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What changed in Arena Group Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Arena Group Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+210 added−243 removedSource: 10-K (2026-03-16) vs 10-K (2025-04-15)

Top changes in Arena Group Holdings, Inc.'s 2025 10-K

210 paragraphs added · 243 removed · 144 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur Verticals and Growth Strategy Our business model is to grow the audience across our verticals while striving to diversify revenue and drive gross profit through traditional media brands as well as new digital-first brands. We believe our vertical model allows us and our Publisher Partners to leverage audience growth, technological efficiencies and cost savings across all of our brands.
Biggest changeOur model blends the agility of entrepreneurship with the scale of a media network, driving growth for our partners, advertisers, and audiences alike. Our Verticals and Growth Strategy Our business model is to grow the audience across our verticals while striving to diversify revenue and drive gross profit through traditional media brands as well as new digital-first brands.
Our Publisher Partners and Licensing In connection with our Partner Agreements and any other applicable agreements between us and our Publisher Partners, (i) we and our affiliates own and retain (a) all right, title, and interest in and to the Platform, other Monetization Solutions and data collected by us, and (b) we and our licensors’ trademarks and branding and all software and technology we use to provide and operate the Platform and Monetization Solutions, and (ii) each Publisher Partner owns and retains (a) all right, title, and interest in and to the Publisher Partner’s assets, content, and data collected by Publisher Partner and (b) each Publisher Partner’s trademarks and branding.
In connection with our Partner Agreements and any other applicable agreements between us and our Publisher Partners, (i) we and our affiliates own and retain (a) all right, title, and interest in and to the Platform, other Monetization Solutions and data collected by us, and (b) we and our licensors’ trademarks and branding and all software and technology we use to provide and operate the Platform and Monetization Solutions, and (ii) each Publisher Partner owns and retains (a) all right, title, and interest in and to the Publisher Partner’s assets, content, and data collected by Publisher Partner and (b) each Publisher Partner’s trademarks and branding.
In addition, we may be subject to changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements. 10 Available Information We file our annual, periodic and current reports, and other required information, electronically with the SEC.
In addition, we may be subject to changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements. Available Information We file our annual, periodic and current reports, and other required information, electronically with the SEC.
The following is a list of possible competitors and their respective categories: ● Vice, Buzzfeed, Business Insider, et al., producers of niche content, leveraging social media, mobile, and video to compete for ad dollars; ● Fortune, CNN, ESPN, Yahoo!, Google, et al., major media companies and producers of general content which also compete for ad dollars; ● WordPress, Medium, RebelMouse, Arc, content management software providers, open to all including experts and professionals, which compete for publishers; 8 ● Leaf Group Ltd. and Future PLC, which compete for partners and ad dollars; ● YouTube, Twitter, Facebook, Reddit, social media platforms open to all creators and which also compete for ad dollars and publishers; and ● Affiliate networks such as Liberty Alliance, which compete for ad dollars.
The following is a list of possible competitors and their respective categories: • Vice, Buzzfeed, Business Insider, et al., producers of niche content, leveraging social media, mobile, and video to compete for ad dollars; • Fortune, CNN, ESPN, Yahoo!, Google, et al., major media companies and producers of general content which also compete for ad dollars; • WordPress, Medium, RebelMouse, Arc, content management software providers, open to all including experts and professionals, which compete for publishers; • Leaf Group Ltd. and Future PLC, which compete for partners and ad dollars; • YouTube, X (formerly known as Twitter), Facebook, Reddit, social media platforms open to all creators and which also compete for ad dollars and publishers; and • Affiliate networks such as Liberty Alliance, which compete for ad dollars.
At the U.S. federal the Federal Trade Commission (“FTC”) and state attorneys general have oversight of business operations concerning the use of personal information and breaches of the privacy laws and may examine privacy policies to ensure that a company discloses all material practices and fully complies with representations in the policies regarding the use of personal information and the failure to do so could give rise to penalties under state or federal unfair competition or consumer protection laws.
The Federal Trade Commission (“FTC”) and state attorneys general have oversight of business operations concerning the use of personal information and breaches of the privacy laws and may examine privacy policies to ensure that a company discloses all material practices and fully complies with representations in the policies regarding the use of personal information and the failure to do so could give rise to penalties under state or federal unfair competition or consumer protection laws.
On an annual basis we review the program and adjust our privacy notice and compliance program practices to account for our evolving practices and the CCPA/CPRA regulations, which were first promulgated in July 2020 and continue to be subject to ongoing rulemaking.
On an annual basis we review the program and adjust our privacy notice and compliance program practices to account for our evolving practices and the CCPA/CPRA regulations, 8 Table of Contents which were first promulgated in July 2020 and continue to be subject to ongoing rulemaking.
As of December 31, 2024, we had seven issued patents in the United States, all expiring by 2033. As of December 31, 2024, we also owned approximately 1,300 U.S. copyright registrations and had unregistered copyrights in our software documentation, software code, marketing materials, and website content that we developed, and owned over 1,200 registered domain names.
As of December 31, 2025, we had seven issued patents in the United States, all expiring by 2033. As of December 31, 2025, we also owned approximately 1,300 U.S. copyright registrations and had unregistered copyrights in our software documentation, software code, marketing materials, and website content that we developed, and 6 Table of Contents owned over 1,300 registered domain names.
(“Maven Network”) entered into a share exchange agreement (the “Share Exchange Agreement”), whereby the stockholders of Maven Network agreed to exchange all of the then-issued and outstanding shares of common stock of Maven Network for shares of common stock of Integrated.
On October 11, 2016, Integrated and TheMaven Network, Inc. (“Maven Network”) entered into a share exchange agreement (the “Share Exchange Agreement”), whereby the stockholders of Maven Network agreed to exchange all of the then-issued and outstanding shares of common stock of Maven Network for shares of common stock of Integrated.
We are working to build and sustain a company culture that enables our employees to show up as their best, whole selves; to communicate, collaborate, and innovate with their colleagues, no matter where they are located; and to learn, grow, and belong.
We are building out the pathways to passion – your ticket to continuous excitement. We are working to build and sustain a company culture that enables our employees to show up as their best, whole selves; to communicate, collaborate, and innovate with their colleagues, no matter where they are located; and to learn, grow, and belong.
As of December 31, 2024, we also owned approximately 118 U.S. trademark registrations, 32 pending U.S. trademark applications, and 90 issued foreign trademark registrations and 18 pending foreign trademark applications in over 30 countries, and a number of unregistered marks that we use in the United States and other countries to promote our brands.
As of December 31, 2025, we also owned approximately 160 U.S. trademark registrations, 1 pending U.S. trademark applications, and 93 issued foreign trademark registrations and 10 pending foreign trademark applications in over 30 countries, and a number of unregistered marks that we use in the United States and other countries to promote our brands.
Advertisers usually readjust their budgets during this time and devise new strategies for the remainder of the year. Naturally, we see the highest dip in July, after which RPMs gradually start to increase. The fourth quarter of the calendar year is our most profitable season.
