NETWORK-1 TECHNOLOGIES, INC.

Our principal business is the development, licensing and protection of our intellectual property assets. We presently own one hundred nineteen (119) U.S. patents, fifty-four (54) of such patents have expired, and fifteen (15) foreign patents (unexpired) relating to (i) our M2M/IoT patent portfolio relating to, among other things, enabling technology for authenticating and using eSIM (embedded Subscriber Identification Module) technology in IoT, Machine-to-Machine and other mobile devices, including smartphones, tablets and computers, as well as automobiles (“M2M/IoT Patent Portfolio”); (ii) our HFT

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patent portfolio covering certain advanced technologies relating to high frequency trading, which inventions specifically address technological problems associated with speed and latency and provide critical latency gains in trading systems. (“HFT Patent Portfolio”); and (iii) our Cox patent portfolio relating to enabling technology for identifying media content on the Internet and taking further action to be performed after such identification (“Cox Patent Portfolio”); (iv) our smart home patent portfolio relating to, among other things, the enabling technology to support the interoperability of smart home IoT devices (“Smart Home Patent Portfolio; (v) our Remote Power Patent covering the delivery of power over Ethernet (PoE) cables for the purpose of remotely powering network devices, such as wireless access ports, IP phones and network based cameras**;** and (vi) our Mirror Worlds Patent Portfolio relating to foundational technologies that enable unified search and indexing, displaying and archiving of documents in a computer system. We no longer intend to monetize our Remote Power Patent and Mirror Worlds Patent Portfolio as such patents have expired.

We have invested $7,000,000 in ILiAD Biotechnologies, Inc. (“ILiAD”), a clinical stage biotechnology company dedicated to the prevention and treatment of human disease caused byBordetella pertussis with a focus on validating its proprietary intranasal vaccine, BPZE1, for the prevention of pertussis (whooping cough). On December 31, 2025, we owned approximately 6.4% of the outstanding units of ILiAD on a non-fully diluted basis and approximately 4.8% of the outstanding units on a fully diluted basis (see “Business- Investment in ILiAD Biotechnologies).

Our current strategy includes continuing our efforts to monetize our intellectual property. In addition, we continue to seek to acquire additional intellectual property assets to develop, commercialize, license or otherwise monetize. Our strategy includes working with inventors and patent owners to assist in the development and monetization of their patented technologies. Our patent acquisition and development strategy is to focus on acquiring high quality patents which management believes have the potential to generate significant licensing opportunities as we have previously achieved with respect to our Remote Power Patent and our Mirror Worlds Patent Portfolio. In addition, we may also enter into strategic relationships with third parties to develop, commercialize, license or otherwise monetize their intellectual property.

In the past we have been dependent upon our Remote Power Patent for a significant portion of our revenue. Our Remote Power Patent generated revenue in excess of $188,000,000 from May 2007 through December 31, 2025. During the year ended December 31, 2025 and 2024, our Remote Power Patent generated all of our revenue. We are no longer enforcing our Remote Power Patent. Our future revenue is dependent on our ability to monetize our other patent assets.

We have pending litigations involving our assertion of infringement claims concerning certain patents within our M2M/IoT Patent Portfolio and HFT Patent Portfolio. In addition, we have a pending appeal to the U.S. Court of Appeals for the Federal Circuit of a District Court’s judgment of non-infringement dismissing our case against Google and YouTube involving certain patents within our Cox Patent Portfolio (see “Legal Proceedings” at pages 19-20 of this Annual Report).

At December 31, 2025, we had cash and cash equivalents and marketable securities of $36,869,000 and working capital of $36,336,000. Based on our current cash position, we believe that we will have sufficient cash to fund our operations for the foreseeable future.

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Overview of Our Patents

We are currently developing patents within our M2M/IoT Patent Portfolio, HFT Patent Portfolio and Smart Home Patent Portfolio. In addition, we are currently monetizing certain patents within our M2M/IoT Patent Portfolio, HFT Patent Portfolio and Cox Patent Portfolio (see “Legal Proceedings” at pages 19-20 hereof).

