UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

 

Commission File Number: 1-8601

 

CreditRiskMonitor.com, Inc.

(Exact name of registrant as specified in its charter)

 

 

Address Not Applicable¹

(Address of principal executive offices, including zip code)

 

(845) 230-3000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

 

The Company’s common stock is traded on the OTCQX Tier of OTC Markets. There were 10,767,501 shares of common stock $.01 par value outstanding as of August 19, 2026.

 

 

 

EXPLANATORY NOTE

 

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2026, the audit committee of the Company’s board of directors on August 3, 2026 concluded that (a) the Company’s previously issued unaudited condensed financial statements as of and for the quarterly periods ended (i) June 30, 2025, (ii) September 30, 2025 and 2024, and (iii) March 31, 2026 and 2025, and (b) the Company’s previously issued audited financial statements as of and for the fiscal years ended December 31, 2025 and 2024 (collectively, the “Affected Periods”), filed with the Securities and Exchange Commission (the “SEC”) in the respective Quarterly Reports on Form 10-Q for such quarterly periods and in the Annual Report on Form 10-K for such fiscal year and included in any reports, related earnings releases, or similar communications of the Company’s financial results, should no longer be relied upon and require restatement (the “Restatement”).

 

The Company’s management made this determination following a nexus study conducted with an external tax advisor, after which the Company determined it had economic and physical nexus in state and local jurisdictions where it historically had not been collecting and remitting sales and use tax and filing income taxes. As a result of the nexus study, the Company concluded it had a sales and use tax liability and income tax liability related to prior periods. The Company is pursuing Voluntary Disclosure Agreements (“VDAs”) to address this liability, and is in various stages of review, submission, acceptance, and payment with each state impacted. In connection with the foregoing, the Company also identified a material weakness in the Company’s internal control over financial reporting and disclosure controls and procedures related to the identification, monitoring, and evaluation of state and local tax nexus requirements, as further described in Item 4 of Part 1 of this Quarterly Report on Form 10-Q/A. The Company has subsequently engaged an independent third-party provider of automated sales tax solutions to support compliance through continuous identification, monitoring and evaluation of our transaction activity and physical presence.

 

CREDITRISKMONITOR.COM, INC.

 

INDEX

 

 

 

PART I. FINANCIAL INFORMATION

 

 CREDITRISKMONITOR.COM, INC.

CONDENSED BALANCE SHEETS

SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

 

 

See accompanying notes to condensed financial statements.

 

CREDITRISKMONITOR.COM, INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Unaudited)

 

 

See accompanying notes to condensed financial statements.

 

CREDITRISKMONITOR.COM, INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Unaudited)

 

 

See accompanying notes to condensed financial statements.

 

CREDITRISKMONITOR.COM, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Unaudited)

 

 

See accompanying notes to condensed financial statements.

 

 

CREDITRISKMONITOR.COM, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Unaudited)

 

 

See accompanying notes to condensed financial statements.

 

CREDITRISKMONITOR.COM, INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Unaudited)

 

 

See accompanying notes to condensed financial statements.

 

CREDITRISKMONITOR.COM, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been amended and restated to give effect to the restatement of our financial statements, as more fully described in Note 2 to our financial statements entitled “Restatement of Previously Issued Financial Statements.” For further detail regarding the restatement, see “Explanatory Note” and “Item 4. Controls and Procedures.”

 

Business Environment

 

The continuing uncertainty in the worldwide financial system has negatively impacted general business conditions. It is possible that a weakened economy could adversely affect our subscribers’ discretionary spending for financial risk information, or even their solvency, but the Company cannot predict whether or to what extent this may occur.

 

Our strategic priorities and plans for 2025 are to continue to build on the improvement initiatives underway to enhance our value proposition to subscribers while continuing to achieve sustainable, profitable growth.