Advertisers usually readjust their budgets during this time and devise new strategies for the remainder of the year. Naturally, we see the highest dip in July, after which RPMs gradually start to increase. The fourth quarter of the calendar year often represents our strongest period as advertising demand typically peaks during the holiday season.
The Platform We developed the Platform, a proprietary online publishing platform that provides our owned and operated media businesses, Publisher Partners (who are third parties producing and publishing content on their own domains), and individual creators contributing content to our owned and operated sites (“Expert Contributors”), the ability to produce and manage editorially focused content through tools and services provided by us.
Publisher Partners and Licensing We developed the Platform, a proprietary online publishing platform that provides our owned and operated media businesses and Publisher Partners the ability to produce and manage editorially focused content through tools and services provided by us.
Currently, we carry cybersecurity and business interruption coverage to mitigate certain potential losses, but this insurance is limited in amount and may not be sufficient in type or amount to cover us against claims related to a cybersecurity breach and related business and system disruptions.
We address state and local jurisdictions where we believe we have nexus, however, there can be no assurance that we have complied with all jurisdictions that may assert that we owe taxes. 9 Table of Contents Currently, we carry cybersecurity and business interruption coverage to mitigate certain potential losses, but this insurance is limited in amount and may not be sufficient in type or amount to cover us against claims related to a cybersecurity breach and related business and system disruptions.
The things we love are what keep us coming back to read, watch and experience the best in sports, finance, and entertainment – brought to you by the iconic brands you admire most. We are building out the pathways to passion – your ticket to continuous excitement.
Corporate Culture We like to say that The Arena Group is where the action is - where passion drives each of us. The things we love are what keep us coming back to read, watch and experience the best in sports, finance, and entertainment – brought to you by the iconic brands you admire most.
Human Capital Resources Our total number of employees as of December 31, 2024 was 198, of which 190 were full-time employees and 8 were part-time employees.
Human Capital Resources Our total number of employees as of December 31, 2025 was 164, of which 159 were full-time employees and 5 were part-time employees. As of December 31, 2025 , no employees are represented by a union.
Other sporting events such as the Super Bowl, the Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased traffic at the time of these respective events.
Other sporting events such as the Super Bowl, the Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased traffic at the time of these respective events. Competition The digital media landscape is highly fragmented, with competition for audience attention and advertising spend originating from both niche content creators and global technology platforms.
GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our consolidated annual worldwide gross revenue). 9 Social networking websites are also under increasing scrutiny. Legislation has been introduced on the state and federal level that could regulate social networking websites. Any such regulation would likely be an impediment to our business.
Legislation has been introduced on the state and federal level that could regulate social networking websites. Any such regulation would likely be an impediment to our business.
Advertising typically peaks in the fourth quarter as advertisers tend to concentrate their budgets during the holiday season. This trend is magnified by professional sports and college football seasons, which account for a significant portion of our advertising revenue during that period of the year.
This trend is magnified by professional sports and college football calendars as related coverage accounts for a significant portion of our advertising revenue during that period of the 7 Table of Contents year.
GDPR also conveys a private right of action to lodge complaints with supervisory authorities to seek judicial remedies and obtain compensation for damages for violations of the GDPR.
GDPR also conveys a private right of action to lodge complaints with supervisory authorities to seek judicial remedies and obtain compensation for damages for violations of the GDPR. GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our consolidated annual worldwide gross revenue). Social networking websites are also under increasing scrutiny.
In addition, we view Nexstar Media Group, Inc. and Ziff Davis as peer companies for purposes of performance comparisons even though we do not consider them direct competitors.
In addition, we view diversified digital holding companies such as People Inc. and Ziff Davis as peer companies for purposes of performance comparisons even though we do not consider them direct competitors. We believe our competitive position is fortified by our unified technology stack, our proprietary audience data, and the proven scalability of our platform model.
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Item 1. Business The Arena Group Holdings, Inc. (the “Company,” “Arena Group,” “we,” “our,” or “us”), is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform (the “Platform”) empowering publishers who impact, inform, educate, and entertain.
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Item 1. Business The Arena Group Holdings, Inc. (“Arena Group,” “we,” or “our”) is a brand, data and IP company that builds, acquires, and scales high-performing digital assets. We combine technology, storytelling, and entrepreneurship to create deep content verticals that engage passionate audiences across sports & leisure, lifestyle, and finance.
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Our strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports & leisure, lifestyle, and finance) where we can leverage the strength of our core brands to grow our audience and increase monetization both within our core brands as well as for our media publisher partners (each, a “Publisher Partner”).
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We utilize a proprietary entrepreneurial publishing model designed to scale digital content with high efficiency and minimal capital intensity. Central to this strategy is the alignment of editorial incentives with audience engagement.
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Our focus is on leveraging our Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of our users, our advertiser clients, and our greater than 20 owned and operated properties as well as properties we run on behalf of independent Publisher Partners.
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Our entrepreneurial publishing framework replaces traditional fixed labor costs with a performance-based, variable cost structure where individual creators contributing content to our owned and operated sites ("Expert Contributors") earn a share of revenue generated by their specific channels.
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We own and operate Athlon Sports, TheStreet, The Spun, Parade, Men’s Journal, HubPages, Men’s Fitness, Autoblog, and Adventure Network, and also power more than 150 independent Publisher Partners. Each Publisher Partner joins the Platform by invitation only with the objective of improving our position in key verticals while optimizing the performance of the Publisher Partner.
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Our platform empowers creators and entrepreneurs to build thriving digital businesses leveraging our infrastructure, audience development expertise, and monetization engine to accelerate growth.
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Publisher Partners incur the costs in content creation on their respective channels and receive a share of the revenue associated with their content.
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Through our portfolio of owned and operated brands, including TheStreet , Parade , Men’s Journal , Athlon Sports , the Adventure Network (which includes Surfer , Powder , and Bike among other brands), and others, we deliver trusted content and meaningful experiences to millions of users each month.
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Because of the state-of-the-art technology and large scale of the Platform and our expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually benefit from our ongoing technological advances and audience development expertise.
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We believe our vertical model allows us to leverage audience growth, technological efficiencies and cost savings across all of our brands.
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While the Publisher Partners benefit from these critical performance improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management costs. Additionally, we believe the lead brands within our verticals create a halo benefit for all Publisher Partners while each of them adds to the breadth and quality of content.
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Our growth strategy focuses on the following pillars: Platform Scalability and Operational Excellence - we provide a unified technological infrastructure that allows both owned-and-operated brands and independent third parties producing and publishing content on their own domains ("Publisher Partners") to scale efficiently.
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Of the more than 150 Publisher Partners, a majority of them publish content which aligns with one of our four verticals (sports & leisure, finance, lifestyle and platform), and oversee an online community for their respective sites, leveraging our Platform, monetization operation, distribution channels and data and analytics offerings, and benefiting from our ability to engage the collective audiences within a single network.
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By centralizing back-end operations, including content management, third-party search engine optimization, and data analytics, we reduce overhead and allow editorial teams to focus on high-impact content production. Strategic Audience Expansion - we aim to grow our reach by deepening engagement within our existing core verticals while selectively entering new high-value categories.
