ATDS 10-K & 10-Q changes, risk factors and insider trading
Data443 Risk Mitigation, Inc. · OTC · Services-Prepackaged Software · CIK 1068689 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
Our independent registered public accounting firm has included an explanatory paragraph in their report in our audited financial statements for the fiscal year ended December 31,see in full comparison20242025 to the effect that our losses from operations and our negative cash flows from operations raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern within one year after the date that the financial statements are issued. We may be required to cease operations which could result in our stockholders losing all or almost all of their investment. As of December 31,2024,2025, we had cash balance of$168,208$197,364 and our principal sources of liquidity were trade accounts receivable of$31,776$91,686 and other current assets of$-0-,$1,150,000, as compared to cash of$84,570,$168,208, trade accounts receivable of$309,768$31,776 and prepaid and other current assets of$29,467$-0- as of December 31,2023.2024.
Full comparison: every changed paragraph (1)
Our
independent registered public accounting firm has included an explanatory paragraph in their report in our audited financial statements
for the fiscal year ended December 31, 20242025 to the effect that our losses from operations and our negative cash flows from operations
raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that
might be necessary should we be unable to continue as a going concern within one year after the date that the financial statements are
issued. We may be required to cease operations which could result in our stockholders losing all or almost all of their investment. As
of December 31, 2024,2025, we had cash balance of $168,208$197,364 and our principal sources of liquidity were trade accounts receivable of $31,776$91,686
and other current assets of $-0-,$1,150,000, as compared to cash of $84,570,$168,208, trade accounts receivable of $309,768$31,776 and prepaid and other current
assets of $29,467$-0- as of December 31, 2023.2024.
Management's Discussion & Analysis (MD&A)
Largest changes
“Cost of revenue consists of direct expenses, such as data center cost, consulting labor, shipping, and supplies. The increase in cost of revenue is a result of purchase of a 1-year license related to our TacitRed acquisition while our concerted cost elimination and reduction effort reduced the overall impact of the new license. We eliminated overly redundant data center costs and used existing internal personnel drastically reducing our consulting spend.”see in full comparison
“Cost of revenue consists of direct expenses, such as labor, shipping, and supplies. The increase in cost of revenue is a result of the additional costs associated with our acquisition of intellectual property, accounts receivable, and other assets from the Appointed Receiver for the Assets of Cyren Ltd.”see in full comparison
“During the year ended December 31, 2024, we raised $290,000 from the issuance of convertible debt; $-0- from the issuance of notes payable; and, $288,406 from loans from a related party; repayment of convertible note payable of $303,488; repayment of $865,746 on notes payable; and repayment to a related party of $485,540. …”see in full comparison
“During the year ended December 31, 2025, we raised $233,430 from the issuance of convertible debt; $-0- from the issuance of notes payable; and, $16,655 from loans from a related party; repayment of convertible note payable of $440,366; repayment of $787,249 on notes payable; and repayment to a related party of $19,000. …”see in full comparison
Net losssee in full comparisonincreasedecreased43%58% from$4,244,708$6,087,182 for the year ended December 31,20232024 to$6,087,182$2,567,743 for year ended December 31,2024.2025. The net loss was mainly derived from an operating loss of $2,130,967 and interest expense of $1,247,658, and gain on settlement of $760,625 that lowered our net loss. The net loss for the year ended December 31, 2024 was mainly derived from an operating loss of $3,064,524 and interest expense of $2,742,421, loss on settlement of $160,304 and loss on investment deposit of $115,000.The net loss for the year ended December 31, 2023 was mainly derived from an operating loss of $2,784,459 and interest expense of $6,417,407 and settlement of debt of $4,913,181.
Other income (expenses) for the year ended December 31,see in full comparison20242025 consisted primarily of interest expense of $1,247,658 gain on the sale of surplus IP addresses acquired with Cyren assets, and gain on settlement of $760,625 related to settlement with vendors. Other expenses for the year ended December 31, 2024 consisted of interest expense of $2,742,421, loss on settlement of $160,304 related to settlement with former employee, and loss on investment of $115,000 related to terminated acquisition.Other expenses for the year ended December 31, 2023 consisted of interest expense of $6,417,407 and forgiveness of debt of $4,913,181 and $43,977 in other income.
Full comparison: every changed paragraph (14)
The
decrease in revenue is due to our acquisition of intellectual property, accounts receivable, and other assets from the Appointed Receiver
Receiver for the Assets of Cyren Ltd which resulted in catchup payments for 2023 which were one-time payments. We also believe that some customers and
prospective customers were reluctant to consider
deals regarding new business opportunities due to concerns based on economic uncertainty
and other global events. However, we
continue to see organic growth in increased consumption of our services that contain storage or
volume components, matching our
expectations and as is reflected in our continuing Annual Recurring Revenue (“ARR’) growth.