M2M/IoT Patent Portfolio

Our M2M/IoT Patent Portfolio, acquired in December 2017 from M2M and IoT Technologies, LLC (“M2M”), relates to, among other things, enabling technology for authenticating and using eSIM (embedded Subscriber Identification Module) technology in IoT, Machine-to-Machine and other mobile devices including smartphones, tablets and computers, as well as automobiles. The M2M/IoT Patent Portfolio currently consists of forty-five (45) issued U.S. patents, five (5) pending U.S. patent applications, and fourteen (14) registered foreign patents. Since we acquired the M2M/IoT Patent Portfolio in December 2017, we have been issued thirty-three (33) additional U.S. patents with respect to the portfolio. We anticipate further issuances of additional claims for this portfolio. The expiration dates of the forty-five (45) issued U.S. patents currently within our M2M/IoT Patent Portfolio range from September 2033 to May 2034. The expiration dates of the fourteen (14) foreign patents currently within our M2M/IoT Patent Portfolio range from October 2034 - December 2034.

We have an obligation to pay M2M 14% of the first $100 million of net proceeds (after deduction of expenses) and 5% of net proceeds greater than $100 million from Monetization Activities (as defined) related to our M2M/IoT Patent Portfolio. In addition, M2M will be entitled to receive from us $250,000 of additional consideration upon the occurrence of certain future events related to the patent portfolio.

John Nix, the Managing Member of M2M, provides consulting services to us with respect to our M2M/IoT Patent Portfolio. Mr. Nix is an entrepreneur and inventor, and founder and former Chief Executive Officer of Vobal Technologies, LLC. In 2016, Mr. Nix was recognized as “Creator of the Year” by the Intellectual Property Law Association of Chicago for his intellectual property related to eSIM technology.

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HFT Patent Portfolio

On March 25, 2022, we acquired the HFT Patent Portfolio. This portfolio covers certain advanced technologies relating to high frequency trading, which inventions specifically address technological problems associated with speed and latency and provide critical latency gains in trading systems. The HFT Patent Portfolio currently includes eleven (11) issued U.S. patents and two pending U.S. patents. The expiration dates within our HFT Patent Portfolio range from** **October 2039 to February 2040.

In addition to the purchase price that we paid at closing, we have an obligation to pay the seller an additional cash payment of $500,000 and $375,000 of our common stock contingent upon achieving certain milestones with respect to the HFT Patent Portfolio. We also have an obligation to pay the seller 15% of the first $50 million of net proceeds (after deduction of expenses) generated from the patent portfolio and 17.5% of net proceeds greater than $50 million.

Cox Patent Portfolio

Our Cox Patent Portfolio, acquired from Dr. Ingemar Cox in February 2013, currently consists of thirty-nine (39) U.S. patents relating to enabling technology for identifying media content on the Internet, such as audio and video, and taking further actions to be performed based on such identification. All of the patents within our Cox patent portfolio have expired. We have a pending appeal to the Federal Circuit of a District Court ruling dismissing our case against Google Inc. and YouTube, LLC involving assertion of certain patents within our Cox Patent Portfolio (see “Legal Proceedings” at pages 19-20 hereof). The patents within our Cox Patent Portfolio are based on a patent application filed in 2000. Since the acquisition of the Cox Patent Portfolio in February 2013, we have been issued thirty-four (34) additional patents relating to this portfolio. The claims in these thirty-four (34) additional patents are generally directed towards systems of content identification and performing actions following therefrom.

We are obligated to pay Dr. Cox 12.5% of the net proceeds generated by us from licensing, sale or enforcement of the Cox Patent Portfolio. Dr. Cox provides consulting services to us with respect to the Cox Patent Portfolio and assists our efforts to develop the patent portfolio.

