MITK 10-Q Quarterly Report March 31, 2025

MITEK SYSTEMS INC

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mitk-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

For the quarterly period ended March 31, 2025


☐			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 001-35231

MITEK SYSTEMS, INC.

(Exact name of registrant as specified in its charter)


Delaware						87-0418827
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

770 First Avenue, Suite 425
San Diego, California						92101
(Address of principal executive offices)						(Zip Code)

( 619 ) 269-6800

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MITK	The NASDAQ Capital Market

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.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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 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 in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 45,564,205 shares of the registrant’s common stock outstanding as of April 30, 2025.

MITEK SYSTEMS, INC.

FORM 10-Q

For The Quarterly Period Ended March 31, 2025

INDEX


	PART I. FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets at March 31, 202 5 (Unaudited) and September 30, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the Three and Six Months Ended March 31, 2025 and 2024	2
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the Three and Six Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended March 31, 2025 and 2024	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	35
Item 6.	Exhibits	36
	Signatures	38

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MITEK SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands except share data)


	March 31, 2025 (Unaudited)		September 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	104,699	$	93,456
Short-term investments	31,472		36,884
Accounts receivable, net	49,850		31,682
Contract assets, current portion	11,855		15,818
Prepaid expenses	3,485		4,514
Other current assets	2,548		2,697
Total current assets	203,909		185,051
Long-term investments	16,211		11,410
Property and equipment, net	2,325		2,564
Right-of-use assets	2,469		4,662
Intangible assets, net	45,144		54,137
Goodwill	128,051		131,574
Deferred income tax assets	23,469		19,145

Contract assets, non-current portion	1,907		3,620
Other non-current assets	1,855		1,590
Total assets	$	425,340	$	413,753
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,488	$	7,236
Accrued payroll and related taxes	10,607		10,324
Accrued liabilities	371		424


Deferred revenue, current portion	29,318		21,231
Lease liabilities, current portion	699		805


Convertible senior notes	147,825		—
Other current liabilities (1)	3,247		2,127
Total current liabilities	195,555		42,147
Convertible senior notes	—		143,601

Deferred revenue, non-current portion	372		753
Lease liabilities, non-current portion	2,173		4,230
Deferred income tax liabilities	2,723		3,889
Other non-current liabilities	4,303		4,332
Total liabilities	205,126		198,952

Stockholders’ equity:
Preferred stock, $ 0.001 par value, 1,000,000 shares authorized, none issued and outstanding	—		—
Common stock, $ 0.001 par value, 120,000,000 shares authorized, 45,530,911 and 44,998,939 issued and outstanding, as of March 31, 2025 and September 30, 2024, respectively	46		45
Additional paid-in capital	257,106		247,326
Accumulated other comprehensive loss	( 7,952 )		( 2,302 )
Accumulated deficit	( 28,986 )		( 30,268 )

Total stockholders’ equity	220,214		214,801
Total liabilities and stockholders’ equity	$	425,340	$	413,753

(1) September 30, 2024 condensed consolidated balance sheet reflects reclassifications to conform to the current year presentation.

See accompanying notes to condensed consolidated financial statements.

MITEK SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(amounts in thousands except per share data)


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Revenue
Software and hardware	$	26,700	$	24,889	$	38,685	$	40,869
Services and other	25,229		22,079		50,498		43,016
Total revenue	51,929		46,968		89,183		83,885
Operating costs and expenses
Cost of revenue—software and hardware (exclusive of depreciation & amortization)	16		29		83		69
Cost of revenue—services and other (exclusive of depreciation & amortization)	6,515		6,186		12,392		11,680
Selling and marketing	10,540		11,021		20,235		20,877
Research and development	9,766		9,713		18,089		18,587
General and administrative	10,098		14,943		21,999		30,481
Amortization and acquisition-related costs	3,600		3,848		7,257		7,831
Restructuring costs	29		530		837		578
Total operating costs and expenses	40,564		46,270		80,892		90,103
Operating income (loss)	11,365		698		8,291		( 6,218 )
Interest expense	2,407		2,303		4,805		4,566
Other income (expense), net	1,110		1,190		1,673		2,832
Income (loss) before income taxes	10,068		( 415 )		5,159		( 7,952 )
Income tax benefit (provision)	( 916 )		697		( 619 )		2,441
Net income (loss)	$	9,152	$	282	$	4,540	$	( 5,511 )
Net income (loss) per share—basic	$	0.20	$	0.01	$	0.10	$	( 0.12 )
Net income (loss) per share—diluted	$	0.20	$	0.01	$	0.10	$	( 0.12 )
Shares used in calculating net income (loss) per share—basic	45,651		46,896		45,501		46,593
Shares used in calculating net income (loss) per share—diluted	46,610		48,041		46,599		46,593
Comprehensive income (loss)
Net income (loss)	$	9,152	$	282	$	4,540	$	( 5,511 )
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment	4,944		( 1,966 )		( 5,566 )		4,578
Unrealized gain (loss) on investments, net of tax of $ 8 , $( 4 ), $( 26 ) and $ 32	54		( 42 )		( 84 )		60
Other comprehensive income (loss), net of tax	4,998		( 2,008 )		( 5,650 )		4,638
Comprehensive income (loss)	$	14,150	$	( 1,726 )	$	( 1,110 )	$	( 873 )

See accompanying notes to condensed consolidated financial statements.

MITEK SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(amounts in thousands)


	Three Months Ended March 31, 2025
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2024	45,212	$	45	$	251,967		$	( 12,950 )	$	( 38,145 )	$	200,917
Exercise of stock options	50	—		84			—		—		84
Settlement of restricted stock units	174	1		( 1 )			—		—		—
Issuance of common stock under employee stock purchase plan	95	—		704			—		—		704

Stock-based compensation expense	—	—		4,352			—		—		4,352
Repurchases and retirement of common stock	—	—		—			—		7		7
Components of comprehensive income (loss), net of tax:
Net income (loss)	—	—		—			—		9,152		9,152
Currency translation adjustment	—	—		—			4,944		—		4,944
Change in unrealized gain (loss) on investments	—	—		—			54		—		54

Balance, March 31, 2025	45,531	$	46	$	257,106		$	( 7,952 )	$	( 28,986 )	$	220,214


	Three Months Ended March 31, 2024
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2023	46,632	$	47	$	236,447	$	( 7,591 )	$	( 15,105 )	$	213,798
Exercise of stock options	71	—		186		—		—		186
Settlement of restricted stock units	88	—		—		—		—		—


Stock-based compensation expense	—	—		3,888		—		—		3,888


Components of comprehensive income (loss), net of tax:
Net income (loss)	—	—		—		—		282		282
Currency translation adjustment	—	—		—		( 1,966 )		—		( 1,966 )
Change in unrealized gain (loss) on investments	—	—		—		( 42 )		—		( 42 )

Balance, March 31, 2024	46,791	$	47	$	240,521	$	( 9,599 )	$	( 14,823 )	$	216,146

See accompanying notes to condensed consolidated financial statements.

MITEK SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(amounts in thousands)


	Six Months Ended March 31, 2025
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance, September 30, 2024	44,999	$	45	$	247,326	$	( 2,302 )	$	( 30,268 )	$	214,801
Exercise of stock options	116	—		261		—		—		261
Settlement of restricted stock units	691	2		( 2 )		—		—		—
Issuance of common stock under employee stock purchase plan	95	—		704		—		—		704

Stock-based compensation expense	—	—		8,817		—		—		8,817


Repurchases and retirements of common stock	( 370 )	( 1 )		—		—		( 3,258 )		( 3,259 )
Components of comprehensive income (loss), net of tax:
Net income (loss)	—	—		—		—		4,540		4,540
Currency translation adjustment	—	—		—		( 5,566 )		—		( 5,566 )
Change in unrealized gain (loss) on investments	—	—		—		( 84 )		—		( 84 )

Balance, March 31, 2025	45,531	$	46	$	257,106	$	( 7,952 )	$	( 28,986 )	$	220,214


	Six Months Ended March 31, 2024
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance, September 30, 2023	45,591	$	46	$	228,691		$	( 14,237 )	$	( 9,312 )	$	205,188
Exercise of stock options	167	—		1,042			—		—		1,042
Settlement of restricted stock units	722	1		( 1 )			—		—		—

Acquisition-related shares issued	311	—		3,471			—		—		3,471
Stock-based compensation expense	—	—		7,318			—		—		7,318

Components of comprehensive income (loss), net of tax:
Net income (loss)	—	—		—			—		( 5,511 )		( 5,511 )
Currency translation adjustment	—	—		—			4,578		—		4,578
Change in unrealized gain (loss) on investments	—	—		—			60		—		60

Balance, March 31, 2024	46,791	$	47	$	240,521		$	( 9,599 )	$	( 14,823 )	$	216,146

See accompanying notes to condensed consolidated financial statements.

MITEK SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(amounts in thousands)


	Six Months Ended March 31,
	2025		2024
Operating activities:
Net income (loss)	$	4,540	$	( 5,511 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation expense	8,817		7,318

Amortization of intangible assets	7,257		7,694
Amortization of costs capitalized to obtain revenue contracts	878		847
Depreciation and amortization	739		842
Bad debt expense	411		927
Amortization of investment premiums & other	( 1,146 )		( 1,339 )
Accretion and amortization on debt securities	4,224		3,975
Net changes in estimated fair value of acquisition-related contingent consideration	—		136
Deferred taxes	( 5,423 )		( 1,859 )
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	( 18,898 )		( 20,608 )
Contract assets	5,649		6,147
Other assets	578		( 5,055 )
Accounts payable	( 3,674 )		1,424
Accrued payroll and related taxes	1,157		( 1,058 )
Income taxes payable	837		( 4,086 )
Deferred revenue	7,922		8,300

Other liabilities	440		( 493 )
Net cash provided by (used in) operating activities	14,308		( 2,399 )
Investing activities:
Purchases of investments	( 21,973 )		( 26,813 )
Maturities of investments	23,000		54,921


Purchases of property and equipment, net	( 567 )		( 724 )
Net cash provided by (used in) investing activities	460		27,384
Financing activities:




Payment of revolving credit line issuance costs	—		( 290 )
Proceeds from the issuance of equity plan common stock	261		1,042
Repurchases and retirements of common stock	( 3,258 )		—
Payment of acquisition-related contingent consideration	—		( 4,641 )
Proceeds from other borrowings	—		956
Principal payments on other borrowings	( 96 )		( 82 )
Net cash provided by (used in) financing activities	( 3,093 )		( 3,015 )
Foreign currency effect on cash and cash equivalents	( 432 )		56
Net increase in cash and cash equivalents	11,243		22,026
Cash and cash equivalents at beginning of period	93,456		58,913
Cash and cash equivalents at end of period	$	104,699	$	80,939
Supplemental disclosures of cash flow information:

Cash paid for interest	$	582	$	582
Cash paid for income taxes	$	4,952	$	8,509
Supplemental disclosures of non-cash investing and financing activities:

Acquisition-related shares issued	$	—	$	3,471
Unrealized holding gain (loss) on available for sale investments	$	( 84 )	$	60

See accompanying notes to condensed consolidated financial statements. .. ..

MITEK SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Mitek Systems, Inc. (“Mitek,” the “Company,” “we,” “us,” and “our”) is a pioneer in mobile image capture and a global provider of solutions in the fraud prevention, digital identity verification, and cybersecurity markets. Our products address the increasing sophistication of fraud in areas such as new account openings, digital account access, and payments. Utilizing artificial intelligence, computer vision, and proprietary biometrics, our enterprise-grade verification tools protect organizations from escalating check fraud, ongoing account opening fraud, and new cyber threats such as deepfakes and voice clones.

Mitek’s Mobile Check Deposit product is trusted by consumers for its convenience and accuracy verifying checks for deposit, facilitating approximately 1.2 billion transactions annually. This solution powers secure, fast, and convenient deposit services for many organizations, enhancing consumer experience.

We serve over 7,900 financial services organizations, financial technology (“fintech”) brands, telecommunications companies, and marketplace brands globally. Our verification and fraud detection technology is embedded directly within mobile and web applications, providing seamless verification at every touchpoint in the customer lifecycle. By equipping banks, marketplaces, and fintech platforms with these tools, we help reduce the costs associated with fraud, impersonation, Know Your Customer (“KYC”) and anti-money laundering (“AML”) compliance. Additionally, our solutions improve the customer experience, help to ensure regulatory compliance, and lower operational costs.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company as of and for the three and six months ended March 31, 2025 have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, they do not include all information and footnote disclosures required by accounting principles generally accepted in the U.S. (“GAAP”). The Company believes the footnotes and other disclosures made in the financial statements are adequate for a fair presentation of the results of the interim periods presented. The financial statements include all adjustments (solely of a normal recurring nature) which are, in the opinion of management, necessary to make the information presented not misleading. These financial statements and the accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 16, 2024 (the “2024 Annual Report”).

Certain amounts within the prior period’s condensed consolidated balance sheet have been reclassified to conform to the current period presentation. Income tax payables and accrued interest payable were presented separately on the condensed consolidated balance sheet as of September 30, 2024, however, they are included in the other current liabilities line in the consolidated balance sheet as of March 31, 2025. The reclassification, which is considered to be immaterial to the previously issued condensed consolidated financial statements for the corresponding prior period in fiscal 2024, did not change other amounts reported within the condensed consolidated balance sheet, statement of operations and comprehensive income (loss), or statement of stockholders’ equity.

