to 12,349 for the year ended December 31, 2024.
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On December 18, 2025, the Company entered into a Commercial Sublease Agreement (the “Sublease”), to lease 100% of the corporate headquarters for the remaining term of the lease, commencing on March 1, 2026, through December 31, 2027. As a result, as of December 31, 2025, our entire workforce is now remote.
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We also maintain key person life insurance on our C level executives. Regulations The securities and financial services industries generally are subject to regulation in the United States and elsewhere.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

37 edited+5 added−11 removed75 unchanged
Biggest changeIf any event of default occurs and is continuing under the Credit Agreement, the lenders may terminate their commitments and may require the Company and its subsidiaries to repay outstanding debt. 17 Table of Contents A breach of any of the covenants of the Credit Agreement or any future agreements, if uncured or unwaived, could lead to an event of default under any such document, which in some circumstances could give our creditors the right to demand that we accelerate repayment of amounts due and/or enforce their security interests over substantially all of our assets.
Biggest changeA breach of any of the covenants of the Credit Agreement, if uncured or unwaived, could lead to an event of default under any such document, which in some circumstances could give our creditors the right to demand that we accelerate repayment of amounts due and/or enforce their security interests over certain of our assets.
Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations. There are risks and uncertainties associated with the sale of our Compliance business.
Failure to effectively manage growth could result in difficulties or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations. There are risks and uncertainties associated with the sale of our Compliance business.
For all of these reasons, our actual income taxes may be materially different than our provision for income tax. We are subject to U.S. and foreign data privacy and protection laws and regulations as well as contractual privacy obligations, and our failure to comply could subject us to fines and damages and would harm our reputation and business.
For all of these reasons, our actual income taxes may be materially different than our provision for income tax. 15 We are subject to U.S. and foreign data privacy and protection laws and regulations as well as contractual privacy obligations, and our failure to comply could subject us to fines and damages and would harm our reputation and business.
In addition, many of our individual technical and sales personnel have extensive experience in our business operations and/or have valuable customer relationships that would be difficult to replace. Their departure, if unexpected and unplanned, could cause a disruption to our business. Our competition for these individuals is intense in certain areas of our business.
In addition, many of our individual technical and sales personnel have extensive experience in our business operations and/or have valuable customer relationships that would be difficult to replace. Their departure, if unexpected and unplanned, could cause disruption to our business. Our competition for these individuals is intense in certain areas of our business.
We used the entire $12,000,000 in closing cash to reduce our indebtedness to Pinnacle Bank. As such, we did not receive any cash at closing as a result of the sale of our Compliance business. Our Compliance business has historically provided strong revenue and cash flow at high gross margins.
We used the entire $12,000,000 in closing cash to reduce our indebtedness to Pinnacle Bank. As such, we did not receive any cash at closing as a result of the sale of our Compliance business. Our Compliance business has historically provided strong revenue, cash flow and gross margins.
We anticipate that additional investments in sales personnel, infrastructure and research and development spending will be required to: · scale our operations and increase productivity; · address the needs of our customers; · further develop and enhance our existing solutions and offerings; and · develop new technology.
We anticipate that additional investments in sales and marketing personnel, infrastructure and research and development spending will be required to: · scale our operations and increase productivity; · address the needs of our customers; · further develop and enhance our existing solutions and offerings; and · develop new technology.
These risks include, among other things: · the difficulty of integrating the operations and personnel of the acquired businesses into our ongoing operations; · the potential disruption of our ongoing business and distraction of management; · the potential for new cyber-security risks to existing operations that weren’t previously mitigated: · the difficulty in incorporating acquired technology and rights into our products and technology; · unanticipated expenses and delays relating to completing acquired development projects and technology integration; · a potential increase in our indebtedness and contingent liabilities, which could restrict our ability to access additional capital when needed or to pursue other important elements of our business strategy; · the management of geographically remote units; · the establishment and maintenance of uniform standards, controls, procedures and policies; · the impairment of relationships with employees and customers as a result of any integration of new management personnel; · risks of entering markets or types of businesses in which we have either limited or no direct experience; 11 Table of Contents · the potential loss of key employees and/or customers of the acquired businesses; and · potential unknown liabilities, such as liability for hazardous substances, or other difficulties associated with acquired businesses.
These risks include, among other things: · the difficulty of integrating the operations and personnel of the acquired businesses into our ongoing operations; · the potential disruption of our ongoing business and distraction of management; · the potential for new cyber-security risks to existing operations that weren’t previously mitigated: · the difficulty in incorporating acquired technology and rights into our products and technology; · unanticipated expenses and delays relating to completing acquired development projects and technology integration; · a potential increase in our indebtedness and contingent liabilities, which could restrict our ability to access additional capital when needed or to pursue other important elements of our business strategy; · the management of geographically remote units; · the establishment and maintenance of uniform standards, controls, procedures and policies; · the impairment of relationships with employees and customers as a result of any integration of new management personnel; · risks of entering markets or types of businesses in which we have either limited or no direct experience; · the potential loss of key employees and/or customers of the acquired businesses; and · potential unknown liabilities, such as liability for hazardous substances, or other difficulties associated with acquired businesses.
Our revenue growth rate in past periods relating to our historical Communications revenue stream may not be indicative of its future performance. With respect to our historical Communications revenue stream, we have experienced an annual revenue growth rate ranging from 13% to 55% between 2016 and 2023, however in 2024 it decreased 7%.
Our revenue growth rate in past periods relating to our historical Communications revenue stream may not be indicative of its future performance. With respect to our historical Communications revenue stream, we have experienced an annual revenue growth rate ranging from 13% to 55% between 2016 and 2023, however in 2024 and 2025 it decreased 7% and 2%, respectively.
If we are required to change our business activities or revise or eliminate services, or to implement costly compliance measures, our business and results of operations could be harmed. 16 Table of Contents If potential customers take a long time to evaluate the use of our products, we could incur additional selling expenses and decrease our profitability.
If we are required to change our business activities or revise or eliminate services, or to implement costly compliance measures, our business and results of operations could be harmed. If potential customers take a long time to evaluate the use of our products, we could incur additional selling expenses and decrease our profitability.
In addition, any decline in our customer renewals or failure to convince our customers to broaden their use of our products would harm our future operating results. 15 Table of Contents We are subject to general litigation and regulatory requirements that may materially adversely affect us.
In addition, any decline in our customer renewals or failure to convince our customers to broaden their use of our products would harm our future operating results. We are subject to general litigation and regulatory requirements that may materially adversely affect us.
A weak global economy could also contribute to extreme volatility of the markets, which may have an effect on the market price of our common stock. 18 Table of Contents There can be no assurances that dividends will be paid in the future.
A weak global economy could also contribute to extreme volatility of the markets, which may have an effect on the market price of our common stock. There can be no assurances that dividends will be paid in the future.
Additionally, ACCESS Newswire is highly dependent on technology and any performance issues with this technology could have a material impact on our ability to serve our customers and thus our ability to generate revenue. 12 Table of Contents Failure to manage our growth may adversely affect our business or operations.
Additionally, ACCESS Newswire is highly dependent on technology and any performance issues with this technology could have a material impact on our ability to serve our customers and thus our ability to generate revenue. Failure to manage our growth may adversely affect our business or operations.
We must adapt to rapid changes in technology and customer requirements to remain competitive. The market and demand for our products and services, to a varying extent, have been characterized by: · technological change; · frequent product and service introductions; and · evolving customer requirements. 14 Table of Contents We believe that these trends will continue into the foreseeable future.
