SOUNDTHINKING, INC.
For the period ended Sep 30, 2026. Filed Nov 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 12, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001193125-26-352203
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-12.
0001193125-26-458488
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 118 previous paragraphs and 129 current paragraphs.
73 unchanged; 34 reworded; 18 added; 10 removed; 1 previous and 4 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
Pending Merger Transaction
Current report
On September 28, 2026, we entered an Agreement and Plan of Merger (the “Merger Agreement”) with Transom Signal AcquireCo, LLC, a Delaware limited liability company (“Parent”), and Transom Signal MergerSub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Transom Capital Group, LLC. Pursuant to the Merger Agreement, Merger Sub commenced a tender offer to purchase any and all outstanding shares of our common stock for consideration of $8.00 per share in cash, without interest, plus one non-transferable contingent value right (“CVR”) per share, which represents the contractual right of the holder to receive a contingent cash payment of up to $3.00 per CVR, without interest and less any applicable tax withholding, upon the achievement of certain specified revenue milestones.
Current report
The CVR represents a non-transferable contractual contingent right to receive a cash payment of up to $3.00 per CVR, without interest and less any applicable tax withholding, upon the achievement of certain specified revenue milestones for our fiscal year commencing January 1, 2027 and ending December 31, 2027 and, for certain other specified, limited revenues, a period of 120 days thereafter (the “Milestone Period”), as follows:
Current report
if Revenue (as defined in the CVR Agreement) for our ShotSpotter and SafePointe products for the Milestone Period equals or exceeds $73,500,000 (the “Minimum Milestone”), each CVR holder will be entitled to receive $0.50 per CVR;
Current report
for each additional $500,000 increment of Revenue for our ShotSpotter and SafePointe products above $73,500,000 up to and including $75,500,000 (each, an “Additional Milestone”), each CVR holder will be entitled to receive an additional $0.05 per CVR; and
Current report
for each additional $250,000 increment of Revenue for our ShotSpotter and SafePointe products above $75,500,000 up to and including $87,000,000, each CVR holder will be entitled to receive an additional $0.05 per CVR, such that the maximum aggregate payment will not exceed $3.00 per CVR if Revenue for our ShotSpotter and SafePointe products for the Milestone Period equals or exceeds $87,000,000.
Current report
Our Board of Directors unanimously approved the transaction and recommended that stockholders tender their shares in the offer. Following the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Parent, Merger Sub and SoundThinking will, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (“DGCL”), without a vote of our stockholders, effect a merger of Merger Sub with and into SoundThinking (the “Merger” and together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”), with SoundThinking surviving as a wholly owned subsidiary of Parent, and we will cease to be a publicly traded company. The transaction is expected to close during the fourth quarter of 2026, subject to customary closing conditions.
Current report
The Merger Agreement contains customary representations, warranties, covenants, non-solicitation provisions, and termination rights. Under certain circumstances, including termination to enter into a superior proposal, we may be required to pay a termination fee of $4.5 million.
Current report
Outstanding equity awards will generally be converted into cash payments, restricted cash awards, CVRs, or a combination thereof in accordance with the Merger Agreement. Our 2017 Employee Stock Purchase Plan will terminate as of the Effective Time (as defined in the Merger Agreement) of the merger.
Current report
See “Part I. Financial Information—Item 1. Condensed Consolidated Financial Statements—Note 1. Organization and Description of Business” for further information on the pending merger transaction. The foregoing description of the Merger Agreement and the transactions contemplated thereby is not and does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 of our Current Report on Form 8-K filed on September 29, 2026 and incorporated by reference herein.
Current report
In addition, we are assessing certain state and local tax matters related to the historical treatment of software-as-a-service revenue in jurisdictions that impose sales or gross receipts taxes on such offerings. The review remains ongoing and could result in the recognition of additional tax liabilities, interest and penalties in future periods as more information becomes available.
Current report
Research and development expense decreased by $0.2 million, primarily due to a decrease in headcount-related expenses.
Current report
General and administrative expense increased by $4.2 million, primarily due to an increase in acquisition-related expenses of $5.1 million, partially offset by a $0.9 million decrease in headcount-related expenses.
Current report
Comparison of Nine Months Ended September 30, 2026 and 2025
Current report
Research and development expense increased by $0.4 million, primarily due to an increase in headcount-related expenses and legal expense.
Current report
General and administrative expense increased by $4.3 million, primarily due to an increase in acquisition-related expenses of $7.1 million, partially offset by a decrease of $2.8 million in headcount-related expenses.
Current report
Restructuring Expense
Current report
Comparison of Nine Months Ended September 30, 2026 and 2025
Removed paragraphs (10)
Previous report
Other Income (Expense), Net
Previous report
Research and development expense increased by $0.2 million, primarily due to an increase in headcount expense reflecting continued investment in product innovation, AI-driven capabilities, and platform enhancements.