Results for the three and six months ended March 31, 2025, are not necessarily indicative of results for any other interim period or for a full fiscal year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenue, expenses, deferred taxes, and related disclosure of contingent assets and liabilities. On an ongoing basis, management reviews its estimates based upon currently available information. Actual results could differ materially from those estimates. These estimates include, but are not limited to, assessing the collectability of accounts receivable, estimation of the value of stock-based compensation awards, fair value of assets and liabilities acquired, impairment of goodwill, useful lives of intangible assets, standalone selling price related to revenue recognition, estimated variable consideration in contracts, contingent consideration, and income taxes.

Net Income (Loss) Per Share

For the three and six months ended March 31, 2025 and 2024, the following potentially dilutive common shares were excluded from the calculation of net income (loss) per share, as they would have been antidilutive ( amounts in thousands ):


	Three Months Ended March 31,		Six Months Ended March 31,
	2025	2024	2025	2024
Stock options	366	310	384	542
RSUs	2,403	1,822	2,036	2,519
ESPP common stock equivalents	38	30	19	16
Performance options	705	665	716	800
Performance RSUs	1,333	994	1,093	706
Convertible senior notes	7,448	7,448	7,448	7,448
Warrants	7,448	7,448	7,448	7,448
Total potentially dilutive common shares outstanding	19,741	18,717	19,144	19,479

The calculation of basic and diluted net income (loss) per share is as follows ( amounts in thousands, except per share data) :


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Net income (loss)	$	9,152	$	282	$	4,540	$	( 5,511 )
Weighted-average shares outstanding—basic	45,651		46,896		45,501		46,593
Common stock equivalents	959		1,145		1,098		—
Weighted-average shares outstanding—diluted	46,610		48,041		46,599		46,593
Net income (loss) per share:
Basic	$	0.20	$	0.01	$	0.10	$	( 0.12 )
Diluted	$	0.20	$	0.01	$	0.10	$	( 0.12 )

Concentrations of Significant Customers and Assets

For the three months ended March 31, 2025, the Company derived revenue of $ 18.5 million from two customers, with such customers accounting for 21 % and 15 % of the Company’s total revenue, respectively. For the three months ended March 31, 2024, the Company derived revenue of $ 21.2 million from three customers, with such customers accounting for 21 %, 14 %, and 11 % of the Company’s total revenue, respectively. For the six months ended March 31, 2025, the Company derived revenue of $ 26.2 million from two customers, with such customers accounting for 19 % and 11 % of the Company’s total revenue, respectively. For the six months ended March 31, 2024 the Company derived revenue of $ 24.2 million from two customers, with such customers accounting for 19 % and 10 % of the Company’s total revenue, respectively. The corresponding accounts receivable balances of customers from which revenues were in excess of 10% of total revenue were $ 13.2 million and $ 17.0 million at March 31, 2025 and 2024, respectively.

From a geographic perspective, approximately 77 % and 78 % of the Company’s total long-term assets as of March 31, 2025 and September 30, 2024, respectively, are associated with the Company’s international subsidiaries. From a geographic perspective, approximately 13 % and 19 % of the Company’s total long-term assets excluding goodwill and other intangible assets as of March 31, 2025 and September 30, 2024, respectively, are associated with the Company’s international subsidiaries.

Recently Adopted Accounting Pronouncements

The Company did not adopt any new accounting pronouncements in the six months ended March 31, 2025.

Change in Significant Accounting Policy

The Company’s significant accounting policies are disclosed in the Company’s audited condensed consolidated financial statements and related notes thereto included in the Company’s 2024 Annual Report. There have been no changes to these accounting policies through March 31, 2025.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires disaggregation of certain costs in a separate note to

the financial statements, such as the amounts of employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption in annual and interim consolidated financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted. The Company is evaluating the effect that ASU 2024-03 will have on its financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently evaluating the ASU to determine its impact on its income tax disclosures.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires additional operating segment disclosures in annual and interim consolidated financial statements. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis, with early adoption permitted. The Company will adopt ASU 2023-07 in the fourth quarter of fiscal 2025 and does not expect the additional required disclosures to have a material impact on its financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and also issued subsequent amendments to the initial guidance (collectively, Topic 848). Topic 848 provides optional guidance for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. The Company will adopt Topic 848 when the relevant contracts are modified upon transition to alternative reference rates. The Company does not expect the adoption of Topic 848 will have a material impact on the condensed consolidated financial statements.

No other new accounting pronouncement issued or effective during the six months ended March 31, 2025 had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements.

2. REVENUE RECOGNITION

Nature of Goods and Services

The following is a description of principal activities from which the Company generates its revenue. Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of goods and services as described below.

Software and Hardware

Software and hardware revenue is generated from on premise software license sales, as well as sales of on premise appliance products. Software is typically sold as a time-based license with a term of one to three years . For software license agreements that are distinct, the Company recognizes software license revenue upon delivery and after evidence of a contract exists. Our standard payment terms are generally no more than 60 days. Invoices for software are typically issued when the license is made available for customer use.

Services and Other

Services and other revenue is generated from the sale of software as a service (“SaaS”) products and services, maintenance associated with the sale of on premise software licenses, and consulting and professional services. The Company’s SaaS offerings give customers the option to be charged upon their incurred usage in arrears (“Pay as You Go”), or commit to a minimum spend over their contracted period, with the ability to purchase additional transactions above the minimum during the contract term. Revenue related to Pay as You Go contracts are generally recognized based on the customer’s actual usage, in the period of usage. For contracts which include a minimum commitment, the Company is stand-ready to provide the services throughout the contract term, and revenue is primarily recognized on a ratable basis over the contract period including an estimate of usage above the minimum commitment. Usage above minimum commitment is estimated by looking at historical usage, expected volume, and other factors to project usage for the remainder of the contract term. The estimated usage-based revenues are constrained to the amount the Company expects to be entitled to receive in exchange for providing access to its platform. Maintenance and support services generally call for the Company to provide software updates and technical support to customers and is recognized ratably over the term of the contract as this is the period the services are delivered. If professional services are deemed to be distinct, revenue is recognized as services are performed. The Company does not view the signing of the contract or the provision of initial setup services as discrete earnings events that are distinct. Our standard payment terms are generally no more than 60 days. SaaS (other than Pay as You Go) and maintenance services are typically invoiced annually in advance, and consulting and professional services are typically invoiced at the time of sale.

Significant Judgments in Application of the Guidance

The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize:

Identification of Performance Obligations

For contracts that contain multiple performance obligations, which include combinations of software licenses, maintenance, and services, the Company accounts for individual goods or services as a separate performance obligation if they are distinct. The good or service is distinct if the good or service is separately identifiable from other items in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation.

Determination of Transaction Price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. To the extent that variable consideration is not constrained, the Company includes an estimate of the variable amount, as appropriate, within the total transaction price and updates its assumptions over the duration of the contract.

Assessment of Estimates of Variable Consideration

Certain of the Company’s contracts with customers contain some component of variable consideration; however, variable consideration will only be included in the transaction price to the extent it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed because of an extended length of time over which the fees may be adjusted or due to uncertainty surrounding collectability. The Company estimates variable consideration in its contracts primarily using the expected value method as the Company believes this method represents the most appropriate estimate for this consideration, based on historical usage trends, the individual contract considerations, and its best judgment at the time.

Allocation of Transaction Price

The transaction price, including any discounts, is allocated between separate goods and services in a contract that contains multiple performance obligations based on their relative standalone selling prices. The standalone selling prices are based on the prices at which the Company separately sells each good or service. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. In certain situations, primarily transactional SaaS revenue described above, the Company allocates variable consideration to a series of distinct goods or services within a contract. The Company allocates variable payments to one or more, but not all, of the distinct goods or services or to a series of distinct goods or services in a contract when (i) the variable payment relates specifically to the Company’s efforts to transfer the distinct good or service and (ii) the variable payment is for an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to its customer.

Disaggregation of Revenue

The following table presents the Company's revenue disaggregated by major product category ( amounts in thousands ):


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Major product category
Deposits software and hardware	$	24,700	$	22,494	$	35,797	$	36,542
Deposits services and other	8,989		7,010		17,177		14,038
Deposits revenue	33,689		29,504		52,974		50,580
Identity verification software and hardware	2,000		2,395		2,888		4,327
Identity verification services and other	16,240		15,069		33,321		28,978
Identity verification revenue	18,240		17,464		36,209		33,305
Total revenue	$	51,929	$	46,968	$	89,183	$	83,885

Total Revenue by Geographic Location

The United States was the only country that accounted for more than 10% of the Company’s revenue in each of the three months ended March 31, 2025 and 2024. The United States and the United Kingdom were the only countries that accounted for more than 10% of the Company’s revenue in the six months ended March 31, 2025 and 2024. Revenue for the three and six months ended March 31, 2025 and 2024 were as follows ( amounts in thousands ):


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
United States	$	42,459	$	37,861	$	68,077	$	66,291
United Kingdom	*		*		9,773		8,536
All other countries	9,470		9,107		11,333		9,058
Total revenue	$	51,929	$	46,968	$	89,183	$	83,885

*Revenues from the United Kingdom were not greater than 10% of the Company’s total revenue for this period.

Contract Balances

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers ( amounts in thousands ):


	March 31, 2025		September 30, 2024		March 31, 2024		September 30, 2023
Accounts receivable, net	$	49,850	$	31,682	$	52,061	$	32,132
Contract assets, current	11,855		15,818		15,140		18,355
Contract assets, non-current	1,907		3,620		2,692		5,579
Contract liabilities (deferred revenue), current	29,318		21,231		25,728		17,360
Contract liabilities (deferred revenue), non-current	372		753		1,020		957

Contract assets primarily result from when the right to consideration is conditional upon factors other than the passage of time. Contract liabilities primarily relate to advance consideration received from customers (deferred revenue), for which transfer of control occurs, and therefore revenue is recognized, as services are provided. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. The Company recognized $ 5.6 million and $ 4.6 million of revenue during the three months ended March 31, 2025, and 2024, respectively, and $ 16.2 million and $ 13.7 million of revenue during the six months ended March 31, 2025 and 2024, respectively, which was included in the contract liability balance at the beginning of each such period. Unbilled receivables are included within accounts receivable, net on the condensed consolidated balance sheets and were $ 1.4 million and $ 0.4 million as of March 31, 2025 and September 30, 2024, respectively. The Company maintained an allowance for credit losses of $ 2.4 million and $ 2.1 million as of March 31, 2025 and September 30, 2024, respectively.

Transaction Price Allocated to the Remaining Performance Obligation

Remaining performance obligation represents contracted revenue that has not yet been recognized and includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is based on stand-alone selling price. Remaining performance obligation is influenced by several factors, including seasonality, the timing of renewals, the timing of software license deliveries, average contract terms and foreign currency exchange rates. Remaining performance obligation is also impacted by acquisitions. Unbilled portions of the remaining performance obligation denominated in foreign currencies are revalued each period based on the period end exchange rates. Remaining performance obligation is subject to future economic risks, including bankruptcies, regulatory changes and other market factors. The majority of the non-current remaining performance obligation is expected to be recognized in the next 13 - 36 months.

Remaining performance obligation consisted of the following as of March 31, 2025 ( amounts in thousands ):


	March 31, 2025
Current	$	61,479
Non-current	19,482
Total	$	80,961

Contract Costs

Contract costs included in other current and non-current assets on the condensed consolidated balance sheets totaled $ 6.1 million and $ 2.7 million as of March 31, 2025 and September 30, 2024, respectively. Contract origination costs consist primarily of: (1) sales commissions and incentive payments made to the Company’s direct and indirect sales personnel, and (2) the associated payroll taxes and fringe benefit costs associated with the payments to the Company’s employees. Contract origination costs are amortized based on the transfer of goods or services to which the asset relates, including consideration of the expected customer benefit period. Contract fulfillment costs related to goods or services transferred under a specific anticipated contract have historically been immaterial. These costs are included in selling and marketing expenses in the condensed consolidated statement of operations and comprehensive income (loss) and totaled $ 0.4 million during each of the three months ended March 31, 2025 and 2024, and $ 0.9 million and $ 0.8 million during the six months ended March 31, 2025 and 2024, respectively. There were no impairment losses recognized during both the six months ended March 31, 2025 and 2024 related to capitalized contract costs.

3. INVESTMENTS

The following tables summarize investments by type of security as of March 31, 2025 and September 30, 2024 (amounts in thousands):


March 31, 2025:	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Available-for-sale securities:

U.S. Government and agency securities, short-term	$	978	$	1	$	—	$	979
Commercial paper, short-term	10,129		2		( 1 )		10,130
Corporate debt securities, short-term	20,339		29		( 5 )		20,363

U.S. Government and agency securities, long-term	1,500		—		( 1 )		1,499
Corporate debt securities, long-term	14,694		33		( 15 )		14,712
Total	$	47,640	$	65	$	( 22 )	$	47,683


September 30, 2024:	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Available-for-sale securities:
U.S. Treasury, short-term	$	3,841	$	1	$	( 6 )	$	3,836

Commercial paper, short-term	15,964		20		—		15,984
Corporate debt securities, short-term	17,008		56		—		17,064


Corporate debt securities, long-term	11,328		84		( 2 )		11,410
Total	$	48,141	$	161	$	( 8 )	$	48,294

All of the Company’s investments are designated as available-for-sale debt securities. As of March 31, 2025 and September 30, 2024, the Company’s short-term investments have maturity dates of less than one year from the balance sheet date and the Company’s long-term investments have maturity dates of greater than one year from the balance sheet date. The contractual maturities of the available-for-sale securities held at March 31, 2025 are as follows: $ 31.5 million within one year and $ 16.2 million beyond one year to five years. As of September 30, 2024, the contractual maturities of the available-for-sale securities were $ 36.9 million within one year and $ 11.4 million beyond one year to five years.