Cost of revenue consists of direct expenses, such as data center cost, consulting labor, shipping, and supplies. The increase in cost of revenue is a result of purchase of a 1-year license related to our TacitRed acquisition while our concerted cost elimination and reduction effort reduced the overall impact of the new license. We eliminated overly redundant data center costs and used existing internal personnel drastically reducing our consulting spend.
Cost
of revenue consists of direct expenses, such as labor, shipping, and supplies. The increase in cost of revenue is a result of the additional
costs associated with our acquisition of intellectual property, accounts receivable, and other assets from the Appointed Receiver for
the Assets of Cyren Ltd.
The
general and administrative expenses primarily consisted of management costs, costs to integrate assets we acquired and to expand sales,
product enhancements, audit and review fees, filing fees, professional fees, and other expenses related to SEC reporting, in connection
with the projected growth of our business. Additionally, we continue
to incur specificcost one-time costs in relation to our planned Nasdaq Capital Markets uplist, additionalof financing activities and related
functions. The
decrease in general and administrative expense was primarily due to the Company’s cost cutting measures.measures related to reducing overhead
costs which resulting in a decrease in our spend in virtually every expense category.
The
sales and marketing expenses primarily consisted of continuing to shift our sales operation toward an inbound model, continued high focus
on renewals and customer success operations as well as our focus on re-engaging former customers of the Cyren products that we acquired.
The increasedecrease in sales and marketing expense was primarily due to our continued efforts to drive renewals and improve the efficiency of our selling process.process
and eliminate spend on booth rental and related cost for conferences and other events.
Other
income (expenses) for the year ended December 31, 20242025 consisted primarily of interest expense of $1,247,658 gain on the sale
of surplus IP addresses acquired with Cyren assets, and gain on settlement of $760,625 related to settlement with vendors. Other expenses
for the year ended December 31, 2024 consisted of interest expense of $2,742,421, loss on settlement of
$160,304 related to settlement
with former employee, and loss on investment
of $115,000 related to terminated acquisition. Other expenses for the year ended December 31, 2023 consisted of interest expense of $6,417,407
and forgiveness of debt of $4,913,181 and $43,977 in other income.
Net
loss increasedecreased 43%58% from $4,244,708$6,087,182 for the year ended December 31, 20232024 to $6,087,182
$2,567,743 for year ended December 31, 2024.2025. The net loss
was mainly derived from an operating loss of $2,130,967 and interest expense of $1,247,658, and gain on settlement of $760,625 that lowered
our net loss. The net loss for the year ended December 31, 2024 was mainly derived from an operating loss of $3,064,524 and interest
expense of $2,742,421,
loss on settlement of $160,304 and loss on investment deposit of $115,000. The net loss for the year ended December 31, 2023 was mainly
derived from an operating loss of $2,784,459 and interest expense of $6,417,407 and settlement of debt of $4,913,181.
We
require cash to fund our operating expenses and working capital requirements, including outlays for capital expenditures. As of December
31, 2024,2025, our principal sources of liquidity were cash of $197,364, trade accounts receivable of $91,686 and prepaid and other current
assets of $1,150,000, as compared to cash of $168,208, trade accounts receivable of $31,776 and prepaid and other current
assets of $-0-, as compared to cash of $84,570, trade accounts receivable of $309,768 and prepaid and other current assets of $29,467$-0-
as of December 31, 2023.2024.
As of December 31, 2025, we had assets of cash in the amount of $197,364 and other current assets in the amount of $1,241,686. As of December 31, 2025, we had current liabilities of $18,204,989. We accumulated deficit as of December 31, 2025 was $64,311,761.
As
of December 31, 2023, we had assets of cash in the amount of $84,570 and other current assets in the amount of $339,235. As of December
31, 2023, we had current liabilities of $13,801,416. We accumulated deficit as of December 31, 2023 was $55,656,836.
During
the year ended December 31, 2024,2025, we provided $1,275,006$1,002,250 in operating activities, compared to usingproviding $782,101$1,275,006 during the year ended
December 31,
2023. 2024. The increase in cash used in operating activities was primarily due to a decrease in operating liabilities.
During
the year ended December 31, 2025, investing activities were $2,636 as a deposit on intangible assets. During the year ended December 31, 2024, investing activities were $115,000 as a deposit on investment which
was not completed and recorded as a loss in investment. During the year ended December 31, 2023, we used funds in investing activities of $1,685,523 to acquire intellectual
property and to acquire property and equipment.