We must adapt to rapid changes in technology and customer requirements to remain competitive. The market and demand for our products and services, to a varied extent, have been characterized by: · technological change; · frequent product and service introductions; and · evolving customer requirements. We believe that these trends will continue into the foreseeable future.
In addition, the Credit Agreement contains financial covenants, tested quarterly, that require a Fixed Charge Ratio (as defined in the Credit Agreement) and a Leverage Ratio (as defined in the Credit Agreement) to be maintained at certain levels.
In addition, the Credit Agreement contains financial covenants, tested quarterly, that require a Fixed Charge Ratio (as defined in the Credit Agreement) to be maintained at certain levels and certain unrestricted liquidity requirements.
To manage our future growth, we must continue to scale our business functions, improve our financial and management controls and our reporting systems and procedures and expand and train our work force. In particular, we grew from 24 employees and contractors as of December 31, 2012 to 113 (including 32 independent contractors) as of December 31, 2024.
To manage our future growth, we must continue to scale our business functions, improve our financial and management controls and our reporting systems and procedures and expand and train our work force. In particular, we grew from 24 employees and contractors as of December 31, 2012 to 91 (including 33 independent contractors) as of December 31, 2025.
While we believe our Communications business, which has been our primary focus for approximately the last 10 years, will be a strong stand-alone business, there can be no guaranty that it will be able to replace the revenue and cash flow of the Compliance business, which would result in a material adverse effect on our business, financial condition and results of operations.
While we believe our Communications business, which has been our primary focus for approximately the last 10 years, will be a strong stand-alone business, there can be no guaranty that it will be able to replace the revenue and cash flow of the Compliance business, which would result in a material adverse effect on our business, financial condition and results of operations. 12 Additionally, the sale of our Compliance business required us to separate and allocate specific assets to the business, including some shared assets.
We may not: · be successful in developing product and service enhancements or new products and services on a timely basis, if at all; or · be able to successfully market these enhancements and new products once developed. Further, our products and services may be rendered obsolete or uncompetitive by new industry standards or changing technology.
We may not: · be successful in developing product and service enhancements or new products and services on a timely basis, if at all; or · be able to successfully market these enhancements and new products once developed.
The loss of the services of our key personnel, the inability to identify, attract and retain qualified personnel in the future or delays in hiring qualified personnel, particularly technical and sales personnel, could make it difficult for us to manage our business and meet key objectives, such as the timely introduction of new technology-based products and services, which could harm our business, financial condition and operating results.
The loss of the services of our key personnel, the inability to identify, attract and retain qualified personnel in the future or delays in hiring qualified personnel, particularly technical and sales personnel, could make it difficult for us to manage our business and meet key objectives, such as the timely introduction of new technology-based products and services, which could harm our business, financial condition and operating results. 13 If we fail to keep our customers’ information confidential or if we handle their information improperly, our business and reputation could be significantly and adversely affected.
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price of our common stock or trading volume to decline.
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price of our common stock or trading volume to decline. 17 The market price of our common stock may be adversely affected by market conditions affecting the stock markets in general, including price and trading fluctuations on the NYSE American.
Throughout these years, most of the growth has been due to the success of our ACCESSWIRE newswire brand. In 2023 and 2022, we also had additional growth from our acquisition of Newswire.
Historically, the majority of our growth has been attributable to the success of our ACCESSWIRE newswire brand. In 2023 and 2022, we also had additional growth from our acquisition of Newswire.
Revenue from subscriptions and many of our service contracts is recognized ratably over the term of the contract or subscription period. As a result, downturns or upturns in sales may not be immediately reflected in our operating results.
Further, our products and services may be rendered obsolete or uncompetitive by new industry standards or changing technology. 14 Revenue from subscriptions and many of our service contracts is recognized ratably over the term of the contract or subscription period. As a result, downturns or upturns in sales may not be immediately reflected in our operating results.
In addition, a security breach of our solutions could result in our future business prospects being materially adversely impacted. A substantial portion of our business is derived from our press release distribution business, which is dependent on technology and key partners. As noted, our ACCESSWIRE brand has been vital to the increase in revenue associated with our Communications business.
In addition, a security breach of our solutions could result in our future business prospects being materially adversely impacted. 11 A substantial portion of our business is derived from our press release distribution business, which is dependent on our technology and key partners.
We have also agreed to indemnify the Buyer against certain losses suffered as a result of certain breaches of our representations, warranties, covenants and agreements in the Purchase Agreement and related documents.
We could face disputes with the Buyer regarding whether or not certain assets were included in the sale. We also agreed to indemnify the Buyer against certain losses suffered as a result of the certain breaches of our representations, warranties, covenants and agreements in the Purchase Agreement and related documents.
It is expected that our recent acquisition of Newswire will also add significant revenue to our Communications business in the future. These two brands, combined into our new brand of ACCESS Newswire, is dependent upon several key partners for news distribution, some of which are also partners that we rely on for other shareholder communications services.
These brands, combined into our new brand of ACCESS Newswire, are dependent upon several key partners for news distribution, some of which are also partners that we rely on for other shareholder communications services.
A failure to maintain adequate internal controls over our financial and management systems could cause errors in our financial reporting, which could cause a loss of investor confidence and result in a decline in the price of our common stock.
As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. 18 A failure to maintain adequate internal controls over our financial and management systems could cause errors in our financial reporting, which could cause a loss of investor confidence and result in a decline in the price of our common stock.
We paid dividends in 2012, part of 2013 and from the fourth quarter of 2015 through the third quarter of 2018. In the fourth quarter of 2018, we announced that we would no longer be declaring quarterly dividends for the foreseeable future in order to invest such money in our business.
We have not paid dividends since 2018, when we announced that we would no longer be declaring quarterly dividends for the foreseeable future in order to invest such money in our business.
Although the Buyer agreed to assume certain liabilities associated with the Compliance business, it did not assume all such liabilities, which could lead to a dispute. 13 Table of Contents Any disputes with the Buyer related to the sale of our Compliance business could divert the attention of our management or otherwise have a material adverse effect on our business, financial condition and results of operations.
Moreover, this dispute and any other future disputes with the Buyer related to the sale of our Compliance business could divert the attention of our management or otherwise have a material adverse effect on our business, financial condition and results of operations.
As a result, our failure to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act on a timely basis could result in us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements, both of which in turn could cause the market value of our common stock to decline and affect our ability to raise capital. 19 Table of Contents Because we are a smaller reporting company, our independent registered public accounting firm was not required to and did not perform an audit of our internal control over financial reporting for the fiscal year ended December 31, 2024.
As a result, our failure to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act on a timely basis could result in us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements, both of which in turn could cause the market value of our common stock to decline and affect our ability to raise capital.
Any event that results in a right for the Buyer to seek indemnity from us could result in substantial liability to us and could adversely affect our financial position and results of operations.
Any event that results in a right for the buyer to seek indemnity from us could results in substantial liability to us and could adversely affect our financial position and results of operations. Although the Buyer agreed to assume certain liabilities associated with the Compliance business, it did not assume all such liabilities, which could lead to a dispute.
In addition, any covenant breach or event of default could harm our credit rating and our ability to obtain additional financing on acceptable terms.
In addition, any covenant breach or event of default could harm our credit rating and our ability to obtain additional financing on acceptable terms. The occurrence of any of these events could have a material adverse effect on our financial condition and liquidity, which could have a material adverse effect on our operations and the value of our securities.