4. FAIR VALUE MEASUREMENT

The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

• Level 1: Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: Valuation is based on observable market-based inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3: Valuation is based on significant unobservable inputs which are supported by little or no market activity.

The following tables represent the fair value hierarchy of the Company’s investments as of March 31, 2025 and September 30, 2024, respectively (amounts in thousands) :


March 31, 2025:	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments:

Commercial paper	$	10,130	$	—	$	10,130	$	—
U.S. Government and agency securities, short-term	979		—		979		—
Corporate debt securities	20,363		—		20,363		—
Total short-term investments at fair value	31,472		—		31,472		—
Long-term investments:

U.S. Government and agency securities	1,499		—		1,499		—

Corporate debt securities	14,712		—		14,712		—
Total long-term investments at fair value	16,211		—		16,211		—



Total assets at fair value	$	47,683	$	—	$	47,683	$	—


September 30, 2024:	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments:
U.S. Treasury	$	3,836	$	—	$	3,836	$	—
Commercial paper	15,984		—		15,984		—

Corporate debt securities	17,064		—		17,064		—
Total short-term investments at fair value	36,884		—		36,884		—
Long-term investments:


Corporate debt securities	11,410		—		11,410		—
Total long-term investments at fair value	11,410		—		11,410		—



Total assets at fair value	$	48,294	$	—	$	48,294	$	—

5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company had a goodwill balance of $ 128.1 million at March 31, 2025, representing the excess of costs over fair value of assets of businesses acquired. The following table summarizes changes in the balance of goodwill during the six months ended March 31, 2025 (amounts shown in thousands) :


Balance at September 30, 2024	$	131,574
Foreign currency effect on goodwill	( 3,523 )
Balance at March 31, 2025	$	128,051

There was no impairment loss recognized related to goodwill in the six months ended March 31, 2025 or 2024.

Intangible Assets

Intangible assets include the value assigned to purchased completed technology, customer relationships, trade names and covenants not to compete. The estimated useful lives for all of these intangible assets range from three to seven years and they are amortized on a straight-line basis. Intangible assets as of March 31, 2025 and September 30, 2024, respectively, are summarized as follows (amounts in thousands, except for years):


March 31, 2025:	Weighted Average Amortization Period (in years)	Cost		Accumulated Amortization		Net
Completed technologies	7.0	$	86,129	$	45,375	$	40,754
Customer relationships	5.0	4,894		2,955		1,939
Trade names	5.0	6,341		3,890		2,451
Covenants not to compete	3.0	587		587		—
Total intangible assets		$	97,951	$	52,807	$	45,144


September 30, 2024:	Weighted Average Amortization Period (in years)	Cost		Accumulated Amortization		Net
Completed technologies	7.0	$	88,435	$	40,104	$	48,331
Customer relationships	5.0	5,000		2,483		2,517
Trade names	5.0	6,470		3,278		3,192
Covenants not to compete	3.0	600		503		97
Total intangible assets		$	100,505	$	46,368	$	54,137

Amortization expense related to acquired intangible assets was $ 3.6 million and $ 3.8 million during the three months ended March 31, 2025 and 2024, respectively, and $ 7.3 million and $ 7.7 million during the six months ended March 31, 2025 and 2024, respectively. Amortization expense related to acquired intangible assets is recorded within amortization and acquisition-related costs on the condensed consolidated statements of operations and comprehensive income (loss). There were no impairment losses recognized related to intangible assets in the three or six months ended March 31, 2025 or 2024.

The estimated future amortization expense related to intangible assets is expected to be as follows (amounts in thousands):


Fiscal Period:	Estimated Future Amortization Expense
Remainder of 2025	$	6,668
2026	12,811
2027	11,635
2028	9,900
2029	4,130
Thereafter	—
Total	$	45,144

6. STOCKHOLDERS’ EQUITY

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to restricted stock units (“RSUs”), stock options, and Employee Stock Purchase Plan (“ESPP”) shares, which was allocated as follows (amounts in thousands) :


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Cost of revenue	$	162	$	124	$	323	$	253
Selling and marketing	1,035		940		2,009		1,761
Research and development	1,338		1,366		2,462		2,407
General and administrative	1,817		1,458		4,023		2,897
Stock-based compensation expense	$	4,352	$	3,888	$	8,817	$	7,318

As of March 31, 2025, the Company had $ 36.2 million of unrecognized compensation expense expected to be recognized over a weighted-average period of approximately 2.6 years.

2020 Incentive Plan

In January 2020, the Company’s Board of Directors (the “Board”) adopted the Mitek Systems, Inc. 2020 Incentive Plan (the “2020 Plan”) upon the recommendation of the Compensation Committee of the Board. On March 4, 2020, the Company’s stockholders approved the 2020 Plan. The total number of shares of Common Stock reserved for issuance under the 2020 Plan is 9,608,000 shares plus such number of shares, not to exceed 107,903 , as remained available for issuance under the 2002 Stock Option Plan, 2006 Stock Option Plan, 2010 Stock Option Plan, and 2012 Incentive Plan (collectively, the “Prior Plans”) as of January 17, 2020, plus any shares underlying awards under the Prior Plans that are terminated, forfeited, cancelled, expire unexercised or are settled in cash after January 17, 2020. As of March 31, 2025, (i) 2,730,966 RSUs and 970,544 performance-based restricted stock unit awards (“Performance RSUs”) were outstanding under the A&R 2020 Plan (as defined below), (ii) 3,316,738 shares of Common Stock were reserved for future grants under the A&R 2020 Plan, and (iii) stock options to purchase an aggregate of 87,204 shares of Common Stock and no RSUs were outstanding under the Prior Plans.

On October 2, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the 2020 Plan to increase the number of shares authorized for issuance thereunder by 5,108,000 shares (the 2020 Plan as so amended and restated, the “A&R 2020 Plan”).

The A&R 2020 Plan had been previously approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”), upon recommendation of the Compensation Committee of the Board, on August 9, 2023. A summary of the A&R 2020 Plan was included in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on August 22, 2023, as supplemented and amended on September 19, 2023.

Employee Stock Purchase Plan

In January 2018, the Board adopted the ESPP. On March 7, 2018, the Company’s stockholders approved the ESPP. The total number of shares of Common Stock reserved for issuance thereunder is 1,000,000 shares. As of March 31, 2025, (i) 912,796 shares have been issued to participants pursuant to the ESPP and (ii) 87,204 shares of Common Stock were reserved for future purchases under the ESPP. The Company commenced the initial offering period on April 2, 2018.

The ESPP enables eligible employees to purchase shares of Common Stock at a discount from the market price through payroll deductions, subject to certain limitations. Eligible employees may elect to participate in the ESPP only during an open enrollment period. The offering period immediately follows the open enrollment window, at which time ESPP contributions are withheld from the participant's regular paycheck. The ESPP provides for a 15 % discount on the market value of the stock at the lower of the grant date price (first day of the offering period) and the purchase date price (last day of the offering period). Stock-based compensation expense related to the ESPP was immaterial in each of the three months ended March 31, 2025 and 2024. The Company recognized $ 0.3 million in stock-based compensation expense related to the ESPP in the six months ended March 31, 2025 and expense was immaterial in the six months ended March 31, 2024.

Director Restricted Stock Unit Plan

In January 2011, the Board adopted the Mitek Systems, Inc. Director Restricted Stock Unit Plan, as amended and restated (the “Director Plan”). On March 10, 2017, the Company’s stockholders approved an amendment to the Director Plan to increase the number of shares of Common Stock available for future grants. The total number of shares of Common Stock reserved for issuance thereunder is 1,500,000 shares. The Director Plan expired on December 31, 2022. As of March 31, 2025, (i) 84,527 RSUs were outstanding under the Director Plan and (ii) no shares of Common Stock were reserved for future grants under the Director Plan.

Inducement Grants

As of March 31, 2025, (i) 202,165 RSUs, (ii) 825,508 Performance RSUs, and (iii) stock options to purchase an aggregate of 217,179 shares of Common Stock were outstanding related to equity granted pursuant to inducement grants.

Stock Options

The following table summarizes stock option activity under the Company’s equity plans during the six months ended March 31, 2025:


	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term ( in years )	Aggregate Intrinsic Value ( in thousands )
Outstanding at September 30, 2024	461,710	$	8.00	2.7	$	1,183
Granted	—	—
Exercised	( 115,827 )	4.54			537
Canceled	—	—
Outstanding at March 31, 2025	345,883	9.16		2.7	485
Vested and Expected to Vest at March 31, 2025	345,883	9.16		2.7	485
Exercisable at March 31, 2025	345,883	9.16		2.7	485

Stock-based compensation expense related to outstanding stock options was immaterial during each of the three and six months ended March 31, 2025 and 2024. As of March 31, 2025, the Company had no unrecognized compensation expense related to outstanding stock options.

Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted-average exercise price, multiplied by the number of options outstanding and exercisable. There were no options granted during either of the six months ended March 31, 2025 or 2024.

Restricted Stock Units

The following table summarizes RSU activity under the Company’s equity plans during the six months ended March 31, 2025:


	Number of Shares	Weighted-Average Fair Market Value Per Share
Outstanding at September 30, 2024	2,453,630	$	11.25
Granted	1,354,743	9.01
Settled	( 703,540 )	11.44
Canceled	( 98,579 )	11.49
Outstanding at March 31, 2025	3,006,254	10.19

The cost of RSUs is determined using the fair value of Common Stock on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $ 2.8 million and $ 2.6 million in stock-based compensation expense related to outstanding RSUs during the three months ended March 31, 2025 and 2024, respectively. The Company recognized $ 5.6 million and $ 4.9 million in stock-based compensation expense related to outstanding RSUs during the six months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the Company had $ 23.2 million of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of approximately 2.8 years.

Performance Restricted Stock Units

The following table summarizes Performance RSU activity under the Company’s equity plans during the six months ended March 31, 2025:


	Number of Shares	Weighted-Average Fair Market Value Per Share
Outstanding at September 30, 2024	699,458	$	12.82
Granted	1,175,404	8.70
Settled	—	—
Canceled	( 78,810 )	16.95
Outstanding at March 31, 2025	1,796,052	9.75

The cost of Performance RSUs is determined using a Monte Carlo simulation to estimate the fair value on the grant date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $ 1.5 million and $ 1.3 million in stock-based compensation expense related to outstanding Performance RSUs during the three months ended March 31, 2025 and 2024, respectively. The Company recognized $ 2.9 million and $ 2.3 million in stock-based compensation expense related to outstanding Performance RSUs during the six months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the Company had $ 12.8 million of unrecognized compensation expense related to outstanding Performance RSUs expected to be recognized over a weighted-average period of approximately 2.2 years.

On October 1, 2024, the Company announced that Edward H. West was appointed as the Company’s Chief Executive Officer. As a material inducement to Mr. West’s employment, he was granted inducement awards consisting of $ 6.4 million of Performance RSUs and $ 1.6 million in RSUs. The awards consist of (i) 562,283 Performance-Based RSUs that vest, if at all, upon the achievement of target-level stock price performance goals of the Company compared to the Russell 2000 (with an additional 185,553 Performance-Based RSUs eligible to vest upon the achievement of above-target level performance), (ii) 173,010 Performance-Based RSUs that vest, if at all, upon the achievement of target-level stock price performance goals of the Company as set forth in the grant agreement (with an additional 57,093 Performance-Based RSUs eligible to vest upon the achievement of above-target level performance) and (iii) 187,427 RSUs that vest in four equal annual installments from the start date.

Performance Options

On November 6, 2018, as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4), the Company’s then-current Chief Executive Officer was granted performance options (the “Performance Options”) to purchase up to 800,000 shares of Common Stock at an exercise price of $ 9.50 per share, the closing market price for a share of Common Stock on the date of the grant. In November 2021, the time vesting condition was met and during the fiscal year ended September 30, 2023, the performance conditions were achieved and the performance options vested in full. The Company did not recognize any stock-based compensation expense related to outstanding Performance Options during each of the three and six months ended March 31, 2025 and 2024 as the Performance Options are vested in full. As of March 31, 2025, there were 717,363 Performance Options outstanding.

Share Repurchase Program

On May 13, 2024, the Board authorized and approved a share repurchase program for up to $ 50.0 million of the currently outstanding shares of our Common Stock. The share repurchase program was effective as of May 16, 2024 and will expire on May 16, 2026. The timing, price and actual number of shares of Common Stock repurchased will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may be made from time (i) through open market purchases, block trades, privately negotiated transactions, one or more trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any combination of the foregoing, in each case in accordance with applicable laws, rules and regulations or (ii) in such other manner as will comply with the provisions of the Exchange Act. The share repurchase program does not require the Company to repurchase shares of its Common Stock and it may be discontinued, suspended or amended at any time.

The Company made no purchases during the three months ended March 31, 2025. The change in accumulated deficit during the three months ended March 31, 2025 is due to a change in the estimate associated with excise tax accruals related to share repurchases made during fiscal 2025. The Company made purchases of $ 3.3 million, or 363,378 shares, during the six months ended March 31, 2025 at an average price of $ 8.99 per share and subsequently retired the shares.

7. INCOME TAXES

The Company’s tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, management updates the estimate of the annual effective tax rate, and any changes are recorded in a cumulative adjustment in that quarter. The quarterly tax provision and quarterly estimate of the annual effective tax rate are subject to significant volatility due to several factors, including management’s ability to accurately predict the portion of income (loss) before income taxes in multiple jurisdictions, the tax effects of our stock-based compensation awards, and the effects of acquisitions and the integration of those acquisitions.

