UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1018, 2025

NETWORK-1 TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15288	11-3027591
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

65 Locust Avenue, Third Floor, New Canaan, Connecticut 06840

(Address of Principal Executive Offices) (Zip Code)

(203) 920-1055

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NTIP	NYSE American

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Network-1 Technologies, Inc. (the “~~Network-1~~Company”) ~~announced~~held on September 10 18, 2025, ~~that~~the ~~its~~stockholders of ~~wholly-owned~~the ~~subsidiary,~~Company ~~HFT~~entitled ~~Solutions,~~to ~~LLC~~vote ~~(“HFT”),~~at ~~has~~the ~~initiated~~meeting ~~patent~~voted ~~litigation~~to ~~against~~(i) ~~Optimer~~elect ~~US LLC~~the ~~and~~four ~~Optima~~individuals ~~Trading~~named USbelow ~~LLC~~to inserve ~~the~~as ~~United~~directors ~~States~~of ~~District~~the ~~Court~~Company to ~~for~~hold ~~the~~office ~~Western~~until ~~District~~the ofnext ~~Texas~~Annual ~~for~~Meeting ~~infringement~~ of ~~U.S.~~Stockholders ~~Patent~~and ~~No. 10,931,286,~~until ~~U.S.~~their ~~Patent~~successors ~~No.~~have ~~11,128,305,~~been ~~and~~duly ~~U.S.~~elected ~~Patent~~and ~~No. 11~~qualified,~~575,381~~ (~~collectively, the “Patents-in-Suit”~~ii). ~~The~~approve, by ~~Patents~~non-~~in-Suit are~~binding ~~part~~advisory ofvote, the ~~HFT~~Company’s ~~patent~~named ~~portfolio~~executive ~~acquired~~officer bycompensation ~~HFT in March 2022~~ (~~the~~known as “~~HFT~~Say ~~Patent~~on ~~Portfolio~~Pay”).; ~~The~~and ~~HFT Patent Portfolio~~(iii) ~~relates~~ to, ~~among~~ratify ~~other~~the ~~things,~~appointment ~~technologies~~of ~~used~~Marcum byLLP ~~firms~~as ~~engaged~~the inCompany’s ~~high~~independent ~~frequency~~registered ~~trading~~public ~~activities~~accounting ~~that~~firm ~~utilize~~for ~~field-programmable gate~~the ~~array~~fiscal ~~(FPGA)~~year ~~hardware, including clock domain management technology that provides critical transaction latency gains in trading systems~~ending ~~where~~December ~~the~~31, ~~difference between success and failure may be measured in nanoseconds~~2025.

~~Item~~1) ~~9.01~~The ~~Financial~~votes ~~Statements~~cast ~~and~~by ~~Exhibits.~~stockholders with respect to the election of directors were as follows:

(d)      Exhibits

	For		Withheld Authority		Broker non-vote
Corey M. Horowitz		10,123,379		2,920,689		4,718,361
Jonathan Greene		9,904,436		3,139,632		4,718,361
Allison Hoffman		9,852,420		3,191,648		4,718,361
Niv Harizman		9,978,004		3,066,064		4,718,361

Exhibit No.		Description
99.1		Press Release dated September 10, 2025
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

The votes cast by stockholders with respect to the proposal to approve, by non-binding vote, the Company’s named executive compensation as reported in the proxy statement for the Annual Meeting were as follows:

For				Against				Abstain				Broker non-vote
	9,158,047				2,476,782				1,409,237				4,718,363

The votes cast by stockholders with respect to the proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 were as follows:

For				Against				Abstain				Broker non-vote
	17,216,802				421,885				123,742				0

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SIGNATURE

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

	NETWORK-1 TECHNOLOGIES, INC.
Dated: September 11, 2025	By:	/s/ Corey M. Horowitz
Dated: September 18, 2025	By:	/s/ Corey M. Horowitz
		Name: Corey M. Horowitz Title: Chairman and Chief Executive Officer
		Name: Corey M. Horowitz Title: Chairman & Chief Executive Officer

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