Previous report
General and administrative expense decreased by $0.2 million, primarily due to ongoing cost optimization initiatives.
Previous report
Other Expense, Net
Previous report
Comparison of Six Months Ended June 30, 2026 and 2025
Previous report
Research and development expense increased by $0.6 million, primarily due to an increase in headcount expense reflecting continued investment in product innovation, AI-driven capabilities, and platform enhancements.
Previous report
General and administrative expense did not change materially compared to the same period in 2025, primarily due to an increase in legal fees, offset by a decrease in stock-based compensation expense.
Previous report
Other Expense, Net
Previous report
Other expense, net increased by $0.1 million compared to 2025.
Previous report
Comparison of Six Months Ended June 30, 2026 and 2025
Reworded paragraphs (34)
Previous wording
We are a leading public safety technology company that combines data-driven solutions and strategic advisory services for law enforcement, security teams and civic leadership. In April 2023, we changed the company name, ShotSpotter, Inc., to SoundThinking, Inc., reflecting our broader impact on public safety through a growing set of industry-leading law enforcement tools and community-focused solutions. As part of the rebranding, we introduced the SafetySmart™ platform that includes seven data-driven tools consisting of: (i) our flagship product, ShotSpotter®, our leading outdoor gunshot detection, location and alerting system trusted by 171 cities and 21 universities and corporations as of June 30, 2026, (ii) CrimeTracer™, an agency-wide crime data and intelligence platform that enables investigators, analysts, patrol officers and command staff to search through more than one billion criminal justice records from across jurisdictions, leverage dashboards and AI-assisted tools to generate tactical leads, and quickly make intelligent connections to solve cases, (iii) CaseBuilder™, a one-stop investigative management system for tracking, reporting, and collaborating on cases, (iv) ResourceRouter™, which directs the deployment of patrol and community anti-violence resources in an objective way to help maximize the impact of limited resources and improve community safety, (v) PlateRanger™ powered by Rekor®, an ALPR and vehicle identification solution that leverages AI and machine learning to enhance investigative efficiency and provide real-time data sharing for law enforcement, (vi) Field Agent, an AI layer that transforms public safety data into actionable intelligence and (vii) SafePointe™, an AI-based weapons detection system designed to provide discreet, high-throughput screening that complements physical security measures without compromising visitor experience. These solutions may operate independently or together as an integrated system that connects detection, data analysis, resource deployment and case management workflows. We also offer other security use-case specific solutions, including ShotSpotter for Campus and ShotSpotter for Corporate, which are typically smaller-scale deployments of ShotSpotter gunshot detection vertically marketed to universities, corporate campuses and key infrastructure centers to mitigate risk and enhance security by notifying authorities of outdoor gunfire incidents, saving critical minutes for first responders to arrive. In the first quarter of 2025, we rolled out a perimeter-based sniper gunshot detection solution targeting utility substations, with initial pilots aimed at utility customers, conducted through SoundThinking Labs. SoundThinking Labs supports innovative use cases of the Company's technology to help protect wildlife and the environment.
Current wording
We are a leading public safety technology company that combines data-driven solutions and strategic advisory services for law enforcement, security teams and civic leadership. In April 2023, we changed the company name, ShotSpotter, Inc., to SoundThinking, Inc., reflecting our broader impact on public safety through a growing set of industry-leading law enforcement tools and community-focused solutions. As part of the rebranding, we introduced the SafetySmart™ platform that includes seven data-driven tools consisting of: (i) our flagship product, ShotSpotter®, our leading outdoor gunshot detection, location and alerting system trusted by 170 cities and 21 universities and corporations as of September 30, 2026, (ii) CrimeTracer™, an agency-wide crime data and intelligence platform that enables investigators, analysts, patrol officers and command staff to search through more than one billion criminal justice records from across jurisdictions, leverage dashboards and AI-assisted tools to generate tactical leads, and quickly make intelligent connections to solve cases, (iii) CaseBuilder™, a one-stop investigative management system for tracking, reporting, and collaborating on cases, (iv) ResourceRouter™, which directs the deployment of patrol and community anti-violence resources in an objective way to help maximize the impact of limited resources and improve community safety, (v) PlateRanger™ powered by Rekor®, an ALPR and vehicle identification solution that leverages AI and machine learning to enhance investigative efficiency and provide real-time data sharing for law enforcement, (vi) Field Agent, an AI layer that transforms public safety data into actionable intelligence and (vii) SafePointe™, an AI-based weapons detection system designed to provide discreet, high-throughput screening that complements physical security measures without compromising visitor experience. These solutions may operate independently or together as an integrated system that connects detection, data analysis, resource deployment and case management workflows. We also offer other security use-case specific solutions, including ShotSpotter for Campus and ShotSpotter for Corporate, which are typically smaller-scale deployments of ShotSpotter gunshot detection vertically marketed to universities, corporate campuses and key infrastructure centers to mitigate risk and enhance security by notifying authorities of outdoor gunfire incidents, saving critical minutes for first responders to arrive. In the first quarter of 2025, we rolled out a perimeter-based sniper gunshot detection solution targeting utility substations, with initial pilots aimed at utility customers, conducted through SoundThinking Labs. SoundThinking Labs supports innovative use cases of the Company's technology to help protect wildlife and the environment.
