0001072613-20-000110.txt : 20200220 0001072613-20-000110.hdr.sgml : 20200220 20200220162248 ACCESSION NUMBER: 0001072613-20-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200219 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200220 DATE AS OF CHANGE: 20200220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK 1 TECHNOLOGIES INC CENTRAL INDEX KEY: 0001065078 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 113027591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15288 FILM NUMBER: 20635440 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: SUITE 912 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128295770 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: SUITE 912 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK 1 SECURITY SOLUTIONS INC DATE OF NAME CHANGE: 19980629 8-K 1 8k_18369.htm FORM 8-K DATED FEBRUARY 19, 2020

 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
_______________________
 
Form 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):      February 19, 2020   
 
 

Network-1 Technologies, Inc.

(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-15288
11-3027591

(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)


445 Park Avenue, Suite 912, New York, New York 10022

(Address of principal executive offices)
 


Registrant's telephone number, including area code:  (212) 829-5770


 
N/A

(Former name or former address, if changed since last report.)
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Common Stock, par value $0.01 per share
Trading symbol
NTIP
Name of each exchange on which registered
NYSE American

 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company           

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 
 
 
Item 8.01
Other Events.
 
On February 19, 2020, the Board of Directors of Network 1 Technologies, Inc. declared a semi-annual cash dividend of $0.05 per common share.  The semi-annual cash dividend of $0.05 per share is payable on March 31, 2020 to all common stockholders of record as of March 16, 2020.  A copy of the press release is attached hereto as Exhibit 99.1.
 
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
 
Exhibit No.
Description

 
 
 
 
 
 
 
 
 
 
2

 
SIGNATURE
 


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 hereunto duly authorized.
 
 
 
NETWORK-1 TECHNOLOGIES, INC.
 
   
 
 
 
 
Dated February 20, 2020
By:
/s/ Corey M. Horowitz  
  Name:    Corey M. Horowitz  
  Title:  Chairman & Chief Executive Officer  
       
 
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

3
EX-99.1 2 exh99-1_18369.htm PRESS RELEASE DATED FEBRUARY 20, 2020
Exhibit 99.1
 

FOR IMMEDIATE RELEASE
 


 
NETWORK-1 DECLARES SEMI-ANNUAL DIVIDEND
 
New York, New York February 20, 2020– Network-1 Technologies, Inc. (NYSE American: NTIP) today announced that its Board of Directors has declared a semi-annual cash dividend of $0.05 per common share pursuant to its dividend policy.  The semi-annual cash dividend of $0.05 per share is payable on March 31, 2020 to all common stockholders of record as of March 16, 2020.

The dividend policy of Network-1 will undergo a periodic review by the Board of Directors and is subject to change at any time depending on the earnings of Network-1, its financial requirements and other factors existing at the time.  Future declarations of semi-annual dividends and the establishment of future record and payment dates are subject to the final determination and discretion of the Board of Directors.

 

ABOUT NETWORK-1 TECHNOLOGIES, INC.
 
Network-1 Technologies, Inc. is engaged in the development, licensing and protection of its intellectual property and proprietary technologies. Network-1 works with inventors and patent owners to assist in the development and monetization of their patented technologies. Network-1 currently owns seventy-nine (79) patents covering various telecommunications and data networking technologies as well as technologies relating to document stream operating systems and the identification of media content. Network-1’s current strategy includes continuing to pursue licensing opportunities for its Remote Power Patent and its efforts to monetize three patent portfolios (the Cox, Mirror Worlds and M2M/IoT Patent Portfolios). Network-1’s strategy is to focus on acquiring and investing in high quality patents which management believes have the potential to generate significant licensing opportunities as Network-1 has achieved with respect to its Remote Power Patent and Mirror Worlds Patent Portfolio. Network-1’s Remote Power Patent has generated licensing revenue in excess of $145,000,000 from May 2007 through September 30, 2019. Network-1 has achieved licensing and other revenue of $47,150,000 through September 30, 2019 with respect to its Mirror Worlds Patent Portfolio.

This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements address future events and conditions concerning Network-1's business plans. Such statements are subject to a number of risk factors and uncertainties as disclosed in the Network-1's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission, including, among others, the continued material adverse effect on Network-1's business, results of operation and cash-flow if the District Court order confirming the HP jury verdict finding of non-infringement is not reversed by the Federal Circuit Court of Appeals, the risk that Network-1 will not continue to receive material royalty revenue from licensees of its Remote Power Patent, the uncertainty of Network-1's revenue stream, the ability of Network-1 to successfully execute its strategy to acquire or make investments in high quality patents with significant licensing opportunities, Network-1's ability to achieve revenue and profits from its Cox Patent Portfolio, its M2M/IoT Patent Portfolio and additional revenue and profit from its Mirror Worlds Patent Portfolio as well as a return on its investment in IliAD Biotechnologies, LLC or other intellectual property it may acquire or finance in the future, the ability of Network-1 to enter into additional license agreements, uncertainty as to whether cash dividends will continue be paid, the uncertainty of patent litigation and proceedings at the United States Patent and Trademark Office, the difficulty in Network-1 verifying royalty amounts owed to it by its licensees, Network-1's ability to enter into strategic relationships with third parties to license or otherwise monetize their intellectual property, the risk in the future of Network-1 being classified as a Personal Holding Company, future economic conditions and technology changes and legislative, regulatory and competitive developments. Except as otherwise required to be disclosed in periodic reports, Network-1 expressly disclaims any future obligation or undertaking to update or revise any forward-looking statement contained herein.

 

 

 

Corey M. Horowitz, Chairman and CEO
Network-1 Technologies, Inc.
(212) 829-5770