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What changed in MITEK SYSTEMS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MITEK SYSTEMS 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.

+304 added−293 removedSource: 10-K (2025-12-11) vs 10-K (2024-12-16)

Top changes in MITEK SYSTEMS INC's 2025 10-K

304 paragraphs added · 293 removed · 193 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeProduct and Technology Overview Technology Our digital technology solutions are provided in two parts: (i) as software development kits for mobile image or voice pattern capture and (ii) a cloud software platform which uses artificial intelligence and machine learning to classify and extract data to enable mobile check deposit as well as aid the authentication of documents including checks, passports, identity cards, and driver's licenses using a camera-equipped device. 1 Our technology uses patented algorithms that analyze images of documents in many ways.
Biggest changeProduct and Technology Overview Technology Our digital technology solutions are provided in various formats: (i) cloud software platforms utilizing AI, computer vision and machine learning to enable mobile check deposits and check verifications, verify identities, and authenticate documents (including passports, identity cards, and driver's licenses); (ii) licensed software for mobile check deposits and check verifications, and biometric identifications; and (iii) software development kits (“SDK”) designed for mobile image and voice pattern capture.
Market Opportunities, Challenges & Risks We believe that financial institutions, fintech platforms, and other companies see our patented solutions as a way to provide a superior digital customer experience to meet growing consumer demands of trust and convenience online and, at the same time, assist them in meeting regulatory requirements.
Market Opportunities, Challenges & Risks We believe that financial institutions, fintech platforms, and other companies see our patented solutions as a way to provide a superior digital customer experience to meet growing consumer demands for trust and convenience online and, at the same time, assist them in meeting regulatory requirements.
Information contained in, or that can be accessed through, our website is not incorporated by reference into, nor is it in any way a part of, this Form 10-K. 6
Information contained in, or that can be accessed through, our website is not incorporated by reference into, nor is it in any way a part of, this Form 10-K. 5
Mitek Verified Identity Platform (“MiVIP®”) MiVIP® is an advanced, end-to-end identity verification solution designed to address the increasing demands for seamless, secure, and scalable KYC process that helps companies quickly design, build, and deploy robust KYC journeys with little or no development resources.
Mitek Verified Identity Platform (“MiVIP®”) MiVIP is an advanced, patented, end-to-end identity verification solution designed to address the increasing demands for seamless, secure, and scalable KYC processes. It allows companies to quickly design, build, and deploy robust KYC journeys with little or no development resources.
The negative outcomes of fraud and cyber-attacks encompass financial losses, brand damage, and loss of loyal customers, which we predict will lead to growth in demand for identity verification and sophisticated fraud detection, prevention and management products.
Furthermore, as the use of new technologies like deepfakes and generative AI increase, so do associated fraud and cyber-attacks. The negative outcomes of fraud and cyber-attacks encompass financial losses, brand damage, and loss of loyal customers, which we predict will lead to growth in demand for identity verification and sophisticated fraud detection, prevention and management products.
These include image quality analysis, image repair and optimization, document identification and classification, data extraction, and numerous authenticators. Products Mobile Deposit® Mitek’s Mobile Deposit® is used today by millions of consumers in the United States (“U.S.”) and Canada for mobile check deposit. Mobile Deposit® enables individuals and businesses to remotely deposit checks using their camera-equipped smartphone or tablet.
Products Mobile Deposit® Mitek’s Mobile Deposit is used today by millions of consumers in the United States (“U.S.”) and Canada for mobile check deposit. Mobile Deposit enables individuals and businesses to remotely deposit checks using their camera-equipped smartphone or tablet.
Our principal competition comes from: (i) customer-developed solutions; (ii) companies offering alternative methods of identity verification; (iii) companies offering competing technologies capable of mobile remote deposit capture or authenticating identity documents and facial photo comparison; and (iv) alternate forms of user authentication, including face and voice recognition.
Our principal competition comes from: (i) customer-developed solutions; (ii) companies offering alternative methods of fraud and identity solutions; (iii) companies offering competing technologies capable of mobile remote deposit capture or authenticating identity documents and facial photo comparison; and (iv) alternate forms of user authentication, including face and voice recognition. 4 We may also face growing competition from adjacent vendors expanding through partnerships or acquisitions, as well as from new entrants and emerging technologies.
Variability and Quarterly Results Occasionally, the timing of large one-time orders, such as those associated with large customer refresh cycles or significant volume rollouts, creates variability in our quarterly results.
In addition to research and development, our engineering staff provides customer technical support on an as-needed basis. Variability and Quarterly Results Occasionally, the timing of large one-time orders, such as those associated with large customer refresh cycles or significant volume rollouts, creates variability in our quarterly results.
We believe that our future success depends in part on our ability to maintain and improve our core technologies, enhance our existing products, and develop new products that meet an expanding range of customer requirements.
Research and Development We develop software products internally and also purchase or license rights to third-party intellectual property. We believe that our future success depends in part on our ability to maintain and improve our core technologies, enhance our existing products, and develop new products that meet an expanding range of customer requirements and build lasting technology differentiation.
With built-in image quality analysis and image usability analysis, Check Intelligence also ensures that the check meets the Check Clearing for the 21st Century Act (Check 21) requirements and other industry and regulatory standards.
With built-in image quality analysis and image usability analysis, Check Intelligence also ensures that the check meets the Check Clearing for the 21st Century Act (Check 21) requirements and other industry and regulatory standards. MiPass ® MiPass is a next-generation passwordless authentication solution that leverages multimodal biometrics to secure high-value transactions.
We intend to expand our existing product offerings and introduce new mobile image capture and digital identity verification capabilities that meet a broader set of needs of our customers. We intend to continue to support the major industry standard operating environments.
It also allows the company to build new capabilities that can differentiate the product offering from the competition. We intend to expand our existing product offerings and introduce new mobile image capture, digital identity verification, and deepfake detection capabilities that meet a broader set of needs for our customers.
Our research and development organization includes software engineers and scientists, many of whom have advanced degrees, as well as additional personnel in quality assurance and related disciplines. All our scientists and software engineers are involved in product development. The development team includes specialists in artificial intelligence, computer vision, software engineering, user interface design, product documentation, product management, and quality assurance.
We intend to continue to support the major industry standard operating environments. Our research and development organization includes software engineers and scientists, many of whom have advanced degrees, as well as additional personnel in quality assurance and related disciplines. All our scientists and software engineers are involved in product development.
MiVIP® combines facial biometrics, liveness detection, ID document validation, database checks, geolocation, digital footprint analysis, and more to provide the clearest picture of who is requesting access to a business’ services. This multi-layered approach ensures comprehensive protection against fraud, enabling businesses to verify identities with precision while mitigating sophisticated threats, including synthetic identities and deepfakes.
MiVIP utilizes Mitek’s Mobile Verify engine and combines facial biometrics, liveness detection, ID document validation, database checks, geolocation, digital footprint analysis, and more to provide the clearest picture of who is requesting access to a business’ services.
Risk Factors” and the subheading “Risks Related to Regulation and Compliance.” 5 Human Capital Resources As of September 30, 2024, we had 630 employees, 178 in the U.S. and 452 internationally, 565 of which are full time.
Risk Factors” and the subheading “Risks Related to Regulation and Compliance.” Human Capital Resources As of September 30, 2025, we had 595 employees, 177 in the U.S. and 418 internationally, 561 of which are full time. We have never had a work stoppage and none of our employees in the United States are represented by a labor union.
MiVIP further empowers businesses by offering modular, scalable solutions that can adapt to the unique needs of highly regulated environments. By combining advanced security features, streamlined deployment, and user-friendly design, MiVIP exemplifies Mitek's commitment to delivering a trusted and comprehensive identity verification platform that empowers organizations to protect their customers and their ecosystems.
By combining advanced security features, streamlined deployment, and user-friendly design, MiVIP exemplifies Mitek's commitment to delivering a trusted and comprehensive identity verification platform that empowers organizations to protect their customers and their ecosystems. Mobile Verify® Mobile Verify is our patented omnichannel Identity Document Verification (“IDV”) engine, deployable seamlessly across mobile, web, and desktop environments.
Check Intelligence Check Intelligence enables financial institutions to automatically extract data from a check image received across any deposit channel—branch, ATM, remote deposit capture, and mobile.
CheckReader is utilized as a core component throughout a wide range of check processing applications, including ATMs, centralized and back office processes, remittance, merchants, and fraud applications. Check Intelligence Check Intelligence enables financial institutions to automatically extract data from a check image received across any deposit channel—branch, ATM, remote deposit capture, and mobile.
If we are unable to protect our intellectual property, or we infringe on the intellectual property rights of a third-party, our operating results could be adversely affected. As of September 30, 2024, the U.S.
If we are unable to protect our intellectual property, or we infringe on the intellectual property rights of a third-party, our operating results could be adversely affected. As of September 30, 2025, the Company had 110 issued patents with expiration dates ranging from 2026 through 2045 and we have filed for 25 additional domestic and international patents.
A key differentiator of MiVIP is its focus on enhancing the user experience. The platform supports omni-channel journeys, allowing users to seamlessly transition between devices—mobile, desktop, or others—without losing progress. This flexibility minimizes friction, making it ideal for diverse industries, including financial services, telecommunications, and e-commerce.
This multi-layered approach provides comprehensive protection against fraud, enabling businesses to verify identities with precision while mitigating sophisticated threats, including synthetic identities and deepfakes. A key differentiator of MiVIP is its focus on enhancing the user experience. The platform supports omni-channel journeys, allowing users to seamlessly transition between devices—mobile, desktop, or others—without losing progress.
If we were to lose a channel partner relationship, we believe either we or another channel partner could sell our products to the end-users that had purchased products from the channel partner we lost. However, in that case, we or another channel partner must establish a relationship with the end-users, which could take time to develop.
This is attributable to the timing of renewals or purchases of licenses and does not represent a dependence on any single channel partner. If we were to lose a channel partner relationship, we believe either we or another channel partner could sell our products to the end-users that had purchased products from the channel partner we lost.
Mobile Deposit® allows consumers to capture photographs of the front and back of a check and then remotely deposit the check all within their financial institution’s mobile banking app.
Mobile Deposit allows consumers to capture images of the front and back of a check and then remotely deposit the check directly within their financial institution’s mobile banking app. Mitek delivers a simple and convenient user experience with our proprietary mobile automatic capture, which assists users in capturing a high quality image of a check.
We face direct and indirect competition from a broad range of competitors who offer a variety of products and solutions to our current and potential customers.
Competition The market for our products and solutions is highly competitive and continues to evolve rapidly. We face direct and indirect competition from a broad range of competitors who offer a variety of products and solutions to our current and potential customers. Competition among product providers in this market generally focuses on price, accuracy, reliability, global coverage, and technical support.
During each of the last few years, sales of licenses to one or more channel partners have comprised a significant portion of our revenue each year. This is attributable to the timing of renewals or purchases of licenses and does not represent a dependence on any single channel partner.
If implementation of our products by our channel partners and customers is delayed or otherwise not completed, our business, financial condition, and results of operations may be adversely affected. During each of the last few years, sales of licenses to one or more channel partners have comprised a significant portion of our revenue each year.
Global Reach and Trusted Partnerships Mitek’s identity verification solutions are marketed and delivered worldwide through a blend of direct sales teams in the North America and Europe, and through channel partnerships with leading financial services and identity verification providers.
Global Reach and Distribution Mitek’s solutions are delivered globally through a combination of direct sales and strategic channel partnerships. The Company operates in North America, United Kingdom and Europe and maintains relationships with technology, fraud, and identity providers that integrate Mitek’s solutions into their platforms.
The value of digital transformation to our customers is a possible increase in top line revenue and a reduction in the cost of sales and service. As the use of new technology increases, so does associated fraud and cyber-attacks.
The value of digital transformation to our customers is associated with a possible increase in top line revenue and a reduction in the cost of sales and service. In addition, increasing rates of fraud, combined with expanding global regulatory requirements for identity verification and transaction monitoring, are driving demand for advanced, compliant digital identity and fraud prevention solutions.
Available Information We are subject to the reporting requirements of the Exchange Act.
We offer industry competitive wages and benefits and are committed to maintaining a workplace environment that promotes employee productivity and satisfaction. Available Information We are subject to the reporting requirements of the Exchange Act.
Mobile Deposit® is embedded within the financial institutions’ digital banking apps used by consumers and now processes more than one billion check deposits annually. Mitek began selling Mobile Deposit® in early 2008 and received its first patent for this product in August 2010.
Mobile Deposit is embedded directly within countless financial institutions’ digital banking apps and used by their customers to process more than one billion check deposits annually. Mobile Deposit’s patented technology has been trusted by the US’s largest financial institutions for nearly 20 years.
Our acquisition of HooYu Ltd. in 2022 further bolstered our identity verification leadership through both KYC capabilities and rapid orchestration capabilities, linking biometrics with real-time data aggregation across credit bureaus, sanctions lists, and law enforcement databases.
These proprietary capabilities provide rapid response to evolving threats such as injection attacks, template attacks, and deepfakes. In 2022, Mitek acquired HooYu Ltd., a provider of orchestration and KYC solutions that integrate biometric verification with real-time data aggregation from third party data providers that include credit bureaus, sanctions lists, and law enforcement databases.
Moreover, as the market for automated document processing, image recognition and authentication, check imaging, and fraud detection software develops, a number of companies with significantly greater resources than we have could attempt to enter or increase their presence in our industry, either independently or by acquiring or forming strategic alliances with our competitors, or otherwise increase their focus on the industry, or reshape the market through pricing or other innovations.
As markets for automated document processing, image recognition, check imaging, and fraud detection evolve, larger companies with greater resources could enter or increase their focus either directly or by aligning with our competitors. In some cases, competitors may collaborate or form partnerships to strengthen their offerings and better serve our current and potential customers.
Mitek's MiSnap™ helps enable every user to capture a quality image the first time. CheckReader ™ CheckReader™ enables financial institutions to automatically extract data from checks once they have been scanned or photographed by the application.
By enabling “first-time right” image acceptance, MiSnap can significantly reduce abandonment rates across all of fraud and identity for mobile deposits and identity onboarding, driving superior engagement metrics and lower support costs for our enterprise clients. CheckReader ™ CheckReader enables financial institutions to automatically extract data from checks once they have been scanned or photographed by the application.
We believe our primary competitive advantages in this market are: (i) our mobile auto image capture user experience used by millions of consumers; (ii) our patented data science; (iii) scalability; and (iv) an architectural software design that allows our products to be more readily modified, improved with added functionality, and configured for new products, thereby allowing our software to be easily upgraded.
