Intellicheck Inc

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders, Board of Directors, and Audit Committee

Intellicheck, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Intellicheck, Inc. (the Company) as of December 31, 2023 and 2022, the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they it relates.

Sales and Use Tax Accrual

As described in Note 12 to the financial statements, the Company is required to collect and remit sales and use taxes on sales transactions it processes in various state and local jurisdictions and identified immaterial errors in its historical financial statements relating to reporting of sales and use taxes on customer sales transactions to state taxing authorities. Conclusions on recognizing and measuring sales and use taxes involves management judgment including the consideration of the applicability of state and local transactional tax regulations on transactions. Given the complexity and the subjective nature of the interpretation of transactional tax policies and regulations, management's estimates relating to the determination of sales and use tax accruals requires judgment.

We identified the Company’s sales and use tax accrual as a critical audit matter. Our principal considerations for this determination included the high degree of auditor judgment and subjectivity in evaluating the reasonableness of management’s significant inputs and assumptions utilized in the determination of sales and use tax accrual, particularly as it relates to evaluating the applicable sales tax rates, applicable localities, and the determination of taxability of the services. Furthermore, auditing these inputs and assumptions requires specialized knowledge and skills. We also considered the effect of the identified material weakness, in determining the nature, timing, and extent of procedures over the sales and use tax accrual.

Our primary audit procedures performed in response to the critical audit matter included:

•Obtained an understanding of management’s process for developing the sales and use tax accrual.

•Evaluated management's methods and assumptions used in the identification, recognition, measurement, and disclosure of the sales and use tax accrual, particularly as it relates to evaluating the applicable sales tax rates, applicable localities, and the determination of taxability of the services.

•Tested the completeness and accuracy of the data used by management in their sales and use tax analysis.

•Selected a sample of transactions and compared the sales and use tax rates applied to the locality and recalculated the mathematical accuracy of management’s calculations.

•Utilizing personnel with specialized knowledge and skills in state and local sales and use tax regulations, we assessed the reasonableness of management's estimates by considering how sales and use tax law, including statutes and regulations, impacted management's estimate.

/s/FORVIS, LLP

We have served as the Company’s auditor since 2022.

Tysons, VA

April 1, 2024