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Generally, Publisher Partners are independently owned, strategic partners who receive a share of revenue from the interaction with their content. Audiences expand and advertising revenue may improve due to the scale we have achieved by combining all Publisher Partners into a single platform and a large and experienced sales organization.
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Modernized Monetization and Distribution - to maximize the value of our audience, we are focused on diversifying revenue streams: • Yield Optimization: Utilizing proprietary technology to enhance programmatic revenue and first-party data collection. • Multi-Channel Syndication: Expanding the reach of our content through third-party platforms and strategic syndication networks to capture off-platform audiences. • E-commerce and Social Selling: Aggressively expanding our commerce capabilities to capture direct consumer spend.
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They also benefit from our membership marketing and management systems, which we believe will enhance their revenue.
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This includes: • Affiliate Revenue: Integrating contextually relevant product recommendations across our vertical sites to generate high-margin referral fees. • Digital Commerce Integration: Leveraging our 2025 acquisition of the ShopHQ brand and its extensive first-party customer data to bridge the gap between media and marketplace.
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Our Platform offers audiences bespoke content with optimized design and page construction. The Platform comprises state-of-the-art publishing tools, video platforms, social distribution channels, newsletter technology, machine learning content recommendations, notifications, and other technology that deliver a complete set of features to drive a digital media business in an entirely cloud-based suite of services.
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By transitioning ShopHQ to a digital-first, dropship-focused model, we utilize creator-led "live selling" and social commerce to monetize our audience's intent in real-time. 5 Table of Contents Our business is organized into the following verticals: Sports & Leisure Vertical - our Sports & Leisure vertical is anchored by iconic legacy brands and high-velocity digital properties that capture the full spectrum of fan and enthusiast interests. • Anchor Brands: Athlon Sports, The Spun, and Lindy’s Sports, which was acquired in 2025. • Enthusiast Brands: Men’s Journal, Men’s Fitness , and Adventure Network , which includes specialized titles such as Surfer, Powder, Bike, TransWorld SKATEboarding , and Snowboarder .
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Our software engineering and product development teams are experienced at delivering these services at scale.
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Finance Vertical – our Finance vertical delivers high-intent audience segments through its business news coverage, market data and analysis, and investigative journalism. • Anchor Brand: TheStreet. • Enthusiast Brand: Autoblog , which was acquired in 2025 and provides comprehensive coverage and consumer tools for the automotive market.
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We continue to develop the Platform software by combining proprietary code with components from the open-source community, plus select commercial services as well as identifying, acquiring, and integrating other platform technologies where we see unique long-term benefits to us. 4 The Platform Services include: ● Content management, machine learning driven content recommendations, traffic redistribution, hosting and bandwidth; ● Video publishing, hosting, and player solution via an integrated set of third party providers; ● Dashboards for our Publisher Partners as well as integration with leading analytics services like Google Analytics; ● User account management; ● User account migration to our Platform, including emails and membership data; ● Technical support team to support our Publisher Partners and staff (if applicable) on the Platform; ● Advertising serving, trafficking/insertion orders, yield management, reporting and collection; ● Various integrations to enable the syndication of content (e.g., Apple News, Facebook Instant Articles, Google AMP, Google news and RSS feeds); and ● Other features, as they may be added to the Platform from time to time.
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Lifestyle Vertical – our Lifestyle vertical leverages widespread brand recognition to drive daily engagement across a broad range of consumer interests through entertainment and lifestyle content. • Anchor Brand: Parade . • Enthusiast Brands: PetHelpful, Parade Pets, TravelHost, DenGarden , and Parade Home & Garden .
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Our primary areas of growth are expected to include expanding our audience within existing verticals, acquiring publishers that have premium branded content and can broaden the reach and impact of the Platform, and adding independent Publisher Partners.
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Platform & Other Vertical - in addition to the owned-and-operated brands included in the verticals above, we empower an ecosystem of Publisher Partners. These independent websites leverage our proprietary platform and technology suite and monetization tools. Corporate History We were originally incorporated in Delaware as Integrated Surgical Systems, Inc. (“Integrated”) in 1990.
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To support our growth strategy, specific initiatives include (i) expanding audience reach and impact within our verticals by boosting content production and enhancing audience engagement, (ii) improving revenue yield of existing content through technology-enabled monetization strategies and expanding syndication of the content on our Platform by re-publishing the content on third party websites, (iii) acquiring or partnering with strong brands that can provide our audience tailored content and domain authority within existing verticals or in new verticals which we can develop, (iv) forming key strategic partnerships with like-minded partners of high-quality content, (v) partnering with entrepreneurial publishers to drive local content at variable cost tied to performance, and (vi) continuing to identify and partner with new Publisher Partners on our network to expand our content offerings and add scale to the ecosystem.
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Our Platform offers audiences bespoke content with optimized design and page construction.
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Our growth strategy is to continue adding new Publisher Partners in key verticals that management believes will expand the scale of unique users interacting on the Platform.
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We compete primarily on our ability to aggregate high-intent audiences within specialized verticals and provide them with premium, authoritative content. To differentiate our platform, we deploy a disciplined suite of processes, data-driven tactics, and AI-enabled tools designed to optimize the lifecycle of digital content.
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In each vertical, we seek to build around leading brands, such as Athlon Sports or The Spun (for sports), TheStreet (for finance) and Parade and Men’s Journal (for lifestyle), surround them with subcategory specialists, and further enhance coverage with individual Expert Contributors.
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We categorize our competition across digital-first publishers and enthusiast networks that compete for endemic advertising dollars and specific audience interests in sports, finance, and lifestyle, as well as large-scale entities and search engines that command broad market share of global advertising budgets and general consumer attention.
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Sports & Leisure Vertical - In 2019, we launched our Sport & Leisure Vertical which currently includes Athlon Sports, The Spun, Men’s Fitness, and Adventure Network. We acquired Athlon Sports as part of the Parade acquisition in April 2022. It had been a print-only property publishing newsstand magazines covering the various drafts and both professional and collegiate sports.
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We leveraged its expertise and appeal online as part of our sports vertical and today it is a key component of our digital sports presence following substantial growth during 2024. The Spun, founded in September 2012, and acquired by us in June 2021, is an online independent sports publication that brings readers the most interesting athletic stories of the day.
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The Spun focuses on the social media aspect of the industry. Men’s Fitness is an iconic fitness brand which was relaunched during 2024 with a mission to be the definitive source for men who want to live stronger, healthier lives.
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The new site contains health and fitness news, training routines, nutrition expertise, gear reviews and more. 5 Adventure Network includes several brands which were acquired in December 2022 including Surfer, Powder, Bike, SKATEboarding, Snowboarder and NewSchoolers. Finance Vertical – Our Finance Vertical currently includes TheStreet and Autoblog.
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TheStreet is a leading financial news and information provider to investors and institutions worldwide and produces business news and market analysis for individual investors. TheStreet has a strong editorial tradition, a subscription platform, and valuable membership base to us, and benefits from our mobile-friendly Content Management System, social, video, and monetization technology.
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Autoblog was acquired in September 2024 and subsequently relaunched. Autoblog is a leading automotive website with over 20 years of history. Autoblog has a history of delivering insightful reviews, breaking news, and unique commerce deals to its readers. Lifestyle Vertical – Our Lifestyle Vertical currently includes Parade, Men’s Journal, and HubPages.