As such, our creditor may enforce its security interests over our assets and/or our subsidiaries which secure the repayment of such obligations, take control of our assets and operations, force us to seek bankruptcy protection, or force us to curtail or abandon our current business plans and operations.
As such, our creditor may enforce its security interests over our assets and/or our subsidiaries which secure the repayment of such obligations and potentially take control of certain of our assets and operations or force us to use a substantial portion of our current cash-on-hand to repay the amounts due under the Credit Agreement.
Compliance with these requirements has increased our legal and financial compliance costs and made some activities more time consuming and costly. Many of these costs recur annually. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results.
Compliance with these requirements has increased our legal and financial compliance costs and made some activities more time consuming and costly. Many of these costs recur annually.
If new or enhanced product and service introductions are delayed or not successful, we may not be able to achieve an acceptable return, if any, on our development efforts, and our business may be adversely affected.
If new or enhanced product and service introductions are delayed or not successful, we may not be able to achieve an acceptable return, if any, on our development efforts, and our business may be adversely affected. 16 Risks Related to Our Credit Agreement Our obligations under the Credit Agreement, as amended, with Pinnacle Bank are secured by a first priority security interest in substantially all of our assets.
Therefore, in the event of any such breach, we may need to seek covenant waivers or amendments from our creditors or seek alternative or additional sources of financing, and we may not be able to obtain any such waivers or amendments or alternative or additional financing on acceptable terms, if at all.
This would likely in turn trigger cross-acceleration or cross-default rights in other documents governing our indebtedness. Therefore, in the event of any such breach, we may need to seek covenant waivers or amendments from our creditors and we may not be able to obtain any such waivers or amendments.
As a public company, we incur significant legal, accounting, and other expenses that would not be incurred as a private company.
As a public company, we incur significant legal, accounting, and other expenses that would not be incurred as a private company. We estimate these costs to be approximately $625,000 per year and are included in General & Administrative expenses in our Consolidated Statements of Income (Loss).
In connection with the Credit Agreement, we agreed to comply with certain affirmative and negative covenants and agreed to meet certain financial covenants.
If that were to happen we may be forced to curtail our current business plans and operations, which could decrease the value of any investment in our Company. In connection with the Credit Agreement, we agreed to comply with certain affirmative and negative covenants and agreed to meet certain financial covenants.
Risks Related to Our Credit Agreement Our obligations under the Credit Agreement, as amended, with Pinnacle Bank are secured by a first priority security interest in substantially all of our assets. Additionally, all of our subsidiaries agreed to guarantee our obligations under the Credit Agreement.
Additionally, all of our subsidiaries agreed to guarantee our obligations under the Credit Agreement. As of December 31, 2025, the outstanding balance under our credit agreement amounted to $2,608,000.
Removed
During the second quarter of 2019, one of our key partners made an industry-wide decision to no longer accept investor commentary content. A significant portion of our historical ACCESSWIRE revenue was generated from this type of content, which significantly affected revenue going forward.
Added
As noted, our ACCESS Newswire brand has been a major contributor to the increase in revenue associated with our business. For the year ended December 31, 2025, our press release distribution business contributed over 80% of overall revenue. We also operate two leading-brand sister platforms, Newswire.com and PressRelease.com.
Removed
Further disruption in any of these partnerships could have a material adverse impact on our business and financial results and the inability to procure new key partners could impact the growth of the ACCESS Newswire brand, particularly with respect to public company news distribution.
Added
From time-to-time distribution changes can impact the industry, by some partners opting not to accept certain content, which can cause significant fluctuations in revenue and volumes, for not only ACCESS Newswire, but the industry as a whole.
Removed
Additionally, the sale of our Compliance business required us to separate and allocate specific assets to the business, including some shared assets. We could face disputes with the Buyer regarding whether or not certain assets were included in the sale.
Added
On February 26, 2026, the Buyer submitted an indemnification notice to us alleging indemnity claims under the Purchase Agreement in the aggregate amount of $549,000.
Removed
Moreover, we agreed, for a period of time after the sale pursuant to a Transition Services Agreement, to continue to perform certain services that we historically performed for the Compliance business, and we also undertook other customary obligations associated with a disposition of a business by means of asset sale.
Added
While we dispute this amount and are in the process of discussing and negotiating the matter with the Buyer, there is no guaranty that we will receive all or a substantial portion of the $500,000 holdback from the Buyer.
Removed
The attention of our management may be directed toward closing or post-closing matters relating to the sale of our Compliance business, including the services required by the Transition Services Agreement, and their focus may be diverted from the day-to-day business operations of our company.
Added
Because we are a smaller reporting company, our independent registered public accounting firm was not required to and did not perform an audit of our internal control over financial reporting for the fiscal year ended December 31, 2025. ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
Removed
If we fail to keep our customers’ information confidential or if we handle their information improperly, our business and reputation could be significantly and adversely affected.
Removed
If that were to happen, any investment in the Company could become worthless. Our failure to comply with the covenants in the documents governing our existing and future indebtedness could materially adversely affect our financial condition and liquidity.
Removed
Events of default under the Credit Agreement include, but are not limited to the following: our failure to timely make payments due under the Credit Agreement; material misrepresentations or misstatements in any representation or warranty of any of the Loan Parties; failure by the Company or any of its subsidiaries to comply with their covenants under the Credit Agreement and other related agreements, subject in certain cases to rights to cure; certain defaults under other indebtedness of the Loan Parties; insolvency or bankruptcy-related events with respect to the Company or any of its subsidiaries; if the Credit Agreement or certain related agreements or security interests created by them cease to be in full force and effect; and the occurrence of a change in control, each as discussed in greater detail in the Credit Agreement, and subject to certain cure rights.
Removed
This would likely in turn trigger cross-acceleration or cross-default rights in other documents governing our indebtedness.
Removed
The occurrence of any of these events could have a material adverse effect on our financial condition and liquidity and/or cause our lenders to enforce their security interests which could ultimately result in the foreclosure of our assets, which would have a material adverse effect on our operations and the value of our securities.
Removed
The market price of our common stock may be adversely affected by market conditions affecting the stock markets in general, including price and trading fluctuations on the NYSE American.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeLike other major corporations, we are the target of cyber-attacks from time to time. However, risks from previous cybersecurity incidents, have not materially affected, and are not reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial condition.
Biggest changeHowever, risks from previous cybersecurity incidents, have not materially affected , and are not reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial condition.
The independent members of the Board, through the Board’s nominating procedures and requirements, considers cyber expertise in vetting nominees for the Board and recommending Board committee appointments.
The independent members of the Board, through the Board’s nominating procedures and requirements, consider cyber expertise in vetting nominees for the Board and recommending Board committee appointments.
Our information technology security professionals who work closely with our Chief Technology Officer (“CTO”) who is responsible for the detection and initial assessment of cybersecurity threats and incidents (collectively, “cyber incidents”), whether internal or experienced by significant third-party service providers, using, among other means, third-party software.
Our information technology security professionals, working closely with our Chief Technology Officer (“CTO”), are responsible for the detection and initial assessment of cybersecurity threats and incidents (collectively, “cyber incidents”), whether internal or experienced by significant third-party service providers, using, among other tools, third-party software.
For additional information about risks related to cybersecurity, see “If we fail to keep our customers’ information confidential or if we handle their information improperly, our business and reputation could be significantly and adversely affected” in Item 1A.