We believe our primary competitive advantages in this market are: (i) our mobile auto image capture user experience used by millions of consumers; (ii) in house expertise including proprietary algorithms and patented technologies developed by internal data science and engineering teams; (iii) scalability; and (iv) our vertically integrated proprietary technology stack that allows us to innovate rapidly, maintain control over and enforce rigorous quality and security standards, capture higher margins by eliminating vendor reliance, and adapt efficiently to changing customer and market needs.
The team is responsible for maintaining and enhancing the performance, quality, and utility of all of our products. In addition to research and development, our engineering staff provides customer technical support on an as-needed basis.
The development team includes specialists in AI, fraud, data analytics, computer vision, machine learning, data science, software engineering, user interface design, product documentation, product management, and quality assurance. The team is responsible for maintaining and enhancing the performance, quality, and utility of all of our products.
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ITEM 1. BUSINESS. Overview Mitek Systems, Inc. (“Mitek,” the “Company,” “we,” “us,” and “our”) is a pioneer in mobile image capture and a global provider of solutions in the fraud prevention, digital identity verification, and cybersecurity markets. Our products address the increasing sophistication of fraud in areas such as new account openings, digital account access, and payments.
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ITEM 1. BUSINESS. Overview Mitek Systems, Inc. (“Mitek” or the “Company”) is a global provider of digital identity verification and fraud prevention solutions. The Company’s technologies help organizations verify identities, mitigate fraud risk, and enable secure digital interactions in response to increasingly complex and evolving threats, including those driven by artificial intelligence (“AI”).
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Utilizing artificial intelligence, computer vision, and proprietary biometrics, our enterprise-grade verification tools protect organizations from escalating check fraud, ongoing account opening fraud, and new cyber threats such as deepfakes and voice clones. Mitek’s Mobile Check Deposit product is trusted by consumers for its convenience and accuracy verifying checks for deposit, facilitating approximately 1.2 billion transactions annually.
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Mitek’s platform addresses key use cases across digital interactions and customer lifecycle, including new account openings, account access, and mobile check deposit. Core capabilities include AI, machine learning, computer vision, and proprietary biometric liveness, and deepfake detection technologies that support identity verification, detect manipulation, and help prevent digital impersonation.
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This solution powers secure, fast, and convenient deposit services for many organizations, enhancing consumer experience. We serve over 7,900 financial services organizations, financial technology (“fintech”) brands, telecommunications companies, and marketplace brands globally. Our verification and fraud detection technology is embedded directly within mobile and web applications, providing seamless verification at every touchpoint in the customer lifecycle.
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The Company’s Mobile Check Deposit product enables approximately 1.2 billion transactions annually and is widely used by financial institutions to provide consumers with fast, accurate, and secure remote deposit functionality. Mitek’s identity verification technologies are embedded within mobile and web applications, delivering real-time, automated identity validation across critical digital interactions.
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By equipping banks, marketplaces, and fintech platforms with these tools, we help reduce the costs associated with fraud, impersonation, Know Your Customer (“KYC”) and anti-money laundering (“AML”) compliance. Additionally, our solutions improve the customer experience, help to ensure regulatory compliance, and lower operational costs.
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As of the date of this filing, Mitek serves more than 7,000 organizations globally, including financial institutions, financial technology (“fintech”) companies, telecommunications providers, and digital marketplaces. The Company’s solutions assist customers in addressing fraud risk, complying with Know Your Customer (“KYC”) and anti-money laundering (“AML”) regulations, and improving operational efficiency and user experience.
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Expanding Expertise Through Strategic Acquisitions To strengthen our portfolio and enhance security across all stages of the digital customer journey, in 2021 Mitek acquired ID R&D, Inc., a provider of AI-driven voice and face biometrics and liveness detection technologies.
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Strategic Acquisitions and Innovation Mitek has expanded its offerings through targeted acquisitions that support long-term innovation and enhance core capabilities in fraud prevention and identity verification. ID R&D, Inc., a provider of biometric authentication and passive liveness detection technologies, was acquired in 2021 and fully integrated by 2025.
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This acquisition significantly expanded Mitek’s capabilities for identity verification to include passive multimodal authentication needed for multiple touch points in the digital lifecycle of a consumer.
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ID R&D combines applied AI research, biometric science, and product engineering to accelerate the Company’s technology roadmap and support development of secure, scalable identity and fraud solutions. This acquisition strengthened the Company’s ability to support multimodal authentication across multiple points in the digital identity lifecycle.
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These strategic integrations enable Mitek to provide a comprehensive, single-source identity verification and fraud prevention solution that adapts to the sophisticated fraud landscape of today. Addressing a Rapidly Evolving Cybersecurity and Fraud Landscape With generative AI’s rise, the financial sector faces unprecedented challenges, as deepfake and voice cloning technologies create new risks.
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The addition of HooYu further expanded the Company’s offerings in fraud, risk management, and compliance. Addressing Emerging Threats The rapid advancement of AI has introduced a new class of fraud threats, including hyper-realistic deepfakes, voice clones, and synthetic identities that challenge traditional fraud and identity detection methods.
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To meet these threats, Mitek’s identity verification solutions now integrate new forms of manipulation detection to counter advanced, AI-driven fraud tactics by detecting digital manipulation, including artifacts from deepfake engines and signs of visible tampering. We continue to innovate with automated and layered security features to effectively address emerging risks.
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These technologies have altered the market and lowered the barrier to entry for fraudsters, enabling scalable attacks that can bypass legacy systems and exploit digital channels. Mitek’s solutions are specifically designed to help organizations detect and prevent these advanced forms of manipulation.
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These partners embed Mitek solutions into their platforms, amplifying our ability to meet the needs of their customers and helping establish Mitek as the trusted backbone for identity security across high-risk industries.
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The Company’s platform incorporates multilayered security capabilities, including biometric validation, passive and active liveness detection, device and behavioral analysis, and deepfake detection. These capabilities work in concert to identify signs of synthetic or altered content and validate the authenticity of users in real time.
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Vision and Differentiation Driven by a vision of providing trust and convenience through every digital interaction, Mitek enables organizations to protect themselves and their customers amid a challenging and rapidly evolving fraud and cyber landscape.
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To stay ahead of emerging threats, Mitek continues to invest in research and development across fraud, data, AI, identity science, and anti-manipulation technologies. These efforts support the Company’s ability to adapt to the evolving threat landscape and help customers maintain trust, compliance, and security in high-risk digital environments.
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With recognized expertise and a broad portfolio, from mobile deposit capture to advanced AI-enabled identity verification and authentication, Mitek remains committed to leading the way in securing high-risk sectors from checks to deepfakes.
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These relationships extend the reach of the Company’s products and services across key verticals where trust, compliance, and digital security are essential as well as into new geographies. Corporate Vision Mitek’s purpose is to protect what is real across digital interactions in a world of evolving threats.
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Trusted by banks the world over, fintech platforms and telecommunication providers, Mitek combines proven experience with innovative technology to secure the future of digital transactions, empowering organizations to stay ahead of fraud and cyber threats.
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The Company is focused on enabling trust, security, and compliance across the digital landscape by providing organizations with the tools they need to authenticate identities, prevent fraud, and secure high-risk transactions. 1 Mitek’s technology portfolio supports critical identity and fraud prevention functions across regulated and high-risk sectors, including financial services, fintech, telecommunications, healthcare and digital commerce.
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Mitek delivers a simple and easy user experience with our proprietary mobile automatic capture which assists users in capturing a high quality image of a check by holding their mobile device over the check. Check Fraud Defender Check Fraud Defender is an advanced AI-powered, cloud-hosted consortium designed to combat check fraud by leveraging Mitek’s proprietary check image science.
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By combining proven technologies with continuous innovation, Mitek is positioned to meet the evolving needs of its customers and partners and address the increasingly complex challenges of the global threat environment.
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It analyzes over 24 distinct visual elements of checks submitted by participating banks, enabling the detection of visual anomalies and potential fraud. This comprehensive analysis helps banks reduce fraud-related losses and enhances their ability to protect both the institution and its customer.
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Our proprietary technology uses patented algorithms that analyze images of both documents and selfies in a variety of ways, including but not limited to: image quality analysis, image repair and optimization, document identification and classification, data extraction, and numerous authenticators including detection for deepfakes, digital manipulation, and evidence of injected content.
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Mobile Verify® Mobile Verify® is an Identity Document Verification (“IDV”) solution that can be integrated into mobile apps, mobile websites, and desktop applications. Mobile Verify® combines an optimal image capture experience with our leading document authentication technology — helping our customers validate an identity document presented in a digital transaction is genuine and unaltered.
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Check Fraud Defender Check Fraud Defender is our patented cloud-hosted fraud mitigation service, powered by our proprietary analytical tools, neural networks, and a financial industry data consortium, designed to detect check fraud in real-time driving lower operational costs, accelerated decisioning, and enhanced loss prevention for our customers.
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Adding a second layer for identity proofing, Mobile Verify® matches the portrait extracted from the identity document with a selfie of its presenter by doing a biometric face comparison. The Mobile Verify® identity verification engine is a modular cross-platform architecture that uses machine learning and advanced computer vision algorithms.
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It analyzes and scores check images and behavioral data from all channels and evaluates attributes that can be missed by legacy systems. Check Fraud Defender also incorporates elements of our MiVIP platform for reporting and case management. This product family includes a legacy on-premise solution still utilized by a few customers but no longer marketed or sold by the Company.
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To achieve the highest accuracy rates, Mitek’s technology was conceptualized to verify the authenticity of an identity document in the following systematic approach: • Guided document capture, enabling users to take a quality photo for optimal processing; • Document classification computer vision algorithms that recognize and classify thousands of diverse identity documents from around the world allowing for reliable data extraction; • Data extraction that goes beyond traditional Optimal Character Recognition (“OCR”) to deconstruct the document and analyze the content of each field; and • Evaluation of authenticity elements, using a combination of machine learning techniques and unique computer vision algorithms to help determine the authenticity of a document.
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This flexibility minimizes friction, making it ideal for diverse industries, including financial services, telecommunications, and e-commerce. MiVIP further empowers businesses by offering modular, scalable solutions that can adapt to the unique needs of highly regulated environments.
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MiSnap™ 2 Mitek MiSnap™ is a patented mobile-capture software development kit (“SDK”) that enables an intuitive user experience and instant capture of quality images of identity documents and checks. The key to successful mobile check deposit, data pre-fill and ID document verification is the quality of the image capture.
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This solution merges a frictionless user experience with forensic-grade document authentication to instantly validate the integrity of government-issued credentials. Mobile Verify helps establish a definitive “chain of 2 trust” by biometrically binding the physical user to their document-leveraging advanced facial recognition and liveness detection to proactively neutralize deepfakes, synthetic identifies, and digital injection attacks.
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CheckReader™ is utilized as a core component throughout a wide range of check processing applications, including ATMs, centralized and back office processes, remittance, merchants, and fraud applications. CheckReader™ is deployed worldwide in over forty countries.
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MiSnap™ Mitek MiSnap™ is the industry-standard patented SDK for optimizing digital funnels and maximizing user conversion. It replaces manual image capture with a frictionless, auto-capture experience that can guide users to a successful result instantaneously.
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MiPass ® MiPass® is a next-generation authentication solution combining advanced facial and voice biometrics with passive liveness detection to safeguard against sophisticated fraud techniques such as deepfakes, synthetic identities, and identity theft.
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By combining voice and facial recognition with forensic liveness detection, the platform proactively neutralizes synthetic identities and AI-driven presentation attacks. MiPass® offers a scalable, secure alternative to vulnerable legacy credentials, reducing fraud losses while streamlining user access across the enterprise ecosystem.
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As traditional passwords become increasingly vulnerable and cumbersome for users, MiPass transforms the authentication process by offering a seamless, secure alternative that eliminates the need for passwords and one-time passcodes. MiPass® is uniquely differentiated by its ability to provide multimodal biometric authentication that is easy to implement and integrate into existing platforms.
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Recognized for its innovation and market leadership, MiPass has received multiple industry accolades, including awards for excellence in biometric technology and fraud prevention. ID LIVE Products Our biometric and liveness capabilities serve as intrinsic elements of our verification solutions. They provide enterprise-grade security through passive facial liveness assessment, fast and frictionless voice authentication, or instantaneous document liveness detection.
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This flexibility ensures organizations can enhance security without compromising customer experience. The platform's passive liveness detection further elevates its defenses, making it resistant to even the most sophisticated fraud attempts. Recognized for its innovation and market leadership, MiPass has received multiple industry accolades, including awards for excellence in biometric technology and fraud prevention.
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In addition to their integration into our greater platform offerings, these capabilities can also be consumed as stand-alone integrations via application programming interfaces (“API”) or SDKs for on-premises deployments.
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IDLive® Face The IDLive® is the industry’s first passive facial liveness detection product, essential for frictionless fraud prevention in face biometrics for authentication and digital identity proofing. It is iBeta Levels 1 and 2 Presentation Attack Detection (PAD) compliant and processes millions of transactions monthly for customers worldwide.
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Digital Fraud Defender (DFD) Digital Fraud Defender is designed to safeguard the identity verification process from modern fraud techniques like deepfakes, injection attacks, and generative AI-based template attacks, helping to future proof organizations from emerging threat vectors.
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IDLive® Face has been recognized as a top performer in the NIST facial presentation attack detection evaluations, affirming its leadership in security and convenience. Most recently, the product achieved unparalleled industry-leading liveness results in U.S. Homeland Security evaluation of Remote Identity Validation Systems.
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Unlike other deepfake and injection attack detection technologies, Digital Fraud Defender is designed to examine evidence from the point of capture, in its transit state, and at the point of comparison. In addition, Mitek’s advanced approach tests for multiple types of attacks, whether used individually or in combination, to avoid relying on a single source or point of failure.