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Parade, a premium-branded company, was acquired in April 2022 and helped to expand our digital audience reach. Parade has a legacy of providing premium entertainment and lifestyle content to readers and has become the anchor of our lifestyle vertical. Men’s Journal was acquired in December 2022.
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Men’s Journal provides content to foster the aspirational spirit of its readers through coverage of gear, travel, health and fitness, food and drink, style, grooming and entertainment. HubPages enhances the user’s experience by including content from individual creators in the HubPages network of premium content channels that are owned and operated by Arena.
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These channels, such as PetHelpful, dengarden and Fashionista, act as an open community for writers, explorers, knowledge seekers, and conversation starters to connect in an interactive and informative online space. Platform Vertical Our Platform Vertical includes websites which are published by our Publisher Partners while leveraging our Platform and technology.
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Publisher Partners use the Platform Services to produce, manage, host and monetize their content in accordance with the terms and conditions of partner agreements between each of our Publisher Partners and us (the “Partner Agreements”). Our Publisher Partners incur the costs with respect to creating their content; thus, not requiring capital investment by us.
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Pursuant to the Partner Agreements, we and our Publisher Partners split revenue generated from the Platform Services used in connection with the Publisher Partner’s content based on certain criteria.
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Criteria include whether the revenue was from digital advertising sales, was generated by our Publisher Partner or us, was generated in connection with a subscription or a membership, was generated from syndicating or third party licensing, or was derived from affiliate links.
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Subject to the terms and conditions of each Partner Agreement and in exchange for the Platform Services, our Publisher Partners grant us, for so long as our Publisher Partner’s assets are hosted on the Platform, (i) the right to use, host, store, cache, reproduce, publish, publicly display, distribute, transmit, modify, adapt and create derivative works of the content provided by the Publisher Partner to provide, maintain and improve the Platform Services; (ii) use, publicly display, distribute and transmit the name, logo, and trademarks of the Publisher Partner to identify them as users of the Platform Services; (iii) exclusive control of ads.txt with respect to our Publisher Partner’s domains; and (iv) the exclusive right to include our Publisher Partner’s website domains and related URLs in a consolidated listing assembled by third party measurement companies such as comScore, Nielsen or other similar measuring services selected by us.
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As such, the Platform serves as the primary digital media and social platform with respect to each of our Publisher Partners’ website domains during the applicable term of each Partner Agreement. 6 Corporate History We were originally incorporated in Delaware as Integrated Surgical Systems, Inc. (“Integrated”) in 1990. On October 11, 2016, Integrated and TheMaven Network, Inc.
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As of December 31, 2024, no employees are represented by a union. 7 Corporate Culture We like to say that The Arena Group is where the action is - where passion drives each of us.
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Competition Currently, we believe that there are many competitors delivering media content in the verticals that we serve on the web and on mobile devices and an even broader array of general media companies and major media brands that compete for the attention of users overall and the advertisers who desire to reach them.
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We have developed a playbook that leverages our Platform to optimize the performance of both our owned and operated and our Publisher Partners’ properties.
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The playbook is a set of processes, procedures and tactics that help improve the consumer experience, develop a greater organic audience reach, apply data management and artificial intelligence tools, optimize monetization and leverage content through syndication, and improve distribution.
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The iconic brands leading each of our verticals, such as Athlon Sports, Parade, and TheStreet, leverage this playbook to deliver a highly engaging and effective experience for our users, advertisers and subscribers.
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The Internet allows theoretically unlimited market access for niche or general media companies resulting in a large number and variety of participants competing directly for audiences, ad spend and membership revenues.
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The general business of online media, combined with some level or method of leveraging community, attracts many potential entrants, and in the future, there may be strong competitors that will compete with us in general or in selected markets.
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These and other companies may be better financed and be able to develop their markets more quickly and penetrate those markets more effectively.
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We believe that our technology, our substantial scale in traffic, the ease of use of our Platform, our well-known lead media brands, and the continuing development and evolution of our Platform provides us with a basis to compete effectively for market share in terms of ad spend and membership revenue.
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We address state and local jurisdictions where we believe we have nexus, however, there can be no assurance that we have complied with all jurisdictions that may assert that we owe taxes.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur customers and suppliers face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance and results of operations. 14 The sophistication of threats continues to evolve and grow, including the risk associated with the use of emerging technologies, such as artificial intelligence and quantum computing, for nefarious purposes.
Biggest changeThe sophistication of threats continues to evolve and grow, including the risk associated with the use of emerging technologies, such as artificial intelligence and quantum computing, for nefarious purposes. In addition to cybersecurity threats, we face threats to the security of our systems and employees from terrorist acts, sabotage or other disruptions, any of which could adversely affect our business.
Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. 22 ● We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law. ● We are required to advance expenses, as incurred, to our directors and officers in connection with defending a legal proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification. ● The rights conferred in our Certificate of Incorporation are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons. ● We may not retroactively amend our Certificate of Incorporation or indemnification agreement, if any, to reduce our indemnification obligations to directors, officers, employees, and agents.
Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. • We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law. • We are required to advance expenses, as incurred, to our directors and officers in connection with defending a legal proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification. • The rights conferred in our Certificate of Incorporation are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons. • We may not retroactively amend our Certificate of Incorporation or indemnification agreement, if any, to reduce our indemnification obligations to directors, officers, employees, and agents.
Factors that could cause fluctuations in the trading price of our common stock, some of which are beyond our control and may not be related to our operational or financial performance, include, among others, the following: ● price and volume fluctuations in the overall stock market from time to time; ● announcements of new products, solutions or technologies, commercial relationships, acquisitions, or other events by us or our competitors; ● the public’s reaction to our press releases, other public announcements, and filings with the SEC; ● fluctuations in the trading volume of our shares or the size of our public float, including in connection with an acquisition; ● sales of large blocks of our common stock; ● actual or anticipated changes or fluctuations in our results of operations or financial projections; ● failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors ; ● recruitment or departures of key personnel ; ● governmental or regulatory developments or actions, or litigation involving us, our industry, or both ● general economic conditions and trends, including inflation and fluctuating interest rates; ● general political conditions and trends, political instability and acts of war or terrorism, including the ongoing conflict between Russia and Ukraine, as well as in the Middle East; ● public health crises and related measures to protect the public health (such as the COVID-19 pandemic); ● major catastrophic events in our domestic and foreign markets; ● changes in accounting standards, policies, guidelines, interpretations, or principles; and ● “flash crashes,” “freeze flashes,” or other glitches that disrupt trading on the securities exchange on which we are listed.