Previous wording
We offer our solutions on a software-as-a-service subscription model to our customers. We generate annual subscription revenues from the deployment of ShotSpotter on a per-square-mile basis. Our security solutions, ShotSpotter for Campus, and ShotSpotter for Corporate are typically sold on a subscription basis, each with a customized deployment plan. Our ResourceRouter solution, CaseBuilder, PlateRanger and CrimeTracer are also sold on a subscription basis generally customized based on the number of sworn officers in a particular city. We generate annual subscription revenues from the deployment of SafePointe on a per-lane basis, a lane being the detection area between two sensors. As of June 30, 2026, we had ShotSpotter, ShotSpotter for Campus, and ShotSpotter for Corporate coverage areas under contract covered over 1,072 square miles, of which over 1,047 square miles had gone live. Coverage areas under contract for ShotSpotter included 171 cities and coverage areas under contract for ShotSpotter for Campus and ShotSpotter for Corporate included 21 campuses/sites across the United States, South Africa, Uruguay, Brazil and the Bahamas, and included some of the largest cities in the United States. As of June 30, 2026, we had 365 SafePointe lanes under contract. Most of our revenues are attributable to customers based in the United States.
Current wording
We offer our solutions on a software-as-a-service subscription model to our customers. We generate annual subscription revenues from the deployment of ShotSpotter on a per-square-mile basis. Our security solutions, ShotSpotter for Campus, and ShotSpotter for Corporate are typically sold on a subscription basis, each with a customized deployment plan. Our ResourceRouter solution, CaseBuilder, PlateRanger and CrimeTracer are also sold on a subscription basis generally customized based on the number of sworn officers in a particular city. We generate annual subscription revenues from the deployment of SafePointe on a per-lane basis, a lane being the detection area between two sensors. As of September 30, 2026, we had ShotSpotter, ShotSpotter for Campus, and ShotSpotter for Corporate coverage areas under contract covered over 1,063 square miles, of which over 1,047 square miles had gone live. Coverage areas under contract for ShotSpotter included 170 cities and coverage areas under contract for ShotSpotter for Campus and ShotSpotter for Corporate included 21 campuses/sites across the United States, South Africa, Uruguay, Brazil and the Bahamas, and included some of the largest cities in the United States. As of September 30, 2026, we had 331 SafePointe lanes under contract. Most of our revenues are attributable to customers based in the United States.
Previous wording
We generated revenues of $23.9 million and $25.9 million for the three months ended June 30, 2026 and 2025, respectively, representing a decrease of 8%. For the three months ended June 30, 2026 and 2025, revenues from ShotSpotter represented approximately 64% and 68% of total revenues, respectively. Our current largest customer, the City of New York, accounted for 27% of our total revenues for the three months ended June 30, 2026. The City of New York accounted for 25% of our total revenues for the three months ended June 30, 2025.
Current wording
We generated revenues of $25.0 million and $25.1 million for the three months ended September 30, 2026 and 2025, respectively. For the three months ended September 30, 2026 and 2025, revenues from ShotSpotter represented approximately 65% and 65% of total revenues, respectively. Our current largest customer, the City of New York, accounted for 27% of our total revenues for the three months ended September 30, 2026. The City of New York accounted for 28% of our total revenues for the three months ended September 30, 2025.
Previous wording
We generated revenues of $48.1 million and $54.2 million for the six months ended June 30, 2026 and 2025, respectively, representing a decrease of 11%. For the six months ended June 30, 2026 and 2025, revenues from ShotSpotter represented approximately 65% and 63% of total revenues, respectively. Our current largest customer, the City of New York, accounted for 27% of our total revenues for the six months ended June 30, 2026. The City of New York accounted for 31% of our total revenues for the six months ended June 30, 2025.
Current wording
We generated revenues of $73.1 million and $79.3 million for the nine months ended September 30, 2026 and 2025, respectively, representing a decrease of 8%. For the nine months ended September 30, 2026 and 2025, revenues from ShotSpotter represented approximately 65% and 63% of total revenues, respectively. Our current largest customer, the City of New York, accounted for 27% of our total revenues for the nine months ended September 30, 2026. The City of New York accounted for 30% of our total revenues for the nine months ended September 30, 2025.