For the three and six months ended March 31, 2025, the Company recorded an income tax provision of $ 0.9 million and $ 0.6 million, respectively, which yielded an effective tax rate of 9 % and 12 % respectively. For the three and six months ended March 31, 2024, the Company recorded an income tax benefit of $ 0.7 million and $ 2.4 million, respectively, which yielded an effective tax rate of 168 % and 31 %, respectively. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the three and six months ended March 31, 2025 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, release of valuation allowances relating to one of the Company's operations in a foreign jurisdiction, as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on the tax provision. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the three and six months ended March

31, 2024 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation as well as the impact of state taxes, and federal, state and foreign research and development credits on the tax provision.

8. DEBT

Convertible Senior Notes

The carrying values of the 0.75 % convertible notes due 2026 issued by the Company in an initial aggregate principal amount of $ 155.3 million (the “2026 Notes”) are as follows ( amounts in thousands ):


2026 Notes:	March 31, 2025		September 30, 2024
Principal amount	$	155,250	$	155,250
Less: unamortized discount and issuance costs, net of amortization	( 7,425 )		( 11,649 )
Carrying amount	$	147,825	$	143,601

In February 2021, the Company issued $ 155.3 million aggregate principal amount of the 2026 Notes (including the Additional Notes, as defined below). The 2026 Notes are senior unsecured obligations of the Company. The 2026 Notes were issued pursuant to an Indenture, dated February 5, 2021 (the “Indenture”), between the Company and UMB Bank, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the 2026 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2026 Notes become automatically due and payable. The Company granted the initial purchasers of the 2026 Notes (collectively, the “Initial Purchasers”) a 13 -day option to purchase up to an additional $ 20.3 million aggregate principal amount of the 2026 Notes (the “Additional Notes”), which was exercised in full. The 2026 Notes were purchased in a transaction that was completed on February 5, 2021. As of January 13, 2024 (“Date of Noncompliance”), the Company was not in compliance with certain of the covenants in the Indenture as a result of the Company not timely filing its Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (“2023 Annual Report”) with the SEC. As a result of not being in compliance, the 2026 Notes began to accrue additional special interest of 0.25 % of the outstanding principal of the 2026 Notes for the 90 days after the Date of Noncompliance and 0.50 % of the outstanding principal of the 2026 Notes for the 91st through 180 th day after the Date of Noncompliance. The Company subsequently did not timely file its Form 10-Q for the quarter ended December 31, 2023 (the “Q1 Form 10-Q”) with the SEC. The Company filed its 2023 Annual Report with the SEC on March 19, 2024 and its Q1 Form 10-Q with the SEC on April 15, 2024. As of March 31, 2025, the Company was in compliance with the covenants in the Indenture.

The 2026 Notes will mature on February 1, 2026, unless earlier redeemed, repurchased or converted. The 2026 Notes bear interest from February 5, 2021 at a rate of 0.75 % per year payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021. The 2026 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding August 1, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of Common Stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Common Stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Common Stock. On or after August 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash and, if applicable at the Company’s election, shares of the Common Stock, based on the applicable conversion rate(s); provided that the Company will be required to settle conversions solely in cash unless and until the Company (i) receives stockholder approval to increase the number of authorized shares of the Common Stock and (ii) reserves such amount of shares of the Common Stock for future issuance as required pursuant to the Indenture that governs the 2026 Notes. The conversion rate for the 2026 Notes will initially be 47.9731 shares of the Common Stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $ 20.85 per share of the Common Stock. The initial conversion price of the 2026 Notes represents a premium of approximately 37.5 % to the $ 15.16 per share last reported sale price of the Common Stock on February 2, 2021. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.

The net proceeds from this offering were approximately $ 149.7 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses related to the offering. The Company used approximately $ 9.3 million of the net proceeds from the offering to pay the cost of the Notes Hedge (as defined below), after such cost is partially offset by the proceeds from the Warrant Transactions described below. The Initial Purchasers exercised their option to purchase Additional Notes in full and the Company used a portion of the net proceeds from the sale of such Additional Notes to enter into additional Notes Hedges, after such cost is partially offset by the proceeds from the additional Warrant Transactions, with the Option Counterparties (as defined below).

As of March 31, 2025, the number of authorized and unissued shares of Common Stock that are not reserved for other purposes is sufficient to settle the 2026 Notes into equity. Accordingly, the Company has the option to settle conversions of notes through payment or delivery, as the case may be, of cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election.

In accounting for the issuance of the 2026 Notes, the conversion option of the 2026 Notes was deemed an embedded derivative requiring bifurcation from the 2026 Notes (“host contract”) and separate accounting as an embedded derivative liability, as a result of the Company not having the necessary number of authorized but unissued shares of its Common Stock available to settle the conversion option of the 2026 Notes in shares. The proceeds from the 2026 Notes were first allocated to the embedded derivative liability and the remaining proceeds were then allocated to the host contract. On February 5, 2021, the fair value of the embedded derivative liability representing the conversion option was $ 33.2 million and the remaining $ 116.5 million was allocated to the host contract. The difference between the principal amount of the 2026 Notes and the fair value of the host contract (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the 2026 Notes.

In the second quarter of fiscal 2022, the stockholders of the Company approved an increase to the number of authorized shares of Common Stock, to an amount sufficient to settle the conversion of the 2026 Notes. As a result of the increase to the number of authorized shares of Common Stock, the Company reclassified the embedded conversion derivative to additional paid-in capital.

As of March 31, 2025, the embedded conversion derivative is included in additional paid-in capital in the condensed consolidated balance sheets and will not be remeasured provided the requirements to qualify for the scope exception in Accounting Standards Codification (“ASC”) 815-10-15-74(a) continue to be met.

Debt issuance costs for the issuance of the 2026 Notes were approximately $ 5.5 million, consisting of initial purchasers' discount and other issuance costs. In accounting for the transaction costs, the Company allocated the total amount incurred to the 2026 Notes. Transaction costs were recorded as debt issuance cost (presented as contra debt in the condensed consolidated balance sheet) and are being amortized using the effective interest method to interest expense over the term of the 2026 Notes.

The following table presents the total amount of interest cost recognized relating to the 2026 Notes ( amounts in thousands ):


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Contractual interest expense	$	288	$	298	$	581	$	591
Amortization of debt discount and issuance costs	2,119		2,005		4,224		3,975
Total interest expense recognized	$	2,407	$	2,303	$	4,805	$	4,566

The derived effective interest rate on the 2026 Notes host contract was determined to be 6.71 %, which remains unchanged from the date of issuance. The remaining unamortized debt discount was $ 7.4 million as of March 31, 2025, and will be amortized over approximately 0.8 years. The fair value, based on a quoted market price (Level 2), of the 2026 Notes at March 31, 2025 was approximately $ 150.2 million.

Convertible Senior Notes Hedge and Warrants

In connection with the pricing of the 2026 Notes, the Company entered into transactions for convertible notes hedge (the “Notes Hedge” with Bank of America, N.A., Jefferies International Limited and Goldman Sachs & Co. LLC (the “Option Counterparties”). The Notes Hedge provided the Company with the option to acquire, on a net settlement basis, approximately 7.4 million shares of Common Stock at a strike price of $ 20.85 , which is equal to the number of shares of Common Stock that notionally underlie and correspond to the conversion price of the 2026 Notes. The Company also entered into Warrant Transactions with the Option Counterparties relating to the same number of shares of the Common Stock, subject to customary anti-dilution adjustments. The strike price of the Warrant Transactions is $ 26.53 per share, which represents a 75.0 % premium to the last reported sale price of the Common Stock on the Nasdaq Capital Market on February 2, 2021, and is subject to certain adjustments under the terms of the Warrant Transactions.

The Company was initially required to settle the Notes Hedge in cash, as they did not qualify for the scope exception for contracts involving an issuer’s own equity in ASC 815 and were accounted for as a derivative asset. Upon initial purchase, the Notes

Hedge was recorded in convertible senior notes hedge at $ 33.2 million in our condensed consolidated balance sheets. In the second quarter of fiscal 2022, the stockholders of the Company approved an increase to the number of authorized shares of Common Stock, to an amount sufficient to settle the conversion of the 2026 Notes. As a result of the increase to the number of authorized shares of Common Stock, the Company reclassified the Notes Hedge to additional paid-in capital.

As of March 31, 2025, the Notes Hedge is included in additional paid-in capital in the condensed consolidated balance sheet and will not be remeasured provided the requirements to qualify for the scope exception in ASC 815-10-15-74(a) continue to be met and the Company had no t purchased any shares under the Notes Hedge.

As a result of the Warrant Transactions, the Company is required to recognize incremental dilution of earnings per share to the extent the average share price is over $ 26.53 for any fiscal quarter. During the three months ended March 31, 2025, there was no dilution of earnings per share. The Warrant Transactions expire over a period of 80 trading days commencing on May 1, 2026 and may be settled in net shares of Common Stock or net cash at the Company’s election. Upon initial sale, the Warrant Transactions were recorded as an increase in additional paid-in capital within stockholders’ equity of $ 23.9 million. As of March 31, 2025, the Warrant Transactions had no t been exercised and remained outstanding.

Revolving Credit Line

On February 13, 2024, the Company, together with its subsidiaries A2iA Corp. and ID R&D, Inc., entered into a Loan and Security Agreement (the “Credit Agreement”) with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Bank”) that provides for a revolving line of credit whereby the Company may borrow up to $ 35.0 million (the “Revolving Line”) with an additional $ 15.0 million to be advanced under the Revolving Line at the sole discretion of the Bank. The Revolving Line is secured on a first priority basis by the Company’s assets. In connection with the Credit Agreement, the Company incurred issuance costs of $ 0.3 million which will be amortized to interest expense using the straight-line method over the term of the Credit Agreement.

The Revolving Line terminates, and any outstanding principal amount of all advances made thereunder, and any accrued and unpaid interest thereon, become immediately due and payable on the earlier of (a) the three year anniversary of the Closing Date and (b) the date that is within 90 days of the maturity date of the 2026 Notes if such notes are outstanding as of such date.

Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (a) term SOFR plus a specified margin or (b) WSJ prime plus a specified margin, in each case which will be adjusted based on the Company’s net leverage ratio at the time of borrowing. The Company must also pay the Bank (i) a commitment fee of $ 87,500 and (ii) an “Unused Revolving Line Facility Fee” of 0.25 % per annum of the average unused portion of the Revolving Line.

The Credit Agreement contains representations, warranties, and negative and affirmative covenants customary for transactions of this type. These include covenants limiting the ability of the Company, and any of their subsidiaries, subject to certain exceptions and baskets, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any merger or consolidation with, or acquire all or substantially all of the equity or property of, another person, (iv) dispose of any of their business or property, (v) make or permit any payment on subordinated debt, or (vi) pay any dividend, make any other distribution, or redeem any equity.

The Credit Agreement contains customary events of default and also provides that an event of default includes any default resulting in a right by third parties to accelerate maturity of indebtedness in excess of $ 500,000 . If any event of default occurs and is not cured within applicable grace periods set forth in the Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. In addition, the Company may be required to deposit cash with the Bank in an amount equal to 115 % of any undrawn letters of credit denominated in a foreign currency.

The Credit Agreement requires the Company to maintain a net leverage ratio of no more than 2.25 to 1.00 and if the Company engages in a share repurchase program, the net leverage ratio may not exceed 2.00 to 1.00. As disclosed in Note 6, on May 13, 2024, the Board authorized and approved a share repurchase program for up to $ 50.0 million of the currently outstanding shares of Common Stock. As of March 31, 2025, the Company’s net leverage ratio was 1.42 to 1.00 and as such the Company was in compliance with the net leverage ratio covenant of the Credit Agreement. There are no outstanding borrowings under the Credit Agreement as of March 31, 2025.

Other Borrowings

The Company has certain loan agreements with Spanish government agencies. These agreements have repayment periods of five to twelve years and bear no interest. As of March 31, 2025, $ 2.5 million was outstanding under these agreements and $ 0.3 million and $ 2.2 million is recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets. As of September 30, 2024, $ 2.7 million was outstanding under these agreements and approximately $ 0.3 million and $ 2.4 million is recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets.

9. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Third Party Claims Against the Company’s Customers

The Company receives indemnification demands from end-user customers who received third party patentee offers to license patents and allegations of patent infringement. Some of the offers and allegations have resulted in ongoing litigation. The Company is not a party to any such litigation. From time to time, license offers to and infringement allegations against the Company’s end-customers are made by non-practicing entities (“NPEs”)—often called “patent trolls”—and not the Company’s competitors. These NPEs may seek to extract settlements from our end-customers, resulting in new or renewed indemnification demands to the Company. At this time, the Company does not believe it is obligated to indemnify any customers or end-customers resulting from license offers or patent infringement allegations by any such NPEs. However, the Company could incur substantial costs if it is determined that it is required to indemnify any customers or end-customers in connection with these offers or allegations. Given the potential for impact to other customers and the industry, the Company is actively monitoring the offers, allegations and any resulting litigation.