For additional information about risks related to cybersecurity, see “If we fail to keep our customers’ information confidential or if we handle their information improperly, our business and reputation could be significantly and adversely affected” in Item 1A. Risk Factors of this Annual Report.
The training techniques to strengthen our defensive stance against the increasing number and sophistication of cyberattacks worldwide and includes interactive modules covering various areas, including insider attacks, phishing and email attacks, preventing malware attacks, data protection, data handling, passwords, cloud and internet security, and cybersecurity fundamentals for mobile devices.
The training techniques to strengthen our defensive stance against the increasing number and sophistication of cyberattacks worldwide and includes interactive modules covering various areas, including insider attacks, phishing and email attacks, preventing malware attacks, data protection, data handling, passwords, cloud and internet security, and cybersecurity fundamentals for mobile devices. 19 Like other major corporations, we are the target of cyber-attacks from time to time.
Risk Factors of this Annual Report. 20 Table of Contents Cybersecurity Governance Cybersecurity is a significant part of our risk management processes and an area of focus of our Board of Directors and management. Our CTO is primarily responsible for assessing and managing material risks from cybersecurity threats. Our CTO has six years of cybersecurity experience.
Cybersecurity Governance Cybersecurity is a significant part of our risk management processes and an area of focus of our Board of Directors and management. Our CTO is primarily responsible for assessing and managing material risks from cybersecurity threats. Our CTO has eight years of cybersecurity experience.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 4. MINE SAFETY DISCOLSURES. Not applicable. 21 Table of Contents PART II
Biggest changeITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 20 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 21 PART II Item 5. Market for Common Equity and Related Stockholder Matters 22 Item 6. Select Financial Data 22 Item 7. Management’s Discussion and Analysis and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 31 Item 8. Financial Statements and Supplementary Data 31
Biggest changeItem 4. Mine Safety Disclosures 20 PART II Item 5. Market for Common Equity and Related Stockholder Matters 21 Item 6. Select Financial Data 21 Item 7. Management’s Discussion and Analysis and Results of Operations 22 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 30 Item 8. Financial Statements and Supplementary Data 31

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Holders of Record As of December 31, 2024, there were approximately 150 registered holders of record of our common stock and 3,838,743 shares outstanding. Dividends We did not pay any dividends during the year ended December 31, 2024 and 2023.
Biggest changeITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Holders of Record As of December 31, 2025, there were approximately 150 registered holders of record of our common stock and 3,850,435 shares outstanding.
Added
Issuer Purchases of Equity Securities On December 4, 2025, we publicly announced a share repurchase program under which we were authorized to repurchase up to $1,000,000 of our common shares.
Added
As of December 31, 2025, we repurchased 18,391 shares as shown in the table below ($ in 000’s, except share or per share amounts): Shares Repurchased Period Total Number of Shares Repurchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program December 4 -31, 2025 18,391 $ 8.89 18,391 $ 837 Dividends We did not pay any dividends during the year ended December 31, 2025 and 2024.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeYear Ended December 31, 2024 2023 Statement of Operations Revenue $ 23,057 $ 24,522 Cost of revenues 5,617 5,607 Gross margin 17,440 18,915 Operating costs 19,609 21,654 Impairment loss on intangible assets 14,150 — Operating loss (16,319 ) (2,739 ) Other expense (1,026 ) (1,640 ) Loss before taxes (17,345 ) (4,379 ) Income tax benefit (4,064 ) (938 ) Loss from continuing operations $ (13,281 ) $ (3,441 )
Biggest changeYear Ended December 31, 2025 2024 Statement of Operations Revenue $ 22,619 $ 23,057 Cost of revenues 5,305 5,617 Gross margin 17,314 17,440 Operating costs 18,935 19,609 Impairment loss on intangible assets 250 14,150 Operating loss (1,871 ) (16,319 ) Other expense (82 ) (1,026 ) Loss from continuing operations before taxes (1,953 ) (17,345 ) Income tax benefit (395 ) (4,064 ) Loss from continuing operations $ (1,558 ) $ (13,281 ) 21
For more information regarding continuing and discontinued operations, see Note 3 to our Consolidated Financial Statements for the year ended December 31, 2024. 22 Table of Contents Summary of Operations for the periods ended December 31, 2024 and 2023 (in 000’s).
For more information regarding continuing and discontinued operations, see Note 3 to our Consolidated Financial Statements for the years ended December 31, 2025 and 2024. Summary of Operations for the periods ended December 31, 2025 and 2024 (in thousands).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFor more information regarding continuing and discontinued operations, see Note 3 to our Consolidated Financial Statements for the year ended December 31, 2024. 23 Table of Contents Comparison of results of operations for the years ended December 31, 2024 and 2023 (in 000’s): Percentage of Revenue 2024 2023 2024 2023 Revenues $ 23,057 $ 24,522 Cost of revenue 5,617 5,607 24 % 23 % Gross margin 17,440 18,915 76 % 77 % Operating Expenses: General and administrative 7,000 8,354 30 % 34 % Sales and marketing 7,080 8,028 31 % 33 % Product development 2,821 2,544 12 % 10 % Depreciation and amortization 2,708 2,728 12 % 11 % Impairment loss on intangible assets 14,150 — 61 % — Total operating expenses 33,759 21,654 146 % 88 % Operating loss (16,319 ) (2,739 ) (71 )% (11 )% Interest expense, net (1,107 ) (1,249 ) (5 )% (5 )% Other income (expense) 81 (391 ) — % (2 )% Loss before income taxes (17,345 ) (4,379 ) (75 )% (18 )% Income tax benefit (4,064 ) (938 ) (18 )% (4 )% Net loss from continuing operations $ (13,281 ) $ (3,441 ) (58 )% (14 )% Revenues Total revenue decreased by $1,465,000, or 6%, to $23,057,000 during the year ended December 31, 2024, as compared to $24,522,000 in 2023.
Biggest changeComparison of results of operations for the years ended December 31, 2025 and 2024 (in thousands): Percentage of Revenue 2025 2024 2025 2024 Revenue $ 22,619 $ 23,057 Cost of revenue 5,305 5,617 23% 24% Gross margin 17,314 17,440 77% 76% Operating Expenses: General and administrative 7,151 7,000 32% 30% Sales and marketing 6,405 7,080 28% 31% Product development 2,692 2,821 12% 12% Depreciation and amortization 2,687 2,708 12% 12% Impairment loss on intangible assets 250 14,150 1% 61% Total operating expenses 19,185 33,759 85% 146% Operating loss (1,871 ) (16,319 ) (8)% (71)% Interest expense, net (2 ) (1,107 ) –% (5)% Other income (expense) (80 ) 81 –% –% Loss from continuing operations before income taxes (1,953 ) (17,345 ) (9)% (75)% Income tax benefit (395 ) (4,064 ) (2)% (18)% Net loss from continuing operations $ (1,558 ) $ (13,281 ) (7)% (58)% 22 Revenue Total revenue decreased by $438,000, or 2%, to $22,619,000 during the year ended December 31, 2025, as compared to $23,057,000 in 2024.
(4) For the year ended December 31, 2024, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $81,000, as well as, one-time accounting fees, termination benefits and other non-recurring or unusual expenses, including acquisition and/or integration expenses of $408,000.
For the year ended December 31, 2024, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $81,000, as well as, one-time accounting fees, termination benefits and other non-recurring or unusual expenses, including acquisition and/or integration expenses of $408,000.