During the year ended December 31, 2025, we raised $233,430 from the issuance of convertible debt; $-0- from the issuance of notes payable; and, $16,655 from loans from a related party; repayment of convertible note payable of $440,366; repayment of $787,249 on notes payable; and repayment to a related party of $19,000. By comparison, during the year ended December 31, 2024, we raised $290,000 from the issuance of convertible debt; $-0- from the issuance of notes payable; and, $288,406 from loans from a related party; repayment of convertible note payable of $303,488; repayment of $865,746 on notes payable; and repayment to a related party of $485,540.
During
the year ended December 31, 2024, we raised $290,000 from the issuance of convertible debt; $-0- from the issuance of notes payable; and, $288,406 from
loans from a related party; repayment of convertible note payable of $303,488; repayment of $865,746 on notes payable; and repayment to a related party
of $485,540. By comparison, during the year ended December 31, 2023, we raised $1,067,631 from the issuance of convertible debt; $1,689,868
from the issuance of notes payable; and, $422,935 from loans from a related party; repayment of convertible note payable of $438,059;
repayment of $1,562,535 on notes payable; and repayment to a related party of $193,560.
What changed in the latest 10-Q
Risk Factors
Investing in our Common Stock involves a high degree of risk. You should carefully consider the risk factors in our Annual Report, as well as other information in this Quarterly Report, before deciding whether to invest in the shares of our Common Stock. The occurrence of any of the events described in our Annual Report could have a material adverse effect on our business, financial condition or results of operations. In the case of such an event, the trading price of our Common Stock may decline and you may lose all or part of your investment.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”
New heading “Our operations for the six months ended June 30, 2026 and 2025 are outlined below:”
New heading “Cost of Revenue”
New heading “Operating Expenses”
New heading “General and Administrative Expenses”
New heading “Sales and Marketing Expenses”
New heading “Other income (expense)”
New heading “Accumulated Losses”
Largest changes
“Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”see in full comparison
“Our operations for the six months ended June 30, 2026 and 2025 are outlined below:”see in full comparison
Full comparison: every changed paragraph (32)
The
following discussion and analysis of the results of operations and financial condition for the threesix months ended MarchJune 31,30, 2026 and for
for the year ended December 31, 2025 should be read in conjunction with our consolidated financial statements, and the notes to those financial
financial statements that are included elsewhere in this quarterly report on Form 10-Q for the quarter ended MarchJune 31,30, 2026 (the “Quarterly
Report”).
Results
of Operations for the Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025
Our
operations for the three months ended MarchJune 31,30, 2026 and 2025 are outlined below:
For
the three months ended MarchJune 31,30, 2026 and 2025 our operating expenses were as follows:
Other
income (expenses) for the three months ended MarchJune 31,30, 2026 consisted primarily of interest expense and a gain on settlement as a result
of settling with vendors. Other expenses for the three months ended MarchJune 31,30, 20252026 consisted of interest expense.
Net
loss increased 50% from $676,664$317,971 for the three months ended MarchJune 31,30, 2025 compared to $1,013,506$944,481 for the three months ended MarchJune 31,30, 2026.
The net loss was mainly derived from an operating loss of $714,982,$560,777, and interest expense of $469,334.$385,064. The net loss for the three months
ended MarchJune 31,30, 2025 was mainly derived from an operating loss of $342,278,$28,604, and interest expense of $331,293.$291,121. The increase in Net Loss
was primarily due to the increase in cost of revenue is a result of purchase of a 1-year license related to our TacitRed acquisition
and an increase in interest expense.
Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
Our operations for the six months ended June 30, 2026 and 2025 are outlined below:
Revenue
Revenues decreased by 29% from $2,598,616 for the six months ended June 30, 2025 to $1,847,075 for the six months ended June 30, 2026. We continue to see organic growth in increased consumption of our services that contain storage or volume components, matching our expectations and as is reflected in our continuing Annual Recurring Revenue (“ARR”) growth. We are offering and closing deals based on professional services consulting to further enable our technological capabilities within our existing customer base.
Cost of Revenue
Cost of revenue consists of direct expenses, such as data center cost, consulting labor, shipping, and supplies. The increase in cost of revenue is a result of purchase of a 1-year license related to our TacitRed acquisition while our concerted cost elimination and reduction effort reduced the overall impact of the new license. We eliminated overly redundant data center costs and used existing internal personnel drastically reducing our consulting spend.