Factors that could cause fluctuations in the trading price of our common stock, some of which are beyond our control and may not be related to our operational or financial performance, include, among others, the following: • price and volume fluctuations in the overall stock market from time to time; • announcements of new products, solutions or technologies, commercial relationships, acquisitions, or other events by us or our competitors; • the public’s reaction to our press releases, other public announcements, and filings with the SEC; • fluctuations in the trading volume of our shares or the size of our public float, including in connection with an acquisition; • sales of large blocks of our common stock; • actual or anticipated changes or fluctuations in our results of operations or financial projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors ; • recruitment or departures of key personnel ; • governmental or regulatory developments or actions, or litigation involving us, our industry, or both • general economic conditions and trends, including inflation and fluctuating interest rates; 21 Table of Contents • general political conditions and trends, political instability and acts of war or terrorism, including the ongoing conflict between Russia and Ukraine, as well as in the Middle East; • public health crises and related measures to protect the public health (such as the COVID-19 pandemic); • major catastrophic events in our domestic and foreign markets; • changes in accounting standards, policies, guidelines, interpretations, or principles; and • “flash crashes,” “freeze flashes,” or other glitches that disrupt trading on the securities exchange on which we are listed.
The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” All dollar figures are presented in thousands unless otherwise stated.
The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Information.” All dollar figures are presented in thousands unless otherwise stated.
Several factors could negatively affect user retention, growth, and engagement, including if: ● our users increasingly engage with competing platforms instead of the Platform; ● we fail to introduce new and exciting products and services, or such products and services do not achieve a high level of market acceptance; ● we fail to accurately anticipate user needs, or we fail to innovate and develop new software and products that meet these needs; ● we fail to price our products competitively; ● we do not provide a compelling user experience because of the decisions we make regarding the type and frequency of advertisements that we display; ● we are unable to combat spam, bugs, malwares, viruses, hacking, or other hostile or inappropriate usage of our products or the Platform (as defined below); ● there are changes in user sentiment about the quality or usefulness of our existing products in the short-term, long-term, or both; ● there are increased user concerns related to privacy and information sharing, safety, or security on the Platform; ● there are adverse changes in our products or services that are mandated by legislation, regulatory authorities, or legal proceedings; ● technical or other problems frustrate the user experience, particularly if those problems prevent us from delivering our products in a fast and reliable manner; 11 ● we, our Publisher Partners, or other companies in our industry are the subject of adverse media reports or other negative publicity, some of which may be inaccurate or include confidential information that we are unable to correct or retract; or ● we fail to maintain our brand image or our reputation is damaged.
Several factors could negatively affect user retention, growth, and engagement, including if: • our users increasingly engage with competing platforms instead of the Platform; • we fail to introduce new and exciting products and services, or such products and services do not achieve a high level of market acceptance; • we fail to accurately anticipate user needs, or we fail to innovate and develop new software and products that meet these needs; • we fail to price our products competitively; • we do not provide a compelling user experience because of the decisions we make regarding the type and frequency of advertisements that we display; • we are unable to combat spam, bugs, malwares, viruses, hacking, or other hostile or inappropriate usage of our products or the Platform (as defined below); • there are changes in user sentiment about the quality or usefulness of our existing products in the short-term, long-term, or both; • there are increased user concerns related to privacy and information sharing, safety, or security on the Platform; 10 Table of Contents • there are adverse changes in our products or services that are mandated by legislation, regulatory authorities, or legal proceedings; • technical or other problems frustrate the user experience, particularly if those problems prevent us from delivering our products in a fast and reliable manner; • we, our Publisher Partners, or other companies in our industry are the subject of adverse media reports or other negative publicity, some of which may be inaccurate or include confidential information that we are unable to correct or retract; or • we fail to maintain our brand image or our reputation is damaged.
We may not be able to sustain current growth rates, current revenue levels, or achieve profitability. In addition, because our business is evolving, our historical results of operations may be of limited utility in assessing our future prospects.
We may not be able to sustain current growth rates, current revenue levels, or sustain profitability. In addition, because our business is evolving, our historical results of operations may be of limited utility in assessing our future prospects.
In addition, our Certificate of Incorporation provides that a state or federal court located within the state of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law (“DGCL”), our Certificate of Incorporation, or our Bylaws; any action to interpret, apply, enforce, or determine the validity of our Certificate of Incorporation or our Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.
In addition, our Certificate of Incorporation provides that a state or federal court located within the state of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law 20 Table of Contents (“DGCL”), our Certificate of Incorporation, or our Bylaws; any action to interpret, apply, enforce, or determine the validity of our Certificate of Incorporation or our Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.
The recently announced tariffs by the U.S. government on product imports from certain countries may result in an outsize impact on certain industries that are key advertising categories for us, including automotive and consumer goods.
The tariffs by the U.S. government on product imports from certain countries may result in an outsize impact on certain industries that are key advertising categories for us, including automotive and consumer goods.
While we purchase liability coverage for certain of these types of matters, a significant cybersecurity incident could subject us to reputational harm, loss of revenue, financial liability and other damage that may exceed our insurance coverage and preclude us from obtaining adequate insurance levels in the future. 16 Existing or future strategic alliances, long-term investments and acquisitions may have a material and adverse effect on our business, reputation, and results of operations.
While we purchase liability coverage for certain of these types of matters, a significant cybersecurity incident could subject us to reputational harm, loss of revenue, financial liability and other damage that may exceed our insurance coverage and preclude us from obtaining adequate insurance levels in the future. 15 Table of Contents Existing or future strategic alliances, long-term investments and acquisitions may have a material and adverse effect on our business, reputation, and results of operations.
Our business, profitability and growth prospects could be adversely affected if we fail to receive adequate protection of our proprietary rights. We could be required to cease certain activities or incur substantial costs due to claims of infringement of another party’s intellectual property rights.
Our business, profitability and growth prospects could be adversely affected if we fail to receive adequate protection of our proprietary rights. 14 Table of Contents We could be required to cease certain activities or incur substantial costs due to claims of infringement of another party’s intellectual property rights.
We cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to the material weaknesses in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses.
We cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiency that led to the material weakness in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses.
Our future liquidity and capital requirements will depend upon numerous factors, including the success of the Platform, our offerings, competing technological developments, and general economic and market conditions, which have presented substantial uncertainty in recent months. We may need to raise funds through public or private financings, strategic relationships, or other arrangements.
Our future liquidity and capital requirements will depend upon numerous factors, including the success of our business, our offerings, competing technological developments, and general economic and market conditions, which have presented substantial uncertainty in recent months. We may need to raise funds through public or private financings, strategic 17 Table of Contents relationships, or other arrangements.
We expect to face challenges, risks, and difficulties frequently experienced by growing companies in rapidly developing industries, including those relating to: ● changes in demand and pricing for our products, services and the Platform; ● developing, maintaining, and expanding relationships with Publisher Partners and advertisers; ● innovating and developing new solutions that are adopted by and meet the needs of Publisher Partners and advertisers; ● competing against companies with a larger user and customer base or greater financial or technical resources; ● changes in the pricing policies of Publisher Partners, advertisers and competitors; ● changes in our access to valuable user data; ● costs to develop and upgrade the Platform to incorporate new technologies; ● costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs; ● seasonality in our business; ● the length and complexity of our sales cycles; ● the timing of stock-based compensation expense; ● potential costs to attract, onboard, retain and motivate qualified personnel; ● responding to evolving industry standards and government regulations that impact our business, particularly in the areas of data protection and consumer privacy; ● changes in demand as a result of changes in the macroeconomic environment, as a result of inflation, changes in interest rates or foreign exchange rates, or otherwise; and ● further expanding our business in other markets.