Performance obligations of include providing subscriptions to certain modules or our entire platform, distributing press releases on a per release basis or conducting webcasts, virtual annual meetings, or other events on a per event basis.
Performance obligations include providing subscriptions to certain modules or our entire platform, distributing press releases on a per release basis or conducting webcasts, virtual annual meetings, or other events on a per event basis.
We will also continue to focus on the following key strategic initiatives during the remainder of 2025: · Expanding our products and adapting to this changing industry, · Expanding customer base, · Expanding our newswire distribution, · Investing in technology advancements and upgrades, · Evaluating acquisitions in areas of strategic focus, · Generating profitable sustainable growth · Generating cash flows from operations.
We will also continue to focus on the following key strategic initiatives during the remainder of 2026: · Expanding our products and adapting to this changing industry, · Expanding customer base, · Expanding our newswire distribution, · Investing in technology advancements and upgrades, · Evaluating acquisitions in areas of strategic focus, · Generating profitable sustainable growth · Generating cash flows from operations.
Results of Operations The following table presents certain amounts included in our consolidated statements of income, the relative percentage that those amounts represent to revenue, and the change in those amounts from fiscal year 2024 compared to 2023. The data below is comprised of results from continuing operations only and does not include results from discontinued operations.
Results of Operations The following table presents certain amounts included in our consolidated statements of income, the relative percentage that those amounts represent to revenue, and the change in those amounts from fiscal year 2025 compared to 2024. The data below is comprised of results from continuing operations only and does not include results from discontinued operations.
(2) For the year ended December 31, 2024, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $81,000, as well as, one-time accounting fees, termination benefits and other non-recurring or unusual expenses of $219,000.
For the year ended December 31, 2024, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $81,000, as well as a one-time accounting fees, termination benefits and other non-recurring or unusual expense of $219,000.
For the Newswire acquisition (see Note 4), the Company originally determined the trademarks acquired were considered a definite lived asset which will be amortized over a period of 15 years, however upon the re-brand of the Company to ACCESS Newswire and subsequent review of the trademarks associated with Newswire, determined the life to be 5 years remaining.
For the Newswire acquisition, the Company originally determined the trademarks acquired were considered a definite lived asset which will be amortized over a period of 15 years, however upon the re-brand of the Company to ACCESS Newswire and subsequent review of the trademarks associated with Newswire, determined the life to be 5 years remaining.
Market factors like the current military conflicts in Ukraine, Israel and the Middle East, instability in global energy markets, global inflation and the increase of interest rates have contributed to significant global economic and political uncertainty, disrupted global trade and supply chains, adversely impacted many industries, and contributed to significant volatility in financial markets.
Market factors like the current military conflicts in Ukraine, Israel and the Middle East, tariff wars, instability in global energy markets, global inflation and fluctuations in interest rates have contributed to significant global economic and political uncertainty, disrupted global trade and supply chains, adversely impacted many industries, and contributed to significant volatility in financial markets.
The Company recognizes revenue for subscriptions evenly over the contract period, upon distribution for per release contracts and upon event completion for webcasting and virtual annual meeting events. For service contracts that include stand ready obligations, revenue is recognized evenly over the contract period.
The Company recognizes revenue for subscriptions evenly over the contract period, upon distribution for pay per release or packages of press releases and upon event completion for webcasting and virtual annual meeting events. For service contracts that include stand-ready obligations, revenue is recognized evenly over the contract period.
Impairment of Long-lived Assets In accordance with the authoritative guidance for accounting for long-lived assets, assets such as property and equipment, trademarks, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
Costs related to design or maintenance of the software are expensed as incurred. 29 Impairment of Long-lived Assets In accordance with the authoritative guidance for accounting for long-lived assets, assets such as property and equipment, trademarks, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
Current liabilities from continuing operations as of December 31, 2024, totaled $12,814,000 including the current portion of our long-term debt, accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses. As of December 31, 2024, our current liabilities from continuing operations exceeded our current assets from continuing operations by $2,788,000.
Current liabilities from continuing operations as of December 31, 2025, totaled $9,538,000 including the current portion of our long-term debt, accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses. As of December 31, 2025, our current liabilities from continuing operations exceeded our current assets from continuing operations by $1,116,000.
General and Administrative Expenses General and administrative expenses consist primarily of salaries, stock-based compensation, insurance, fees for professional services, general corporate expenses (including bad debt expense) and facility and equipment expenses. General and administrative expenses were $7,000,000 for the year ended December 31, 2024, a decrease of $1,354,000 or 16%, as compared to the prior year.
General and Administrative Expenses General and administrative expenses consist primarily of salaries, stock-based compensation, insurance, fees for professional services, general corporate expenses (including bad debt expense) and facility and equipment expenses. General and administrative expenses were $7,151,000 for the year ended December 31, 2025, an increase of $151,000 or 2%, as compared to the prior year.
Sales and Marketing Expenses Sales and marketing expenses consist primarily of salaries, stock-based compensation, sales commissions, advertising expenses and other marketing expenses. Sales and marketing expenses were $7,080,000 for the year ended December 31, 2024, a decrease of $948,000, or 12%, as compared to $8,028,000 in the prior year.
Sales and Marketing Expenses Sales and marketing expenses consist primarily of salaries, stock-based compensation, sales commissions, advertising expenses and other marketing expenses. Sales and marketing expenses were $6,405,000 for the year ended December 31, 2025, a decrease of $675,000, or 10%, as compared to $7,080,000 in the prior year.
Product Development Expenses Product development expenses consist primarily of salaries, stock-based compensation, bonuses and licenses to develop new products and technology to complement and/or enhance tour platform . Product development expenses increased $277,000, or 11%, to $2,821,000 during the year ended December 31, 2024, as compared to $2,544,000 in 2023.
Product Development Expenses Product development expenses consist primarily of salaries, stock-based compensation, bonuses and licenses to develop new products and technology to complement and/or enhance tour platform . Product development expenses decreased $129,000, or 5%, to $2,692,000 during the year ended December 31, 2025, as compared to $2,821,000 during the year ended December 31, 2024.
For the years ended December 31, 2024 and 2023, free cash flow and adjusted free cash flow were as follows: Year Ended December 31, 2024 2023 Net cash provided by (used in) operating activities of continuing operations (US GAAP) $ 400 $ (741 ) Payments for purchase of fixed assets and capitalized software (616 ) (503 ) Free cash flow (Non-GAAP) (216 ) (1,244 ) Cash paid for acquisition and integration related items (1) 23 373 Cash paid for other unusual items (2) 219 395 Adjusted free cash flow (Non-GAAP) $ 26 $ (476 ) (1) This adjustment gives effect to one-time corporate projects, including acquisition and/or integration related expenses, paid during the periods.
For the years ended December 31, 2025 and 2024, free cash flow and adjusted free cash flow were as follows: Year Ended December 31, 2025 2024 Net cash provided by (used in) operating activities of continuing operations (US GAAP) $ 558 $ 3,160 Payments for purchase of fixed assets and capitalized software (192 ) (616 ) Free cash flow (Non-GAAP) 366 2,544 Cash paid for acquisition and integration related items (1) 140 23 Cash paid for other unusual items (2) 760 219 Adjusted free cash flow (Non-GAAP) $ 1,266 $ 2,786 _______________________ (1) This adjustment gives effect to one-time corporate projects, including acquisition and/or integration related expenses, paid during the periods.
This decrease is primarily due to a decrease in employee-related expenses due to lower headcount as well as lower advertising expense. As a percentage of revenue, sales and marketing expenses were 31% for the year ended December 31, 2024, as compared to 33% for 2023.