 

Financial Condition, Liquidity and Capital Resources

 

The following table presents selected financial information and statistics as of September 30, 2025 and December 31, 2024 (dollars in thousands):

 

 

As of September 30, 2025, the Company had approximately $6.9 million in cash and cash equivalents, an increase of approximately $244 thousand from December 31, 2024. The Company had approximately $12.6 million in total held-to-maturity assets (current and non-current) comprised of U.S. Treasury securities as compared to approximately $11.2 million as of December 31, 2024.

 

The main component of current liabilities as of September 30, 2025 was unexpired subscription revenue of approximately $10.9 million, which should not require significant future cash outlay as this is annual recurring revenue, other than the cost of preparation and delivery of the applicable commercial credit reports, which cost much less than the unexpired subscription revenue shown. Unexpired subscription revenue is recognized as income over the subscription term, which approximates 12 months.

 

The Company has no bank lines of credit or other currently available credit sources.

 

The Company believes that its existing balances of cash and cash equivalents and cash generated from operations will be sufficient to satisfy its anticipated cash requirements through at least the next 12 months and the foreseeable future. Moreover, the Company has no debt. However, the Company’s liquidity could be negatively affected if it were to make an acquisition or license products or technologies, which may require the need to raise additional capital through future debt or equity financing. Additional financing may not be available or on terms favorable to the Company.

 

Off-Balance Sheet Arrangements

 

The Company is not a party to any off-balance sheet arrangements.

 

Results of Operations

 

 

Operating revenues increased approximately $85 thousand, or 2%, for the third quarter of fiscal 2025 compared to the same period of fiscal 2024. This overall revenue growth resulted from an increase in SaaS subscription product revenue, attributable to increased sales to new and existing subscribers, as well as related price increases for subscriptions.

 

Data and product costs decreased approximately $14 thousand, or 1%, for the third quarter of fiscal 2025 compared to the same period of fiscal 2024. The decrease was due mainly to lower fees for third party engagements offset by (i) higher costs of third-party content due to price increases instituted by some of the Company’s major suppliers and (ii) higher hosted facility costs driven by increased production demands and the expiration of the leased office space on July 31, 2025.

 

Selling, general and administrative expenses reflect an increase in both the third quarter of fiscal 2025 and 2024 due to recording sales tax in prior periods. Overall, selling, general and administrative expenses increased approximately $417 thousand, or 17%, for the third quarter of fiscal 2025 compared to the same period of fiscal 2024. This increase aligns with the Company’s growth strategy, driven by the (i) implementation of a new Customer Relationship Management platform, (ii) revamped client services model, and (iii) expansion of the sales teams. The Company expects some of these increased expenses associated with (i) and (ii) to subside over time as these changes take root and redundancies are eliminated.

 

Other income reflects a decrease in both the third quarter of fiscal 2025 and 2024 due to interest expense associated with recording sales tax and income tax in prior periods. Overall, other income decreased approximately $85 thousand, or 34%, for the third quarter of fiscal 2025 compared to the same period of fiscal 2024. Short-term interest rate levels on institutional money market funds are lower in the third quarter of fiscal 2025, relative to the third quarter of fiscal 2024. Accordingly, management believes the decision to invest in U.S. Treasury security holdings with maturities ranging from 19 to 25 months, from date of purchase, reflected prudent risk management.

 

 

Operating revenues increased approximately $274 thousand, or 2%, for the nine months ended September 30, 2025 compared to the same period of fiscal 2024. This overall revenue growth resulted from an increase in SaaS subscription product revenue, attributable to increased sales to new and existing subscribers, as well as related price increases for subscriptions.

 

Data and product costs increased approximately $102 thousand, or 2%, for the nine months ended September 30, 2025 compared to the same period of fiscal 2024. This increase was due primarily to (i) higher costs of third-party content due to price increases instituted by some of the Company’s major suppliers and (ii) higher hosted facility costs driven by increased production demands and the expiration of the leased office space on July 31, 2025.