Previous wording
For the three months ended June 30, 2026 and 2025, revenues generated within the United States (including Puerto Rico and the U.S. Virgin Islands) accounted for $23.0 million and $25.2 million, respectively, or 96% and 97% of total revenues, respectively.
Current wording
For the three months ended September 30, 2026 and 2025, revenues generated within the United States (including Puerto Rico and the U.S. Virgin Islands) accounted for $24.1 million and $24.3 million, respectively, or 97% and 97% of total revenues, respectively.
Previous wording
For the six months ended June 30, 2026 and 2025, revenues generated within the United States (including Puerto Rico and the U.S. Virgin Islands) accounted for $46.4 million and $52.7 million, respectively, or 97% and 97% of total revenues, respectively.
Current wording
For the nine months ended September 30, 2026 and 2025, revenues generated within the United States (including Puerto Rico and the U.S. Virgin Islands) accounted for $70.6 million and $77.0 million, respectively, or 97% and 97% of total revenues, respectively.
Previous wording
We had a net loss of $4.8 million and $3.1 million for the three months ended June 30, 2026 and 2025, respectively. We had a net loss of $11.8 million and $4.6 million for the six months ended June 30, 2026 and 2025, respectively. Our accumulated deficit was $125.5 million and $113.7 million at June 30, 2026 and December 31, 2025, respectively.
Current wording
We had a net loss of $8.5 million and $2.0 million for the three months ended September 30, 2026 and 2025, respectively. We had a net loss of $20.2 million and $6.6 million for the nine months ended September 30, 2026 and 2025, respectively. Our accumulated deficit was $133.9 million and $113.7 million at September 30, 2026 and December 31, 2025, respectively.
Previous wording
We are focused on growing our business and believe that our future growth is dependent on many factors, including our ability to increase our customer base, expand the coverage of our solutions among our existing customers, expand our international presence, increase sales of our security solutions and retain our customers. Our future growth will primarily depend on the market acceptance for outdoor gunshot detection solutions and expanding into new markets for our other security solutions. Challenges we face in this regard include our target customers not having access to adequate funding sources, the fact that contracting with government entities can be complex, expensive and time-consuming, the fact that our typical sales cycle is often very long and difficult to estimate accurately and the fact that negative publicity about our company can and has caused current and potential future customers to evaluate the sales of our solutions more than in the past. We expect international sales cycles to be even longer than our domestic sales cycles. To combat these challenges, we invest in research and development, increase awareness of our solutions, invest in new sales and marketing campaigns, often in different languages for international sales, and hire additional sales representatives to drive sales to continue to maintain our position as a market leader. In addition, we believe that entering into strategic partnerships with other service providers to cities and municipalities offers another potential avenue for expansion.
Current wording
We are focused on growing our business and believe that our future growth is dependent on many factors, including our ability to increase our customer base, expand the coverage of our solutions among our existing customers, expand our international presence, increase sales of our security solutions and retain our customers. Our future growth will primarily depend on the market acceptance for outdoor gunshot detection solutions and expanding into new markets for our other security solutions. Challenges we face in this regard include our target customers not having access to adequate funding sources, the fact that contracting with government entities can be complex, expensive and time-consuming, the fact that our typical sales cycle is often very long and difficult to estimate accurately and the fact that negative publicity about our company can and has caused current and potential future customers to evaluate the sales of our solutions more than in the past. We expect international sales cycles to be even longer than our domestic sales cycles. To combat these challenges, we invest in research and development, increase awareness of our solutions, invest in new sales and marketing campaigns, often in different languages for international sales, and hire additional sales representatives to drive sales to continue to maintain our position as a market leader. In addition, we believe that entering into strategic partnerships with other service providers to cities and municipalities offers another potential avenue for expansion. Recent examples of this strategy include the continued expansion of our CrimeTracer solution, including our selection to support agencies participating in the Texas Anti-Gang program. This deployment represents the largest CrimeTracer agreement to date and further expands the reach of our investigative intelligence platform within Texas.