This decrease is primarily due to a decrease in employee-related expenses and commissions due to lower headcount and overall revenues. As a percentage of revenue, sales and marketing expenses were 28% for the year ended December 31, 2025, as compared to 31% for 2024.
The Company's contracts include either a subscription to its entire platform, certain modules within the platform or to its Press Release Optimizer Plan (“PRO”), or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services.
The Company's revenues are measured based on consideration specified in the contract with each customer. 28 The Company's contracts include either a subscription to its entire platform, certain modules within the platform or to its Press Release Optimizer Plan (“PRO”), or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services.
A reconciliation of net income to adjusted EBITDA for the years ended December 31, 2024 and 2023 is presented in the following table (in 000’s): Year Ended December 31, 2024 2023 Amount Amount Net loss from continuing operations: $ (13,281 ) $ (3,441 ) Adjustments: Impairment loss on intangible assets 14,150 — Depreciation and amortization 2,928 2,788 Interest expense, net 1,107 1,249 Income tax benefit (4,064 ) (938 ) EBITDA 840 (342 ) Acquisition and/or integration costs (1) 189 546 Other non-recurring expenses (2) 138 436 Stock-based compensation expense (3) 728 1,365 Adjusted EBITDA: $ 1,895 $ 2,005 27 Table of Contents (1) This adjustment gives effect to one-time corporate projects, including acquisition and integration related expenses, incurred during the periods.
A reconciliation of net income to adjusted EBITDA for the years ended December 31, 2025 and 2024 is presented in the following table (in thousands): Year Ended December 31, 2025 2024 Amount Amount Net loss from continuing operations: $ (1,558 ) $ (13,281 ) Adjustments: Impairment loss 250 14,150 Depreciation and amortization 2,965 2,928 Interest expense, net 2 1,107 Income tax benefit (395 ) (4,064 ) EBITDA 1,264 840 Acquisition and/or integration costs (1) 256 189 Other non-recurring expenses (2) 863 138 Stock-based compensation expense (3) 831 639 Adjusted EBITDA: $ 3,214 $ 1,806 ____________________ (1) This adjustment gives effect to one-time corporate projects, including divestiture, acquisition and integration related expenses, incurred during the periods.
As a percentage of revenue, product development expenses increased to 12% for the year ended December 31, 2024, as compared to 10% for 2023. Depreciation and Amortization Expenses During the year ended December 31, 2024, depreciation and amortization expenses decreased by $20,000 or 1%, to $2,708,000, as compared to $2,728,000 during 2023.
As a percentage of revenue, product development expenses was consistent at 12% for the year ended December 31, 2025 and 2024, respectively. 23 Depreciation and Amortization Expenses During the year ended December 31, 2025, depreciation and amortization expenses decreased by $21,000 or 1%, to $2,687,000, as compared to $2,708,000 during 2024.
Once the software is substantially complete and ready for its intended use, the software is amortized over its estimated useful life, which is typically four years. Costs related to design or maintenance of the software are expensed as incurred.
Once the software is substantially complete and ready for its intended use, the software is amortized over its estimated useful life, which is typically four years.
Those statements include, but are not limited to, all statements regarding our and management’s intent, belief and expectations, such as statements concerning our future and our operating and growth strategy. We generally use words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements.
Those statements include, but are not limited to, all statements regarding our and management’s intent, belief and expectations, such as statements concerning our future and our operating and growth strategy. We generally use words such as “believe,” “may,” “could,” “will,” “intend,” “expect,” “anticipate,” “plan,” and similar expressions to identify forward-looking statements.
Outlook The following statements are forward looking and are subject to factors that could cause actual results to differ materially from those suggested here, including, without limitation, demand for and acceptance of our services, new developments, competition and general economic or market conditions, particularly in the domestic and international capital markets.
(2) For the year ended December 31, 2025 and 2024, this adjustment gives effect to payments for one-time accounting fees, termination benefits and other non-recurring or unusual expenses. 27 Outlook The following statements are forward-looking and are subject to factors that could cause actual results to differ materially from those suggested here, including, without limitation, demand for and acceptance of our services, new developments, competition and general economic or market conditions, particularly in the domestic and international capital markets.
Significant intercompany accounts and transactions are eliminated in consolidation. 29 Table of Contents Substantially all the Company’s revenue comes from contracts with customers for its press release distribution and related products, investor relations website hosting or data feeds, events and webcast offerings and subscriptions to its incident hotline.
Revenue Recognition Substantially all the Company’s revenue comes from contracts with customers for its press release distribution and related products, investor relations website hosting or data feeds, events and webcast offerings and subscriptions to its incident hotline. Customers consist of public corporate issuers and professional firms, such as investor and public relations firms.
The Company’s policy regarding the classification of interest and penalties is to classify them as income tax expense in the financial statements, if applicable. 30 Table of Contents Capitalized Software Costs incurred to develop the Company’s cloud-based platform products are capitalized when the preliminary project phase is complete, management commits to fund the project and it is probable the project will be completed and used for its intended purposes.
Capitalized Software Costs incurred to develop the Company’s cloud-based platform products are capitalized when the preliminary project phase is complete, management commits to fund the project and it is probable the project will be completed and used for its intended purposes.
The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has economic substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer.
In the case of news distribution and webcasting offerings, customers also include private companies. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has economic substance, and collectability of the contract consideration is probable.
This increase is primarily due to an increase headcount, as we continue to invest in our products and technology. During the year ended December 31, 2024, we capitalized $597,000 of costs related to the development our news distribution systems and internal reporting platforms. During the year-end December 31, 2023, we capitalized costs of $478,000.
This decrease is primarily due to a decrease in headcount and consulting expense, partially offset by a decrease in capitalized costs during the periods. During the year ended December 31, 2025, we capitalized $172,000 of costs related to the development of our news distribution systems and internal reporting platforms, compared to $597,000 during the year-ended December 31, 2024.
The decrease in gross margin is primarily the result of the decrease in Newswire revenue noted earlier. Overall gross margin percentage decreased 1% to 76% during the year ended December 31, 2024, as compared to the prior year.
Overall gross margin decreased $126,000, or 1%, during the year ended December 31, 2025, compared to 2024, primarily due to the decline in revenue. As a result, overall gross margin percentage increased 1% to 77% during the year ended December 31, 2025, as compared to the prior year.
Deferred Revenue As of December 31, 2024, our deferred revenue balance was $4,743,000, which we expect to recognize primarily over the next twelve months, compared to $4,750,000 as of December 31, 2023. Deferred revenue primarily consists of advance billings for packages of our news distribution products as well as advance billings for subscriptions of our cloud-based products.
Deferred Revenue As of December 31, 2025, our deferred revenue balance was $5,265,000, which we expect to recognize primarily over the next twelve months, compared to $4,743,000 as of December 31, 2024, an increase of 11%.
(6) This adjustment eliminates discrete items impacting income tax expense. For the year ended December 31, 2024 and 2023, discrete items relate to additional income tax expense recorded during the period related to the exercise of stock compensation.
(5) This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal tax rate of 21%. (6) This adjustment eliminates discrete items impacting income tax expense. For the year ended December 31, 2025 and 2024, discrete items relate to additional income tax expense recorded during the period associated with vesting of stock-based compensation awards.