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IDVoice® IDVoice® is a robust AI-driven voice biometric engine that enables fast, convenient authentication on mobile, web, and telephone channels. The product is also optimized to enable embedded security and personalization on Internet of Things devices. IDVoice® has achieved top rankings in the industry’s leading benchmark challenges.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we do not meet our forecasts or analysts’ forecasts for us, the price of our common stock may decline. • Entry into new lines of business, and our offering of new products and services may result in exposure to new risks. • Adverse economic conditions or reduced spending on information technology solutions may adversely impact our revenue and profitability. • We may need to raise additional capital to fund continuing operations and an inability to raise the necessary capital or the inability to do so on acceptable terms could threaten the success of our business. • We expect to incur additional expenses related to the integration of ID R&D, Inc. and HooYu Ltd. • We may be unable to successfully integrate our business with the respective businesses of ID R&D and HooYu or future acquisitions and realize the anticipated benefits of the acquisitions. • Our actual financial and operating results following the acquisitions of ID R&D and HooYu could differ materially from any expectations or guidance provided by us concerning our future financial and operating results. • Our annual and quarterly results have fluctuated greatly in the past and will likely continue to do so, which may cause substantial fluctuations in our common stock price. • Due to our operations in non-U.S. markets, we are subject to certain risks that could adversely affect our business, results of operations or financial condition. • Our international operations may increase our exposure to potential liability under anti-corruption, trade protection, tax, and other laws and regulations. • Fluctuations in foreign currency exchange and interest rates could adversely affect our results of operations. • An “ownership change” could limit our ability to utilize our net operating loss and tax credit carryforwards, which could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and tax credit carryforwards. • Our cash and cash equivalents could be adversely affected if the financial institutions at which we hold our cash and cash equivalents fail. 7 • Our business could be adversely affected in the event we default under our debt agreements. • Our revenues are dependent on our ability to maintain and expand existing customer relationships and our ability to attract new customers. • The loss of one or more of our key customers could slow our revenue growth or cause our revenues to decline.
Biggest changeIf we do not meet our forecasts or analysts’ forecasts for us, the price of our common stock may decline. • Entry into new lines of business, and our offering of new products and services may result in exposure to new risks. • Adverse economic conditions or reduced spending on information technology solutions may adversely impact our revenue and profitability. • We may be exposed to tariff policy changes that could negatively impact our financial results. • We may need to raise additional capital to fund continuing operations and an inability to raise the necessary capital or the inability to do so on acceptable terms could threaten the success of our business. • Our annual and quarterly results have fluctuated greatly in the past and will likely continue to do so, which may cause substantial fluctuations in our common stock price. • Due to our operations in non-U.S. markets, we are subject to certain risks that could adversely affect our business, results of operations or financial condition. • Our international operations may increase our exposure to potential liability under anti-corruption, trade protection, tax, and other laws and regulations. • Fluctuations in foreign currency exchange and interest rates could adversely affect our results of operations. • An “ownership change” could limit our ability to utilize our net operating loss and tax credit carryforwards, which could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and tax credit carryforwards. • Our cash and cash equivalents could be adversely affected if the financial institutions at which we hold our cash and cash equivalents fail. • Our business could be adversely affected in the event we default under our debt agreements. 6 • Our revenues are dependent on our ability to maintain and expand existing customer relationships and our ability to attract new customers. • The loss of one or more of our key customers could slow our revenue growth or cause our revenues to decline. • We may incur goodwill and intangible asset impairment charges that adversely affect our operating results.
If our common stock is delisted from Nasdaq, our business, financial condition, results of operations and share price could be adversely affected, and the liquidity of our common stock could be impaired.
If our common stock is delisted from Nasdaq, our business, financial condition, results of operations and share price could be adversely affected, and the liquidity of our common stock could be impaired.
As our products and services develop, they mall fall within one or more of these categories. Under the EU AI Act, non-compliant companies may be subject to administrative fines of up to 35 million Euros or 7% of a company’s total worldwide annual turnover for the preceding financial year, whichever is the higher.
As our products and services develop, they may fall within one or more of these categories. Under the EU AI Act, non-compliant companies may be subject to administrative fines of up to 35 million Euros or 7% of a company’s total worldwide annual turnover for the preceding financial year, whichever is the higher.
Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.
Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more 13 difficult for us to acquire financing on acceptable terms or at all.
Such laws and regulations require or may in the future require us or our customers to implement additional and revise existing privacy and security policies and practices; permit individuals to access, correct or delete personal information stored or maintained by us or our customers; inform individuals of security breaches that affect their personal information; and, in some cases, obtain consent to use certain personal information for certain purposes.
Such laws and regulations require or may in the future require us or our customers to implement additional and revise existing privacy and security policies and practices; permit individuals to access, correct or delete personal information stored or maintained by us or our customers; inform individuals of security breaches that affect their personal information; and, in some cases, obtain consent to use certain 14 personal information for certain purposes.
If any of the following risks actually occur, our business, financial condition, results of operations, cash flows, projected results, and future prospects could be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and an investor could lose all or part of their investment or interest.
If any of the following risks actually occur, our business, financial condition, results of operations, cash flows, projected results, and future prospects could be materially and adversely 7 affected. In these circumstances, the market price of our common stock could decline, and an investor could lose all or part of their investment or interest.
The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing 16 and receive detailed information about how their personal information is used by requiring covered companies to provide new disclosures to California consumers (as that term is broadly defined) and provides such consumers new ways to opt-out of certain sales of personal information.
The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used by requiring covered companies to provide new disclosures to California consumers (as that term is broadly defined) and provides such consumers new ways to opt-out of certain sales of personal information.
Risks Associated With Our Business and Operations 8 We currently derive substantially all of our revenue from a few types of technologies. If these technologies and the related products do not achieve or continue to achieve market acceptance, our business, financial condition, and results of operations would be adversely affected.
Risks Associated With Our Business and Operations We currently derive substantially all of our revenue from a few types of technologies. If these technologies and the related products do not achieve or continue to achieve market acceptance, our business, financial condition, and results of operations would be adversely affected.
Risks Related to Privacy, Artificial Intelligence, and Cybersecurity Evolving domestic and international data privacy and Artificial Intelligence laws and regulations may restrict our ability, and that of our customers, to solicit, collect, process, transfer, disclose and use personal information or may increase the costs of doing so, which could harm our business.
Risks Related to Privacy, Artificial Intelligence, and Cybersecurity Evolving domestic and international data privacy and AI laws and regulations may restrict our ability, and that of our customers, to solicit, collect, process, transfer, disclose and use personal information or may increase the costs of doing so, which could harm our business.
Threat actors have and may in the future be able to compromise our security measures or otherwise 18 exploit vulnerabilities in our systems, including vulnerabilities that may have been introduced through the actions of our employees or contractors or defects in the design or manufacture of our products and systems or the products and systems that we procure from third parties.
Threat actors have and may in the future be able to compromise our security measures or otherwise exploit vulnerabilities in our systems, including vulnerabilities that may have been introduced through the actions of our employees or contractors or defects in the design or manufacture of our products and systems or the products and systems that we procure from third parties.
Since 2018, United Services Automobile Association (“USAA”) has filed suit against various parties alleging patent infringement concerning four USAA-owned patents related to mobile deposits, including Wells Fargo Bank, N.A. (“Wells Fargo”) and PNC Bank.
Since 2018, United Services Automobile Association (“USAA”) has filed suit against various parties alleging patent infringement concerning USAA-owned patents related to mobile deposits, including Wells Fargo Bank, N.A. (“Wells Fargo”) and PNC Bank.
Furthermore, the enforceability of similar choice of forum provisions in other companies’ governing documents has been challenged 19 in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.
Furthermore, the enforceability of similar choice of forum provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.
These and other requirements could increase the cost of compliance for us and our customers, restrict our and our customers’ ability to store and 14 process data, negatively impact our ability to offer our solutions in certain locations and limit our customers’ ability to deploy our solutions globally.
These and other requirements could increase the cost of compliance for us and our customers, restrict our and our customers’ ability to store and process data, negatively impact our ability to offer our solutions in certain locations and limit our customers’ ability to deploy our solutions globally.
Any material decline in available funding or our ability to access our cash and cash equivalents could adversely impact our results of operations and liquidity. 15 Our business could be adversely affected in the event we default under our debt agreements.
Any material decline in available funding or our ability to access our cash and cash equivalents could adversely impact our results of operations and liquidity. Our business could be adversely affected in the event we default under our debt agreements.
BIPA provides for substantial penalties and statutory damages and have generated significant class action activity; the cost of litigating and settling any claims that we have violated the BIPA or similar laws could be significant.
BIPA provides for substantial penalties and statutory damages and has generated significant class action activity; the cost of litigating and settling any claims that we have violated the BIPA or similar laws could be significant.
Furthermore, the costs to our customers of compliance with, and other burdens imposed by, such laws, regulations, policies and standards may limit adoption of and demand for our solutions.
Furthermore, the costs to our customers of compliance with, and other burdens imposed by, such laws, regulations, policies and 15 standards may limit adoption of and demand for our solutions.
The risks inherent in global operations include: 13 • lack of familiarity with, and unexpected changes in, foreign laws and legal standards, including employment laws, Artificial Intelligence, and privacy laws, which may vary widely across the countries in which we sell our products; • increased expense to comply with U.S. laws that apply to foreign corporations, including the Foreign Corrupt Practices Act (the “FCPA”); • compliance with, and potentially adverse tax consequences of foreign tax regimes; • fluctuations in currency exchange rates, currency exchange controls, price controls, and limitations on repatriation of earnings; • local economic conditions; • increased expense related to localization of products and development of foreign language marketing and sales materials; • longer accounts receivable payment cycles and difficulty in collecting accounts receivable in foreign countries; • increased financial accounting and reporting burdens and complexities; • restrictive employment regulations; • difficulties and increased expense in implementing corporate policies and controls; • international intellectual property laws, which may be more restrictive or may offer lower levels of protection than U.S. law; • compliance with differing and changing local laws and regulations in multiple domestic and international jurisdictions, including Artificial Intelligence and data privacy laws, as well as compliance with U.S. laws and regulations where applicable in these jurisdictions; and • limitations on our ability to enforce legal rights and remedies.
The risks inherent in global operations include: 11 • lack of familiarity with, and unexpected changes in, foreign laws and legal standards, including employment laws, AI, and privacy laws, which may vary widely across the countries in which we sell our products; • increased expense to comply with U.S. laws that apply to foreign corporations, including the Foreign Corrupt Practices Act (the “FCPA”); • compliance with, and potentially adverse tax consequences of foreign tax regimes; • fluctuations in currency exchange rates, currency exchange controls, price controls, and limitations on repatriation of earnings; • local economic conditions; • increased expense related to localization of products and development of foreign language marketing and sales materials; • longer accounts receivable payment cycles and difficulty in collecting accounts receivable in foreign countries; • increased financial accounting and reporting burdens and complexities; • restrictive employment regulations; • difficulties and increased expense in implementing corporate policies and controls; • international intellectual property laws, which may be more restrictive or may offer lower levels of protection than U.S. law; • compliance with differing and changing local laws and regulations in multiple domestic and international jurisdictions, including AI and data privacy laws, as well as compliance with U.S. laws and regulations where applicable in these jurisdictions; and • limitations on our ability to enforce legal rights and remedies.
If we fail to comply with such laws and regulations, we may be subject to significant fines, penalties or liabilities for noncompliance, thereby harming our business. For example, in 2016, the EU adopted the General Data Protection Regulation (“GDPR”), which establishes new requirements regarding the handling of personal data and which became effective in May 2018.
If we fail to comply with such laws and regulations, we may be subject to significant fines, penalties or liabilities for noncompliance, thereby harming our business. For example, in 2016, the EU adopted the General Data Protection Regulation (“GDPR”), which establishes comprehensive requirements regarding the handling of personal data and which became effective in May 2018.
This is attributable to the timing of the purchase or renewal of licenses and does not represent a dependence on any single channel partner.
This is primarily attributable to the timing of the purchase or renewal of licenses and does not represent a dependence on any single channel partner.
Failure to manage 11 these risks, or failure of any product or service offerings to be successful and profitable, could have a material adverse effect on our financial condition and results of operations. Adverse economic conditions or reduced spending on information technology solutions may adversely impact our revenue and profitability.
Failure to manage these risks, or failure of any product or service offerings to be successful and profitable, could have a material adverse effect on our financial condition and results of operations. 10 Adverse economic conditions or reduced spending on information technology solutions may adversely impact our revenue and profitability.
Our systems, and those of our third-party providers, have and could in the future become subject to cyber-attacks, including using computer viruses, credential harvesting, dedicated denial of services attacks, malware, social engineering, and other means for obtaining unauthorized access to, or disrupting the operation of, our systems and those of our third-party providers.
Our systems, and those of our third-party providers, have and could in the future become subject to cyberattacks, including using computer viruses, credential harvesting, dedicated denial of services attacks, malware, social engineering, and other means for obtaining unauthorized access to, or disrupting the operation of, our systems and those of our third-party providers.
Congress has been actively considering a federal privacy law for some time which, if passed, would likely create a comprehensive national framework for data protection and privacy. This law could supersede many state privacy laws and establish uniform privacy protections across the country, addressing issues such as data security, artificial intelligence governance and consumer rights.
Congress has been actively considering a federal privacy law for some time which, if passed, would likely create a comprehensive national framework for data protection and privacy. This law could supersede many state privacy laws and establish uniform privacy protections across the country, addressing issues such as data security, AI governance and consumer rights.
Furthermore, any sensitive information (including confidential, competitive, proprietary, or personal data) that we input into a third-party generative AI/machine learning platform could be leaked or disclosed to others, including if sensitive information is used to train the third party’s AI/machine learning model.
Furthermore, any sensitive information (including confidential, competitive, proprietary, or personal data) that we input into a third-party generative AI/ML platform could be leaked or disclosed to others, including if sensitive information is used to train the third party’s AI/ML model.
If these technologies and the related products do not achieve or continue to achieve market acceptance, our business, financial condition, and results of operations would be adversely affected. • We cannot predict the impact that the decline of the use of checks, changes in consumer behavior facilitated by advances in technologies, and the development of check alternatives, or the plateau of the penetration of active mobile banking users may have on our business. • Claims that our products infringe upon the rights, or have otherwise utilized proprietary information, of third parties may give rise to costly litigation against us or our customers who we may be obligated to indemnify, and we could be prevented from selling those products, required to pay damages, and obligated to defend against litigation or indemnify our customers. • If the patents we own or license, or our other intellectual property rights, do not adequately protect our technologies, brands or other intellectual property, we may lose market share to our competitors and be unable to operate our business profitably. • We face competition from several companies that may have greater resources than we do, which could result in price reductions, reduced margins, or loss of market share. • We must continue to engage in extensive research and development in order to remain competitive. • Defects or malfunctions in our products could hurt our reputation, sales and profitability. • Our lengthy sales cycles and the difficulty in predicting timing of sales or delays may impair our operating results. • Our historical order flow patterns, which we expect to continue, have caused forecasting difficulties for us.