 

Selling, general and administrative expenses reflect an increase in both the nine months ended September 30, 2025 and 2024 due to recording sales tax in prior periods. Overall, selling, general and administrative expenses increased approximately $276 thousand, or 3%, for the nine months ended September 30, 2025 compared to the same period of fiscal 2024. This increase aligns with the Company’s growth strategy, driven by (i) the implementation of a new Customer Relationship Management platform, (ii) revamped client services model, and (iii) targeted expansion of the sales teams. The Company expects some of these increased expenses associated with (i) and (ii) to subside over time as these changes take root and redundancies are eliminated.

 

Other income reflects a decrease in both the nine months ended September 30, 2025 and 2024 due to interest expense associated with recording sales tax and income tax in prior periods. Overall, other income decreased approximately $144 thousand, or 23%, for the nine months ended September 30, 2025 compared to the same period of fiscal 2024. Short-term interest rate levels on institutional money market funds are lower during the nine months ended September 30, 2025 relative to fiscal 2024. Accordingly, management believes the decision to invest in U.S. Treasury security holdings with maturities ranging from 19 to 25 months, from date of purchase, reflected prudent risk management.

 

Future Operations

 

The Company over time intends to expand its operations by expanding the breadth and depth of its product and service offerings and by introducing new and complementary products. Gross margins attributable to new business areas may be lower than those associated with the Company’s existing business activities.

 

The Company’s current and future expense levels are based largely on its investment plans and estimates of future revenues. To a large extent, these costs do not vary with revenue. Sales and operating results generally depend on the Company’s ability to attract and retain subscribers as well as the volume and timing of the subscriptions for the Company’s products, which are difficult to forecast. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues in relation to the Company’s planned expenditures would have an immediate adverse effect on the Company’s business, prospects, financial condition and results of operations. Further, as a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, service, marketing or acquisition decisions that could have a material adverse effect on its business, prospects, financial condition and results of operations.

 

Achieving greater profitability depends on the Company’s ability to generate and sustain increased revenue levels. The Company believes that its success will depend in large part on its ability to (i) increase its brand awareness, (ii) provide its subscribers with outstanding value, thus encouraging renewals, and (iii) achieve sufficient sales volume to realize economies of scale. Accordingly, the Company intends to continue to increase the size of its sales force and customer service staff as well as invest in product development, operating infrastructure, marketing and promotion. The Company believes that these expenditures will help it to sustain the revenue growth it has experienced over the last several years. The Company anticipates that sales and marketing expenses will continue to increase in dollar amount and as a percentage of revenues during the remainder of 2025 and future periods as the Company continues to expand its business on a worldwide basis. Further, the Company expects that product development expenses will also continue to increase in dollar amount and may increase as a percentage of revenues during the remainder of 2025 and future periods because it expects to employ more development personnel on average compared to prior periods and build the infrastructure required to support the development of new and improved products and services. However, as some of these expenditures are discretionary in nature, the Company expects that the actual amounts incurred will be in line with its projections of future cash flows in order not to negatively impact its future liquidity and capital needs. There can be no assurance that the Company will be able to achieve these objectives within a meaningful time frame.

 

The Company expects to experience fluctuations in its future quarterly operating results due to a variety of factors, some of which are outside the Company’s control. Factors that may adversely affect the Company’s quarterly operating results include, among others, (i) the Company’s ability to retain existing subscribers, attract new subscribers at a steady rate and maintain customer satisfaction, (ii) the Company’s ability to maintain gross margins in its existing business and in future product lines and markets, (iii) the development of new services and products by the Company and its competitors, (iv) price competition, (v) the Company’s ability to obtain products and services from its vendors, including information suppliers, on commercially reasonable terms, (vi) the Company’s ability to upgrade and develop its systems and infrastructure, and adapt to technological change, (vii) the Company’s ability to attract and retain personnel in a timely and effective manner, (viii) the Company’s ability to manage effectively its development of new business segments and markets, (ix) the Company’s ability to successfully manage the integration of operations and technology of acquisitions or other business combinations, (x) technical difficulties, system downtime, cybersecurity breaches, or Internet brownouts, (xi) the amount and timing of operating costs and capital expenditures relating to the Company’s business, operations and infrastructure, (xii) governmental regulation and taxation policies, including undetermined state tax obligations and their settlement and resolution, (xiii) disruptions in service by common carriers due to strikes or otherwise, (xiv) risks of fire or other casualty, (xv) litigation costs or other unanticipated expenses, (xvi) interest rate risks and inflationary pressures, and (xvii) general economic conditions and economic conditions specific to the Internet and online commerce.

