Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

We are a developer of financial software and a distributor of market data and research information to online brokerages, clearing firms, banks, media properties, public companies, and financial service corporations worldwide. Through the aggregation of information from many direct data, news, and research sources, we offer a comprehensive range of solutions for all market-related information provisioning requirements.

We have three general product lines: Interactive Content and Data APIs, Data Feed Services, and Portfolio Management Systems. For financial reporting purposes, our product categories share similar economic characteristics and share costs; therefore, they are combined into one reporting segment.

Our Interactive Content and Data APIs consist of a suite of software applications that provide publicly traded company and market information to corporate clients via the Internet. Products include stock market quotes, fundamentals, historical and interactive charts, company news, filings, option chains, insider transactions, corporate financials, corporate profiles, screeners, market research information, investor relations provisions, level II, watch lists, and real-time quotes. All our content solutions are completely customizable and embedded directly into client Web pages for seamless integration with existing content. We are continuing to develop and launch new modules of QMod, our new proprietary Web delivery system. QMod was created for secure market data provisioning as well as ease of integration and unlimited customization. Additionally, QMod delivers search engine optimized (SEO) ready responsive content designed to adapt on the fly when rendered on mobile devices or standard Web pages - automatically resizing and reformatting to fit the device on which it is displayed.

Our Data Feed Services consist of raw streaming real-time market data delivered over the Internet or via dedicated telecommunication lines. We provide supplemental fundamental, historical, and analytical data, keyed to the same symbology, which provides a complete market data solution offered to our customers. Currently, QuoteMedia's Data Feed services include complete coverage of North American exchanges and over 70 exchanges worldwide. For financial reporting purposes, Data Feed Services revenue is included in the Interactive Content and Data APIs revenue totals.

Our Portfolio Management Systems consist of Quotestream, Quotestream Mobile, Quotestream Professional, and our Web Portfolio Management systems. Quotestream Desktop is an Internet-based streaming online portfolio management system that delivers real-time and delayed market data to both consumer and corporate markets. Quotestream has been designed for syndication and private branding by brokerage, banking, and Web portal companies. Quotestream's enhanced features and functionality - most notably tick-by-tick true streaming data, significantly enhanced charting features, and a broad range of additional research and analytical content and functionality - offer a professional-level experience to nonprofessional users.

Quotestream Professional is specifically designed for use by financial services professionals, offering exceptional coverage and functionality at extremely aggressive pricing. Quotestream Professional features broad market coverage, reliability, complete flexibility, ultra-low-latency tick-by-tick data, as well as completely customizable screens, advanced charting, comprehensive technical analysis, news, and research data.

Quotestream Mobile is a true companion product to the Quotestream desktop products (Quotestream and Quotestream Professional) - any changes made to portfolios in either the desktop or mobile application are automatically reflected in the other.

A key feature of QuoteMedia's business model is that all our product lines generate recurring monthly licensing revenue from each client. Contracts to license Quotestream to our corporate clients, for example, typically have a term of one to five years and are automatically renewed unless notice is given at least 90 days prior to the expiration of the current license term. We also generate Quotestream revenue through individual end-user licenses on a monthly or annual subscription fee basis. Interactive Content and Data APIs and Market Data Feeds are licensed for a monthly, quarterly, annual, or semi-annual subscription fee. Contracts to license our Financial Data Products and Data Feeds typically have a term of one to five years and are automatically renewed unless notice is given 90 days prior to the expiration of the contract term.

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Business Environment and Trends

While our licensed-based revenue is generally recurring in nature, the uncertainty caused by the recent market downturn and rising inflation may result in some clients delaying purchasing decisions, product and service implementations or cancel or reduce spending with us.

New tariffs proposed by the U.S. government could lead to a general slowdown in economic activity, which could negatively impact our business.

Events in the Middle East and Ukraine have continued to cause disruptions in the global financial markets. While we do not have any operations in the Middle East, Ukraine or Russia, we will continue to monitor the situation as a prolonged conflict could impact our business.

Approximately 36% of our revenue and 39% of our expenses are denominated in Canadian dollars. The Canadian dollar depreciated 2% against the U.S. dollar when comparing the average exchange rate for the year ended December 31, 2025 versus the comparative 2024 year. This decreased both Canadian dollar revenues and expenses once translated into U.S. dollars, but because our Canadian dollar revenue and expenses are evenly matched, the exchange rate fluctuation had minimal impact on our net income and cash flows.

Our revenue increased 8% in 2025 versus the comparative 2024 year. For fiscal 2026, based on revenue already under contract we expect an increase in revenue growth and a significant improvement to the net loss we incurred in 2025.