Previous wording
We also focus on expanding our business by introducing new products and services to existing customers, such as CrimeTracer, PlateRanger and SafePointe, an AI-driven weapon detection system, and acquiring intellectual property assets. For instance, we have an opportunity to grow in the healthcare vertical with California’s AB 2975 mandate, which requires weapon detection systems in all general acute care and psychiatric hospitals in 2027. We believe this legislation has created a substantial, addressable market opportunity for us. In addition, we also continue to develop and enhance mobile and field-based capabilities. We have introduced a ShotSpotter-to-drone integration to help agencies respond in real time and is live in 16 cities, and SafetySmart Field Agent, which is an AI-powered user experience which enables public safety officers to obtain public safety data, e.g., gunfire data from ShotSpotter and license plate reads from PlateRanger through one unified experience. We believe that developing and acquiring products for law enforcement in adjacent categories is a path for additional growth. We believe our large and growing installed base of police departments who trust SoundThinking’s products, support, and way of doing business provide revenue growth opportunities. The ability to cross-sell new products provides an opportunity to grow revenues per customer and lifetime value. We will also focus on expanding into new markets in conjunction with new regulations in California requiring weapons detection systems in hospitals and exploring other new markets such as casinos. Challenges we face in this area include ensuring our new products are reliable, integrated well with other SoundThinking solutions, and priced and serviced appropriately. In some cases, we will need to bring in new skill sets to properly develop, market, sell or service these new products depending on the categories they represent.
Current wording
We also focus on expanding our business by introducing new products and services to existing customers, such as CrimeTracer, PlateRanger and SafePointe, an AI-driven weapon detection system, and acquiring intellectual property assets. For instance, we have an opportunity to grow in the healthcare vertical with California’s AB 2975 mandate, which requires weapon detection systems in all general acute care and psychiatric hospitals in 2027. We believe this legislation has created a substantial, addressable market opportunity for us. In addition, we also continue to develop and enhance mobile and field-based capabilities. We have introduced a ShotSpotter-to-drone integration to help agencies respond in real time and is live in 21 cities, and SafetySmart Field Agent, which is an AI-powered user experience which enables public safety officers to obtain public safety data, e.g., gunfire data from ShotSpotter and license plate reads from PlateRanger through one unified experience. We believe that developing and acquiring products for law enforcement in adjacent categories is a path for additional growth. We believe our large and growing installed base of police departments who trust SoundThinking’s products, support, and way of doing business provide revenue growth opportunities. The ability to cross-sell new products provides an opportunity to grow revenues per customer and lifetime value. We will also focus on expanding into new markets in conjunction with new regulations in California requiring weapons detection systems in hospitals and exploring other new markets such as casinos. Challenges we face in this area include ensuring our new products are reliable, integrated well with other SoundThinking solutions, and priced and serviced appropriately. In some cases, we will need to bring in new skill sets to properly develop, market, sell or service these new products depending on the categories they represent.
Previous wording
Net new “go-live” cities and universities represent the number of cities and universities covered by deployments of our gunshot detection solution, ShotSpotter, that were formally approved by customers during the period, both from initial and expanded customer deployments, net of cities and universities that ceased to be “live” during the period due to customer cancellations. New cities and universities include deployed coverage areas that may have been sold, or booked, in a prior period. We focus on net new “go-live” cities and universities as a key business metric to measure our operational performance and market penetration. For the three and six months ended June 30, 2026, we went live in one new city but had some customer cancellations. Our net new “go-live” cities and universities were as follows:
Current wording
Net new “go-live” cities and universities represent the number of cities and universities covered by deployments of our gunshot detection solution, ShotSpotter, that were formally approved by customers during the period, both from initial and expanded customer deployments, net of cities and universities that ceased to be “live” during the period due to customer cancellations. New cities and universities include deployed coverage areas that may have been sold, or booked, in a prior period. We focus on net new “go-live” cities and universities as a key business metric to measure our operational performance and market penetration. For the three and nine months ended September 30, 2026 we expanded with three existing customers but did not go live in new cities and had some customer cancellations. Our net new “go-live” cities and universities were as follows:
Previous wording
We also generate revenues from CaseBuilder, a first-of-its-kind digital case management solution that automates the process by which key information is input, captured and used to identify associated gun crime cases leading to the identification of persons of interest. Subscriptions for CaseBuilder recognize revenue similar to our ShotSpotter and CrimeTracer products. Revenue is also generated through sales channel intermediaries that include enhanced services. The sales channel intermediary contract includes an enterprise CaseBuilder solution with supplemental professional services to integrate CaseBuilder with the customer’s existing systems that will remain in place.
Current wording
We also generate revenues from CaseBuilder, a first-of-its-kind digital case management solution that automates the process by which key information is input, captured and used to identify associated gun crime cases leading to the identification of persons of interest. Subscriptions for CaseBuilder recognize revenue similar to our ShotSpotter and CrimeTracer products. Revenue is also generated through sales channel intermediaries that include enhanced services.
Previous wording
We anticipate that, due to rising costs of inflation, our customers may experience increased expenditures resulting in budget shortfalls and changes in their business cycle, which may cause delays in their ability to approve proposals for contracts.
Current wording
We anticipate that, due to rising costs from inflation, our customers may experience increased expenditures resulting in budget shortfalls and changes in their business cycle, which may cause delays in their ability to approve proposals for contracts.