 

Due to the foregoing factors, the Company believes that period-to-period comparisons of its operating revenues and results are not necessarily meaningful and should not be relied on as an indication of future performance.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts contained herein, are forward-looking statements. Forward-looking statements include, without limitation, statements regarding our results of operations; financial position and performance; liquidity and our ability to fund business operations and initiatives; capital expenditure; business strategies, plans and goals, including those related to marketing, expansion of our business; industry trends; general economic conditions, including inflation, interest rates and other pricing pressures that could impact our operating margins; expectations regarding consumer behaviors and trends; our culture and operating philosophy; human resource management; legal proceedings; and our objectives for future operations. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” “likely,” “opportunity,” “may,” “could,” “outlook,” “can,” “trend,” “might,” “drives,” “hope,” “potential,” “project,” “predict,” and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based largely on our current expectations and projections about future events and financial or other trends that the Company believes may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Any forward-looking statement speaks only as of the date it is made. These forward-looking statements are subject to inherent uncertainties, risks, changes in circumstances and other important factors that are difficult to predict. Moreover, the Company operates in a very competitive and rapidly changing environment in which new risks emerge from time to time. It is not possible for our management to predict all risks, nor can the Company assess the impact of all important factors on our business or the extent to which any factor, or combination of such factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed may not occur and our financial condition and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. In other words, these statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. The Company cautions you therefore against relying on these forward-looking statements. Some of the important factors that could cause actual results to differ from our expectations include regional, national, or global political, economic, business, competitive, market and regulatory conditions and the other important factors included in this report under sections captioned “Results of Operations,” and “Future Operations,” among others, as well as those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 in “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company qualifies all of its forward-looking statements by these cautionary statements. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

 

Item 4.    Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures (restated)

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.

 

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to ensure that all material information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 are accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms due to a material weakness, as further described below.

 

Material Weakness in Internal Control Over Financial Reporting (restated)

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

As previously disclosed in the Company’s Current Report on Form 8-K filed on August 6, 2026, following a nexus study conducted with an external tax advisor, the Company determined it had economic and physical nexus in state and local jurisdictions where it historically had not been collecting and remitting sales and use tax and filing income taxes. In connection with the foregoing, the Company identified a material weakness in the Company’s internal control over financial reporting and concluded that the Company’s internal control over financial reporting and disclosure controls and procedures related to the identification, monitoring, and evaluation of state and local tax nexus requirements were ineffective.

 

Remediation Plan

 

The Company’s management has created a plan of remediation to address the material weakness. The Company is pursuing VDAs to mitigate future exposure based on counsel from its tax advisor. For each of the states impacted, the Company is in various stages of VDA process, including review, submission, acceptance and payment. In addition, the Company has engaged an independent third-party provider of automated sales tax solutions to support compliance through continuous identification, monitoring and evaluation of our transaction activity and physical presence, ensuring that the Company is aware of ensuing new jurisdictions that are approaching qualifying thresholds and subsequently supporting the registration, filing, and payment submission in those jurisdictions.

 

Changes in Internal Control Over Financial Reporting

 

Other than as described above, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Limitations of the Effectiveness of Internal Control

 

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

 

PART II. OTHER INFORMATION

 

 

Nothing to report.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

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