We expect to face challenges, risks, and difficulties frequently experienced by growing companies in rapidly developing industries, including those relating to: • changes in demand and pricing for our products, services and the Platform; • developing, maintaining, and expanding relationships with Expert Contributors, Publisher Partners and advertisers; • innovating and developing new solutions that are adopted by and meet the needs of Publisher Partners and advertisers; • competing against companies with a larger user and customer base or greater financial or technical resources; • changes in the pricing policies of Publisher Partners, advertisers and competitors; • changes in our access to valuable user data; • costs to develop and upgrade the Platform to incorporate new technologies; • costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs; • seasonality in our business; • the length and complexity of our sales cycles; • the timing of stock-based compensation expense; • potential costs to attract, onboard, retain and motivate qualified personnel; • responding to evolving industry standards and government regulations that impact our business, particularly in the areas of data protection and consumer privacy; • changes in demand as a result of changes in the macroeconomic environment, as a result of inflation, changes in interest rates or foreign exchange rates, or otherwise; and • further expanding our business in other markets. 18 Table of Contents Any one or more of the factors above may result in significant fluctuations in our results of operations.
We are dependent on the continued services and on the performance of key third party content contributors, the loss of which could adversely affect our business. We rely on content contributed by third party providers to attract users that drive advertising and subscription revenue.
We are dependent on the continued services and on the performance of key third party content contributors, the loss of which could adversely affect our business. We rely on content created by Expert Contributors to attract users that drive advertising and subscription revenue.
As of December 31, 2024, we had federal net operating loss carryforwards, or NOLs, due to prior period losses of approximately $210.6 million, and certain NOLs could expire before we generate sufficient taxable income to make use of our NOLs. Subject to certain limitations, NOLs can be used to offset taxable income for U.S. federal income tax purposes.
As of December 31, 2025 , we had federal net operating loss carryforwards, or NOLs, due to prior period losses of approximately $193.5 million , and certain NOLs could expire before we generate sufficient taxable income to make use of our NOLs. Subject to certain limitations, NOLs can be used to offset taxable income for U.S. federal income tax purposes.
As a result of the identified material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024.
As a result of the identified material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025.
Item 1A. Risk Factors Investing in our common stock involves a high degree of risk. Listed below is a summary of the principal risks that could adversely affect our business, operations and financial results. There are numerous factors that affect our business, operations and financial results, many of which are beyond our control.
Item 1A. Risk Factors Investing in our common stock involves a high degree of risk. Listed below is a summary of the principal risks that could adversely affect our business, operations and financial results.
If we are unable to protect sensitive information, including complying with evolving information security, data protection and privacy regulations, our customers or governmental authorities could investigate the adequacy of our threat mitigation and detection processes and procedures; and could bring actions against us for noncompliance with applicable laws and regulations.
Our customers (including sites that we operate for our customers) and suppliers experience similar security threats. 13 Table of Contents If we are unable to protect sensitive information, including complying with evolving information security, data protection and privacy regulations, our customers or governmental authorities could investigate the adequacy of our threat mitigation and detection processes and procedures; and could bring actions against us for noncompliance with applicable laws and regulations.
During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective.
In addition, we are required to engage independent auditors to express an opinion on internal control over financial reporting. During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective.
Search engines frequently revise their algorithms in an attempt to optimize their search result listings. Future algorithm changes by Google or any other search engines could cause content published on the Platform to receive less favorable placements, which could reduce the number of readers who view this content and impact our ability to effectively serve digital advertisements to our audience.
Future algorithm changes by Google or any other search engines could cause content published on the Platform to receive less favorable placements, which could 11 Table of Contents reduce the number of readers who view this content and impact our ability to effectively serve digital advertisements to our audience.
The risks described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations.
There are numerous factors that affect our business, operations and financial results, many of which are beyond our control. The risks described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations.
Because many of our expenses are based upon forecast demand and may be difficult to reduce in the short term, volatility in quarterly revenue could cause significant variations in quarterly results of operations.
You should not rely on our past results as an indicator of our future performance. Because many of our expenses are based upon forecast demand and may be difficult to reduce in the short term, volatility in quarterly revenue could cause significant variations in quarterly results of operations.
Real or perceived errors, failures, or bugs in our software could result in negative publicity, loss of or delay in market acceptance of the Platform, loss of competitive position, or claims by our Publisher Partners or our users for losses sustained by them. 15 Malware, viruses, hacking attacks, and improper or illegal use of the Platform could harm our business and results of operations.
Real or perceived errors, failures, or bugs in our software could result in negative publicity, loss of or delay in market acceptance of the Platform, loss of competitive position, or claims by our Publisher Partners or our users for losses sustained by them.
We could also face fines or orders restricting or blocking our services in particular geographies as a result of content hosted on our services.
We could also face fines or orders restricting or blocking our services in particular geographies as a result of content hosted on our services. If any of these events occur, our business could be seriously harmed.
Any sale of securities could adversely affect the interests or voting rights of the holders of our common stock, result in substantial dilution to existing stockholders, or adversely affect the market price of our common stock. We are currently out of compliance with the continued listing standards of the NYSE American.
Any sale of securities could adversely affect the interests or voting rights of the holders of our common stock, result in substantial dilution to existing stockholders, or adversely affect the market price of our common stock.
Although we believe the Platform is well-positioned to continue to provide key data insights to advertisers without cookies, actions by advertisers to buy advertising based on alternative identifiers could lead to changes in purchase behavior of such advertisers, thereby possibly impacting our operations, and our financial condition could be adversely affected. 13 Our Publisher Partners may engage in intentional or negligent misconduct or other improper activities on the Platform or otherwise misuse the Platform, which may damage our brand image, our business and our results of operations.
Although we believe the Platform is well-positioned to continue to provide key data insights to advertisers without cookies, actions by advertisers to buy advertising based on alternative identifiers could lead to changes in purchase behavior of such advertisers, thereby possibly impacting our operations, and our financial condition could be adversely affected.
The digital media industry is fragmented and highly competitive. There are many players in the digital media market, many with greater name recognition and financial resources, which may give them a competitive advantage.
The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed. The digital media industry is fragmented and highly competitive. There are many players in the digital media market, many with greater name recognition and financial resources, which may give them a competitive advantage.
As we rely heavily on our computer and communications systems and the Internet to conduct our business and provide high-quality user and customer service, these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt our Publisher Partners’ businesses, which could adversely affect our business, results of operations, and financial condition. 17 Compliance with the reporting obligations under the United States securities laws and Section 404 of Sarbanes-Oxley requires expenditure of capital and other resources and may divert management’s attention.
As we rely heavily on our computer and communications systems and the Internet to conduct our business and provide high-quality user and customer service, these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt our Publisher Partners’ businesses, which could adversely affect our business, results of operations, and financial condition.
We and our third party service providers experience attempted cyber-attacks of varying degrees on a regular basis, one of which infiltrated our systems and accessed a limited amount of our non-financial and encrypted data. We expect to incur significant, increasing costs in ongoing efforts to detect and prevent cybersecurity-related incidents.