Previous wording
Operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Consultants, salaries, bonuses, stock-based compensation expense and other personnel costs are the most significant components of each of these expense categories. We include stock-based compensation expense incurred in connection with the grant of stock options and restricted stock units to the applicable operating expense category based on the equity award recipient’s functional area.
Current wording
Operating expenses consist of sales and marketing, research and development, general and administrative expenses and restructuring costs. Consultants, salaries, bonuses, stock-based compensation expense and other personnel costs are the most significant components of each of these expense categories. We include stock-based compensation expense incurred in connection with the grant of stock options and restricted stock units to the applicable operating expense category based on the equity award recipient’s functional area.
Previous wording
In the first quarter of 2026, we implemented a reduction in force affecting approximately 15 employees to more effectively allocate our resources and to reduce operational costs. Restructuring expense related to the workforce reduction during the six months ended June 30, 2026, amounted to $0.5 million, consisting of cash expenditures for severance and other employee separation-related costs. We plan to keep our operating expenses relatively flat as compared to fiscal year 2025, which will be driven in part by planned cost reductions across our operating structure, offset by planned increases in research and development, largely to support efforts to execute our growth strategy
Current wording
In the first quarter of 2026, we implemented a reduction in force affecting approximately 15 employees to more effectively allocate our resources and to reduce operational costs. Restructuring expense related to the workforce reduction during the nine months ended September 30, 2026, amounted to $0.7 million, consisting of cash expenditures for severance and other employee separation-related costs. We plan to keep our operating expenses relatively flat as compared to fiscal year 2025, which will be driven in part by planned cost reductions across our operating structure, offset by planned increases in research and development, largely to support efforts to execute our growth strategy.
Previous wording
In the near term, we expect our general and administrative expenses to be relatively flat as compared to fiscal year 2025.
Current wording
In the near term, we expect our general and administrative expenses to increase due to acquisition-related expenses and to be relatively flat thereafter as compared to fiscal year 2025.
Previous wording
Other income (expense), net, consists primarily of interest income, interest expense and local and franchise tax expenses.
Current wording
Other expense, net, consists primarily of interest income, interest expense and local and franchise tax expenses.
Previous wording
The increase in total costs of $0.3 million was due primarily to an increase of $0.2 million due to an increase in information technology and facility costs and an increase of $0.1 million in cost of revenue due to the increase in impairment of property and equipment.
Current wording
The increase in costs of $1.6 million was due primarily to an increase of $1.1 million due to an increase in information technology and facility costs, an increase of $0.3 million in cost of revenue due to the increase in impairment of property and equipment and an increase of $0.2 million primarily due to an increase in headcount.
Previous wording
Sales and marketing expense decreased by $1.4 million, primarily due to decreased expense in commission expense related to brokerage services for the contract with the New York City Police Department.
Current wording
Sales and marketing expense increased by $0.2 million, primarily due to increased expense in commission expense related to outside commission for SafePointe.
Previous wording
The increase of $0.5 million in restructuring expense was due to a restructuring charge comprised of workforce reduction severance and other employee separation-related costs and restructuring costs incurred in the first quarter of 2026.
Current wording
The increase of $0.1 million in restructuring expense was primarily due to a restructuring charge comprised of workforce reduction severance and other employee separation-related costs and restructuring costs from the reduction in force initiated in the first quarter of 2026.
Previous wording
Our income taxes are based on the amount of our taxable income and enacted federal, state and foreign tax rates, adjusted for allowable credits, deductions and the valuation allowance against deferred tax assets, as applicable. A $33,000 and $0.1 million in provision for income taxes was recorded in the three months ended June 30, 2026 and 2025, respectively.
Current wording
Our income taxes are based on the amount of our taxable income and enacted federal, state and foreign tax rates, adjusted for allowable credits, deductions and the valuation allowance against deferred tax assets, as applicable. A provision for income taxes of less than $0.1 million and a benefit for income taxes $0.2 million was recorded in the three months ended September 30, 2026 and 2025, respectively.
Previous wording
The following table sets forth selected condensed consolidated statements of operations data for the six months ended June 30, 2026 and 2025 (in thousands):
Current wording
The following table sets forth selected condensed consolidated statements of operations data for the nine months ended September 30, 2026 and 2025 (in thousands):
Previous wording
The decrease in revenues of $2.0 million was primarily attributable to a reduction in revenue of approximately $2.2 million resulting from the non-renewal or delays of renewals of our contracts with multiple customers, as well as $0.9 million of other reductions primarily related to a reduction of catch-up revenue from various customers, which decrease was partially offset by $1.1 million in new bookings and expansions with existing customers.
Current wording
The decrease in revenues of $6.3 million was primarily attributable to a reduction in revenue of approximately $5.5 million resulting from the non-renewal or delays of renewals of our contracts with multiple customers and $3.1 million of other reductions of services, partially offset by $1.8 million in new bookings and expansions with existing customers and $0.5 million of catch-up revenue from various customers.