We reduced the number of development staff in late 2024 as some of our major development projects are near completion. However, our development cost expense significantly increased this year due to a higher percentage of development salaries being expensed rather than capitalized, as more development time was spent on system maintenance and other development activities that did not meet the criteria for capitalization. While this had no impact on our cash flow, it had a negative impact on our earnings as we are expensing development costs in the current period related to past capitalized development. We expect this trend to continue in 2026, although its impact will diminish over time.

Plan of Operation

For 2026 we plan to continue to expand our product lines and improve our infrastructure. We plan to continue to add more features and data to our existing products and release newer versions with improved performance and flexibility for client integration. We plan to continue to leverage artificial intelligence (AI) tools, where possible, to automate this process. This expansion is expected to result in both increased revenue and costs for the fiscal year 2026.

We will maintain our focus on marketing Quotestream for deployments by brokerage firms to their retail clients and continue our expansion into the investment professional market with Quotestream Professional. We also plan to continue the growth of our Data Feed Services client base, particularly through the addition of major new international data feed coverage, as well as new data delivery products.

QuoteMedia will continue to focus on increasing the sales of its Interactive Content and Data APIs, particularly in the context of large-scale enterprise deployments encompassing solutions ranging across several product lines. QMod is a major component of this strategy, given the broad demand for mobile-ready, SEO-friendly Web content.

Important development projects for 2026 include broad expansion of data and news coverage, including the addition of a wide array of international exchange data and news, video feeds, expansion of fixed-income coverage, and the introduction of several new and upgraded market information products.

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New deployments of our trade integration capabilities, which allow our Quotestream applications to interact with our brokerage clients' back-end trade execution and reporting platforms (enabling on-the-fly trade execution and tracking of holdings) are underway and will continue to be a priority in the coming year.

We are also creating new proprietary data sets, analytics, and scoring mechanisms. We are now aggregating data direct from the sources to produce data sets that are proprietary to QuoteMedia. This allows us to offer our clients new data products and lower our product cost structure as we replace some of our existing data providers with our own lower cost data.

Opportunistically, efforts will be made to evaluate and pursue the development of additional new products that may eventually be commercialized by our company. Although not currently anticipated, we may require additional capital to execute our proposed plan of operation. There can be no assurance that such additional capital will be available to our company on commercially reasonable terms or at all.

Our future performance will be subject to a number of business factors, including those beyond our control, such as a continuation of market uncertainty and evolving industry needs and preferences, as well as the level of competition and our ability to continue to successfully market our products and technology. There can be no assurance that we will be able to successfully implement our marketing strategy, continue our revenue growth, or maintain profitable operations.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis discusses our financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. On an ongoing basis we evaluate our estimates and judgments. We base our estimates and judgments on historical experience and on various other factors that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Revenue recognition

In accordance with Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), we recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services by applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

We exercise judgment in assessing the creditworthiness of our customers and therefore in our determination of whether collectability is reasonably assured. Should changes in conditions cause us to determine that these criteria are not met for future transactions, revenue recognized in future reporting periods could be adversely affected.

Capitalized Application Software

Capitalized software costs include costs incurred in connection with the internal development of software. These costs relate to software used by subscribers to access, manage and analyze information in the Company's databases. Capitalized costs associated with internally developed software are amortized over three years which is their estimated economic life. We exercise significant judgment in determining that capitalized application software costs meet the criteria established in Financial Accounting Standards Board ("FASB") ASC 350-40, Internal-Use Software. The most significant estimates are the allocation of our development personnel's time working on capitalized internally developed software.

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For the years ended December 31, 2025, and 2024, the Company capitalized $1,314,804 and $3,399,893 of costs, respectively, related to upgrades and enhancements made to existing software applications. Software applications are used by the Company's subscribers to access, manage and analyze information in the Company's databases. For the years ended December 31, 2025, and 2024, amortization expenses associated with the internally developed application software were $2,950,464 and $2,911,259, respectively. At December 31, 2025 and 2024, the remaining book value of the capitalized application software was $3,405,884 and $5,041,544.