Since 2018, United Services Automobile Association (“USAA”) has filed suit against various parties alleging patent infringement concerning USAA-owned patents related to mobile check deposits. While these lawsuits do not name the Company as a defendant, given (among other factors) the Company’s prior history of litigation with USAA and the continued use of the Company’s products by its customers, on November 1, 2019, the Company filed a complaint in the U.S. District Court for the Northern District of California seeking declaratory judgment that its products do not infringe certain patents held by USAA (collectively, the “Subject Patents”), which USAA sought to dismiss. Following various appeals and transfers, the Company timely filed a notice of appeal to the U.S. Court of Appeals for the Federal Circuit. The appeal is fully briefed, and oral argument was held on February 3, 2025. The Company continues to believe that its products do not infringe the Subject Patents and will vigorously defend the right of its end-users to use its technology.

On January 28, 2025, USAA filed a patent infringement lawsuit against Regions Financial Corporation and Regions Bank (“Regions”) in the U.S. District Court for the Eastern District of Texas. The Company was not named as a defendant or mentioned in connection with any alleged infringement in the complaint. On March 13, 2025, Digital First Holdings d/b/a Candescent, the successor-in-interest of NCR’s digital banking business, sent the Company an indemnification demand relating to the lawsuit. The Company does not believe at this time that it is required to indemnify Candescent or Regions and has notified them of its position.

Claim Against UrbanFT, Inc.

On July 31, 2019, the Company filed a lawsuit against one of its customers, UrbanFT, Inc. (“UrbanFT”) in the United States District Court for the Southern District of California (case No. 19-CV-1432-CAB-DEB). UrbanFT is delinquent in payment and attempted to justify its non-payment by asserting that the Company is or may be infringing on purported UrbanFT patents. The Company filed such lawsuit to collect the delinquent payments and to obtain a declaratory judgment of non-infringement of five purported UrbanFT patents. UrbanFT filed an answer and later asserted infringement of two of the five patents-at-issue in the Company’s lawsuit against UrbanFT. The Company thereafter filed counterclaims seeking a declaration that the two patents now asserted by UrbanFT are invalid in addition to being not infringed. During the course of the litigation, the Company learned that a judgment had been entered against UrbanFT’s affiliates and its predecessor owner in which an Oregon court ordered that the patents in issue revert to a prior owner, Mr. Stevens, because UrbanFT’s affiliates did not pay the purchase price owed to the prior owner. On September 8, 2020, the Company filed a motion for summary judgment on its breach of contract claim. On September 15, 2020, the district court issued an order to show cause regarding jurisdiction over patent issues in light of the Oregon judgment. On December 17, 2020, the district court dismissed Mitek’s claims for declaratory judgment of non-infringement and UrbanFT’s counterclaims for patent infringement and related affirmative defenses based on infringement of the patents for lack of subject matter jurisdiction because UrbanFT does not own the patents. The district court then dismissed the remaining state law claims without prejudice to refiling in state court.

On December 18, 2020, the Company filed a new suit against UrbanFT in the Superior Court of the State of California, County of San Diego (case no. 37-2020-00046670-CU-BC-CTL) asserting claims for breach of contract, open book account, and monetary damages. UrbanFT filed an answer and did not assert any cross-claims. The Company filed a motion for summary judgment which was heard on April 15, 2022. The Court granted the Company’s motion and on June 2, 2022, entered a judgment in favor of the Company for $ 1.7 million in compensatory damages, plus costs, including attorney’s fees. The Court awarded the Company $ 2,600 in costs plus $ 0.6 million in attorneys’ fees for a total judgment of $ 2.3 million. The time for UrbanFT to appeal the $ 1.7 million in compensatory damage judgment has expired but the time for UrbanFT to appeal the attorneys’ fee and cost award has not. No appeal has been filed.

On August 2, 2023, the Company filed a separate lawsuit against Richard Steggall, UFT (North America), LLC fka Urban FT LLC; Urban FT Group, Inc; Urban FT Client Solutions, LLC; UFT Professional Services, LLC; and X-35 Financial Technologies, in the San Diego Superior Court, (case No. 37-2023-00033005-CU-FR-CTL) (“Fraud Conveyance Action”). The Fraud Conveyance Action alleges that Mr. Steggall orchestrated a scheme to strip UFT (North America), LLC of any assets and effectively transfer the

Urban FT business to other entities he owns and controls, all to avoid the Company’s collection efforts. The Fraud Conveyance Action also alleges that Mr. Steggall funnels Urban FT’s revenues through a web of other entities he owns and controls, all to ensure that creditors, including the Company, cannot collect their debts.

On February 23, 2024, the Court set the Fraud Conveyance Action for trial on March 14, 2025. Separately, the Company filed two motions to compel discovery set for April 12, 2024. The defendants have filed a motion to quash the Company’s subpoena to Chase Bank and the defendants filed an Order to Show Cause to hold the Company in contempt for violating the parties’ Protective Order. The Company anticipates filing its own motion for sanctions against defendants for their frivolous contempt motion.

On April 12, 2024, the Court granted the Company’s two motions to compel discovery and the parties are presently working through various issues in Urban FT’s discovery responses following the Court granting the motions to compel. Separately, the parties agreed to withdraw: (1) the subpoena to Chase Bank; (2) the motion to quash the subpoena to Chase Bank; (3) the Order to Show cause to hold Company in contempt; and (4) the Company’s motion for sanctions in response to the contempt motion.

In March 2025, Steggall filed a motion for summary judgment, which was set to be heard on June 6, 2025, but the parties have agreed to continue the hearing until September 2025. Trial has been continued to January 2026.

Other Legal Matters

In addition to the foregoing, the Company is subject to various claims and legal proceedings arising in the ordinary course of its business. The Company accrues for such liabilities when it is both (i) probable that a loss has occurred and (ii) the amount of the loss can be reasonably estimated in accordance with ASC 450, Contingencies . While any legal proceeding has an element of uncertainty, the Company believes that the disposition of such matters, in the aggregate, will not have a material effect on the Company’s financial condition or results of operations.

10. LEASES

Leases

The Company leases office and research and development facility space under non-cancelable operating leases for various terms through 2031. Certain lease agreements include renewal options, rent abatement periods, and rental increases throughout the term. As of March 31, 2025, the weighted-average remaining lease term for the Company’s operating leases was 4.6 years and the weighted-average discount rate was 8.0 %.

As of March 31, 2025, the Company had operating right-of-use (“ROU”) assets of $ 2.5 million. As of March 31, 2025, total operating lease liabilities of $ 2.9 million were comprised of current lease liabilities of $ 0.7 million and non-current lease liabilities of $ 2.2 million. As of September 30, 2024, the Company had operating ROU assets of $ 4.7 million. As of September 30, 2024, total operating lease liabilities of $ 5.0 million were comprised of current lease liabilities of $ 0.8 million and non-current lease liabilities of $ 4.2 million.

The Company recognized $ 0.2 million and $ 0.4 million of operating lease costs in the three months ended March 31, 2025 and 2024, respectively. The Company recognized $ 0.4 million and $ 0.9 million of operating lease costs in the six months ended March 31, 2025 and 2024, respectively. Operating lease costs are included within cost of revenue, selling and marketing, research and development, and general and administrative expenses, dependent upon the nature and use of the ROU asset, in the Company’s condensed consolidated statement of operations and comprehensive income (loss).

The Company paid $ 0.3 million in operating cash flows for operating leases in the six months ended March 31, 2025.

Maturities of operating lease liabilities as of March 31, 2025 were as follows (amounts in thousands) :


	Operating leases
2025	$	473
2026	814
2027	767
2028	473
2029	314
2030 and thereafter	610

Total lease payments	3,451
Less: amount representing interest	( 579 )
Present value of future lease payments	$	2,872

11. SUBSEQUENT EVENTS

Inducement Equity Grants

On April 25, 2025, the Company announced that Garrett Gafke was appointed as the Company’s Chief Operating Officer. As a material inducement to Mr. Gafke’s employment he was awarded grants outside of the A&R 2020 Plan with a grant date fair value of $ 4.0 million. The composition of these awards is heavily weighted towards performance vesting with $ 3.0 million of the at-target value in the form of Performance RSUs and the remaining $ 1.0 million in the form of RSUs. The awards consist of (i) 360,576 Performance RSUs that vest, if at all, upon the achievement of target-level stock price performance goals of the Company compared to the Russell 2000 (with an additional 360,576 Performance RSUs eligible to vest upon the achievement of above-target level performance), and (ii) 120,192 RSUs that vest in four equal annual installments from the start date. In each case, vesting of the Performance RSUs and RSUs is subject to Mr. Gafke’s continuous employment through the applicable vesting date or earlier vesting due to a change of control and certain termination events.

Amended Credit Agreement

On May 7, 2025, the Company, together with its subsidiaries, A2iA Corp. and ID R&D, Inc., entered into the First Amendment to Loan and Security Agreement (the “Amendment”), amending the Credit Agreement, and as amended by the Amendment (the “Amended Credit Agreement”), by and among the Company and the Bank.

The Amendment provides for, among other things, (i) the establishment of a delayed draw term loan (the “Term Loan”) in an aggregate principal amount of up to $ 75.0 million that may be drawn prior to February 28, 2026 for the sole purpose of paying amounts outstanding under the 2026 Notes due February 1, 2026 and customary fees and expenses in connection therewith, (ii) a reduction in the aggregate principal amount available under the existing revolving line of credit (the “Revolving Line”) to $ 25.0 million, (iii) an adjustment of the financial covenants set forth in the Amended Credit Agreement, (iv) an extension of the maturity date of the Revolving Line to May 1, 2030, and (v) an adjustment to the interest rate margins applicable to advances. The Term Loan and the Revolving Line both mature on May 1, 2030. Commencing on April 1, 2026, the Borrower must make amortization payments on any advances under the Term Loan at the percentages set forth in the Amendment.

Borrowings under the Amended Credit Agreement generally bear interest at a variable rate equal to (a) term SOFR plus a specified margin or (b) WSJ prime plus a specified margin, in each case which will be adjusted based on the Company’s net leverage ratio at the time of borrowing. Borrower must also pay the Bank (i) a commitment fee of $ 0.1 million and (ii) an “Unused Revolving Line Facility Fee” of 0.25 % per annum of the average unused portion of the Revolving Line.

The Amended Credit Agreement contains representations, warranties, and negative and affirmative covenants customary for transactions of this type. These include covenants limiting the ability of Borrower, and any of their subsidiaries, subject to certain exceptions and baskets, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any merger or consolidation with, or acquire all or substantially all of the equity or property of, another person, (iv) dispose of any of their business or property, (v) make or permit any payment on subordinated debt, or (vi) pay any dividend, make any other distribution, or redeem any equity.

The Amended Credit Agreement contains customary events of default and also provides that an event of default includes any default resulting in a right by third parties to accelerate maturity of indebtedness in excess of $ 0.5 million. If any event of default occurs and is not cured within applicable grace periods set forth in the Amended Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. In addition, Borrower may be required to deposit cash with the Bank in an amount equal to 105 % of any undrawn letters of credit denominated in U.S. Dollars or 115 % of any undrawn letters of credit denominated in a foreign currency.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q (this “Form 10-Q”), contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or they prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. The forward-looking statements are contained principally in this Item 2—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A—“Risk Factors,” but appear throughout this Form 10-Q. Forward-looking statements may include, but are not limited to, statements relating to our outlook or expectations for earnings, revenues, expenses, asset quality, volatility of our common stock, financial condition or other future financial or business performance, strategies, expectations, or business prospects, our customers, and markets generally, or the impact of legal, regulatory, or supervisory matters on our business, results of operations, or financial condition.

Forward-looking statements can be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target”, “will,” “would,” “could,” “can,” “may”, or similar expressions. Forward-looking statements reflect our judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part II, Item 1A—“Risk Factors” in this Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 16, 2024 (“2024 Annual Report”). Additionally, there may be other factors that could preclude us from realizing the predictions made in the forward-looking statements. We operate in a continually changing business environment and new factors emerge from time to time. We cannot predict such factors or assess the impact, if any, of such factors on our financial position or results of operations. All forward-looking statements included in this Form 10-Q speak only as of the date of this Form 10-Q and you are cautioned not to place undue reliance on any such forward-looking statements. Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

In this Form 10-Q, unless the context indicates otherwise, the terms “Mitek,” “the Company,” “we,” “us,” and “our” refer to Mitek Systems, Inc., a Delaware corporation and its subsidiaries.

Overview

Second Quarter Fiscal 2025 Highlights

• Revenue for the three months ended March 31, 2025 was $51.9 million, an increase of 11% compared to revenue of $47.0 million in the three months ended March 31, 2024.

• Net income was $9.2 million, or $0.20 per diluted share, during the three months ended March 31, 2025, compared to net income of $0.3 million, or $0.01 per diluted share, during the three months ended March 31, 2024.

• Cash provided by operating activities was $14.3 million for the six months ended March 31, 2025, compared to cash used in operating activities of $2.4 million for the six months ended March 31, 2024.

• We added new patents to our portfolio during the three months ended March 31, 2025, bringing our total number of issued patents to 105 as of March 31, 2025. In addition, we had 20 patent applications outstanding as of March 31, 2025.

Market Opportunities, Challenges & Risks

We believe that financial institutions, fintech platforms, and other companies see our patented solutions as a way to provide a superior digital customer experience to meet growing consumer demands of trust and convenience online and, at the same time, assist them in meeting regulatory requirements. The value of digital transformation to our customers is a possible increase in top line revenue and a reduction in the cost of sales and service. As the use of new technology increases, so does associated fraud and cyber-attacks. The negative outcomes of fraud and cyber-attacks encompass financial losses, brand damage, and loss of loyal customers, which we predict will lead to growth in demand for identity verification and sophisticated fraud detection, prevention and management products.