We and our third party service providers experience attempted cyber-attacks of varying degrees on a regular basis. We expect to incur significant, increasing costs in ongoing efforts to detect and prevent cybersecurity-related incidents. We cannot ensure that our efforts to prevent cyber security incidents will succeed.
Although we do not believe these threats have been material to our businesses to date, we expect to continue to be subject to these threats and, as a result we may experience a negative impact on our business and financial condition. 12 The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.
Although we do not believe these threats have been material to our businesses to date, we expect to continue to be subject to these threats and, as a result we may experience a negative impact on our business and financial condition.
If litigation is instituted against us, it could subject us to substantial costs, divert management’s attention and resources, and adversely affect our business. 23 Our Board is authorized to issue additional shares of our common stock that would dilute existing stockholders and sales, distribution or issuance of substantial amounts of our common stock could cause the market price of our common stock to decline.
Our Board is authorized to issue additional shares of our common stock that would dilute existing stockholders and sales, distribution or issuance of substantial amounts of our common stock could cause the market price of our common stock to decline.
Malware, viruses, and hacking attacks have become more prevalent in our industry and have occurred on our systems and may occur in the future.
Malware, viruses, hacking attacks, and improper or illegal use of the Platform could harm our business and results of operations. Malware, viruses, and hacking attacks have become more prevalent in our industry and have occurred on our systems and may occur in the future.
There can be no assurance that such funding will be available on terms acceptable to us, or at all. Furthermore, any equity financing will be dilutive to existing stockholders, and debt financing, if available, may involve restrictive covenants that may limit our operating flexibility with respect to certain business matters.
There can be no assurance that such funding will be available on terms acceptable to us, or at all. Debt financing, if available, may involve restrictive covenants that may limit our operating flexibility with respect to certain business matters. Strategic arrangements may require us to relinquish our rights or grant licenses to some or substantial parts of our intellectual property.
In addition to cybersecurity threats, we face threats to the security of our systems and employees from terrorist acts, sabotage or other disruptions, any of which could adversely affect our business. The improper conduct of our employees or others working on behalf of us who have access to confidential or sensitive information could also adversely affect our business and reputation.
The improper conduct of our employees or others working on behalf of us who have access to confidential or sensitive information could also adversely affect our business and reputation.
RISKS RELATED TO GOVERNANCE AND COMMON STOCK We are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel, the loss of which could adversely affect our business. We are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel.
In addition, our ability to use our net operating losses is dependent on our ability to generate taxable income, and certain net operating losses could expire before we generate sufficient taxable income to make use of our net operating losses. 19 Table of Contents RISKS RELATED TO GOVERNANCE AND COMMON STOCK We are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel, the loss of which could adversely affect our business.
The material weaknesses identified in Item 9A of this Annual Report on Form 10-K did not result in any misstatement of our financial statements. Our management is currently undertaking remedial actions to address the material weaknesses identified as of December 31, 2024.
The material weakness identified in Item 9A of this Annual Report on Form 10-K did not result in any misstatement of our financial statements.
Our services, products, properties, and our ability to access the capital markets on terms acceptable or at all may be adversely impacted by uncertain economic conditions, including but not limited to, regional conflicts, pandemics, adverse changes in interest rates, foreign currency exchange rates, tax laws or tax rates, inflation, economic downturns, recessions, contraction in the availability of credit, and the effects of government initiatives to manage economic conditions. 18 Our ongoing cash management strategy is to maintain diversity in our deposit accounts across financial institutions to manage risks from potential instability in the banking system, but deposits in these institutions may exceed the amount of insurance provided on such deposits and there can be no assurance that this strategy will be successful.
Our services, products, properties, and our ability to access the capital markets on terms acceptable or at all may be adversely impacted by uncertain economic conditions, including but not limited to, regional conflicts, pandemics, adverse changes in interest rates, foreign currency exchange rates, tax laws or tax rates, inflation, economic downturns, recessions, contraction in the availability of credit, and the effects of government initiatives to manage economic conditions.
If misconduct and misuse of the Platform for inappropriate or illegal purposes occurs, user experience on the Platform may suffer, and claims may be brought against us. Our business and public perception of our brands may be materially and adversely affected if we face any related lawsuits or other liabilities.
If misconduct and misuse of the Platform for inappropriate or illegal purposes occurs, user experience on the Platform may suffer, and claims may be brought against us.
Such claims can be costly to contest, disruptive to our work environment, and may be detrimental to our operations and financial results.
Notwithstanding our care in our employment practices, a prior employer may assert a claim against us. Such claims can be costly to contest, disruptive to our work environment, and may be detrimental to our operations and financial results.
If any of these events occur, our business could be seriously harmed. 20 Our employees are highly experienced, having worked in our industry for many years and prior employers may try to assert that our employees are breaching restrictive covenants and other limitations imposed by past employment arrangements.
Our employees are highly experienced, having worked in our industry for many years and prior employers may try to assert that our employees are breaching restrictive covenants and other limitations imposed by past employment arrangements. We believe that all of our employees are free to work for us in their various capacities and have not breached past employment arrangements.
However, we may in the future discover material weaknesses in other areas of our internal control over financial reporting that require remediation.
Although our management is currently undertaking remedial actions to address the material weakness identified as of December 31, 2025, we may in the future discover material weaknesses in other areas of our internal control over financial reporting that require remediation.
If we fail to comply with these reporting obligations or to maintain adequate internal controls our operations, our business, and investors’ confidence in us, could be materially and adversely affected. As a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, the Sarbanes-Oxley and other applicable securities rules and regulations.
Compliance with the reporting obligations under the United States securities laws and Section 404 of Sarbanes-Oxley requires expenditure of capital and other resources and may divert management’s attention. If we fail to comply with these reporting obligations or to maintain adequate internal controls our operations, our business, and investors’ confidence in us, could be materially and adversely affected.
These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even through such actions, if successful, might otherwise benefit us and our stockholders. 21 Because we are a “smaller reporting company,” we will not be required to comply with certain disclosure requirements that are applicable to other public companies, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even through such actions, if successful, might otherwise benefit us and our stockholders.
We also depend on our ability to identify, attract, hire, train, retain, and motivate other highly skilled technical, managerial, sales, operational, business development, and customer service personnel. Competition for such personnel is intense, and there can be no assurance that we will be able to successfully attract, assimilate, or retain sufficiently qualified personnel.
Competition for such personnel is intense, and there can be no assurance that we will be able to successfully attract, assimilate, or retain sufficiently qualified personnel.
The Platform and our technology systems contain open-source software, which may pose particular risk to our proprietary software, features and functionalities in a manner that negatively affect our business. We use open-source software in the Platform and our technology systems and will continue to use open-source software in the future.
Our business and public perception of our brands may be materially and adversely affected if we face any related lawsuits or other liabilities. 12 Table of Contents The Platform and our technology systems contain open-source software, which may pose particular risk to our proprietary software, features and functionalities in a manner that negatively affect our business.
We have set up an internal system to monitor the open-source software we use in our operation and its functionality, and to manage the risk it poses to our business. We may face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that we developed using such software.