For the year ended December 31, 2023, this adjustment gives effect to $370,000 payment related to early extinguishment of our Seller Note and one-time non-recurring expenses of $45,000 and a loss on the change in fair value of our interest rate swap of $21,000.
(4) For the year ended December 31, 2025, this adjustment gives effect to a loss recorded on the change in fair value of our interest rate swap of $80,000, as well as corporate re-brand costs of $154,000 and one-time non-recurring expenses, including acquisition and/or integration expenses of $885,000.
A reconciliation of net income to adjusted net income for the years ended December 31, 2024 and 2023 is presented in the following table (in 000’s): Year Ended December 31, 2024 2023 Amount Per diluted share Amount Per diluted share Net loss from continuing operations: $ (13,281 ) $ (3.47 ) $ (3,441 ) $ (0.90 ) Adjustments: Impairment loss on intangible assets (1) 14,150 3.70 — — Amortization of intangible assets (2) 2,559 0.67 2,559 0.67 Stock-based compensation expense (3) 728 0.19 1,365 0.35 Other unusual items (4) 327 0.08 982 0.26 Tax impact of adjustments (5) (3,730 ) (0.97 ) (1,030 ) (0.27 ) Impact of discrete items impacting income tax expense (6) 38 0.01 103 0.03 Non-GAAP net income: $ 791 $ 0.21 $ 538 $ 0.14 Weighted average number of common shares outstanding – diluted 3,829 3,816 (1) This adjustment represents the impairment loss on intangible assets that was recognized for the year ended December 31, 2024.
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. 26 A reconciliation of net income to adjusted net income for the years ended December 31, 2025 and 2024 is presented in the following table (in thousands): Year Ended December 31, 2025 2024 Amount Per diluted share Amount Per diluted share Net loss from continuing operations: $ (1,558 ) $ (0.40 ) $ (13,281 ) $ (3.47 ) Adjustments: Impairment loss (1) 250 0.06 14,150 3.70 Amortization of intangible assets (2) 2,501 0.65 2,559 0.67 Stock-based compensation expense (3) 831 0.21 639 0.16 Other unusual items (4) 1,119 0.29 327 0.08 Tax impact of adjustments (5) (987 ) (0.25 ) (3,712 ) (0.96 ) Impact of discrete items impacting income tax expense (6) 41 0.01 38 0.01 Non-GAAP net income: $ 2,197 $ 0.57 $ 720 $ 0.19 Weighted average number of common shares outstanding – diluted 3,859 3,829 __________________ (1) The adjustment represents the impairment loss on right-of-use asset and leasehold improvements due to the Company’s sublease for the year ended December 31, 2025, and intangible assets for the year ended December 31, 2024.
While our current liabilities from continuing operations exceed current assets from continuing operations, we believe our ability to renegotiate our Credit Agreement and ability to continue to generate cash will benefit us in the future.
While our current liabilities from continuing operations exceed current assets from continuing operations, we believe our ability to renegotiate our Credit Agreement and ability to continue to generate cash will benefit us in the future. 24 As of December 31, 2025, the aggregate principal amount available under our Revolving LOC was $1,500,000 and is set to expire June 30, 2026.
(3) The adjustments represent stock-based compensation expense 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) The adjustments represent stock-based compensation expense related to awards of stock options, restricted stock units, or common stock in exchange for services.
For the year ended December 31, 2023, interest expense is also attributed to the $22,000,000 Seller Note to finance the acquisition of Newswire. Interest expense, net was partially offset by interest income of $60,000 and $35,000 for the year ended December 31, 2024, and 2023, respectively, from deposit and money market accounts.
Interest expense, net was partially offset by interest income of $369,000 and $60,000 for the year ended December 31, 2025, and 2024, respectively, from deposit and money market accounts. Other income (expense) Other income (expense) represents the change in fair value of our interest rate swap.
See Note 6 to our financial statements regarding information on our Credit Agreement. Disclosure about Off-Balance Sheet Arrangements We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.
As of December 31, 2025, there was no outstanding balance under the Revolving LOC and the interest rate was 5.74%. See Note 6 to our financial statements for additional information. Disclosure about Off-Balance Sheet Arrangements We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.
There was no impairment loss recorded as of and for the year ended December 31, 2023. Interest Expense, net We recognized interest expense of $1,167,000 and $1,284,000 during the years ended December 31, 2024 and 2023, respectively, related to our long-term Credit Agreement.
This decrease caused a decrease in the expected cashflows the assets will generate, which resulted in the impairment charge. Interest Expense, net We recognized interest expense of $371,000 and $1,167,000 during the years ended December 31, 2025 and 2024, respectively, related to our long-term Credit Agreement.
As a result of the Company’s rebranding to ACCESS Newswire, management determined the useful life of the Newswire trademarks to be 5 years as opposed to the original 15 years upon the initial valuation in 2022. This decrease caused a decrease in the expected cashflows the assets will generate, which resulted in the impairment charge.
During the year ended December 31, 2024, an impairment charge of $14,150,000 associated with the Newswire trademarks was required. As a result of our rebranding to ACCESS Newswire, management determined the useful life of the Newswire trademarks to be 5 years as opposed to the original 15 years upon the initial valuation in 2022.
If we are successful in this effort, we believe we can further increase our market share as we move forward. Critical Accounting Policies and Estimates The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries.
Critical Accounting Policies and Estimates The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. Significant intercompany accounts and transactions are eliminated in consolidation.
The decrease is primarily due to a benefit to stock compensation expense as a result of the resignation of an executive officer, a decrease in corporate headcount, as well as, lower one-time transaction and integration costs, partially offset by an increase in the provision for credit losses. 24 Table of Contents As a percentage of revenue, General and administrative expenses were 30% for the year ended December 31, 2024, as compared to 34% for 2023.
During the year ended December 31, 2024, general and administrative expenses were favorably impacted by a benefit of $340,000 to stock compensation expense as a result of the resignation of an executive officer. As a percentage of revenue, General and administrative expenses were 32% for the year ended December 31, 2025, as compared to 30% for 2024.
The difference in our effective tax rate of 23.0% and the statutory rate of 21% is primarily attributable to state income taxes, partially offset by the impact of stock-based compensation and return to provision adjustments. Liquidity and Capital Resources As of December 31, 2024, we had $4,103,000 in cash and cash equivalents and $3,351,000 in net accounts receivable.
For the year ended December 31, 2025, this was partially offset by the impact of stock-based compensation and foreign taxes. Liquidity and Capital Resources As of December 31, 2025, we had $3,025,000 in cash and cash equivalents and $3,884,000 in net accounts receivable.
For the year ended December 31, 2023, this also includes $370,000 paid to extinguish the Seller Note. 25 Table of Contents Income Taxes We recorded income tax benefit of $4,064,000 during the year ended December 31, 2024, compared to $938,000 during the year ended December 31, 2023.
Income Taxes We recorded income tax benefit of $395,000 during the year ended December 31, 2025, compared to $4,064,000 during the year ended December 31, 2024. The difference in our effective tax rate as of December 31, 2025 and 2024, and the statutory rate of 21% is primarily attributable to state income taxes.
For the year ended December 31, 2023, this adjustment gives effect to $370,000 payment related to early extinguishment of our Seller Note and one-time non-recurring expenses, including acquisition and/or integration expenses of $591,000 and a loss on the change in fair value of our interest rate swap of $21,000. 28 Table of Contents (5) This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal tax rate of 21%.
(2) For the year ended December 31, 2025, this adjustment gives effect to a loss recorded on the change in fair value of our interest rate swap of $80,000, as well as corporate re-brand costs of $154,000 and non-recurring fees of $629,000.