Changes in such systems could disrupt our business. • We cannot predict the impact that the decline of the use of checks, changes in consumer behavior facilitated by advances in technologies, and the development of check alternatives, or the plateau of the penetration of active mobile banking users may have on our business. • Claims that our products infringe upon the rights, or have otherwise utilized proprietary information, of third parties may give rise to costly litigation against us or our customers who we may be obligated to indemnify, and we could be prevented from selling those products, required to pay damages, and obligated to defend against litigation or indemnify our customers. • If the patents we own or license, or our other intellectual property rights, do not adequately protect our technologies, brands or other intellectual property, we may lose market share to our competitors and be unable to operate our business profitably. • We face competition from several companies that may have greater resources than we do, which could result in price reductions, reduced margins, or loss of market share. • We must continue to engage in extensive research and development in order to remain competitive. • Defects or malfunctions in our products could hurt our reputation, sales and profitability. • Our lengthy sales cycles and the difficulty in predicting timing of sales or delays may impair our operating results. • Our historical order flow patterns, which we expect to continue, have caused forecasting difficulties for us.
The EU, the United Kingdom, and Switzerland also allow the use of Standard Contractual Clauses (SCCs), but some decisions have indicated that Compliance with new transfer frameworks require significant effort for companies to review and revise their procedures and current EU-U.S. data transfer agreements.
The EU, the United Kingdom, and Switzerland also allow the use of Standard Contractual Clauses (SCCs), but some decisions have indicated that compliance with these transfer frameworks requires significant effort for companies to review and revise their procedures and current EU-U.S. data transfer agreements.
See Part II, Item 9A “Controls and Procedures” for additional information about these material weaknesses and our remediation efforts.
See Part II, Item 9A “Controls and Procedures” for additional information about these previously-identified material weaknesses and our remediation efforts.
Risks Related to Privacy, Artificial Intelligence, and Cybersecurity • Evolving domestic and international data privacy and Artificial Intelligence laws and regulations may restrict our ability, and that of our customers, to solicit, collect, process, transfer, disclose and use personal information or may increase the costs of doing so, which could harm our business. • Recent and proposed laws regarding the use of facial recognition technology and the processing of biometric data could increase compliance costs or otherwise make it harder for us to conduct our business, require us to change our business practices, lead to regulatory investigations or actions, and have a material adverse effect on demand for certain of our products. • Our business and operations are subject to a variety of regulatory requirements in the countries in which we operate or in which we offer our solutions, including, among other things, with respect to artificial intelligence (“AI”) and machine-learning (“ML”) technologies that may be difficult and expensive to comply with and that could negatively impact our business. • Security breaches or cyberattacks could expose us to significant liability, cause our business and reputation to suffer and harm our competitive position.
Risks Related to Privacy, Artificial Intelligence, and Cybersecurity • Evolving domestic and international data privacy and AI laws and regulations may restrict our ability, and that of our customers, to solicit, collect, process, transfer, disclose and use personal information or may increase the costs of doing so, which could harm our business. • Our ability to adopt and deploy AI and other new technologies may impact demand for our products and services and impact our internal operations. • Fraudsters’ use of generative AI could create new attack vectors that we may be unable to effectively detect or prevent. • Recent and proposed laws regarding the use of facial recognition technology and the processing of biometric data could increase compliance costs or otherwise make it harder for us to conduct our business, require us to change our business practices, lead to regulatory investigations or actions, and have a material adverse effect on demand for certain of our products. • Our business and operations are subject to a variety of regulatory requirements in the countries in which we operate or in which we offer our solutions, including, among other things, with respect to AI and ML technologies that may be difficult and expensive to comply with and that could negatively impact our business. • Security breaches or cyberattacks could expose us to significant liability, cause our business and reputation to suffer and harm our competitive position.
For the twelve months ended September 30, 2022, the Company derived revenue of $25.0 million from the same single customer, with such customer accounting for 17% of the Company’s total revenue. We expect that we will continue to depend upon a relatively small number of customers for a significant portion of our total revenues for the foreseeable future.
For the twelve months ended September 30, 2023, the Company derived revenue of $27.7 million from the same single customer, with such customer accounting for 16% of the Company’s total revenue. We expect that we will continue to depend upon a relatively small number of customers for a significant portion of our total revenues for the foreseeable future.
The California Privacy Rights Act (the “CPRA”) revised and expanded the CCPA, adding additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data.
The CCPA may increase our compliance costs and potential liability. The California Privacy Rights Act (the “CPRA”) revised and expanded the CCPA, adding additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data.
In 2023, the Data Privacy Framework was introduced as a new mechanism for companies to transfer data from EU member states, the United Kingdom, or Switzerland to the U.S after its predecessor, the Data Privacy Shield, was invalidated.
In 2023, the Data Privacy Framework was introduced as a new mechanism for companies to transfer data from EU member states, the United Kingdom, or Switzerland to the U.S after its predecessor, the Data Privacy Shield, was invalidated. We currently participate in the EU‑U.S. Data Privacy Framework and its UK Extension and Swiss‑U.S. Data Privacy Framework.
For these and other reasons, in the future we may choose to make changes to our pricing practices. Such changes could materially and adversely affect our margins, and our revenues may be negatively affected if our competitors are able to recapture or gain market share. We must continue to engage in extensive research and development in order to remain competitive.
For these and other reasons, in the future we may choose to make changes to our pricing practices. Such changes could materially and adversely affect our margins, and our revenues may be negatively affected if our competitors are able to recapture or gain market share.
As of September 30, 2024, we had 4,671,484 shares of common stock available for issuance pursuant to future grants of equity awards under our existing equity compensation plans, which may limit our ability to provide equity incentive awards to existing and future employees.
As of September 30, 2025, we had 2,804,358 shares of common stock available for issuance pursuant to future grants of equity awards under our existing equity compensation plans, which may limit our ability to provide equity incentive awards to existing and future employees.
We may need to raise additional capital to fund continuing operations and an inability to raise the necessary capital or the inability to do so on acceptable terms could threaten the success of our business.
These factors could negatively impact our business, financial condition, and results of operations. We may need to raise additional capital to fund continuing operations and an inability to raise the necessary capital or the inability to do so on acceptable terms could threaten the success of our business.
NYOB and its founder Max Schrems, the parties responsible for initiating actions to invalidate the previous Frameworks, have indicated it will bring similar challenges against the Data Privacy Framework.
NOYB, or the European Center for Digital Rights, and its founder Max Schrems, the parties responsible for initiating actions to invalidate the previous frameworks, have indicated it will bring similar challenges against the Data Privacy Framework.
For the twelve months ended September 30, 2024, the Company derived revenue of $29.6 million from one customer, with such customer accounting for 17% of the Company’s total revenue. For the twelve months ended September 30, 2023, the Company derived revenue of $27.7 million from the same single customer, with such customer accounting for 16% of the Company's total revenue.
For the twelve months ended September 30, 2025, the Company derived revenue of $26.9 million from one customer, with such customer accounting for 15% of the Company’s total revenue. For the twelve months ended September 30, 2024, the Company derived revenue of $29.6 million from the same single customer, with such customer accounting for 17% of the Company's total revenue.
Additionally, Delaware, Indiana, Iowa, Montana, Oregon, Tennessee, Texas, Kentucky, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey, and Rhode Island have adopted privacy laws, which take effect at different dates through 2026. Additional U.S. states have enacted, or are considering, similar data privacy laws.
Additionally, Delaware, Indiana, Iowa, Montana, Oregon, Tennessee, Texas, Kentucky, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey, and Rhode Island have adopted privacy laws, which take effect at different dates through 2026.
We are highly dependent on the key members of our management team and other key technical personnel. If we were to lose the services of one or more of our key personnel, or if we fail to attract and retain additional qualified personnel, it could materially and adversely affect our business.
If we were to lose the services of one or more of our key personnel, or if we fail to attract and retain additional qualified personnel, it could materially and adversely affect our business.
While we have regained compliance with Nasdaq, if our common stock ceases to be listed for trading on Nasdaq, we expect that our common stock would be traded on the over-the-counter market, and that the value and liquidity of our stockholders’ investments would be materially impacted.
If we are not listed on Nasdaq, we will be limited in our ability to raise additional capital we may need. 19 While we have regained compliance with Nasdaq, if our common stock ceases to be listed for trading on Nasdaq, we expect that our common stock would be traded on the over-the-counter market, and that the value and liquidity of our stockholders’ investments would be materially impacted.
In addition, certain institutional investors that are not permitted to own securities of non-listed companies may be required to sell their shares adversely affecting the market price of our common stock. If we are not listed on Nasdaq, we will be limited in our ability to raise additional capital we may need.
In addition, certain institutional investors that are not permitted to own securities of non-listed companies may be required to sell their shares adversely affecting the market price of our common stock.
If we are unable to adopt, implement and maintain equity compensation arrangements that provide sufficient incentives, we may be unable to retain our existing employees and attract additional qualified candidates. If we are unable to retain our existing employees, including qualified technical personnel, and attract additional qualified candidates, our business and results of operations could be adversely affected.
If we are unable to adopt, implement and maintain equity compensation arrangements that provide sufficient incentives, we may be unable to retain our existing employees and attract additional qualified candidates.
The Company continues to believe that its products do not infringe the Subject Patents and will vigorously defend the right of its end-users to use its technology. On July 29, 2022, USAA filed another patent infringement lawsuit against Truist Bank (“Truist”) in the Eastern District of Texas.
The Company continues to believe that its products do not infringe the Subject Patents and will vigorously defend the right of its end-users to use its technology. On January 28, 2025, USAA filed another patent infringement lawsuit against Regions Financial Corporation and Regions Bank (“Regions”) in the Eastern District of Texas. The lawsuit alleges infringement of U.S.
We may also experience security breaches that may remain undetected for an extended period and, therefore, have a greater impact on our systems, our products, the proprietary data contained therein, our customers and ultimately, our business.
As a result, we may be unable to identify current attacks, anticipate future attacks or implement adequate security measures. We may also experience security breaches that may remain undetected for an extended period and, therefore, have a greater impact on our systems, our products, the proprietary data contained therein, our customers and ultimately, our business.
Legislation and governmental regulations enacted in the U.S. and other countries that apply to us or to our customers may require us to change our current products and services and/or result in additional expenses, which could adversely affect our business and results of operations.
If we are unable to retain our existing employees, including qualified technical personnel, and attract additional qualified candidates, our business and results of operations could be adversely affected. 20 Legislation and governmental regulations enacted in the U.S. and other countries that apply to us or to our customers may require us to change our current products and services and/or result in additional expenses, which could adversely affect our business and results of operations.
Risks Related to Regulation and Compliance • We have identified material weaknesses in our internal control over financial reporting, and if our remediation of such material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
Risks Related to Regulation and Compliance • Although we have concluded that previously identified material weaknesses in our internal control over financial reporting have been remediated, if such remediation was not effective, or if we identify additional material weaknesses in internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
Risks Related to Regulation and Compliance We have identified material weaknesses in our internal control over financial reporting, and if our remediation of such material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
Risks Related to Regulation and Compliance Although we have concluded that previously identified material weaknesses in our internal control over financial reporting have been remediated, if such remediation was not effective, or if we identify additional material weaknesses in internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
Risks Related to Investing in Our Common Stock A potential proxy contest for the election of directors at our annual meeting could result in potential operational disruption, divert our resources, and could potentially result in adverse consequences under certain of our agreements.
Our cybersecurity insurance may be insufficient to cover all losses, may not cover certain types of claims, and may become more expensive or difficult to obtain. 18 Risks Related to Investing in Our Common Stock A potential proxy contest for the election of directors at our annual meeting could result in potential operational disruption, divert our resources, and could potentially result in adverse consequences under certain of our agreements.
Certain of these laws may be materially unfavorable to our interests and/or inconsistent with our existing operations, policies, practices or plans (or may be interpreted as such). We expect other jurisdictions will adopt similar laws.
Other U.S. jurisdictions have adopted or are considering rules addressing profiling, automated decision‑making, audits or impact assessments, and transparency obligations. Certain of these laws may be materially unfavorable to our interests and/or inconsistent with our existing operations, policies, practices or plans (or may be interpreted as such). We expect other jurisdictions will adopt similar laws.
In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. 20 General Risk Factors If we are unable to retain and recruit qualified personnel, or if any of our key executives or key employees discontinues his or her employment with us, it may have a material adverse effect on our business.
General Risk Factors If we are unable to retain and recruit qualified personnel, or if any of our key executives or key employees discontinues his or her employment with us, it may have a material adverse effect on our business. We are highly dependent on the key members of our management team and other key technical personnel.
We have received similar deficiency letters from Nasdaq over the past couple years as the Company was responding to various accounting matters, as previously disclosed.
We received similar deficiency letters from Nasdaq in calendar year 2023 and 2024 as the Company was responding to various accounting matters, as previously disclosed.
Such laws and regulations could restrict our and our customers' ability to collect and use web browsing data and personal information, which may reduce our customers' demand for our solutions. The laws in this area are complex and developing rapidly.
Such laws and regulations could restrict our and our customers' ability to collect and use web browsing data and personal information, which may reduce our customers' demand for our solutions. The laws in this area are complex and developing rapidly. Non‑compliance can result in investigations, orders, suspension of processing, or significant administrative fines, as well as private litigation where available.
Even if we were to prevail, any litigation could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations.
Litigation, either as plaintiff or defendant, could result in significant expense to us, whether or not such litigation is resolved in our favor. Even if we were to prevail, any litigation could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations.
These competitors could, among other things: • announce new products or technologies that have the potential to replace our existing product offerings; • force us to charge lower prices; or • adversely affect our relationships with current clients. 10 We may be unable to compete successfully against our current and potential competitors and if we lose business to our competitors or are forced to lower our prices, our revenue, operating margins, and market share could decline.
These competitors could, among other things: • announce new products or technologies that have the potential to replace our existing product offerings; • force us to charge lower prices; or • adversely affect our relationships with current clients.
District Court for the Northern District of California seeking declaratory judgment that its products do not infringe certain patents held by USAA (collectively, the “Subject Patents”).
District Court for the Northern District of California seeking declaratory judgment that its products do not infringe certain patents held by USAA (collectively, the “Subject Patents”), which USAA sought to dismiss for lack of standing. Following various appeals and transfers, on June 12, 2025, the U.S.
Our business and operations are subject to a variety of regulatory requirements in the countries in which we operate or in which we offer our solutions, including, among other things, with respect to artificial intelligence (“AI”) and machine-learning (“ML”) technologies that may be difficult and expensive to comply with and that could negatively impact our business. 17 AI, automated decision making, and ML technologies are increasingly subject to regulatory scrutiny and oversight, for example, under the comprehensive legal framework governing the use of artificial intelligence adopted by the European Parliament in the European Union (the “EU AI Act”).
Our business and operations are subject to a variety of regulatory requirements in the countries in which we operate or in which we offer our solutions, including, among other things, with respect to AI and ML technologies that may be difficult and expensive to comply with and that could negatively impact our business.