Factors adversely affecting the pricing of, or demand for, our digital solutions, such as competition from other products or technologies, any decline in the demand for digital transactions, the imposition of tariffs and other trade disputes, or negative publicity or obsolescence of the software environments in which our products operate, could result in lower revenues or gross margins. Further, because substantially all of our revenues are from a few types of technology, our product concentration may make us especially vulnerable to market demand and competition from other technologies, which could reduce our revenues.

The sales cycle for our software and services can be lengthy and the implementation cycles for our software and services by our channel partners and customers can also be lengthy, often as long as six months and sometimes longer for larger customers. If implementation of our products by our channel partners and customers is delayed or otherwise not completed, our business, financial condition, and results of operations may be adversely affected.

Revenues related to most of our on premise licenses for mobile products are required to be recognized up front upon satisfaction of all applicable revenue recognition criteria. Revenue related to our software as a service (“SaaS”) products is recognized ratably over the life of the contract or as transactions are used depending on the contract criteria. The recognition of future revenues from these licenses is dependent upon a number of factors, including, but not limited to, the term of our license agreements, the timing of implementation of our products by our channel partners and customers, and the timing of any re-orders of additional licenses and/or license renewals by our channel partners and customers.

During each of the last few years, sales of licenses to one or more channel partners have comprised a significant portion of our revenue each year. This is attributable to the timing of renewals or purchases of licenses and does not represent a dependence on any single channel partner. If we were to lose a channel partner relationship, we believe either we or another channel partner could sell our products to the end-users that had purchased products from the channel partner we lost. However, in that case, we or another channel partner must establish a relationship with the end-users, which could take time to develop.

We have a growing number of competitors in the mobile image capture and identity verification industry, many of which have greater financial, technical, marketing, and other resources. However, we believe our patented mobile image capture and identity verification technology, our growing portfolio of products and coverage for the financial services industry, and our market expertise gives us a distinct competitive advantage. To remain competitive, we will continue to offer products that are attractive to the consumer as well as being compliant, accurate, and convenient. To help us remain competitive, we intend to further our investment in research and development as well as partnering with other technology providers.

Results of Operations

Comparison of the Three Months Ended March 31, 2025 and 2024

The following table summarizes certain aspects of our results of operations for the three months ended March 31, 2025 and 2024 ( amounts in thousands, except percentages ):


	Three Months Ended March 31,
					Percentage of Total Revenue				Increase (Decrease)
	2025		2024		2025		2024		$		%
Revenue
Software and hardware	$	26,700	$	24,889	51	%	53	%	$	1,811	7	%
Services and other	25,229		22,079		49	%	47	%	3,150		14	%
Total revenue	$	51,929	$	46,968	100	%	100	%	$	4,961	11	%
Cost of revenue	6,531		6,215		13	%	13	%	316		5	%
Selling and marketing	10,540		11,021		20	%	23	%	(481)		(4)	%
Research and development	9,766		9,713		19	%	21	%	53		1	%
General and administrative	10,098		14,943		19	%	32	%	(4,845)		(32)	%
Amortization and acquisition-related costs	3,600		3,848		7	%	8	%	(248)		(6)	%
Restructuring costs	29		530		—	%	1	%	(501)		(95)	%
Interest expense	2,407		2,303		5	%	5	%	104		5	%
Other income, net	1,110		1,190		2	%	3	%	(80)		(7)	%
Income tax benefit (provision)	(916)		697		2	%	1	%	(1,613)		nm
Net income	$	9,152	$	282	18	%	1	%	$	8,870	nm

nm - not meaningful

Revenue

Total revenue increased $5.0 million, or 11%, to $51.9 million in the three months ended March 31, 2025 compared to $47.0 million in the three months ended March 31, 2024. Software and hardware revenue increased $1.8 million, or 7%, to $26.7 million in the three months ended March 31, 2025 compared to $24.9 million in the three months ended March 31, 2024. This increase is primarily due to an increase in sales of our Mobile Deposit® software products partially offset by a decrease in sales of our CheckReader™ products in the three months ended March 31, 2025 compared to the same period in 2024. Services and other revenue increased $3.2 million, or 14%, to $25.2 million in the three months ended March 31, 2025 compared to $22.1 million in the three months ended March 31, 2024. This increase is primarily due to higher revenue from our MiVIP, Mobile Deposit®, and Check Fraud Defender products in the three months ended March 31, 2025 compared to the same period in 2024.

Cost of Revenue

Cost of revenue includes personnel costs related to billable services and software support, direct costs associated with our hardware products, hosting costs, and the costs of royalties for third party products embedded in our products. Cost of revenue increased $0.3 million, or 5%, to $6.5 million in the three months ended March 31, 2025 compared to $6.2 million in the three months ended March 31, 2024. The increase in cost of revenue is primarily due to an increase in transactional SaaS revenue during the three months ended March 31, 2025 compared to the same period in 2024.

Selling and Marketing Expenses

Selling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with sales and marketing personnel. Selling and marketing expenses also include non-billable costs of professional services personnel, advertising expenses, product promotion costs, trade shows, and other brand awareness programs. Selling and marketing expenses decreased $0.5 million, or 4%, to $10.5 million in the three months ended March 31, 2025 compared to $11.0 million in the three months ended March 31, 2024. The decrease in selling and marketing expense is primarily due to lower personnel-related and other costs, partially offset by higher product promotion costs in the three months ended March 31, 2025 compared to the same period in 2024.

Research and Development Expenses

Research and development expenses include payroll, employee benefits, stock-based compensation, third party contractor expenses, and other headcount-related costs associated with software engineering and mobile capture science. Research and development expenses increased $0.1 million, or 1%, to $9.8 million in the three months ended March 31, 2025 compared to $9.7 million in the three months ended March 31, 2024. The increase in research and development expenses in the three months ended March 31, 2025 compared to the same period in 2024 was immaterial.

General and Administrative Expenses

General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with finance, legal, administration, and information technology functions, as well as third party legal, accounting, and other administrative costs. General and administrative expenses decreased $4.8 million, or 32%, to $10.1 million in the three months ended March 31, 2025 compared to $14.9 million in the three months ended March 31, 2024. The decrease in general and administrative expenses is primarily due to lower audit, accounting and tax fees, lower third-party and professional fees, lower legal fees and other costs, partially offset by higher personnel-related costs during the three months ended March 31, 2025 compared to the same period in 2024.

Amortization and acquisition-related costs

Amortization and acquisition-related costs include amortization of intangible assets, adjustments recorded due to changes in the fair value of contingent consideration, and other costs associated with acquisitions. Amortization and acquisition-related costs decreased $0.2 million, or 6%, to $3.6 million in the three months ended March 31, 2025 compared to $3.8 million in the three months ended March 31, 2024. The decrease in amortization and acquisition-related costs is primarily due to a decrease in amortization expense of intangible assets from previous acquisitions that were fully amortized prior to the three months ended March 31, 2025 compared to the same period in 2024.

Restructuring Costs

Restructuring costs consist of employee severance obligations and other related costs. Restructuring costs were immaterial in the three months ended March 31, 2025. Restructuring costs were $0.5 million in the three months ended March 31, 2024 and related to expenses incurred to relocate employees.

Interest Expense

Interest expense includes the amortization of debt discount and issuance costs and coupon interest accrued on our 0.75% convertible senior notes due 2026 (the “2026 Notes”). Interest expense was $2.4 million for the three months ended March 31, 2025 and consisted of $2.1 million of amortization of debt discount and issuance costs and $0.3 million of interest incurred. Interest expense was $2.3 million for the three months ended March 31, 2024 and consisted of $2.0 million of amortization of debt discount and issuance costs and $0.3 million of interest incurred.

Other Income (Expense), Net

Other income (expense), net includes interest income net of amortization and net realized gains or losses on our marketable securities portfolio, and foreign currency transactional gains or losses. Other income (expense), net decreased $0.1 million, or 7%, to $1.1 million net income in the three months ended March 31, 2025 compared to $1.2 million net income in the three months ended March 31, 2024. The decrease was primarily due to lower interest income net of amortization and other income, partially offset by higher foreign currency exchange transactional gains, in the three months ended March 31, 2025 as compared to the same period in 2024.

Income Tax Benefit (Provision)

For the three months ended March 31, 2025, we recorded an income tax provision of $0.9 million which yielded an effective tax rate of 9%. For the three months ended March 31, 2024, we recorded an income tax benefit of $0.7 million which yielded an effective tax rate of 168%. The difference between the U.S. federal statutory tax rate and our effective tax rate for the three months ended March 31, 2025 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, release of valuation allowances relating to one of the Company's operations in a foreign jurisdiction, as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on the tax provision. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the three months ended March 31, 2024 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on its tax provision.

Comparison of the Six Months Ended March 31, 2025 and 2024

The following table summarizes certain aspects of our results of operations for the six months ended March 31, 2025 and 2024 ( amounts in thousands, except percentages ):


	Six Months Ended March 31,
					Percentage of Total Revenue				Increase (Decrease)
	2025		2024		2025		2024		$		%
Revenue
Software and hardware	$	38,685	$	40,869	43	%	49	%	$	(2,184)	(5)	%
Services and other	50,498		43,016		57	%	51	%	7,482		17	%
Total revenue	$	89,183	$	83,885	100	%	100	%	$	5,298	6	%
Cost of revenue	12,475		11,749		14	%	14	%	726		6	%
Selling and marketing	20,235		20,877		23	%	25	%	(642)		(3)	%
Research and development	18,089		18,587		20	%	22	%	(498)		(3)	%
General and administrative	21,999		30,481		25	%	36	%	(8,482)		(28)	%
Amortization and acquisition-related costs	7,257		7,831		8	%	9	%	(574)		(7)	%
Restructuring costs	837		578		1	%	1	%	259		45	%
Interest expense	4,805		4,566		5	%	5	%	239		5	%
Other income, net	1,673		2,832		2	%	3	%	(1,159)		(41)	%
Income tax benefit (provision)	(619)		2,441		1	%	3	%	(3,060)		(125)	%
Net income (loss)	$	4,540	$	(5,511)	5	%	7	%	$	10,051	182	%

Revenue

Total revenue increased $5.3 million, or 6%, to $89.2 million in the six months ended March 31, 2025 compared to $83.9 million in the six months ended March 31, 2024. Software and hardware revenue decreased $2.2 million, or 5%, to $38.7 million in the six months ended March 31, 2025 compared to $40.9 million in the six months ended March 31, 2024. This decrease is primarily due to decreases in sales of our Mobile Deposit® and ID R&D biometrics software products, partially offset by an increase in sales of our CheckReader™ software product in the six months ended March 31, 2025 compared to the same period in 2024. Services and other revenue increased $7.5 million, or 17%, to $50.5 million in the six months ended March 31, 2025 compared to $43.0 million in the six months ended March 31, 2024 primarily due to strong growth in revenue from our MiVIP, Mobile Deposit®, Check Fraud Defender, and CheckReader™ products compared to the same period in 2024.

Cost of Revenue

Cost of revenue includes personnel costs related to billable services and software support, direct costs associated with our hardware products, hosting costs, and the costs of royalties for third party products embedded in our products. Cost of revenue increased $0.7 million, or 6%, to $12.5 million in the six months ended March 31, 2025 compared to $11.7 million in the six months ended March 31, 2024. The increase in cost of revenue is primarily due to an increase in transactional SaaS revenue during the six months ended March 31, 2025 compared to the same period in 2024.

Selling and Marketing Expenses

Selling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with sales, marketing, and product management personnel. Selling and marketing expenses also include non-billable costs of professional services personnel, advertising expenses, product promotion costs, trade shows, and other brand awareness programs. Selling and marketing expenses decreased $0.6 million, or 3%, to $20.2 million in the six months ended March 31, 2025 compared to $20.9 million in the six months ended March 31, 2024. The decrease in selling and marketing expense is primarily due to lower personnel-related costs and other costs, partially offset by higher product promotion costs in the six months ended March 31, 2025 compared to the same period in 2024.

Research and Development Expenses

Research and development expenses include payroll, employee benefits, stock-based compensation, third party contractor expenses, and other headcount-related costs associated with software engineering and mobile capture science. Research and development expenses decreased $0.5 million, or 3%, to $18.1 million in the six months ended March 31, 2025 compared to $18.6 million in the six months ended March 31, 2024. The decrease in research and development expenses is primarily due to lower personnel-related costs, partially offset by higher third-party contractor expenses, in the six months ended March 31, 2025 compared to the same period in 2024.

General and Administrative Expenses

General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with finance, legal, administration, and information technology functions, as well as third party legal, accounting, and other administrative costs. General and administrative expenses decreased $8.5 million, or 28%, to $22.0 million in the six months ended March 31, 2025 compared to $30.5 million in the six months ended March 31, 2024. The decrease was primarily due to lower audit, accounting and tax fees, lower third-party and professional fees, lower legal and other costs, partially offset by higher personnel-related costs during the six months ended March 31, 2025 compared to the same period in 2024.

Amortization and acquisition-related costs

Amortization and acquisition-related costs include amortization of intangible assets, adjustments recorded due to changes in the fair value of contingent consideration, and other costs associated with acquisitions. Amortization and acquisition-related costs decreased $0.6 million, or 7%, to $7.3 million in the six months ended March 31, 2025 compared to $7.8 million in the six months ended March 31, 2024. The decrease in amortization and acquisition-related costs is primarily due to a decrease in amortization expense of intangible assets from previous acquisitions that had been fully amortized during the six months ended March 31, 2025 compared to the same period in 2024.