Cost of Revenues Cost of revenues consists primarily of direct labor costs, newswire distribution costs, teleconferencing costs and third-party licensing costs. Cost of revenues increased by $10,000 during the year ended December 31, 2024, as compared to the same period of 2023. Overall gross margin decreased $1,475,000, or 8%, during the year ended December 31, 2024, compared to 2023.
Cost of revenue decreased by $312,000, or 6%, during the year ended December 31, 2025, as compared to the same period of 2024. The decrease was primarily related to a decrease in headcount and optimization of operational teams, partially offset by an increase in distribution costs of our newswire business.
Impairment loss on intangible assets The Company performed its annual assessment for impairment of intangible assets and determined an impairment charge of $14,150,000 associated with the Newswire trademarks was necessary for the year ended December 31, 2024.
The impairment loss was allocated between our right-of-use-asset for the office lease in the amount of $187,000 and our leasehold improvements of $63,000. During the year ended December 31, 2025, we performed our annual assessment for impairment of goodwill and intangible assets and determined there was no impairment charge.
Adjusted EBITDA and adjusted net income are non-GAAP financial measures and should not be considered as a substitute for analysis of our results as reported under US GAAP. These measures are defined differently by different companies, and accordingly, such measures may not be comparable to similarly titled measures of other companies, and have important limitations as an analytical tool.
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. 25 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.
Removed
The decrease is primarily due to a 15% decrease in revenue from our previously branded Newswire business due to a decrease in volume. Revenue from our investor relations website subscriptions and webcasting and events business decreased slightly as well.
Added
For more information regarding continuing and discontinued operations, see Note 3 to our Consolidated Financial Statements for the years ended December 31, 2025 and 2024.
Removed
Other income (expense) Other income (expense) represents the change in fair value of our interest rate swap.
Added
The decrease is primarily related to decrease in revenue from our PRO plan products and webcasting and events business, partially offset by an increase in revenue from our core press release business driven by increases in subscriptions.
Removed
See Note 15 (Subsequent Events) to our Consolidated Financial Statements relating to the sale of our Compliance business and the repayment of $12,000,000 of our long-term debt as of February 28, 2025. As a result of the repayment, the Company expects to no longer have negative working capital for the foreseeable future.
Added
Deferred revenue primarily consists of advance billings for pre-paid packages of our news distribution products as well as advance billings for subscriptions of our cloud-based products. Cost of Revenue Cost of revenue consists primarily of direct labor costs, newswire distribution costs, teleconferencing costs and third-party licensing costs.
Removed
Non-GAAP Measures Management believes that certain non-GAAP measures, such as non-GAAP free cash flow, non-GAAP adjusted free cash flow, non-GAAP adjusted EBITDA (“adjusted EBITDA”), and non-GAAP adjusted net income (“adjusted net income”) provide useful information about our operating results and enhance the overall ability to assess our financial performance.
Added
During the year-ended December 31, 2025, general and administrative were impacted by an increase in one-time costs for the year of $484,000 partially offset by a decrease in employee-related expenses due to a decrease in corporate headcount.
Removed
We use these measures, together with other measures of performance prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), to compare the relative performance of operations in planning, budgeting, and reviewing the performance of our business.
Added
Impairment loss On December 18, 2025, we entered into a Commercial Sublease Agreement (the “Sublease”), to lease 100% of our corporate headquarters for the remaining term of the lease, commencing on March 1, 2026 through December 31, 2027. As a result of the Sublease, the Company recorded an impairment charge of $250,000 for the year ended December 31, 2025.
Removed
Adjusted EBITDA and adjusted net income allow investors to make a more meaningful comparison between our core business operating results over different periods of time. We believe that adjusted EBITDA and adjusted net income, when viewed with our results under US GAAP and the accompanying reconciliations, provide useful information about our business without regard to potential distortions.
Added
We currently have no plans to utilize the Revolving LOC but may do so in the future. If the Company does utilize any funds under the Revolving LOC, the funds will bear interest at a per annum rate equal to the then current SOFR plus 2.05%.
Removed
By eliminating potential differences in results of operations between periods caused by factors such as acquisition-related expenses and other items as described below, we believe adjusted EBITDA and adjusted net income can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated.
Added
Non-GAAP 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 below.
Removed
Management uses free cash flow, which is defined as net cash flows provided by operating activities less payments for purchases of fixed assets and capitalized software, in reviewing the financial performance and cash generation by our various business groups and evaluating cash levels.
Added
Management believes that the use of EBITDA from continuing operations, Adjusted EBITDA from continuing operations, non-GAAP net income (loss) from continuing operations, non-GAAP net income (loss) from continuing operations per share, free cash flow and adjusted free cash flow is helpful to its investors.
Removed
We believe free cash flow is a useful measure for investors because it portrays our ability to grow organically and generate cash from our businesses for purposes such as paying interest on our indebtedness, repaying debt, funding business acquisitions, investing in product development, re-purchasing our common stock, and paying dividends, if it is determined we do so in the future.
Added
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.
Removed
In addition, securities analysts, investors, and others frequently use free cash flow in their evaluation of companies. Adjusted free cash flow represents a further non-GAAP adjustment to free cash flow to exclude the effect of cash paid for acquisition and integration related activities and unusual or non-recurring transactions.
Added
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.
Removed
Management believes that by excluding these infrequent or unusual items from free cash flow, it better portrays our ability to generate cash, as such items are not indicative of the Company’s operating performance for the period. 26 Table of Contents The uses of these non-GAAP financial measures are not intended to be considered in isolation of, or as substitute for, the financial information prepared and presented in accordance with US GAAP.
Added
Non-GAAP net income (loss) 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.
Removed
Free cash flow and adjusted free cash flow do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs. Our calculation of free cash flow and adjusted free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as a comparative measure.
Added
Non-GAAP net income (loss) from continuing operations per share is calculated by dividing non-GAAP net income (loss) from continuing operations by the weighted-average diluted shares outstanding as presented in the calculation of GAAP net income (loss) from continuing operations per share.
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Free cash flow and adjusted free cash flow are non-GAAP financial measures.
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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.
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(2) For the year ended December 31, 2024, this adjustment gives effect to payments for one-time accounting fees, termination benefits and other non-recurring or unusual expenses. During the year ended December 31, 2023, this adjustment is primarily related to a one-time payment of $370,000 related to the early termination of the note payable associated with the Newswire acquisition.
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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.
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We have invested and will continue to invest in our product sets, platforms and intellectual property development via internal development and acquisitions.
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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 purchases of property and equipment and capitalized software.
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Acquisitions remain a core part of our strategy and we believe acquisitions are key to enhancing our overall offerings in the market and are necessary to keep our competitive advantages and facilitate the next round of growth that management believes it can achieve.
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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.
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Customers consist of public corporate issuers and professional firms, such as investor and public relations firms. In the case of news distribution and webcasting offerings, customers also include private companies.
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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.
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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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We do not believe that we face material market risk with respect to our cash or cash equivalents, which totaled $4,103,000 and $5,714,000 at December 31, 2024 and 2023, respectively. We did not hold any marketable securities as of December 31, 2024 or 2023.
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We do not believe that we face material market risk with respect to our cash or cash equivalents, which totaled $3,025,000 and $4,103,000 at December 31, 2025 and 2024, respectively. We did not hold any marketable securities as of December 31, 2025 or 2024. 30

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