Operating Expenses
For the six months ended June 30, 2026 and 2025 our operating expenses were as follows:
General and Administrative Expenses
The general and administrative expenses primarily consisted of management costs, costs to integrate assets we acquired and to expand sales, product enhancements, audit and review fees, filing fees, professional fees, and other expenses related to SEC reporting, including the re-classification of sales-related management expenses, in connection with the projected growth of our business. Additionally, we continue to incur specific costs in relation to our planned uplist to the Nasdaq Capital Markets, additional financing activities and related functions. The decrease in general and administrative expense was primarily due to our significant cost-saving efforts.
Sales and Marketing Expenses
The sales and marketing expenses primarily consisted of additional focus on cross-sell, upsell and growth in existing contracts from customers. As our retention activities of the assets of Cyren customer base has largely transitioned to increased consumption and quality of service delivery efforts. Sales and marketing expense is basically unchanged as we maintain a steady approach in our sales and marketing efforts.
Other income (expense)
Other income (expenses) for the six months ended June 30, 2026 consisted primarily of interest expense and a gain on settlement as a result of settling with vendors. Other expenses for the six months ended June 30, 2025 consisted of interest expense.
Net Loss
Net loss increased 97% from $994,635 for the six months ended June 30, 2025 to $1,957,987for the six months ended June 30, 2026. The net loss was mainly derived from an operating loss of $1,274,615, and interest expense of $854,398. The net loss for the six months ended June 30, 2025 was mainly derived from an operating loss of $370,882, and interest expense of $622,414.
Accumulated Losses
We had a net operating loss carryfowards of approximately $6 million from prior operations in 2017, before our current President and Chief Executive Officer acquired a controlling interest in the company. Subsequent to this and through June 30, 2026, we have relied on convertible notes and other debt instruments that may contain unfavorable discounts, origination fees, and have embedded conversion features that are subject to derivative treatment for accounting purposes. Due primarily to this treatment of convertible notes, debt and related derivative accounting, since 2017, we have accumulated deficits of approximately $14.1 million due to derivative valuations and $17.8 million expensed for interest and amortization of debt discounts for financing and other origination fees.
The
following table provides selected financial data about our company as of MarchJune 31,30, 2026 and December 31, 2025, respectively.
We
require cash to fund our operating expenses and working capital requirements, including outlays for capital expenditures. As of MarchJune
31,30, 2026, we had cash overdraft balance of $40,812$420 and our principal sources of liquidity were trade accounts receivable of $98,695,$41,744, as
compared compared
to cash of $197,364 and trade accounts receivable of $91,686 as of December 31, 2025.
During
the last two years, and through the date of this Report, we have faced an increasingly challenging liquidity situation that has limited
our ability to execute our operating plan. We will need to obtain capital to continue operations. There is no assurance that we will
be able to secure such funding on acceptable terms. During the threesix months ended MarchJune 31,30, 2026, we reported a loss from operations of
of $714,892.$1,274,615.
As
of MarchJune 31,30, 2026, we had assets of cash in the amount of $40,812 and other current assets in the amount of $648,695.$41,744. As of MarchJune 31,
30, 2026, we had current liabilities of $18,842,890.
$19,699,594. Our accumulated deficit as of MarchJune 31,30, 2026 was $65,325,267.$66,269,748.
During
the threesix months ended MarchJune 31,30, 2026, we usedprovided $169,833$209,021 from operating activities, compared to $164,330$32,047 used during the threesix months ended
June March
31,30, 2025.
During
the threesix months ended MarchJune 31,30, 2026, we used $13,500 funds in investing activities. During the threesix months ended MarchJune 31,30, 2025, we used
funds in investing activities of $-0- to acquire property and equipment.equipment
During
the threesix months ended MarchJune 31,30, 2026, we raised $26,781 from issuance of convertible debt $82,000$98,400; proceeds on notes payable of
$230,750 $527,251 and
proceeds from related party of $23,414$147,181 and repaid $136,792; repayment of convertible note payable of $90,086,$131,522, and repayment of $181,604
$897,403 on notes payable. For
March 31,June 202530, 2026 we had net cash inflowsouflows for financing activities of $13,773.$392,885. By comparison, duringDuring Marchthe
three 31,months ended June 30, 2025, we raised $132,500
from issuance of convertible debt; proceeds from related party of $6,583$25,583 and
repaid $19,583 to related party; repayment of convertible note payable of $50,000, and
repayment of $75.310$164,987 on notes payable. For
June March 31,30, 2025 we had net cash inflowsoutflows for financing activities of $13,773.$76,487.
As
of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements.
ATDS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding ATDS (13F)
None of the 59 investors we track reported a position in their latest 13F.