If we were to lose a channel partner relationship, we do not believe such a loss would adversely affect our operations because either we or another channel partner could sell our products to the end-users that had purchased products from the channel partner we lost.
The loss of a channel partner relationship could adversely affect our operations which we would attempt to mitigate through the assignment of such business to another channel partner or through our own licensing of our products to the end-users that had purchased products from the channel partner we lost.
Additionally, where such a model ingests personal data and makes connections using such data, those technologies may reveal other personal or sensitive information generated by the model.
Additionally, where such a model ingests personal data and makes connections using such data, those 17 technologies may reveal other personal or sensitive information generated by the model. Use of third‑party models may also trigger additional contractual obligations, intellectual property risks, and export control considerations.
Non-compliance with the GDPR may result in monetary penalties of up to 4% of worldwide revenue. Due to our international operations, we are subject to certain foreign tax regulations. Such regulations may not be clear, not consistently applied, and subject to sudden change, particularly with regard to international transfer pricing.
Non-compliance with the GDPR may result in monetary penalties of up to the greater of € 20 million or 4% of worldwide annual revenue, and materially similar penalties may apply under the UK GDPR. Due to our international operations, we are subject to certain foreign tax regulations.
Some of our solutions require the storage and transmission of proprietary and confidential information of our clients and their employees, including biometric data. Several jurisdictions have imposed legal and compliance requirements on biometric data that are more stringent than requirements on other classifications of personal data.
Some of our solutions require the storage and transmission of proprietary and confidential information of our clients and their employees, including biometric data.
Additionally, these customers often have limited discretionary funds, which they may choose to spend on items other than our products and services, causing our revenue to decline.
Additionally, these customers often have limited discretionary funds, which they may choose to spend on items other than our products and services, causing our revenue to decline. We may be exposed to tariff policy changes that could negatively impact our financial results. The current global trade environment is characterized by uncertainty and evolving tariff policies.
Our earnings could be reduced by the uncertain and changing nature of such tax regulations. Fluctuations in foreign currency exchange and interest rates could adversely affect our results of operations. Our business is generally conducted in U.S. dollars. However, we earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar.
Such regulations may not be clear, not consistently applied, and be subject to sudden change, particularly with regard to international transfer pricing. Our earnings could be reduced by the uncertain and changing nature of such tax regulations. Fluctuations in foreign currency exchange and interest rates could adversely affect our results of operations. Our business is generally conducted in U.S. dollars.
We also depend on our information technology infrastructure for a variety of functions, including worldwide financial reporting, procurement, invoicing, and email communications. These systems are susceptible to outages due hacking and cyberattacks. We have implemented security measures and controls intended to protect our information technology infrastructure, data centers and other systems and data against cyber-attacks.
These systems are susceptible to outages due to hacking and cyberattacks. They are also vulnerable to human error, power loss, natural disasters, hardware or software defects, and other business continuity risks. We have implemented security measures and controls intended to protect our information technology infrastructure, data centers and other systems and data against cyber-attacks.
Because of the legal challenges presented by these court and data protection authority decisions, there is continuing uncertainty regarding the legal basis for data transfers to the U.S., which could lead to interruption of such transfers. The complex nature and shifting laws related to EU/UK/Switzerland to U.S. data transfers could cause operational interruptions, liabilities and reputational harm.
Because of the legal challenges presented by these court and data protection authority decisions, there is continuing uncertainty regarding the legal basis for data transfers to the U.S., which could require us to implement additional measures, limit or suspend certain transfers, or, in some cases, cease such transfers.
Our ability to compete effectively depends upon our ability to meet changing market conditions and develop enhancements to our products on a timely basis in order to maintain our competitive advantage. The markets for products incorporating mobile imaging and voice software technology and products are characterized by rapid advancements in technology and changes in user preferences.
We must continue to engage in extensive research and development in order to remain competitive. 9 Our ability to compete effectively depends upon our ability to meet changing market conditions and develop enhancements to our products on a timely basis in order to maintain our competitive advantage.
Our continued growth will ultimately depend upon our ability to develop additional technologies and attract strategic alliances for related or separate products.
The markets for products incorporating mobile imaging and voice software technology and products are characterized by rapid advancements in technology and changes in user preferences. Our continued growth will ultimately depend upon our ability to develop additional technologies, enhance our existing applications to meet customers’ changing needs, and attract strategic alliances for related or separate products.
The number and scale of cyberattacks have continued to increase and the methods and techniques used by threat actors, including sophisticated “supply-chain” attacks, continue to evolve at a rapid pace. As a result, we may be unable to identify current attacks, anticipate future attacks or implement adequate security measures.
Ransomware, data exfiltration, business email compromise, account takeover, and supply‑chain attacks can lead to business interruption, corruption or loss of data (including backups), and operational disruptions. The number and scale of cyberattacks have continued to increase and the methods and techniques used by threat actors, including sophisticated “supply-chain” attacks, continue to evolve at a rapid pace.
Security breaches or cyberattacks could expose us to significant liability, cause our business and reputation to suffer and harm our competitive position. We rely on information technology networks and systems, some of which are owned and operated by third parties, to collect, process, transmit, and store electronic information on behalf of our customers.
We rely on information technology networks and systems, some of which are owned and operated by third parties, to collect, process, transmit, and store electronic information on behalf of our customers. We also depend on our information technology infrastructure for a variety of functions, including worldwide financial reporting, procurement, invoicing, and email communications.
The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. The CCPA may increase our compliance costs and potential liability.
California regulations also require recognition of certain browser‑ or device‑based opt‑out signals (such as Global Privacy Control) and impose specific obligations for targeted advertising and “sharing” of personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation.
The EU AI Act has a phased implementation process and is likely to be fully effective by Spring 2026.
The EU AI Act has a phased implementation process over several years, with certain obligations taking effect earlier than others, and compliance timelines may accelerate if our products are used in contexts deemed high‑risk. The EU AI Act is likely to be fully effective by Spring 2026.
The lawsuit alleges infringement of the ’090 Patent, the ’432 Patent, and the U.S. Patent No. 11,182,753 (“the ’753 Patent”). The Company was not named as a defendant or mentioned in connection with any alleged infringement.
Patent Nos. 11,023,719, 11,682,222, 12,159,310 (“the ’310 Patent”), and 12,211,095 (“the ’095 Patent”). The ’310 Patent and the ’095 Patent are related to two of the Subject Patents. The Company was not named as a defendant or mentioned in connection with any alleged infringement in the complaint.
The final form, timeline, and effective date of a potential U.S. federal privacy law is uncertain at this time. Changing industry standards and industry self-regulation regarding the collection, use and disclosure of data may have similar effects.
The final form, timeline, and effective date of a potential U.S. federal privacy law is uncertain at this time. We may need to build new processes to honor federal requirements that differ from, or preempt, state obligations.
In the course of preparing our financial statements for fiscal 2023 and 2022, we identified material weaknesses in our internal control over financial reporting.
As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, we identified material weaknesses in our internal control over financial reporting.
The EU AI Act imposes onerous obligations related to the development, deployment and use of AI/ML-related systems.
AI, automated decision making, and ML technologies are increasingly subject to regulatory scrutiny and oversight, for example, under the comprehensive legal framework governing the use of AI adopted by the European Parliament in the European Union (the “EU AI Act”). The EU AI Act imposes onerous obligations related to the development, deployment and use of AI/ML-related systems.
Removed
On January 15, 2020, USAA filed motions requesting the dismissal of the declaratory judgement of the Subject Patents and transfer of the case to the Eastern District of Texas, both of which the Company opposed.
Added
If these technologies and the related products do not achieve or continue to achieve market acceptance, our business, financial condition, and results of operations would be adversely affected. • Our solutions depend on compatibility with third-party mobile operating systems and hardware.
Removed
On April 21, 2020, the Court in the Northern District of California transferred the Company’s declaratory judgement action to the Eastern District of Texas and did not rule on USAA’s motion to dismiss. On April 28, 2021, the Court in the Eastern District of Texas granted USAA’s motion to dismiss the Company’s declaratory judgment action on jurisdictional grounds.
Added
Our solutions depend on compatibility with third-party mobile operating systems and hardware. Changes in such systems could disrupt our business. We rely on the interoperability of our solutions with mobile operating systems such as iOS and Android.
Removed
The Court’s ruling did not address the merits of the Company’s claim of non-infringement. The Company appealed the ruling on the motion to dismiss and the decision to transfer the declaratory judgment action from California to Texas to the U.S. Court of Appeals for the Federal Circuit.
Added
If these platform providers alter their operating systems, terms of service, or APIs—particularly regarding camera access, privacy permissions, or biometric data handling—we may be unable to maintain the functionality of our products, or we may be forced to incur significant R&D costs to adapt our software, which could result in a loss of customers.
Removed
The Federal Circuit heard oral argument on the Company’s appeal on April 4, 2022 and on May 20 2022, issued an opinion vacating and remanding the district court’s order granting USAA’s motion to dismiss. On August 1, 2022, the parties submitted additional briefing to the district court in light of Federal Circuit’s opinion.
Added
Court of Appeals for the Federal Circuit affirmed the dismissal of the action for lack of standing, but did not address the merits of the case. The Company chose not to appeal this decision.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Head of IT’s experience includes over 25 years of design, implementation and management of cyber-security & information technology programs at various levels and organizations.
Biggest changeHe has over 25 years of experience driving innovation and security excellence, including design, implementation, and management of cyber-security and information technology programs at various levels and organizations.
These include: 21 • Enterprise-wide security framework and cybersecurity standards; • Cybersecurity awareness and training programs; • Security assessments and monitoring: • Restricted physical access to critical areas, servers and network equipment; and • Cyber incident response, crisis management, business continuity and disaster recovery plans. We assess and test our cybersecurity policies and practices on an annual basis.
These include: • Enterprise-wide security framework and cybersecurity standards; • Cybersecurity awareness and training programs; • Security assessments and monitoring; • Restricted physical access to critical areas, servers and network equipment; and • Cyber incident response, crisis management, business continuity and disaster recovery plans. We assess and test our cybersecurity policies and practices on an annual basis.
In the event of a cybersecurity incident, we will follow a documented incident escalation procedure. Certain of our systems and those of our third-party service providers have experienced cybersecurity threats.
In the event of a cybersecurity incident, we will follow a documented incident escalation procedure. 21 Certain of our systems and those of our third-party service providers have experienced cybersecurity threats.
Based on the information available as of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Based on the information available as of the date of this Annual Report on Form 10-K, we have not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, which have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Our management team, in coordination with our information technology department, is responsible for assessing and managing our material risks from cybersecurity threats and hiring appropriate personnel and third-party consultants to oversee the cybersecurity program. Our Head of IT has primary responsibility for our overall cybersecurity risk management program and supervises our cybersecurity personnel.
Our management team, in coordination with our information technology department, is responsible for assessing and managing our material risks from cybersecurity threats and hiring appropriate personnel and third-party consultants to oversee the cybersecurity program. Our VP of Technology Operations and Information Security has primary responsibility for our organization's overall cybersecurity risk management program and supervises our cybersecurity personnel.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAt this time, we do not expect the outcome of this matter to have a material adverse effect on our consolidated results of operations, cash flows, or financial position. For a description of legal proceedings, refer to Note 11 of the accompanying notes to Consolidated Financial Statements included in this Form 10-K, which is incorporated herein by reference. ITEM 4.
Biggest changeFor a description of legal proceedings, refer to Note 9 “Commitments and Contingencies” to the consolidated financial statements included in Item 8 of Part II of this Form 10-K, which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 22 PART II
Removed
ITEM 3. LEGAL PROCEEDINGS. As previously disclosed, we restated our financial results for certain periods on October 27, 2022 and May 8, 2023. Following those restatements, the SEC opened an inquiry into our accounting practices and thereafter opened a formal investigation. We are cooperating with the ongoing investigation. The duration, scope, and outcome of this investigation are difficult to predict.
Added
ITEM 3. LEGAL PROCEEDINGS. We evaluate all claims and lawsuits with respect to their potential merits, our potential defenses and counterclaims, settlement or litigation potential and the expected effect on us. Our technologies may be subject to an injunction if they are found to infringe the rights of a third party.
Removed
MINE SAFETY DISCLOSURES. Not applicable. 22 PART II
Added
The outcome of any claims or litigation, regardless of the merits, is inherently uncertain.
Added
Any claims and other lawsuits, and the disposition of such claims and lawsuits, whether through settlement or litigation, could be time-consuming and expensive to resolve, divert our attention from executing our business plan, result in efforts to enjoin our activities, lead to attempts by third parties to seek similar claims and, in the case of intellectual property claims, require us to change our technology, change our business practices, pay monetary damages or enter into short- or long-term royalty or licensing agreements.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeComparison of 5 Year Cumulative Total Return Among Mitek Systems, Inc., the Nasdaq Composite Index and the Nasdaq-100 Technology Sector Index The graph above reflects the following values: 2019 2020 2021 2022 2023 2024 MITK $ 100.00 $ 132.02 $ 191.71 $ 94.92 $ 111.09 $ 89.84 Nasdaq Composite $ 100.00 $ 139.61 $ 180.62 $ 132.21 $ 165.26 $ 227.38 Nasdaq-100 Technology Sector Index $ 100.00 $ 134.16 $ 180.37 $ 119.95 $ 166.38 $ 218.86 Issuer Purchases of Equity Securities 23 Share repurchases of the Company’s common stock for the three months ended September 30, 2024 were as follows (in millions, except for average price paid per share): Period Total number of shares (or units) purchased (1) Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs (1) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs July 1, 2024 — July 31, 2024 515,581 $ 11.41 515,581 $ 34,135,283 August 1, 2024 — August 31, 2024 525,000 $ 9.25 525,000 $ 29,278,802 September 1, 2024 — September 30, 2024 387,300 $ 8.46 387,300 $ 26,002,083 (1) On May 13, 2024, the Company issued a press release announcing that its Board of Directors authorized a share repurchase program for up to $50 million of its common stock.
Biggest changeComparison of 5 Year Cumulative Total Return of Mitek Systems, Inc. 23 The graph above reflects the following values: 2020 2021 2022 2023 2024 2025 MITK $ 100.00 $ 145.21 $ 71.90 $ 84.14 $ 68.05 $ 76.69 Nasdaq Composite $ 100.00 $ 129.38 $ 94.70 $ 118.37 $ 162.88 $ 202.91 Nasdaq-100 Technology Sector Index $ 100.00 $ 134.44 $ 89.41 $ 124.02 $ 163.13 $ 196.00 Issuer Purchases of Equity Securities Share repurchases of the Company’s common stock for the three months ended September 30, 2025 were as follows (in millions, except for average price paid per share): Period (1) Total number of shares (or units) purchased (2) Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs (1) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs July 1, 2025 — July 31, 2025 31,706 $ 9.00 31,706 $ 22,467,371 August 1, 2025 — August 31, 2025 132,088 $ 8.94 132,088 $ 21,286,739 September 1, 2025 — September 30, 2025 — $ — — $ 21,286,739 (1) During the period beginning October 1, 2025 through December 10, 2025, the Company made purchases of $7.8 million, or 865,842 shares at an average price of $9.01 per share.