Going Concern

These consolidated financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $23,505,303 and further losses are anticipated in the development of its business. The Company does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. In order to continue to meet its fiscal obligations in the current fiscal year and beyond, the Company may need to seek additional financing. This raises substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Recent Accounting Pronouncements

Not Yet Adopted

In September 2025, the FASB issued ASU No. 2025-06, "Intangibles--Goodwill and Other--Internal-Use Software" ("ASU No. 2025-06"), which removes all references to sequential software development project stages and establishes new capitalization criteria. In order for capitalization to begin under the new guidance, management must authorize and commit to funding a project and meet a probable-to-complete recognition threshold. In evaluating whether the probable-to-complete recognition threshold has been met, management is required to consider whether there is a significant development uncertainty associated with the software project. The amendments in this ASU may be applied using (1) a prospective transition approach applying the guidance to new software costs incurred as of the beginning of the period of adoption for all projects, including in-process projects, (2) a retrospective transition approach by recasting comparative periods and recognizing a cumulative-effect adjustment to the opening balance of retained earnings, or (3) a modified transition approach applying the amendments on a prospective basis to new software costs incurred except for in-process projects that, as of the date of adoption the entity determines do not meet the capitalization requirements under the new guidance. ASU No. 2025-06 is effective for the Company in the first quarter of fiscal year 2029. Early adoption is permitted. The Company is currently assessing the impact that the adoption of ASU 2025-06 will have on the Company's Consolidated Financial Statements.

In September 2025, the FASB issued ASU No. 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)", which refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. ASU No. 2025-07 is effective for the Company in the first quarter of fiscal year 2027. The amendments in this ASU must be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) modified retrospectively to any or all prior periods presented in the financial statements. Early adoption of the amendments is permitted. The Company is currently assessing the impact that the adoption of ASU No. 2025-07 will have on the Company's Consolidated Financial Statements.

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). This accounting standard provides a practical expedient allowing entities to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses. ASU 2025-05 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2025, with early adoption permitted and should be applied prospectively. The Company is evaluating the impact of ASU 2025-05 and expects the standard will not have a material impact on the consolidated financial statements and related disclosures

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In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. Additionally, the amendment requires a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. For public business entities, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure ("ASU 2023-09"). This standard provides transparency to income tax disclosures related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 for public entities with early adoption permitted. The amendments in ASU 2023-09 will be applied prospectively in the consolidated financial statements. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company's consolidated financial statements other than the additional disclosures.

Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company's consolidated financial statements upon adoption.

Results of Operations

Revenue

		Years ended December 31
		2025				2024				Change ($)				Change (%)
Corporate Quotestream		$	8,242,495			$	7,219,382			$	1,023,113				14	%
Individual Quotestream			1,834,064				1,833,633				431				0	%
Total Portfolio Management Systems			10,076,559				9,053,015				1,023,544				11	%
Interactive Content and Data APIs			10,177,358				9,689,237				488,121				5	%
Total Licensing Revenue		$	20,253,917			$	18,742,252			$	1,511,665				8	%

Total licensing revenue increased by 8% when comparing the years ended December 31, 2025, and 2024.

Total Portfolio Management System revenue increased by 11% when comparing the years ended December 31, 2025, and 2024. Corporate Quotestream increased by 14% due to increases in the number of customers and average revenue per customer. Individual Quotestream revenue was flat for the year ended December 31, 2025, from the comparative period in 2024.

Interactive Content and Data APIs revenue increased by 5% for the year ended December 31, 2025, from the comparative period in 2024 due mainly to an increase in the average revenue per client.

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Cost of Revenue and Gross Profit Summary

		Years ended December 31
		2025				2024				Change ($)				Change (%)
Cost of revenue		$	10,773,983			$	9,868,830			$	905,153				9	%
Gross profit		$	9,479,934			$	8,873,422			$	606,512				7	%
Gross margin %			47	%			47	%

Our cost of revenue consists of fixed and variable stock exchange fees and data feed provisioning costs. The cost of revenue also includes amortization of capitalized internal-use software costs. We capitalize the costs associated with developing new products during the application development stage.

Our cost of revenue increased 9% for the year ended December 31, 2025, from the comparative period in 2024. The increase was mainly due to increased variable stock exchange fees related to our increase in revenue, as well as price increases for fixed stock exchange fees from the comparative period.

Overall, the cost of revenue remained unchanged as a percentage of sales, as our gross margin percentage remained was 47% for the years ended December 31, 2025 and 2024.

Operating Expenses Summary

		Years ended December 31
		2025				2024				Change ($)				Change (%)
Sales and marketing		$	3,362,530			$	3,341,673			$	20,857				1	%
General and administrative			3,202,271				3,645,321				(443,050	)			(12	)%
Software development			5,014,341				3,167,712				1,846,629				58	%
Total operating expenses		$	11,579,142			$	10,154,706			$	1,424,436				14	%

Sales and Marketing

Sales and marketing expenses consist primarily of sales and customer service salaries, investor relations, travel, and advertising expenses. Sales and marketing expenses were relatively flat when comparing the years ended December 31, 2025, and 2024, increasing 1%. An increase in stock-based compensation expense related to extension of options and warrants in 2025 was offset by a decrease in sales and marketing salary expenses.