Restructuring Costs

Restructuring costs consist of employee severance obligations and other related costs. Restructuring costs were $0.8 million in the six months ended March 31, 2025 related to a restructuring that occurred in the first quarter of fiscal 2025. Restructuring costs were $0.6 million in the six months ended March 31, 2024 and related to expenses incurred to relocate employees.

Interest Expense

Interest expense includes the amortization of debt discount and issuance costs and coupon interest accrued on the 2026 Notes. Interest expense was $4.8 million for six months ended March 31, 2025 and consisted of $4.2 million of amortization of debt discount and issuance costs and $0.6 million of interest incurred. Interest expense was $4.6 million for six months ended March 31, 2024 and consisted of $4.0 million of amortization of debt discount and issuance costs and $0.6 million of interest incurred. As we amortize the debt discount and issuance costs using the effective interest method, amortization expense increases over the term of the agreement.

Other Income (Expense), Net

Other income (expense), net includes interest income net of amortization and net realized gains or losses on our marketable securities portfolio and foreign currency transactional gains or losses. Other income (expense), net decreased $1.2 million, or 41%, to $1.7 million net income in the six months ended March 31, 2025 compared to $2.8 million net income in the six months ended March 31, 2024. The decrease was primarily due to higher foreign currency transactional losses and a decrease in interest income net of amortization as compared to the same period in 2024.

Income Tax Benefit (Provision)

For the six months ended March 31, 2025, we recorded an income tax provision of $0.6 million which yielded an effective tax rate of 12%. For the six months ended March 31, 2024, we recorded an income tax benefit of $2.4 million which yielded an effective tax rate of 31%. The difference between the U.S. federal statutory tax rate and our effective tax rate for the six months ended March 31, 2025 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, release of valuation allowances relating to one of the Company's operations in a foreign jurisdiction, as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on the tax provision. The difference between the U.S. federal statutory tax rate and our effective tax rate for the six months ended March 31, 2024 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on its tax provision.

Liquidity and Capital Resources

Cash generated from operations has historically been our primary source of liquidity to fund operations and investments to grow our business. Our additional sources of liquidity include available cash balances and proceeds from the issuance of the 2026 Notes (as defined below). On March 31, 2025, we had $152.4 million in cash and cash equivalents and investments compared to $141.8 million on September 30, 2024, an increase of $10.6 million, or 7%. In summary, our cash flows from continuing operations were as follows ( amounts in thousands ):


	Six Months Ended March 31,
	2025		2024
Cash provided by (used in) operating activities	$	14,308	$	(2,399)
Cash provided by investing activities	460		27,384
Cash used in financing activities	(3,093)		(3,015)

Cash Flows from Operating Activities

Cash flows related to operating activities are dependent on net income, adjustments to net income and changes in working capital. Net cash provided by operating activities during the six months ended March 31, 2025 was $14.3 million and resulted primarily from net non-cash charges of $15.8 million and net income of $4.5 million, partially offset by unfavorable changes in operating assets and liabilities of $6.0 million. Net cash used in operating activities during the six months ended March 31, 2024 was $2.4 million and resulted primarily from a net loss of $5.5 million and by unfavorable changes in operating assets and liabilities of $15.4 million, partially offset by non-cash charges of $18.5 million. The increase in cash provided by operating activities of $16.7 million during the six months ended March 31, 2025 compared to six months ended March 31, 2024 was primarily due to net income and a related increase in income taxes payable and a decrease in accounts receivable in the six months ended March 31, 2025.

Cash Flows from Investing Activities

Net cash provided by investing activities was $0.5 million during the six months ended March 31, 2025, which consisted primarily of net maturities of investments of $1.0 million, partially offset by capital expenditures of $0.5 million. Net cash provided by investing activities was $27.4 million during the six months ended March 31, 2024, which consisted primarily of net sales and maturities of investments of $28.1 million partially offset by capital expenditures of $0.7 million. The decrease in cash provided by investing activities of $26.9 million during the six months ended March 31, 2025 compared to six months ended March 31, 2024 was primarily due to a decrease in net maturities of investments.

Cash Flows from Financing Activities

Net cash used in financing activities was $3.1 million during the six months ended March 31, 2025, primarily due to repurchases and retirements of Common Stock of $3.3 million and principal payments on other borrowings of $0.1 million, partially offset by $0.3 million of net proceeds from the issuance of Common Stock under our equity plans. Net cash used in financing activities was $3.0 million during the six months ended March 31, 2024, primarily due to the payment of $4.6 million of acquisition-related contingent consideration, partially offset by $0.9 million of net proceeds from the issuance of equity plan Common Stock and $1.0 million of proceeds from other borrowings. The increase in cash used in financing activities was immaterial during the six months ended March 31, 2025 compared to the six months ended March 31, 2024.

0.75% Convertible Senior Notes due 2026

In February 2021, the Company issued $155.3 million aggregate principal amount of the 2026 Notes (including the Additional Notes, as defined below). The 2026 Notes are senior unsecured obligations of the Company. The 2026 Notes were issued pursuant to an Indenture, dated February 5, 2021 (the “Indenture”), between the Company and UMB Bank, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the 2026 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2026 Notes become automatically due and payable. The Company granted the initial purchasers of the 2026 Notes (collectively, the “Initial Purchasers”) a 13-day option to purchase up to an additional $20.25 million aggregate principal amount of the 2026 Notes (the “Additional Notes”), which was exercised in full. The 2026 Notes were purchased in a transaction that was completed on February 5, 2021. As of January 13, 2024 (“Date of Noncompliance”), the Company was not in compliance with certain of the covenants in the Indenture as a result of the Company not timely filing its Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (“2023 Annual Report”) with the SEC. As a result of not being in compliance, the 2026 Notes began to accrue additional special interest of 0.25% of the outstanding principal of the 2026 Notes for the 90 days after the Date of Noncompliance and 0.50% of the outstanding principal of the 2026 Notes for the 91st through 180th day after the Date of Noncompliance. The Company subsequently did not timely file its Form 10-Q for the quarter ended December 31, 2023 (the “Q1

Form 10-Q”) with the SEC. The Company filed its 2023 Annual Report with the SEC on March 19, 2024 and its Q1 Form 10-Q with the SEC on April 15, 2024. As of March 31, 2025, the Company was in compliance with the covenants in the Indenture.

The net proceeds from this offering were approximately $149.7 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses related to the offering. The 2026 Notes will mature on February 1, 2026, unless earlier redeemed, repurchased or converted. The 2026 Notes bear interest from February 5, 2021 at a rate of 0.750% per year payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021. The 2026 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding August 1, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of the Company’s Common Stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Common Stock on such trading day and the conversion rate on such trading day; and (3) upon the occurrence of certain corporate events or distributions on the Common Stock. On or after August 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of the 2026 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash and, if applicable at the Company’s election, shares of Common Stock, based on the applicable conversion rate(s); provided that the Company will be required to settle conversions solely in cash unless and until the Company (i) receives stockholder approval to increase the number of authorized shares of the Common Stock and (ii) reserves such amount of shares of the Common Stock for future issuance as required pursuant to the indenture that will govern the 2026 Notes. The conversion rate for the 2026 Notes will initially be 47.9731 shares of the Common Stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $20.85 per share of the Common Stock. The initial conversion price of the 2026 Notes represents a premium of approximately 37.5% to the $15.16 per share last reported sale price of the Common Stock on February 2, 2021. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. The impact of the convertible feature will be dilutive to our earnings per share when our average stock price for the period is greater than the conversion price.

In connection with the issuance of the 2026 Notes, we entered into transactions for convertible notes hedge (the “Notes Hedge”) and warrants (the “Warrant Transactions”). The Notes Hedge was entered into with Bank of America, N.A., Jefferies International Limited and Goldman Sachs & Co. LLC, and provided the Company with the option to acquire, on a net settlement basis, approximately 7.4 million shares of Common Stock at a strike price of $20.85, which is equal to the number of shares of Common Stock that notionally underlie and corresponds to the conversion price of the 2026 Notes. The cost of the Notes Hedge was $33.2 million. The Notes Hedge will expire on February 1, 2026, equal to the maturity date of the 2026 Notes. The Notes Hedge is expected to reduce the potential equity dilution upon conversion of the 2026 Notes if the daily volume-weighted average price per share of our Common Stock exceeds the strike price of the Notes Hedge.

In addition, the Warrant Transactions provided us with the ability to acquire up to 7.4 million shares of our Common Stock. The Warrant Transactions will expire ratably during the 80 trading days commencing on and including May 1, 2026 and may be settled in net shares of Common Stock or net cash at the Company’s election. We received $23.9 million in cash proceeds from the Warrant Transactions. As a result of the Warrant Transactions, the Company is required to recognize incremental dilution of earnings per share to the extent the average share price is over $26.53 for any fiscal quarter.

As of May 8, 2025, the 2026 Notes were not convertible, therefore, we had not purchased any shares under the Notes Hedge and the Warrant Transactions had not been exercised and remain outstanding. See Note 8. “Debt” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information relating to the Notes Hedge and Warrant Transactions.

Revolving Credit Line

On February 13, 2024, the Company, together with its subsidiaries A2iA Corp. and ID R&D, Inc., entered into a Loan and Security Agreement (the “Credit Agreement”) with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Bank”) that provides for a revolving line of credit whereby the Company may borrow up to $35.0 million (the “Revolving Line”) with an additional $15.0 million to be advanced under the Revolving Line at the sole discretion of the Bank. The Revolving Line is secured on a first priority basis by the Company’s assets. In connection with the Credit Agreement, the Company incurred issuance costs of $0.3 million which will be amortized to interest expense using the straight-line method over the term of the Credit Agreement.

Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (a) term SOFR plus a specified margin or (b) WSJ prime plus a specified margin, in each case which will be adjusted based on the Company’s net leverage ratio at the time of borrowing. The Company must also pay the Bank (i) a commitment fee of $87,500 and (ii) an “Unused Revolving Line Facility Fee” of 0.25% per annum of the average unused portion of the Revolving Line.

The Credit Agreement contains customary events of default and also provides that an event of default includes any default resulting in a right by third parties to accelerate maturity of indebtedness in excess of $500,000. If any event of default occurs and is not cured within applicable grace periods set forth in the Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. In addition, the Company may be required to deposit cash with the Bank in an amount equal to 115% of any undrawn letters of credit denominated in a foreign currency.

The Credit Agreement requires the Company to maintain a net leverage ratio of no more than 2.25 to 1.00 and if the Company engages in a share repurchase program, the net leverage ratio may not exceed 2.00 to 1.00. As disclosed in Note 6, on May 13, 2024, the Board authorized and approved a share repurchase program for up to $50.0 million of the currently outstanding shares of Common Stock. As of March 31, 2025 the Company’s net leverage ratio was 1.42 to 1.00 and as such the Company was in compliance with the net leverage ratio covenant of the Credit Agreement. There are no outstanding borrowings under the Credit Agreement as of March 31, 2025.

Amended Credit Agreement

The Amendment provides for, among other things, (i) the establishment of a delayed draw term loan (the “Term Loan”) in an aggregate principal amount of up to $75.0 million that may be drawn prior to February 28, 2026 for the sole purpose of paying amounts outstanding under the 2026 Notes due February 1, 2026 and customary fees and expenses in connection therewith, (ii) a reduction in the aggregate principal amount available under the existing revolving line of credit (the “Revolving Line”) to $25.0 million, (iii) an adjustment of the financial covenants set forth in the Amended Credit Agreement, (iv) an extension of the maturity date of the Revolving Line to May 1, 2030, and (v) an adjustment to the interest rate margins applicable to advances. The Term Loan and the Revolving Line both mature on May 1, 2030. Commencing on April 1, 2026, the Borrower must make amortization payments on any advances under the Term Loan at the percentages set forth in the Amendment.

Borrowings under the Amended Credit Agreement generally bear interest at a variable rate equal to (a) term SOFR plus a specified margin or (b) WSJ prime plus a specified margin, in each case which will be adjusted based on the Company’s net leverage ratio at the time of borrowing. Borrower must also pay the Bank (i) a commitment fee of $0.1 million and (ii) an “Unused Revolving Line Facility Fee” of 0.25% per annum of the average unused portion of the Revolving Line.

The Amended Credit Agreement contains customary events of default and also provides that an event of default includes any default resulting in a right by third parties to accelerate maturity of indebtedness in excess of $0.5 million. If any event of default occurs and is not cured within applicable grace periods set forth in the Amended Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. In addition, Borrower may be required to deposit cash with the Bank in an amount equal to 105% of any undrawn letters of credit denominated in U.S. Dollars or 115% of any undrawn letters of credit denominated in a foreign currency.

Other Borrowings

The Company has certain loan agreements with Spanish government agencies. These agreements have repayment periods of five to twelve years and bear no interest. As of March 31, 2025, $2.5 million was outstanding under these agreements and $0.3 million and $2.2 million is recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets. As of September 30, 2024, $2.7 million was outstanding under these agreements and approximately $0.3 million and

$2.4 million is recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets.

Share Repurchase Program

On May 13, 2024, the Board authorized and approved a share repurchase program for up to $50.0 million of the currently outstanding shares of our Common Stock. The share repurchase program was effective as of May 16, 2024 and will expire on May 16, 2026. The timing, price and actual number of shares of Common Stock repurchased will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may be made from time (i) through open market purchases, block trades, privately negotiated transactions, one or more trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any combination of the foregoing, in each case in accordance with applicable laws, rules and regulations or (ii) in such other manner as will comply with the provisions of the Exchange Act. The share repurchase program does not require the Company to repurchase shares of its Common Stock and it may be discontinued, suspended or amended at any time.