Previous wording
The increase in total costs of $1.4 million was due primarily to an increase of $1.4 million in cost of revenue due to the increase in costs related to servicing a larger customer base and an increase of $0.5 million in impairment of property and equipment, which increase was offset by $0.5 million in reduced product maintenance costs.
Current wording
The increase in total costs of $3.1 million was due primarily to an increase of $1.6 million in cost of revenue due to an increase in information technology and facility costs, an increase of $0.8 million in impairment of property and equipment and an increase of $0.7 million in product costs and other expenses.
Previous wording
Sales and marketing expense decreased by $0.6 million, primarily due to decreased expense in commission expense related to brokerage services for the contract with the New York City Police Department.
Current wording
Sales and marketing expense decreased by $1.1 million, primarily due to decreased expense due to decrease in headcount and a decrease in commission expense related to brokerage services for the contract with the New York City Police Department.
Previous wording
Our income taxes are based on the amount of our taxable income and enacted federal, state and foreign tax rates, adjusted for allowable credits, deductions and the valuation allowance against deferred tax assets, as applicable. A $0.1 million and $0.2 million in provision for income taxes was recorded in the six months ended June 30, 2026 and 2025, respectively.
Current wording
Our income taxes are based on the amount of our taxable income and enacted federal, state and foreign tax rates, adjusted for allowable credits, deductions and the valuation allowance against deferred tax assets, as applicable. A $0.1 million and less than $0.1 million in provision for income taxes was recorded in the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Our operations have been financed primarily through net proceeds from debt financing arrangements and cash from operating activities. Our principal source of liquidity is cash and cash equivalents totaling $6.4 million and accounts receivable of $24.5 million as of June 30, 2026. On June 30, 2026, we had approximately $36.0 million of available borrowing capacity under our revolving credit facility, with $4.0 million outstanding on our line of credit.
Current wording
Our operations have been financed primarily through net proceeds from debt financing arrangements and cash from operating activities. Our principal source of liquidity is cash and cash equivalents totaling $9.5 million and accounts receivable of $29.2 million as of September 30, 2026. On September 30, 2026, we had approximately $36.0 million of available borrowing capacity under our revolving credit facility, with $4.0 million outstanding on our line of credit.
Previous wording
We believe our existing cash and cash equivalent balances, our available credit facility and cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. We believe that despite our negative working capital, the costs to perform the short-term deferred revenue is relatively low compared to the balance of our deferred revenue of $36 million. However, should additional working capital be needed, we can utilize our unused credit facility. We believe that we will meet longer term expected future working capital and capital expenditure requirements through a combination of cash flows from operating activities, available cash balances and our available credit facility. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our products and overall economic conditions. We may also seek additional capital to fund our operations, including through the sale of equity or debt financings. To the extent that we raise additional capital through the future sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing common stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. Additionally, there is no guarantee that debt or equity financing will be available to us on terms that are favorable to us, or at all.
Current wording
We believe our existing cash and cash equivalent balances, our available credit facility and cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. We believe that despite our negative working capital, the costs to perform the short-term deferred revenue is relatively low compared to the balance of our deferred revenue of $41.7 million. However, should additional working capital be needed, we can utilize our unused credit facility. We believe that we will meet longer term expected future working capital and capital expenditure requirements through a combination of cash flows from operating activities, available cash balances and our available credit facility. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our products and overall economic conditions. We may also seek additional capital to fund our operations, including through the sale of equity or debt financings. To the extent that we raise additional capital through the future sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing common stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. Additionally, there is no guarantee that debt or equity financing will be available to us on terms that are favorable to us, or at all.
Previous wording
Our historical uses of cash have primarily consisted of cash used for operating activities, such as expansion of our sales and marketing operations, research and development activities and other working capital needs, and cash used in investing activities, such as property and equipment expenditures to install infrastructure in customer cities in order to deliver our solutions and acquisitions. Our expected material cash requirements are similar to our historical uses of cash as well as in connection with contingent earnouts, our stock repurchase program and repayment of any outstanding debt obligations under our credit facility, each as described below.
Current wording
Our historical uses of cash have primarily consisted of cash used for operating activities, such as expansion of our sales and marketing operations, research and development activities and other working capital needs, and cash used in investing activities, such as property and equipment expenditures to install infrastructure in customer cities in order to deliver our solutions and acquisitions. Our expected material cash requirements are similar to our historical uses of cash as well as in connection with our stock repurchase program and repayment of any outstanding debt obligations under our credit facility, each as described below.
Previous wording
There were no share repurchases during the three and six months ended June 30, 2026. As of June 30, 2026, $10.5 million remains available under the 2022 Repurchase Program.