General and Administrative

General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative decreased 12% when comparing the years ended December 31, 2025, and 2024. The decrease was mainly due to decreases in bad debt and office rent expenses. We downsized our office space in Vancouver, Canada effective September 1, 2025 when our existing lease terminated, as our development staff now primarily work remotely.

Software Development

Software development expenses consist primarily of costs associated with the design, programming, and testing of our software applications during the preliminary project stage. Software development expenses also include costs incurred to maintain our software applications.

Software development expenses increased 58% for the year ended December 31, 2025, when compared to fiscal 2024. The increase was due to a decrease in the percentage of development salaries capitalized versus the comparative periods as we capitalized 4% of development salaries in 2025 versus 26% the comparative period. This increase was offset by the reduction in the number of development personnel as discussed in the Business Environment and Trends section above.

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We capitalized $1,314,804 of development costs for the year ended December 31, 2025, compared to $3,399,893 in 2024. These costs relate to the development of application software used by subscribers to access, manage, and analyze information in our databases. Capitalized costs associated with application software are amortized over their estimated economic life of three years.

Other Income (Expenses) Summary

		Years ended December 31,
		2025				2024
Foreign exchange gain (loss)		$	(116,737	)		$	103,736
Interest expense			(53,955	)			(2,508	)
Total other income (expenses)		$	(170,692	)		$	101,228

Foreign Exchange Gain (Loss)

We incurred a foreign exchange loss of $116,737 for the year ended December 31, 2025, compared to a foreign exchange gain of $103,736 for the year ended December 31, 2024.

Foreign exchange gains and losses arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars. We have a net Canadian dollar liability; therefore, we incur a foreign exchange gain when the Canadian dollar depreciates from the period beginning date, and a loss when the Canadian dollar appreciates. Gains and losses arising from exchange rate fluctuations between transaction and settlement dates for foreign currency denominated transactions are also included in foreign exchange gains and losses.

Interest Expense

Interest expense relates primarily to the interest expense associated with our operating leases and vendor finance charges. Interest expense of $53,955 was incurred for the year ended December 31, 2025, compared to $2,508 incurred for the year ended December 31, 2024. The increase was due to increased vendor finance charges.

Provision for Income Taxes

In 2025, the Company recorded income tax expense of $47,524 compared to income tax expense of $146,981 in 2024.

Net Income for the Period

As a result of the foregoing, our net loss for the year ended December 31, 2025, was $2,317,424 compared to a net loss of $1,327,037 for the year ended December 31, 2024. Basic and diluted loss per share were ($0.03) and ($0.01) for the years ended December 31, 2025, and 2024, respectively.

Liquidity and Capital Resources

Our cash totaled $319,889 at December 31, 2025, as compared with $585,319 at December 31, 2024, a decrease of $265,430. Net cash of $1,105,936 was provided by operations for the year ended December 31, 2025, primarily due to adjustments for non-cash charges and the increase in accounts payable and accrued liabilities and deferred revenue, offset by our net loss and an increase in accounts receivable. Net cash used in investing activities for the year ended December 31, 2025, was $1,371,366 resulting primarily from capitalized application software costs. If circumstances dictate, however, we have the flexibility to reduce development spending to maintain a strong liquidity position.

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We typically operate with a working capital deficit. As of December 31, 2025, our working capital deficit is $4,369,484, however current liabilities include $1,589,900 in deferred revenue and the expected costs necessary to realize the deferred revenue are minimal.

The Company has incurred losses since inception resulting in an accumulated deficit of $23,505,303 and further losses are anticipated in the development of its business. The Company does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. In order to continue to meet its fiscal obligations in the current fiscal year and beyond, the Company may need to seek additional financing. Additional financing may come from future equity or debt offerings that could result in dilution to our stockholders. Further, current adverse capital and credit market conditions could limit our access to capital. We may be unable to raise capital or bear an unattractive cost of capital that could reduce our financial flexibility.

Our long-term liquidity requirements will depend on many factors, including the rate at which we expand our business and whether we do so internally or through acquisitions. To the extent that the funds generated from operations are insufficient to fund our activities in the long term, we may be required to raise additional funds through public or private financing. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.

Foreign Exchange Risk

Currently, approximately 36% of our consolidated revenue and 39% of our expenses are denominated in Canadian dollars. Since currently our Canadian dollar revenue and expenses are closely matched, our consolidated cashflows are not significantly impacted by foreign exchange fluctuations.

Off-Balance Sheet Arrangements

At December 31, 2025 and 2024, we did not have any unconsolidated entities or financial partnerships, or other off-balance sheet arrangements.