Dividends We have not historically paid any cash dividends on our common stock. We currently intend to retain earnings for use in our business and do not anticipate paying cash dividends in the foreseeable future. Any future payment of dividends would be dependent upon our financial condition, capital requirements, earnings and cash flow.
Dividends We have not historically paid any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. Any future payment of dividends would be dependent upon our financial condition, capital requirements, earnings and cash flow.
The graph and table assume that $100 was invested in our common stock at $9.65 per share on September 30, 2019, and in each of the referenced indices, and assumes reinvestment of all dividends. The stock price performance on the following graph and table is not necessarily indicative of future stock price performance.
The graph and table assume that $100 was invested in our common stock on September 30, 2020, in each of the referenced indices, and assumes reinvestment of all dividends. The stock price performance on the following graph and table is not necessarily indicative of future stock price performance.
The share repurchase program was effective as of May 16, 2024 and will expire on May 16, 2026. The timing, price and actual number of shares of common stock repurchased will depend on a variety of factors including price, market conditions and corporate and regulatory requirements.
The timing, price and actual number of shares of common stock repurchased will depend on a variety of factors including price, market conditions and corporate and regulatory requirements.
The following graph and table compare the cumulative total stockholder return data for our common stock from September 30, 2019 through September 30, 2024 to the cumulative return over such period of (i) a broad market index, the Nasdaq Composite Index and (ii) an industry index, the Nasdaq-100 Technology Sector Index.
The following graph and table compare the cumulative total stockholder return on our common stock from September 30, 2020 through September 30, 2025 to the cumulative return over such period to the Nasdaq Composite and the Nasdaq-100 Technology Sector Index.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Common Stock Our common stock, $0.001 par value, is traded on the Nasdaq Capital Market under the ticker symbol “MITK.” As of November 29, 2024, there were 216 stockholders of record of our common stock, although there are an undetermined number of beneficial owners.
Common Stock Our common stock, $0.001 par value, is traded on the Nasdaq Capital Market under the ticker symbol “MITK.” As of November 30, 2025, there were 208 registered stockholders of record of our common stock, although there are an indeterminate number of beneficial owners.
Unregistered Sales of Equity Securities During the Period There were no unregistered sales of the Company’s equity securities during the fiscal year ended September 30, 2024.
Unregistered Sales of Equity Securities During the Period Other than the inducement awards granted to our Chief Executive Officer and Chief Operating Officer on October 1, 2024 and April 25, 2025, respectively, there were no unregistered sales of the Company’s equity securities during the fiscal year ended September 30, 2025.
Added
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Added
(2) On May 13, 2024, the Company issued a press release announcing that its Board of Directors authorized a share repurchase program for up to $50 million of its common stock. The share repurchase program was effective as of May 16, 2024 and will expire on May 16, 2026.

Item 7. Management's Discussion & Analysis

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

75 edited+25 added−22 removed29 unchanged
Biggest changeResults of Operations Comparison of the Twelve Months Ended September 30, 2024 and 2023 The following table summarizes certain aspects of our results of operations for the twelve months ended September 30, 2024 compared to the twelve months ended September 30, 2023 ( in thousands, except percentages ): Twelve Months Ended September 30, Percentage of Total Revenue Increase (Decrease) 2024 2023 2024 2023 $ % Revenue Software and hardware $ 81,872 $ 88,374 48 % 51 % (6,502) (7) % Services and other 90,211 84,178 52 % 49 % 6,033 7 % Total revenue $ 172,083 $ 172,552 100 % 100 % (469) — % Cost of revenue (exclusive of depreciation & amortization) 24,395 22,951 14 % 13 % 1,444 6 % Selling and marketing 40,769 40,551 24 % 24 % 218 1 % Research and development 34,642 28,988 20 % 17 % 5,654 20 % General and administrative 52,993 43,338 31 % 25 % 9,655 22 % Amortization and acquisition-related costs 15,291 19,046 9 % 11 % (3,755) (20) % Restructuring costs 1,762 2,114 1 % 1 % (352) (17) % Interest expense 9,259 9,063 5 % 5 % 196 2 % Other income (expense), net 6,119 3,840 4 % 2 % 2,279 59 % Income tax benefit (provision) 4,187 (2,314) 2 % (1) % 6,501 (281) % Net income (loss) 3,278 8,027 2 % 5 % (4,749) (59) % Revenue Total revenue decreased $0.5 million, or less than 1%, to $172.1 million in 2024 compared to $172.6 million in 2023.
Biggest changeResults of Operations Comparison of the Twelve Months Ended September 30, 2025 and 2024 The following table summarizes certain aspects of our results of operations for the twelve months ended September 30, 2025 compared to the twelve months ended September 30, 2024 ( in thousands, except percentages ): Twelve Months Ended September 30, Percentage of Total Revenue Increase (Decrease) 2025 2024 2025 2024 $ % Revenue Software license and hardware $ 74,086 $ 81,872 41 % 48 % (7,786) (10) % SaaS, maintenance, and other 105,605 90,211 59 % 52 % 15,394 17 % Total revenue $ 179,691 $ 172,083 100 % 100 % 7,608 4 % Cost of revenue (exclusive of depreciation & amortization) 26,787 24,395 15 % 14 % 2,392 10 % Selling and marketing 41,516 40,769 23 % 24 % 747 2 % Research and development 35,284 34,642 20 % 20 % 642 2 % General and administrative 44,332 52,993 25 % 31 % (8,661) (16) % Amortization and acquisition-related costs 14,142 15,291 8 % 9 % (1,149) (8) % Restructuring costs 840 1,762 — % 1 % (922) (52) % Interest expense 9,779 9,259 5 % 5 % 520 6 % Other income (expense), net 4,598 6,119 3 % 4 % (1,521) (25) % Income tax benefit (provision) (2,813) 4,187 2 % 2 % (7,000) (167) % Net income (loss) 8,796 3,278 5 % 2 % 5,518 168 % Revenue 26 Total revenue increased $7.6 million, or 4%, to $179.7 million in 2025 compared to $172.1 million in 2024.
Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (a) term SOFR plus a specified margin or (b) WSJ prime plus a specified margin, in each case which will be adjusted based on the Company’s net leverage ratio at the time of borrowing.
Borrowings under the Amended Credit Agreement generally bear interest at a variable rate equal to (a) term SOFR plus a specified margin or (b) WSJ prime plus a specified margin, in each case which will be adjusted based on the Company’s net leverage ratio at the time of borrowing.
For tax positions that are more likely than not of being sustained upon audit, the second step is to measure the tax benefit as the largest amount that has more than a 50% chance of being realized upon settlement. Significant judgment is required to evaluate uncertain tax positions. We evaluate uncertain tax positions on a quarterly basis.
For tax positions that are more likely than not of being sustained upon audit, the second step is to measure the tax benefit as the largest amount 32 that has more than a 50% chance of being realized upon settlement. Significant judgment is required to evaluate uncertain tax positions. We evaluate uncertain tax positions on a quarterly basis.
As we amortize the debt discount and issuance costs using the effective interest method, amortization expense increases over the term of the agreement. Other Income (Expense), Net Other income (expense), net includes interest income net of amortization and net realized gains or losses on our marketable securities portfolio, and foreign currency transactional gains or losses.
As we amortize the debt discount and issuance costs using the effective interest method, amortization expense increases over the term of the agreement. 27 Other Income (Expense), Net Other income (expense), net includes interest income net of amortization and net realized gains or losses on our marketable securities portfolio, and foreign currency transactional gains or losses.
If any event of default occurs and is not cured within applicable grace periods set forth in the Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated.
If any event of default occurs and is not cured within applicable grace periods set forth in the Amended Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated.
Share Repurchase Program 30 On May 13, 2024, the Board authorized and approved a share repurchase program for up to $50 million of the currently outstanding shares of our Common Stock. The share repurchase program was effective as of May 16, 2024 and will expire on May 16, 2026.
Share Repurchase Program On May 13, 2024, the Board authorized and approved a share repurchase program for up to $50 million of the currently outstanding shares of our Common Stock. The share repurchase program was effective as of May 16, 2024 and will expire on May 16, 2026.
The evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits, and effective settlement of audit issues. 32
The evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits, and effective settlement of audit issues.
These include covenants limiting the ability of the Company, and any of their subsidiaries, subject to certain exceptions and baskets, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any merger or consolidation with, or acquire all or substantially all of the equity or property of, another person, (iv) dispose of any of their business or property, (v) make or permit any payment on subordinated debt, or (vi) pay any dividend, make any other distribution, or redeem any equity.
These include covenants limiting the ability of Borrower, and any of their subsidiaries, subject to certain exceptions and baskets, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any merger or consolidation with, or acquire all or substantially all of the equity or property of, another person, (iv) dispose of any of their business or property, (v) make or permit any payment on subordinated debt, or (vi) pay any dividend, make any other distribution, or redeem any equity.
The Notes Hedge was entered into with Bank of America, N.A., Jefferies 29 International Limited and Goldman Sachs & Co.
The Notes Hedge was entered into with Bank of America, N.A., Jefferies International Limited and Goldman Sachs & Co.
The cost of the Notes Hedge was $33.2 million. The Notes Hedge will expire on February 1, 2026, equal to the maturity date of the 2026 Notes.
The cost of the Notes Hedge was 29 $33.2 million. The Notes Hedge will expire on February 1, 2026, equal to the maturity date of the 2026 Notes.
As of September 30, 2024, the Company was in compliance with the covenants in the Indenture. The net proceeds from this offering were approximately $149.7 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses related to the offering. The 2026 Notes will mature on February 1, 2026, unless earlier redeemed, repurchased or converted.
As of September 30, 2025, the Company was in compliance with the covenants in the Indenture. The net proceeds from the 2026 Notes were approximately $149.7 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses related to the offering. The 2026 Notes will mature on February 1, 2026, unless earlier redeemed, repurchased or converted.
The increase in cost of revenue is primarily due to a related increase in transactional SaaS revenue, partially offset by a decrease in costs due to a decline in sales of our legacy identify verification software and hardware products in 2024 compared to 2023.
The increase in cost of revenue is primarily due to a related increase in transactional SaaS revenue, partially offset by a decrease in costs due to a decline in sales of our legacy identify verification software license and hardware products in 2025 compared to 2024.
In addition, we had 20 patent applications outstanding as of September 30, 2024. Market Opportunities, Challenges, & Risks See Item 1: “Business” for details regarding additional market opportunities, challenges and risks.
In addition, we had 25 patent applications outstanding as of September 30, 2025. Market Opportunities, Challenges, & Risks See Item 1: “Business” for details regarding additional market opportunities, challenges and risks.
Revenue Recognition We enter into contractual arrangements with integrators, resellers, and directly with our customers that may include licensing of our software products, product support and maintenance services, SaaS services, consulting services, or various combinations thereof, including the sale of such products or services separately.
Revenue Recognition We enter into contractual arrangements with integrators, resellers, and directly with our customers that may include multiple performance obligations such as software licenses, product support and maintenance services, SaaS services, consulting services, or various combinations thereof, including the sale of such products or services separately.
The Company must also pay the Bank (i) a commitment fee of $87,500 and (ii) an “Unused Revolving Line Facility Fee” of 0.25% per annum of the average unused portion of the Revolving Line. The Credit Agreement contains representations, warranties, and negative and affirmative covenants customary for transactions of this type.
Borrower must also pay the Bank (i) a commitment fee of $125,000 and (ii) an “Unused Revolving Line Facility Fee” of 0.25% per annum of the average unused portion of the Revolving Line. The Amended Credit Agreement contains representations, warranties, and negative and affirmative covenants customary for transactions of this type.
The increase in cash and cash equivalents and investments is primarily due to cash flows from operations of $31.7 million partially offset by repurchases of our common stock, par value $0.001 per share (“Common Stock”) of $24.2 million.
The increase in cash and cash equivalents and investments is primarily due to cash flows from operations of $55.3 million partially offset by repurchases of our common stock, par value $0.001 per share (“Common Stock”) of $4.7 million.
“Convertible Senior Notes” of the notes to the consolidated financial statements included in this Form 10-K for more information relating to the Notes Hedge and Warrant Transactions.
“Debt” of the notes to the consolidated financial statements included in this Form 10-K for more information relating to the Notes Hedge and Warrant Transactions.
Interest expense was $9.3 million in 2024 and consisted of $8.1 million of amortization of debt discount and issuance costs and $1.2 million of interest incurred. Interest expense was $9.1 million in 2023 and consisted of $7.5 million of amortization of debt discount and issuance costs and $1.6 million of interest incurred.
Interest expense was $9.3 million in 2024 and consisted of $8.1 million of amortization of debt discount and issuance costs and $1.2 million of interest incurred.
All securities for which maturity or sale is expected within one year are classified as “current” on the consolidated balance sheets. All other securities are classified as “long-term” on the consolidated balance sheets. At September 30, 2024, we had $36.9 million of our available-for-sale securities classified as current and $11.4 million of our available-for-sale securities classified as long-term.
All securities for which maturity or sale is expected within one year are classified as “current” on the consolidated balance sheets. All other securities are classified as “long-term” on the consolidated balance sheets. At September 30, 2025, we had $38.9 million of our available-for-sale securities classified as current and $3.5 million of our available-for-sale securities classified as long-term.
The Credit Agreement contains customary events of default and also provides that an event of default includes any default resulting in a right by third parties to accelerate maturity of indebtedness in excess of $0.5 million.
The Amended Credit Agreement contains customary events of default and also provides that an event of default includes any default resulting in a right by third parties to accelerate maturity of indebtedness in excess of $500,000.
As of December 16, 2024, the 2026 Notes were not convertible, therefore, we had not purchased any shares under the Notes Hedge and the Warrant Transactions had not been exercised and remain outstanding. See Note 10.
As of December 11, 2025, the 2026 Notes were not convertible, therefore, we had not purchased any shares under the Notes Hedge and the Warrant Transactions had not been exercised and remain outstanding. See Note 8.
Selling and Marketing Expenses Selling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with sales, marketing, and customer success personnel. Selling and marketing expenses also include non-billable costs of professional services personnel, advertising expenses, product promotion costs, trade shows, and other brand awareness programs.