Current wording
There were no share repurchases during the three and nine months ended September 30, 2026. As of September 30, 2026, $10.5 million remains available under the 2022 Repurchase Program.
Previous wording
Our net loss and cash flows used in operating activities are significantly influenced by our increase in headcount to support our growth, increase in legal expenses, outside services fees, sales and marketing expenses and our ability to bill and collect in a timely manner.
Current wording
Our net loss and cash flows provided by (used in) operating activities are significantly influenced by changes in headcount to support our growth, increase in legal expenses, outside services fees, sales and marketing expenses and our ability to bill and collect in a timely manner.
Previous wording
Net cash used in operating activities increased by $5.9 million during the six months ended June 30, 2026 resulting in net cash used in operating activities of $7.3 million compared to net cash used in operating activities of $1.4 million during the same period of 2025. This was primarily due to an increase in net loss of $7.2 million, a $7.1 million increase in deferred revenue, a decrease in non-cash activities of $2.2 million and a decrease of $0.2 million in prepaid and other assets, offset by an increase of $9.5 million in accounts receivable and a $1.3 million increase in accrued expenses and other liabilities, compared to the prior comparative period.
Current wording
Net cash provided by (used in) operating activities decreased by $7.5 million during the nine months ended September 30, 2026 resulting in net cash used in operating activities of $2.7 million compared to net cash provided by operating activities of $4.8 million during the same period of 2025. This was primarily due to an increase in net loss of $13.6 million, an increase of $1.8 million in deferred revenue, an increase in non-cash activities of $3.0 million and a decrease of $0.3 million in prepaid and other assets, offset by an increase of $6.6 million in accrued expenses and other liabilities, an increase of $3.2 million in accounts receivable and an increase of $1.4 million in accounts payable, compared to the prior comparative period.
Previous wording
Investing activities used $2.4 million in the six months ended June 30, 2026. This was primarily driven by investments in property and equipment installed for our solutions in customer coverage areas. Investing activities used $2.3 million in the six months ended June 30, 2025, for investments in property and equipment installed for our solutions in customer coverage areas.
Current wording
Investing activities used $3.8 million in the nine months ended September 30, 2026. This was primarily driven by investments in property and equipment installed for our solutions in customer coverage areas. Investing activities used $3.7 million in the nine months ended September 30, 2025 for investments in property and equipment installed for our solutions in customer coverage areas.
Previous wording
Financing activities includes net proceeds from our employee stock purchase plan and exercise of stock options, offset by payments for repurchases of our common stock.
Current wording
Financing activities includes net proceeds from the exercise of stock options, offset by payments for repurchases of our common stock.
Previous wording
Financing activities provided cash of $0.2 million in the six months ended June 30, 2026 from our employee stock purchase plan. Financing activities used $0.6 million in the six months ended June 30, 2025 which reflects payment of $1.0 million for repurchases of our common stock, offset by proceeds of $0.4 million from our employee stock purchase plan.
Current wording
Financing activities provided cash of $0.2 million in the nine months ended September 30, 2026 from our employee stock purchase plan. Financing activities used cash of $2.6 million in the nine months ended September 30, 2025, which reflects payment of $3.0 million for repurchases of our common stock, offset by proceeds of $0.4 million from our employee stock purchase plan.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
The sales channel intermediary contract includes an enterprise CaseBuilder solution with supplemental professional services to integrate CaseBuilder with the customer’s existing systems that will remain in place.
Current report — wording carried from elsewhere
The decrease in revenues of $0.1 million was primarily attributable to a reduction in revenue of approximately $1.0 million resulting from the non-renewal or delays of renewals of our contracts with multiple customers, partially offset by $0.7 million in new bookings and expansions with existing customers and $0.2 million in catch-up revenue from various customers.
Current report — wording carried from elsewhere
The increase of $0.7 million in restructuring expense was primarily due to restructuring charges comprised of workforce reduction severance and other employee separation-related costs and restructuring costs from the reduction in force initiated in the first quarter of 2026.
Current report — wording carried from elsewhere
The other expense, net did not change materially compared to the same period in 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The decrease in revenues of $6.2 million was primarily attributable to approximately $4.3 million of catch-up revenue comprising approximately $3.5 million of catch-up revenue during the first quarter of 2025 based on two three-year contract renewals with the New York City Police Department and $0.8 million of catch-up revenue from various customers during the second quarter of 2025 compared to $0.1 million and $0.2 million of catch-up revenue in the first and second quarters of 2026, respectively, a reduction in revenue of approximately $2.7 million resulting from the non-renewal or delays of renewals of our contracts with multiple customers and $1.2 million of other reductions of services, which decrease was partially offset by $1.6 million in new bookings and expansions with existing customers.