Dr. Cox is currently a Professor at the University of Copenhagen and University College London where he is head of its Information and Decision Systems Group. He is also Director of the EPSRC Digital Health Hub for AMR (Antimicrobial resistance). Dr. Cox was formerly a member of the Technical Staff at AT&T Bell Labs and a Fellow at NEC Research Institute. He is a Fellow of the ACM, IEEE, the IET (formerly IEE), and the British Computer Society and is a member of the UK Computing Research Committee. In 2019, Dr. Cox was the recipient of the Tony Kent Strix Award in recognition of his contribution to the field of information retrieval. He was founding co-editor in chief of the IEE Proc. on Information Security and was an associate editor of the IEEE Trans. on Information Forensics and Security. He is co-author of a book entitled “Digital Watermarking” and its second edition “Digital Watermarking and Steganography”. He is an inventor or co-inventor of over seventy (70) U.S. patents.

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Smart Home Patent Portfolio

Our Smart Home Patent Portfolio, acquired in March 2025, relates to, among other things, enabling technology to support the interoperability of smart home IoT devices. Our Smart Home Patent Portfolio currently consists of nine issued U.S. patents, four pending U.S. Patents and one registered foreign patent and five pending foreign patents. The expiration dates within our HFT Patent Portfolio range from** **October 2039 to February 2040.

We are obligated to pay the seller 12.5% of the first $100 million of net proceeds (after the deduction of expenses) and 5% of the net proceeds in excess of $100 million from Monetization Activities (as defined) related to the patent portfolio. In addition, we are obligated to pay the seller $50,000 upon certain events.

Network-1 Strategy

Our strategy is to capitalize on our intellectual property assets by entering into licensing arrangements with third parties that utilize our intellectual property's proprietary technologies as well as any additional proprietary technologies covered by patents which may be acquired by us in the future. Our current patent acquisition and development strategy is to focus on acquiring high quality patents which management believes have the potential to generate significant licensing opportunities as we have achieved with our Remote Power Patent and Mirror Worlds Patent Portfolio. We no longer intend to enforce our Remote Power Patent and Mirror Worlds Patent Portfolio as all such patents have expired. Our revenue is dependent on our ability to monetize our other patent portfolios. In addition, we may enter into third party strategic relationships with inventors and patent owners to assist in the development and monetization of their patent technologies. Based on our cash position, we review opportunities to acquire additional intellectual property as well as evaluate other strategic alternatives.

In connection with our activities relating to the protection of our intellectual property assets, or the intellectual property assets of third parties with whom we may have strategic relationships in the future, it may be necessary to assert patent infringement claims against third parties whom we believe are infringing our patents or those of our strategic partners. We are currently involved in several litigations to protect our patents including certain patents within our M2M/IoT Patent Portfolio and HFT Patent Portfolio as well as an appeal to the Federal Circuit of a District Court dismissal involving certain patents within our Cox Patent Portfolio (see “Legal Proceedings” at pages 19-20 (hereof).

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Revenue Concentration

Revenue from our Remote Power Patent as a result of a litigation settlement constituted 100% of our revenue for the year ended December 31, 2025. We anticipate that our future revenue will continue to be derived from a few parties.

Competition

With respect to our ability to acquire additional intellectual property assets or enter into strategic relationships with third parties to monetize their intellectual property assets, we face considerable competition from other companies, many of which have significantly greater financial and other resources than we have. The patent licensing and enforcement industry has grown and there has been a material increase in the number of companies seeking to acquire intellectual property assets from third parties or to provide financing to third parties seeking to monetize their intellectual property. Entities including, among others, Acacia Research Corporation (NASDAQ:ACTG), Intellectual Ventures, WI-LAN Inc., and RPX Corporation, seek to acquire intellectual property or partner with third parties to license or enforce intellectual property rights. In addition, we also compete with strategic corporate buyers with respect to the acquisition of intellectual property assets. It is expected that others will enter this market as well. Many of these competitors have significantly greater financial and human resources than us.

We may also compete with litigation funding firms such as Burford Capital Limited, Validity Finance, LLC, Fortress Investment Group, LLC, Parabellum Capital LLC and Bentham Capital LLC, venture capital firms and hedge funds for intellectual property acquisitions and licensing opportunities. Many of these competitors also have greater financial resources and human resources than us.