Selling and Marketing Expenses Selling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with sales, marketing, sales operations, sales engineering and customer success personnel. Selling and marketing expenses also include advertising expenses, product promotion costs, trade shows, and other brand awareness programs.
In summary, our cash flows from continuing operations were as follows ( dollars in thousands ): Twelve Months Ended September 30, 2024 2023 2022 Cash provided by operating activities $ 31,688 $ 31,586 $ 21,119 Cash (used) provided by investing activities 28,746 (6,784) 1,700 Cash (used) provided by financing activities (25,882) 1,701 (21,143) Cash Flows from Operating Activities Cash flows related to operating activities are dependent on net income, non-cash adjustments to net income and changes in working capital.
In summary, our cash flows from continuing operations were as follows ( dollars in thousands ): Twelve Months Ended September 30, 2025 2024 2023 Cash provided by (used in) operating activities $ 55,340 $ 31,688 $ 31,586 Cash provided by (used in) investing activities 5,835 28,746 (6,784) Cash provided by (used in) financing activities (1,846) (25,882) 1,701 Cash Flows from Operating Activities Cash flows related to operating activities are dependent on net income, adjustments to net income and changes in working capital.
Research and Development Expenses Research and development expenses include payroll, employee benefits, stock-based compensation, third-party contractor expenses, and other headcount-related costs associated with software engineering and mobile capture science and product management personnel. Research and development expenses increased $5.6 million, or 20%, to $34.6 million in 2024 compared to $29.0 million in 2023.
Research and Development Expenses Research and development expenses include payroll, employee benefits, stock-based compensation, third-party contractor expenses, and other headcount-related costs associated with research, engineering and mobile capture science and product management personnel. Research and development expenses increased $0.6 million, or 2%, to $35.3 million in 2025 compared to $34.6 million in 2024.
General and Administrative Expenses General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with finance, legal, administration and information technology functions, as well as third-party legal, accounting, and other administrative costs. General and administrative expenses increased $9.7 million, or 22%, to $53.0 million in 2024 compared to $43.3 million in 2023.
General and Administrative Expenses General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with finance, legal, administration and information technology functions, as well as third-party legal, accounting, and other administrative costs. General and administrative expenses decreased $8.7 million, or 16%, to $44.3 million in 2025 compared to $53.0 million in 2024.
As of September 30, 2023, $1.2 million was outstanding under these agreements and $0.2 million and $1.1 million is recorded in other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.
As of September 30, 2024, $2.7 million was outstanding under these agreements and approximately $0.3 million and $2.4 million is recorded in other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.
Selling and marketing expenses increased $0.2 million, or 1%, to $40.8 million in 2024 compared to $40.6 million in 2023. The increase in selling and marketing expense is primarily due to higher personnel-related costs due to increased headcount and higher product promotion costs, partially offset by lower other costs in 2024 compared to 2023.
Selling and marketing expenses increased $0.7 million, or 2%, to $41.5 million in 2025 compared to $40.8 million in 2024. The increase in selling and marketing expense is primarily due to higher personnel-related costs due to increased headcount, partially offset by lower other costs in 2025 compared to 2024.
Based on our current operating plan, we believe the current cash and cash equivalent balance and cash expected to be generated from operations will be adequate to satisfy our working capital needs for at least the next twelve months from the date these consolidated financial statements are filed and the foreseeable future.
Based on our current operating plan we believe the current cash and cash equivalents, cash received from proceeds under the Amended Credit Agreement, and cash expected to be generated from operations will be adequate to satisfy our working capital needs for at least the next twelve months from the date the financial statements are filed for the foreseeable future.
Amortization and Acquisition-Related Costs Amortization and acquisition-related costs include amortization of intangible assets, adjustments recorded due to changes in the fair value of contingent consideration, and other costs associated with acquisitions. Amortization and acquisition-related costs decreased $3.7 million, or 20%, to $15.3 million in 2024 compared to $19.0 million in 2023.
Amortization and Acquisition-Related Costs Amortization and acquisition-related costs include amortization of acquired intangible assets, adjustments recorded due to changes in the fair value of contingent consideration, and other costs associated with acquisitions. Amortization and acquisition-related costs decreased $1.1 million, or 8%, to $14.1 million in 2025 compared to $15.3 million in 2024.
The share repurchase program does not require the Company to repurchase shares of its Common Stock and it may be discontinued, suspended or amended at any time. The Company made purchases of $24.2 million, or approximately 2,247,504 shares, during the twelve months ended September 30, 2024 at an average price of $10.78 per share and subsequently retired the shares.
The share repurchase program does not require the Company to repurchase shares of its Common Stock and it may be discontinued, suspended or amended at any time. During the twelve months ended September 30, 2025, the Company made purchases of approximately $4.7 million or 527,172 shares, at an average price of $8.98 per share and subsequently retired the shares.
The decrease in cash used in investing activities during fiscal 2023 compared to fiscal 2022 was primarily due to a decrease in net sales and maturities of investments of $131.0 million partially offset by a decrease in cash paid for acquisitions, net of cash acquired of $122.4 million, related to the HooYu Acquisition. 28 Cash Flows from Financing Activities Net cash used in financing activities was $25.9 million during fiscal 2024, primarily due to repurchases and retirements of Common Stock of $24.2 million, the payment of $4.6 million of acquisition-related contingent consideration, and payment of revolving credit line issuance costs of $0.3 million, partially offset by $1.9 million of net proceeds from the issuance of Common Stock under our equity plans and $1.5 million of net proceeds from other borrowings.
Net cash used in financing activities was $25.9 million during fiscal 2024, primarily due to repurchases and retirements of Common Stock of $24.2 million, the payment of $4.6 million of acquisition-related contingent consideration, and payment of revolving credit line issuance costs of $0.3 million, partially offset by $1.9 million of net proceeds from the issuance of Common Stock under our equity plans and $1.5 million of net proceeds from other borrowings.
Restructuring Costs Restructuring costs consist of employee severance obligations and other related costs. Restructuring costs were $1.8 million in 2024 and related to expenses incurred to relocate employees and a restructuring that occurred in the third quarter of fiscal 2024.
Restructuring costs were $0.8 million in 2025 and related to a restructuring that occurred in the first quarter of fiscal 2025. Restructuring costs were $1.8 million in 2024 and related to expenses incurred to relocate employees and a restructuring that occurred in the third quarter of fiscal 2024.
The increase in cash provided by financing activities during fiscal 2023 compared to fiscal 2022 was primarily due to the expiration of the share repurchase program in June 2022 of $15.2 million and the payment of acquisition-related consideration of $7.7 million in fiscal 2022. 0.75% Convertible Senior Notes due 2026 In February 2021, the Company issued $155.3 million aggregate principal amount of the 2026 Notes (including the Additional Notes, as defined below).
The decrease in cash used in financing activities during fiscal 2024 compared to fiscal 2023 was primarily due to the share repurchase program that was approved in May 2024 and the payment of acquisition-related contingent consideration. 0.75% Convertible Senior Notes due 2026 In February 2021, the Company issued $155.3 million aggregate principal amount of the 2026 Notes (including the Additional Notes, as defined below).
At September 30, 2023, we had $74.7 million of our available-for-sale securities classified as current and $1.3 million of our available-for-sale securities classified as long-term. We had working capital of $142.9 million at September 30, 2024 compared to $138.5 million at September 30, 2023.
At September 30, 2024, we had $36.9 million of our available-for-sale securities classified as current and $11.4 million of our available-for-sale securities classified as long-term. We had working capital of $39.5 million at September 30, 2025 compared to $142.9 million at September 30, 2024.
These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors.” Overview Mitek Systems, Inc.
These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors.” Overview Mitek Systems, Inc. (“Mitek” or the “Company”) is a global provider of digital identity verification and fraud prevention solutions.
In addition, the Company may be required to deposit cash with the Bank in an amount equal to 115% of any undrawn letters of credit denominated in a foreign currency.
In addition, Borrower may be required to deposit cash with the Bank in an amount equal to 1.05 of any undrawn letters of credit denominated in U.S. Dollars or 1.15 of any undrawn letters of credit denominated in a foreign currency.
Our effective tax rate for fiscal year 2024 was higher than the U.S. federal statutory rate of 21% due to the impact of research and development credits and the release of valuation allowances in certain of the foreign jurisdictions.
Our effective tax rate for fiscal year 2024 and 2025 were higher than the U.S. federal statutory rate of 21% due to the impact of non-deductible expenses, release of valuation allowances in certain of the foreign jurisdictions, generation of tax credits and state taxes on our tax provision.
As of September 30, 2024, the Company’s net leverage ratio was 1.80 to 1.00 and as such, the Company was in compliance with the net leverage ratio covenant of the Credit Agreement. There were no outstanding borrowings under the Credit Agreement as of September 30, 2024. Other Borrowings The Company has certain loan agreements with Spanish government agencies.
As of September 30, 2025, the Company’s net leverage ratio was 1.06 to 1.00 and as such, the Company was in compliance with the net leverage ratio covenant of the Amended Credit Agreement. There were no outstanding borrowings under the Amended Credit Agreement as of September 30, 2025.
Cost of Revenue Cost of revenue includes personnel costs related to billable services, professional services, and software support, direct costs associated with our hardware products, hosting costs, and the costs of royalties for third party products embedded in our products. 26 Cost of revenue increased $1.4 million, or 6%, to $24.4 million in 2024 compared to $23.0 million in 2023.
Cost of Revenue Cost of revenue includes personnel costs related to billable services, professional services, and software support, hosting costs, and the costs of royalties for third party products embedded in our products and excludes depreciation and amortization. Cost of revenue increased $2.4 million, or 10%, to $26.8 million in 2025 compared to $24.4 million in 2024.
These increases were partially offset by a decrease in deferred revenue in fiscal 2023. Cash Flows from Investing Activities Net cash provided by investing activities was $28.7 million during fiscal 2024, which consisted primarily of capital expenditures of $1.4 million, and net sales and maturities of investments of $30.2 million.
The decrease in cash provided by investing activities during fiscal 2025 compared to fiscal 2024 was primarily due to a decrease in net maturities of investments. 28 Net cash provided by investing activities was $28.7 million during fiscal 2024, which consisted primarily of capital expenditures of $1.4 million, and net sales and maturities of investments of $30.2 million.
The preparation of the financial statements requires us to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. We review our estimates on an on-going basis.
The preparation of the financial statements requires us to make estimates and judgments that affect the reported amounts of 31 assets, liabilities, revenues, and expenses and the related disclosure.
Twelve Months Ended September 30, 2023 and 2022 For a discussion of the twelve months ended September 30, 2023 compared to the twelve months ended September 30, 2022, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the twelve months ended September 30, 2023, filed with the SEC on March 19,2024, which is available free of charge on the SEC’s website at https://www.sec.gov and on our website at investors.miteksystems.com, on the “Investors Site” page under “Annual Reports.” Liquidity and Capital Resources Cash generated from operations has historically been our primary source of liquidity to fund operations and investments to grow our business.
Twelve Months Ended September 30, 2024 and 2023 For a discussion of the twelve months ended September 30, 2024 compared to the twelve months ended September 30, 2023, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the twelve months ended September 30, 2024, filed with the SEC on December 16, 2024, which is available free of charge on the SEC’s website at https://www.sec.gov and on our website at investors.miteksystems.com.
Significant judgment is required in determining our worldwide income tax provision. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These differences result in deferred tax assets and liabilities, which are reflected in our balance sheets.
Accounting for Income Taxes We estimate income taxes based on the various jurisdictions where we conduct business. Significant judgment is required in determining our worldwide income tax provision. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The increase was primarily due to higher audit and tax fees, higher personnel-related costs, higher executive transition costs, and higher legal costs, partially offset by a decrease in third-party and professional fees in 2024 compared to 2023.
The decrease was primarily due to a decrease in audit, accounting and tax fees, lower third-party and professional fees, lower executive transition costs, lower legal and other costs, partially offset by higher personnel-related costs as we continue to replace full-time consultants with full-time employees in 2025 compared to 2024.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about these estimates. Actual results may differ from these estimates. We have critical accounting estimates in the areas of revenue recognition, fair value of equity instruments and income taxes.
Net cash provided by operating activities during fiscal 2023 was $31.6 million and resulted primarily from net income of $8.0 million, net non-cash charges of $32.6 million, and unfavorable changes in operating assets and liabilities of $9.0 million.
Net cash provided by operating activities during fiscal 2025 was $55.3 million and resulted primarily from net income of $8.8 million, net non-cash charges of $33.2 million, and favorable changes in operating assets and liabilities of $13.3 million.
Restructuring costs were $2.1 million in 2023 and related to a restructuring plan that was initially implemented in June and November 2022. Interest Expense Interest expense includes the amortization of debt discount and issuance costs and coupon and special interest accrued on our 0.75% convertible senior notes due 2026 (the “2026 Notes”).
Interest Expense Interest expense includes the amortization of debt discount and issuance costs and coupon and special interest accrued on our 0.75% convertible senior notes due 2026 (the “2026 Notes”). Interest expense was $9.8 million in 2025 and consisted of $8.6 million of amortization of debt discount and issuance costs and $1.2 million of interest incurred.
These agreements have repayment periods of 5 to 12 years and bear no interest. As of September 30, 2024, $2.7 million was outstanding under these agreements and $0.3 million and $2.4 million is recorded in other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.
As of September 30, 2025, $4.3 million was outstanding under these agreements and $0.3 million and $4.0 million are recorded in other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.
The decrease in cash used in financing activities during fiscal 2024 compared to fiscal 2023 was primarily due to the share repurchase program that was approved in May 2024 and the payment of acquisition-related contingent consideration.
The decrease in cash used in financing activities during fiscal 2025 compared to fiscal 2024 was primarily due to lower repurchases and retirements of Common Stock and the payment of acquisition-related consideration during fiscal 2024.
We then assess the likelihood that deferred tax assets will be realized. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. When a valuation allowance is established or increased, we record a corresponding tax expense in our statements of operations.
These differences result in deferred tax assets and liabilities, which are reflected in our balance sheets. We then assess the likelihood that deferred tax assets will be realized. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.
Our accounting policies regarding the recognition of revenue for these contractual arrangements are fully described in Note 2 of the accompanying notes to our consolidated financial statements included in this Form 10-K. 31 Our SaaS offerings give customers the option to be charged upon their incurred usage in arrears (“Pay as You Go”) or to commit to a minimum spend over their contracted period, with the ability to purchase unlimited additional transactions above the minimum during the contract term.