The Company made no purchases during the three months ended March 31, 2025. The change in accumulated deficit during the three months ended March 31, 2025 is due to a change in the estimate associated with excise tax accruals related to share repurchases made during fiscal 2025. The Company made purchases of $3.3 million, or 363,378 shares, during the six months ended March 31, 2025 at an average price of $8.99 per share and subsequently retired the shares.

Other Liquidity Matters

At March 31, 2025, we had investments of $47.7 million, designated as available-for-sale debt securities, which consisted of commercial paper, corporate issuances, and asset-backed securities, carried at fair value as determined by quoted market prices for identical or similar assets, with unrealized gains and losses, net of tax, and reported as a separate component of stockholders’ equity. All securities for which maturity or sale is expected within one year are classified as “current” on the condensed consolidated balance sheets. All other securities are classified as “long-term” on the condensed consolidated balance sheets. At March 31, 2025, we had $31.5 million of our available-for-sale securities classified as current and $16.2 million of our available-for-sale securities classified as long-term. At September 30, 2024, we had $36.9 million of our available-for-sale securities classified as current and $11.4 million of our available-for-sale securities classified as long-term.

We had working capital of $8.4 million at March 31, 2025 compared to $142.9 million at September 30, 2024. The decrease in working capital is the result of reclassifying the 2026 Notes of $147.8 million to current liabilities at March 31, 2025 as the 2026 Notes mature on Feb 1, 2026. Our material cash requirements include repayment of the 2026 Notes as well as those related to leases as described in Note 10. “Leases” of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q. Based on our current operating plan we believe the current cash and cash equivalents, cash received from proceeds under the Amended Credit Agreement, and cash expected to be generated from operations will be adequate to satisfy our working capital needs for at least the next twelve months from the date the financial statements are filed for the foreseeable future.

Changes in Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of the condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. We review our estimates on an on-going basis, including those related to revenue recognition, stock-based compensation, income taxes and the valuation of goodwill, intangibles and other long-lived assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. The critical accounting policies and estimates used in the preparation of our condensed consolidated financial statements are described in Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2024 Annual Report .

There have been no material changes to our critical accounting estimates from those disclosed in our 2024 Annual Report .

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

For a complete discussion of the Company’s quantitative and qualitative disclosures about market risks, see the section titled Quantitative and Qualitative Disclosures About Market Risks in our 2024 Annual Report. Except as described below, there has been no material change in this information as of March 31, 2025 .

Interest Rates

The primary objective of our investment activities is to preserve principal while at the same time maximizing after-tax yields without significantly increasing risk. To achieve this objective, we maintain our investment portfolio of cash equivalents and marketable securities in a variety of securities, including corporate debt securities, commercial paper, certificates of deposit, and asset-backed securities. We have not used derivative financial instruments in our investment portfolio, and none of our investments are held for trading or speculative purposes. Short-term and long-term debt securities are generally classified as available-for-sale and consequently are recorded on the condensed consolidated balance sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of estimated tax. As of March 31, 2025, our marketable securities had remaining maturities between approximately one and 22 months and a fair market value of $47.7 million, representing 11% of our total assets.

The fair value of our cash equivalents and debt securities is subject to change as a result of changes in market interest rates and investment risk related to the issuers’ credit worthiness. We do not utilize financial contracts to manage our investment portfolio’s exposure to changes in market interest rates. A hypothetical 100 basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents and debt securities due to the relatively short maturities of these investments. While changes in market interest rates may affect the fair value of our investment portfolio, any gains or losses will not be recognized in our results of operations unless the investment is sold prior to maturity or if the reduction in fair value was determined to be an other-than-temporary impairment.

Foreign Currency Risk

We have operations in the United Kingdom, France, the Netherlands, and Spain that are exposed to fluctuations in the foreign currency exchange rate between the U.S. dollar, the Euro, and the British pound sterling. The functional currency of our French, Dutch, and Spanish operations is the Euro and the functional currency of our United Kingdom operations is the British pound sterling. Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in the condensed consolidated statements of operations and comprehensive income (loss).

Inflation

We do not believe that inflation had a material effect on our business, financial condition or results of operations during either of the six months ended March 31, 2025 or 2024. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013) . We recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as March 31, 2025 due to the previously reported material weaknesses at September 30, 2024, that continued to exist.

Notwithstanding the identified material weaknesses, management believes the condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows as of and for the periods presented, in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Remediation of Previously Reported Material Weaknesses in Internal Control Over Financial Reporting

As previously reported in our 2024 Annual Report, the Company identified material weaknesses which continued to exist related to the following:

• Management did not maintain effective controls related to the financial statement close process to ensure the completeness and accuracy of certain amounts and disclosures, specifically related to balance sheet account reconciliations and the Company’s review and preparation of the consolidation and financial statements.

• Management did not design and maintain effective controls to ensure proper revenue recognition, including the accounting review of customer contracts.

• Management did not perform sufficient risk assessment procedures in order to design and implement effective controls, including consideration of improper segregation of duties, for substantially all of the Company's financial statement areas.

• Management did not design or maintain controls to verify the completeness and accuracy of information used by control owners in the operation of controls across substantially all of the Company’s financial statement areas.

• Management did not maintain sufficient evidence of the operation of certain management review controls and activity level controls across substantially all of the Company's financial statement areas.

Remediation Plan, and ongoing Remediation Efforts for Existing Material Weaknesses in Internal Control over Financial Reporting

With respect to the material weaknesses mentioned above, we have designed and continue to implement a plan to address these material weaknesses in internal control over financial reporting. We have devoted and intend to continue to devote significant time and resources to enhance the design and implementation of our existing controls and procedures and to create new complementary and compensating controls as needed.

The material weaknesses remediated as of September 30, 2024 are, in some respects, prerequisites to the steps required to fully remediate the remaining material weaknesses. Ensuring we have a robust and comprehensive risk assessment process, as well as ensuring effective information technology general controls are critical to ensuring we can fully remediate the remaining material weaknesses.

We have enhanced the execution of financial statement close controls as follows:

• Implemented standard templates and processes to ensure consistency across all legal entities;

• Deployed a close management tool in fiscal year 2025 to ensure completeness and accuracy of all reconciliations and procedures; and

• Conducted training sessions with control owners to emphasize the necessary steps to achieve compliance with the Sarbanes-Oxley Act of 2002 and to reinforce a strong tone at the top and control owner accountability.

With respect to segregation of duties controls, completeness and accuracy of information controls and management review controls, we have further enhanced the execution of these controls as follows:

• Designed, implemented and tested new user roles to mitigate systemic system issues; and

• Documented completeness and accuracy of all inputs, and information produced by the entity.

With respect to revenue recognition controls, we are further enhancing revenue recognition controls as follows:

• Created cross functional working groups to help ensure all key contract terms are identified and accurately input into our information systems;

• Identifying and implementing systems for order-to-cash management and billing to eliminate reliance on manual processes and spreadsheets; and

• Designed and implemented a new monthly process to verify completeness of revenue recognized each quarter.

The Company is committed to remediating the material weaknesses and continues to make progress, each quarter, to that effort. The actions the Company has taken are subject to ongoing senior management review, as well as oversight from the Company’s Audit

Committee. When fully implemented and operational, the Company believes the measures described above will remediate the underlying causes of the control deficiencies that gave rise to the material weaknesses and strengthen the Company’s internal control over financial reporting. These remediation efforts are in process as of the fiscal quarter ended March 31, 2025. The Company will not be able to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time. The Company may also identify additional measures that may be required to remediate the material weaknesses in the Company’s internal control over financial reporting, necessitating further action.

Changes in Internal Control over Financial Reporting

The Company has implemented processes and procedures to remediate the material weaknesses noted above. Except as described above, there have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As previously disclosed, we restated our financial results for certain periods on October 27, 2022, and May 8, 2023. Following those restatements, the Securities and Exchange Commission (the “SEC”) opened an inquiry into our accounting practices and thereafter opened a formal investigation. On March 8, 2025, the SEC Enforcement Staff provided notice to the Company, through the Company's external counsel, that the SEC Enforcement Staff had concluded their investigation and, based on the information available to them as of the date of their letter, the SEC Enforcement Staff do not intend to recommend an enforcement action by the SEC against the Company. The information in Note 9 of the notes to the condensed consolidated financial statements included Part I, Item I of this Form 10-Q is incorporated herein by reference.

ITEM 1A. RISK FACTORS

While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A—“Risk Factors” in our 2024 Annual Report describes some of the risks and uncertainties associated with our business, which we strongly encourage you to review. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. There have been no material changes in our risk factors from those disclosed in our 2024 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of the Company’s equity securities during the quarter ended March 31, 2025, that were not previously disclosed in a Current Report on Form 8-K.

The following table is a summary of the Company’s purchases of its common stock during the quarter ended March 31, 2025:


Period	Total number of shares (or units) purchased	Average price paid per share (or unit)		Total number of shares (or units) purchased as part of publicly announced plans or programs (1)	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1, 2025 — January 31, 2025	—	$	—	—	$	22,752,694
February 1, 2025 — February 28, 2025	—	$	—	—	$	22,752,694
March 1, 2025 — March 31, 2025	—	$	—	—	$	22,752,694

(1) On May 13, 2024, the Company issued a press release announcing that its Board of Directors authorized a share repurchase program for up to $50 million of its common stock. The share repurchase program was effective as of May 16, 2024 and will expire on May 16, 2026. The timing, price and actual number of shares of common stock repurchased will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may be made from time (i) through open market purchases, block trades, privately negotiated transactions, one or more trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act or any combination of the foregoing, in each case in accordance with applicable laws, rules and regulations or (ii) in such other manner as will comply with the provisions of the Exchange Act. The share repurchase program does not require the Company to repurchase shares of its common stock and it may be discontinued, suspended or amended at any time.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

In accordance with the disclosure requirement set forth in Item 408 of Regulation S-K, the following table discloses any executive officer or director who is subject to the filing requirements of Section 16 of the Exchange Act that adopted a Rule 10b5-1 trading arrangement during the quarter ended March 31, 2025. These trading arrangements are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).


Name and Title	Adoption Date	Aggregate Number of Securities to be Sold	Expiration Date (1)
Michael Diamond , Senior Vice President, General Manager — Digital Banking	March 15, 2025	19,381	December 31, 2025

(1) Each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.

Other than as disclosed above, no other executive officer or director adopted , modified, or terminated a Rule 10b5-1 or a non-Rule 10b5-1 trading arrangement during the quarter ended March 31, 2025.

ITEM 6. EXHIBITS

Exhibit No.

Description

Incorporated by

Reference from

Document

3.1

Restated Certificate of Incorporation of Mitek Systems, Inc., as amended.

(1)

3.2

Certificate of Amendment of Restated Certificate of Incorporation of Mitek Systems, Inc.

(2)

3.3

Third Amended and Restated Bylaws of Mitek Systems, Inc.

(3)

3.4

Certificate of Designation of Series B Junior Participating Preferred Stock.

(4)

10.1#

Mitek Systems, Inc. 2025 Annual Incentive Plan.

(5)

10.2#

Executive Employment Agreement, dated April 25, 2025, by and between Mitek Systems, Inc. and Garrett Gafke.

(6)

10.3#

Inducement Performance Restricted Stock Unit Award Agreement, dated as of April 25, 2025, by and between Garrett Gafke and Mitek Systems, Inc.

(6)

10.4#

Inducement Restricted Stock Unit Award Agreement, dated as of April 25, 2025, by and between Garrett Gafke and Mitek Systems, Inc.

(6)

10.5

First Amendment to Loan and Security Agreement, dated as of May 7, 2025, by and among Mitek Systems, Inc., A2iA Corp., ID R&D, Inc., and Silicon Valley Bank, a division of First Citizens Bank & Trust Company.

(7)

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Linkbase Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


*						Filed herewith.

#						Management contract, compensatory plan arrangement.
(1)						Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, filed with the SEC on December 5, 2014.
(2)						Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2022.
(3)						Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2024.
(4)						Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018.
(5)						Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2025.
(6)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2025.
(7)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2025.

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.


May 8, 2025	MITEK SYSTEMS, INC.

	By:	/s/ Edward West
		Edward West
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ David Lyle
		David Lyle
		Chief Financial Officer (Principal Financial and Accounting Officer)

TABLE OF CONTENTS

Part I Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Restated Certificate of Incorporation of Mitek Systems, Inc., as amended. (1) 3.2 Certificate of Amendment of Restated Certificate of Incorporation of Mitek Systems, Inc. (2) 3.3 Third Amended and Restated Bylaws of Mitek Systems, Inc. (3) 3.4 Certificate of Designation of Series B Junior Participating Preferred Stock. (4) 10.1# Mitek Systems, Inc. 2025 Annual Incentive Plan. (5) 10.2# Executive Employment Agreement, dated April 25, 2025, by and between Mitek Systems, Inc. and Garrett Gafke. (6) 10.3# Inducement Performance Restricted Stock Unit Award Agreement, dated as of April 25, 2025, by and between Garrett Gafke and Mitek Systems, Inc. (6) 10.4# Inducement Restricted Stock Unit Award Agreement, dated as of April 25, 2025, by and between Garrett Gafke and Mitek Systems, Inc. (6) 10.5 First Amendment to Loan and Security Agreement, dated as of May 7, 2025, by and among Mitek Systems, Inc., A2iA Corp., ID R&D, Inc., and Silicon Valley Bank, a division of First Citizens Bank & Trust Company. (7) 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)of the Securities Exchange Act of 1934. * 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)of the Securities Exchange Act of1934. * 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002. *

MITK 10-Q Quarter ended March 31, 2025

Exhibits