Regulatory Environment

If new legislation, regulations or rules are implemented either by Congress, the USPTO or the courts that impact the patent application process, the patent enforcement process or the rights of patent holders, these changes could negatively affect our business, financial condition and results of operations. Certain legislation, regulations, and rulings by the courts and actions by the USPTO have materially increased the risk and cost of enforcement of patents. U.S. patent laws were amended by the Leahy-Smith America Invents Act, referred to as the “America Invents Act”, which became effective on March 16, 2013. The America Invents Act included a number of significant changes to U.S. patent law. In general, it addressed issues surrounding the enforceability of patents and the increase in patent litigation by, among other things, establishing new procedures for patent litigation and new administrative post-grant review procedures to challenge the patentability of issued patents outside of litigation, includingInter PartesReview (IPR) proceedings which provide third parties a timely and cost effective alternative to district court litigation to challenge the validity of an issued patent. The America Invents Act and its implementation increased the uncertainties and costs surrounding the enforcement of patent rights has made it more difficult to successfully enforce our patents.

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In addition, future changes in patent law could adversely impact our business. Such changes may not be advantageous to us and may make it more difficult to obtain adequate patent protection to enforce our patents. Increased focus on the growing number of patent lawsuits, particularly by non-practicing entities (NPEs), may result in legislative changes which increase the risk and costs of asserting patent litigation.

Investment in ILiAD Biotechnologies

During the period December 2018 to date, we made aggregate investments of $7,000,000 in ILiAD, a privately held clinical stage biotechnology company dedicated to the prevention and treatment of human disease caused byBordetella pertussis. ILiAD is focused on validating its proprietary intranasal vaccine, BPZE1, for the prevention of pertussis (whooping cough). Pertussis is a life-threatening disease caused by the highly contagious respiratory bacteriumBordetella pertussis. On December 31, 2025, we owned approximately 6.4% of the outstanding units of ILiAD on a non-fully diluted basis and approximately 4.8% of the outstanding units on a fully diluted basis. In connection with our investment, Corey Horowitz, our Chairman and Chief Executive Officer, became a member of ILiAD’s Board of Managers and received the same compensation for service on the Board as the other non-management Board members. Following ILiAD’s completion of a preferred stock financing in February 2026, Mr. Horowitz no longer serves on the Board.

BPZE1 was developed in the laboratory of Camille Locht, PhD, at the Institut Pasteur de Lille (IPL) and French National Institute of Health and Medical research. BPZE1 is a live-attenuated intranasal vaccine designed to overcome deficiencies of current pertussis vaccines, including poor durability of protection and failure to prevent nasopharyngealBordetella pertussis infections that lead to escape mutants and transmission to vulnerable infants. On February 5, 2026, ILiAD completed a $115,000,000 preferred stock financing**.**The financing was led by RA Capital Management with participation from new investors Janus Henderson Investors and BNP Paribas Asset Management Alts, as well as existing investors including a multi-national pharmaceutical company and AI Life Sciences. Following the closing of the financing, we owned approximately 3.1% of the outstanding shares on a non-fully diluted basis and approximately 2.5% of the outstanding shares on a fully diluted basis (see Note O to our consolidated financial statements included herein).

Corporate Information

We were incorporated under the laws of the State of Delaware in July 1990. Our principal executive offices are located at 65 Locust Avenue, Third Floor, New Canaan, Connecticut 06840 and our telephone number is (203) 920-1055.

Available Information

We file or furnish various reports, such as registration statements, quarterly and current reports, proxy statements and other materials with the SEC. Our website address is*www.network-1.com.*You may obtain, free of charge on our website, copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, Section 16 filings and amendments to those reports or statements filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information we post on our website is intended for reference purposes only; none of the information posted on our website is part of this Annual Report or incorporated by reference herein.

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In addition to the materials that are posted on our website, you may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and other information statements, and other information regarding issuers, including us, that file electronically with the SEC. The address of the SEC’s website ishttp://www.sec.gov.

Employees and Consultants

We currently have two full-time employees and two consultants providing monthly services to us.