Our SaaS offerings give customers the option to be charged upon their incurred usage in arrears (“Pay as You Go”) or to commit to a minimum spend over their contracted period, with the ability to purchase unlimited additional transactions above the minimum during the contract term.
The Credit Agreement requires the Company to maintain a net leverage ratio of no more than 2.25 to 1.00 and if the Company engages in a share repurchase program, the net leverage ratio may not exceed 2.00 to 1.00.
The Amended Credit Agreement requires the Company to maintain a net leverage ratio of no more than 2.50 to 1.00 and if the Company consummates a permitted acquisition during the trailing twelve-month period, the net leverage ratio may not exceed 2.75 to 1.00.
The Revolving Line is secured on a first priority basis by the Company’s assets. In connection with the Credit Agreement, the Company incurred issuance costs of $0.3 million which are amortized to interest expense using the straight-line method over the term of the Credit Agreement.
The Term Loan and Revolving Line are secured on a first priority basis by the Company’s assets. In connection with the Amended Credit Agreement, the Company incurred issuance costs of $0.2 million which were recorded to Other income (expense), net. The Term Loan and the Revolving Line both mature on May 1, 2030.
We review the need for a valuation allowance each interim period to reflect uncertainties about whether we will be able to utilize deferred tax assets before they expire. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.
When a valuation allowance is established or increased, we record a corresponding tax expense in our statements of operations. We review the need for a valuation allowance each interim period to reflect uncertainties about whether we will be able to utilize deferred tax assets before they expire.
The increase in research and development expenses is primarily due to higher personnel-related costs as a result of compensation cost of living adjustments for employees that the Company moved to Spain from its offices in Russia and higher third-party contractor expenses, partially offset by lower other costs in 2024 compared to 2023.
The increase in research and development expenses is primarily due to higher personnel-related costs and higher third-party contractor expenses, partially offset by lower other costs in 2025 compared to 2024.
Trusted by banks the world over, fintech platforms and telecommunication providers, Mitek combines proven experience with innovative technology to secure the future of digital transactions, empowering organizations to stay ahead of fraud and cyber threats. 25 Fiscal Year 2024 Highlights • Revenues for the twelve months ended September 30, 2024 were $172.1 million, a decrease of less than 1% compared to revenues of $172.6 million for the twelve months ended September 30, 2023. • Net income was $3.3 million, or $0.07 per diluted share, for the twelve months ended September 30, 2024, compared to net income of $8.0 million, or $0.17 per diluted share, for the twelve months ended September 30, 2023. • Cash provided by operating activities was $31.7 million for the twelve months ended September 30, 2024, compared to $31.6 million for the twelve months ended September 30, 2023. • During fiscal 2024 the total number of financial institutions licensing our technology continued to exceed 7,900. • We added new patents to our portfolio during fiscal year 2024, bringing our total number of issued patents to 107 as of September 30, 2024.
Fiscal Year 2025 Highlights • Revenues for the twelve months ended September 30, 2025 were $179.7 million, an increase of 4% compared to revenues of $172.1 million for the twelve months ended September 30, 2024. • Net income was $8.8 million, or $0.19 per diluted share, for the twelve months ended September 30, 2025, compared to net income of $3.3 million, or $0.07 per diluted share, for the twelve months ended September 30, 2024. • Cash provided by operating activities was $55.3 million for the twelve months ended September 30, 2025, compared to $31.7 million for the twelve months ended September 30, 2024. • During fiscal 2025 the total number of financial institutions licensing our technology continued to exceed 7,000. • We added new patents to our portfolio during fiscal year 2025, bringing our total number of issued patents to 110 as of September 30, 2025.
Any adjustment to the net deferred tax asset valuation allowance would be recorded in the income statement for the period that the adjustment is determined to be required. We recognize and measure benefits for uncertain tax positions using a two-step approach.
We will continue to assess the need for a valuation allowance on the deferred tax asset by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the income statement for the period that the adjustment is determined to be required.
Services and other revenue increased $6.0 million, or 7%, to $90.2 million in 2024 compared to $84.2 million in 2023, primarily due to strong growth in transactional SaaS revenue from our CheckReader™, Check Fraud Defender, MiVIP, and Mobile Deposit® products in 2024 compared to 2023.
SaaS, maintenance, and other revenue increased $15.4 million, or 17%, to $105.6 million in 2025 compared to $90.2 million in 2024, primarily due to strong growth in SaaS revenue from our Mobile Verify®, HooYu, MiVIP, Mobile Deposit®, and Check Fraud Defender products, partially offset by a decrease in sales of our legacy identity verification products in 2025 compared to 2024.
The decrease in amortization and acquisition-related costs is primarily due to a larger increase in the fair value of acquisition-related contingent consideration associated with the ID R&D acquisition in 2023 which was paid in the first fiscal quarter of 2024 and a decrease in amortization expense of intangible assets from previous acquisitions that had been fully amortized in 2024 compared to 2023.
The decrease in amortization and acquisition-related costs is primarily due to a decrease in amortization expense of intangible assets from previous acquisitions that had been fully amortized in 2025 compared to 2024. Restructuring Costs Restructuring costs consist of employee severance obligations and other related costs.
Other than the lease for our office space in San Diego, California, we do not believe that the leases for our offices are material lease obligations. Other Liquidity Matters On September 30, 2024, we had investments of $48.3 million, designated as available-for-sale debt securities, which consisted of U.S.
Other Liquidity Matters On September 30, 2025, we had investments of $42.3 million, designated as available-for-sale debt securities, which consisted of U.S.
Significant judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount we expect to receive in exchange for the related good or service. Fair Value of Equity Instruments The valuation of certain items, including compensation expense related to equity awards granted, involves significant estimates based on underlying assumptions made by management.
For items that are not sold separately, we estimate SSP based on available information and relevant market and contractual factors. Significant judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount we expect to receive in exchange for the related good or service.
Other income (expense), net increased $2.3 million, to net income of $6.1 million in 2024 compared to net income of $3.8 million in 2023 primarily due to higher interest income net of amortization and higher foreign currency exchange transactional gains.
Other income (expense), net decreased $1.5 million, to net income of $4.6 million in 2025 compared to net income of $6.1 million in 2024 primarily due to a decrease in interest income net of amortization, higher foreign currency transactional losses, and a loss on extinguishment related to our Amended Credit Agreement in 2025 compared to 2024.
Lease Obligations Our principal executive offices are located in approximately 7,500 square feet of office space in San Diego, California and the term of the lease continues through August 13, 2031. The average annual base rent under this lease is approximately $0.3 million per year. In connection with this lease, we received tenant improvement allowances totaling approximately $0.1 million.
The average annual base rent under this lease is approximately $0.3 million per year. In connection with this lease, we received tenant improvement allowances totaling approximately $0.1 million. These lease incentives are being amortized as a reduction of rent expense over the term of the lease.
Net cash used in investing activities was $6.8 million during fiscal 2023, which consisted primarily of net cash paid in connection with the HooYu Acquisition of $0.3 million and capital expenditures of $1.0 million, and net purchases of investments of $5.5 million.
Cash Flows from Investing Activities Net cash provided by investing activities was $5.8 million during fiscal 2025, which consisted primarily of net maturities and sales of investments of $7.0 million, partially offset by capital expenditures of $1.2 million.
Global Reach and Trusted Partnerships Mitek’s identity verification solutions are marketed and delivered worldwide through a blend of direct sales teams in the North America and Europe, and through channel partnerships with leading financial services and identity verification providers.
Global Reach and Distribution Mitek’s solutions are delivered globally through a combination of direct sales and strategic channel partnerships. The Company operates in North America, United Kingdom and Europe and maintains relationships with technology, fraud, and identity providers 25 that integrate Mitek’s solutions into their platforms.
These lease incentives are being amortized as a reduction of rent expense over the term of the lease. Our other offices are located in Paris, France; Amsterdam, The Netherlands; New York, New York; Barcelona, Spain; Leeds, United Kingdom; and London, United Kingdom.
Our other offices are located in Paris, France; Amsterdam, The Netherlands; New York, New York; Barcelona, Spain; Leeds, United Kingdom; and London, United Kingdom. Other than the lease for our office space in San Diego, California, we do not believe that the leases for our offices are material lease obligations.
Our current sources of liquidity include available cash balances, investments, our revolving credit line, and proceeds from the issuance of the 2026 Notes. On September 30, 2024, we had $141.8 million in cash and cash equivalents and investments compared to $134.9 million on September 30, 2023, an increase of $8.6 million, or 6%.
On September 30, 2025, we had $196.5 million in cash and cash equivalents and investments compared to $141.8 million on September 30, 2024, an increase of $54.7 million, or 39%.
The valuation of performance options, Senior Executive Long Term Incentive Restricted Stock Units, and similar awards are based upon the Monte-Carlo simulation, which involves estimates of our stock price, expected volatility, and the probability of reaching the performance targets. Accounting for Income Taxes We estimate income taxes based on the various jurisdictions where we conduct business.
Fair Value of Equity Instruments The valuation of certain items, including compensation expense related to equity awards granted, involves significant estimates based on underlying assumptions made by management. The valuation of performance options, and similar awards are based upon the Monte-Carlo simulation, which involves estimates of our stock price, expected volatility, and the probability of reaching the performance targets.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We will continue to assess the need for a valuation allowance on the deferred tax asset by evaluating both positive and negative evidence that may exist.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
The increase was partially offset by a favorable outcome in a lawsuit we filed against Instacart that was settled and collected in 2023. 27 Income Tax Benefit (Provision) The income tax benefit for 2024 was $4.2 million which yielded an effective tax rate of 461% compared to an income tax provision of $2.3 million which yielded an effective tax rate of 22% in 2023.
Income Tax Benefit (Provision) The income tax provision for 2025 was $2.8 million which yielded an effective tax rate of 24% compared to an income tax benefit of $4.2 million which yielded an effective tax rate of 461% in 2024. The income tax benefit for 2024 is primarily due to our negative pre-tax book income for the year.
The increase in cash provided by operating activities during fiscal 2023 compared to fiscal 2022 was primarily due to an increase in cash from collection of receivables of $23.8 million year over year due to improvements in our collections process, and an increase in other liabilities of $1.7 million.
The increase in cash provided by operating activities during fiscal 2025 compared to fiscal 2024 of $23.7 million was primarily due to an increase in net income and the related increase in income taxes payable due to the timing of income tax payments in fiscal 2025, an increase in stock-based compensation expense, and an increase in deferred revenue.
Our acquisition of HooYu Ltd. in 2022 further bolstered our identity verification leadership through both KYC capabilities and rapid orchestration capabilities, linking biometrics with real-time data aggregation across credit bureaus, sanctions lists, and law enforcement databases.
In 2022, Mitek acquired HooYu Ltd., a provider of orchestration and KYC solutions that integrate biometric verification with real-time data aggregation from third party data providers that include credit bureaus, sanctions lists, and law enforcement databases. The addition of HooYu further expanded the Company’s offerings in fraud, risk management, and compliance.
Net cash provided by financing activities was $1.7 million during fiscal 2023, which primarily consisted of net proceeds from the issuance of Common Stock under the Mitek Systems, Inc. Amended and Restated 2020 Incentive Plan of $1.7 million.
Cash Flows from Financing Activities Net cash used in financing activities was $1.8 million during fiscal 2025, primarily due to repurchases and retirements of Common Stock of $4.7 million, and payment of debt issuance costs of $0.2 million, partially offset by $1.7 million of net proceeds from the issuance of Common Stock under our equity plans and proceeds from other borrowings of $1.4 million.
Software and hardware revenue decreased $6.5 million, or 7%, to $81.9 million in 2024 compared to $88.4 million in 2023. This decrease is primarily due to an existing customer having entered into a significant multiyear Mobile Deposit® contract and the license revenue associated with the full contract term was recognized in 2023, which did not recur.
Software license and hardware revenue decreased $7.8 million, or 10%, to $74.1 million in 2025 compared to $81.9 million in 2024. This decrease is primarily due to lower multi-year term license revenue renewal of our Mobile Deposit® software products and a decrease in sales of our legacy identity verification software products in 2025.
We do not have any other material cash requirements other than those related to leases as described in Note 12. “Leases” of the notes to the consolidated financial statements included in this Form 10-K.
“Leases” of the notes to the consolidated financial statements included in this Form 10-K. We intend to utilize proceeds from the Amended Credit Agreement along with cash and cash equivalents to repay the 2026 Notes.
Removed
(“Mitek,” the “Company,” “we,” “us,” and “our”) is a pioneer in mobile image capture and a global provider of solutions in the fraud prevention, digital identity verification, and cybersecurity markets. Our products address the increasing sophistication of fraud in areas such as new account openings, digital account access, and payments.
Added
The Company’s technologies help organizations verify identities, mitigate fraud risk, and enable secure digital interactions in response to increasingly complex and evolving threats, including those driven by artificial intelligence (“AI”). Mitek’s platform addresses key use cases across digital interactions and customer lifecycle, including new account openings, account access, and mobile check deposit.
Removed
Utilizing artificial intelligence, computer vision, and proprietary biometrics, our enterprise-grade verification tools protect organizations from escalating check fraud, ongoing account opening fraud, and new cyber threats such as deepfakes and voice clones. Mitek’s Mobile Check Deposit product is trusted by consumers for its convenience and accuracy verifying checks for deposit, facilitating approximately 1.2 billion transactions annually.
Added
Core capabilities include AI, machine learning, computer vision, and proprietary biometric liveness, and deepfake detection technologies that support identity verification, detect manipulation, and help prevent digital impersonation. The Company’s Mobile Check Deposit product enables approximately 1.2 billion transactions annually and is widely used by financial institutions to provide consumers with fast, accurate, and secure remote deposit functionality.
Removed
This solution powers secure, fast, and convenient deposit services for many organizations, enhancing consumer experience. We serve over 7,900 financial services organizations, financial technology (“fintech”) brands, telecommunications companies, and marketplace brands globally. Our verification and fraud detection technology is embedded directly within mobile and web applications, providing seamless verification at every touchpoint in the customer lifecycle.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed9 unchanged
Biggest changeAs of September 30, 2024, our marketable securities had remaining maturities between approximately one and 23 months and a fair market value of $48.3 million, representing 12% of our total assets.
Biggest changeAs of September 30, 2025, our marketable securities had remaining maturities between approximately one and 16 months and a fair market value of $42.3 million, representing 9% of our total assets.
Short-term and long-term debt securities are generally classified as available-for-sale and consequently are recorded on the consolidated balance sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive loss, net of estimated tax.
Short-term and long-term debt securities are generally classified as available-for-sale and consequently are recorded on the consolidated balance sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss), net of estimated tax.

Other MITK 10-K year-over-year comparisons