We may face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that we developed using such software.
As a tech-powered media company, we face cybersecurity threats, such as ransomware and denial-of-service, and attacks on technical infrastructure.
As a tech-powered media company, we face cybersecurity threats, such as ransomware and denial-of-service, and attacks on technical infrastructure. Our customers and suppliers face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance and results of operations.
Complying with these rules and regulations has caused us and will continue to cause us to incur additional legal and financial compliance costs and make some activities more difficult, time-consuming and costly. Further, by complying with public disclosure requirements, our business and financial condition are more visible, which may result in increased threatened or actual litigation.
Further, by complying with public disclosure requirements, our business and financial condition are more visible, which may result in increased threatened or actual litigation.
As discussed in Item 9A of this Annual Report on Form 10-K, in the course of preparing our financial statements, we identified the following material weaknesses in our internal control over financial reporting (i) our finance and accounting policies, including those governing revenue recognition, expense recognition, and balance sheet valuation principles and methodologies, have not been fully documented; and (ii) we did not maintain a sufficient system of internal controls to validate data provided by certain third party service providers.
As discussed in Item 9A of this Annual Report on Form 10-K, in the course of preparing our financial statements, we identified a material weakness in our internal control over financial reporting: we did not design and maintain effective 16 Table of Contents controls over the completeness and accuracy of information received from a third-party programmatic advertising services provider used in recording certain advertising revenues.
We can provide no assurance that if we need to seek such additional outside capital that it will be available on favorable terms or at all. Any failure to achieve and maintain profitability could have a materially adverse effect on our ability to implement our business plan, our results and operations, and our financial condition.
There is no assurance that such capital will be available on favorable terms, or at all, which could adversely affect our ability to execute our business strategy and maintain operations. Our results of operations may fluctuate significantly and may not meet our expectations or those of securities analysts and investors.
Removed
Our license agreement to operate the Sports Illustrated media business was terminated by the licensor, which may materially harm our business, operating results and financial condition.
Added
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Removed
As described in Note 25, Commitments and Contingencies , to our accompanying consolidated financial statements under Item 8 of this Annual Report, ABG-SI, LLC (“ABG”) has alleged that we failed to make a quarterly payment due to ABG pursuant to the Licensing Agreement, dated June 14, 2019, with ABG (“Licensing Agreement”) of approximately $3.8 million, and on January 18, 2024, ABG notified us of the termination of the Licensing Agreement, effective immediately, in accordance with its rights under the Licensing Agreement.
Added
Search engines frequently revise their algorithms in an attempt to optimize their search result listings. We believe that recent algorithm changes adversely affected traffic and revenue performance during the year ended December 31, 2025 and similar changes could impact future periods.
Removed
As stated in the notice of termination, ABG believes that a fee of $45.0 million became immediately due and payable by us to ABG pursuant to the terms and conditions of the Licensing Agreement.
Added
Our Publisher Partners may engage in intentional or negligent misconduct or other improper activities on the Platform or otherwise misuse the Platform, which may damage our brand image, our business and our results of operations.
Removed
In addition, upon termination of the Licensing Agreement, all outstanding and unvested warrants to purchase shares of Arena common stock issued to ABG in connection with the Licensing Agreement became immediately vested and exercisable.
Added
We use open-source software in the Platform and our technology systems and will continue to use open-source software in the future. We have set up an internal system to monitor the open-source software we use in our operation and its functionality, and to manage the risk it poses to our business.
Removed
On March 18, 2024, ABG announced it had reached an agreement in principle with a third party to become the new operator of the Sports Illustrated media business.
Added
As a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, the Sarbanes-Oxley and other applicable securities rules and regulations. Complying with these rules and regulations has caused us and will continue to cause us to incur additional legal and financial compliance costs and make some activities more difficult, time-consuming and costly.
Removed
On April 1, 2024, ABG Group filed an action against us and Manoj Bhargava, the former interim CEO of the Company and a principal stockholder, alleging, among other things, breach of contract in the United States District Court of the Southern District of New York seeking damages in the amount of $48.8 million ($3.8 million royalty fee liability and $45.0 million termination fee liability as reflected in current liabilities from discontinued operations).
Added
Our ongoing cash management strategy is to maintain diversity in our deposit accounts across financial institutions to manage risks from potential instability in the banking system, but deposits in these institutions may exceed the amount of insurance provided on such deposits and there can be no assurance that this strategy will be successful.
Removed
See Item 3 of this Annual Report and Note 25, Commitments and Contingencies , to our accompanying consolidated financial statements under Item 8 of this Annual Report for additional information.
Added
In addition, our previously effective shelf registration statement on Form S-3 expired in December 2025. As a result, we currently do not have an effective general purpose shelf registration statement on file with the Securities and Exchange Commission, which may further limit our ability to raise capital through public offerings in a timely manner.
Removed
The loss of the rights to operate the Sports Illustrated media business, in addition to the alleged and disputed termination payments that are due following termination of the Licensing Agreement, could harm our competitiveness in our industry, damage any goodwill we may have generated, and otherwise have a material adverse effect on our business, operating results and financial condition.
Added
While we may seek to file a new registration statement, there can be no assurance as to when it will become effective or whether market conditions will be favorable for future offerings. Furthermore, any equity financing could be dilutive to existing stockholders.
Removed
Any subsequent rebranding efforts we may undertake may require significant resources and expenses and may affect our ability to attract and retain customers, all of which may have a material adverse effect on our business, contracts, financial condition, operating results, liquidity and prospects.
Added
Although we achieved income from continuing operations of $28.6 million in 2025, our accumulated deficit as of December 31, 2025 remains substantial at $354.5 million, reflecting our historical losses. If we are unable to sustain revenue growth or further reduce costs, we may return to operating losses, which could require us to seek additional capital.
Removed
Our customers (including sites that we operate for our customers) and suppliers experience similar security threats.
Added
We are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel. We also depend on our ability to identify, attract, hire, train, retain, and motivate other highly skilled technical, managerial, sales, operational, business development, and customer service personnel.
Removed
We cannot ensure that our efforts to prevent cyber security incidents will succeed.
Added
Because we are a “smaller reporting company,” we will not be required to comply with certain disclosure requirements that are applicable to other public companies, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
Removed
Strategic arrangements may require us to relinquish our rights or grant licenses to some or substantial parts of our intellectual property.
Added
If litigation is instituted against us, it could subject us to substantial costs, divert management’s attention and resources, and adversely affect our business.
Removed
In the year ended December 31, 2024 , we had net loss of approximately $100.7 million compared to approximately $55.6 million for the year ended December 31, 2023. Our accumulated deficit as of December 31, 2024 was approximately $479.4 million compared to approximately $378.7 million as of December 31, 2023.
Added
We cannot guarantee that we will repurchase shares of our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value. Repurchases of shares of our common stock could also increase the volatility of the price of our common stock and could diminish our cash reserves.
Removed
We may continue to incur losses in the future if we do not achieve sufficient revenue or adequately reduce costs to achieve and maintain profitability. There is no assurance that our operations will generate sufficient cash flows to support our continued operations in the future without needing to seek additional capital funding or borrowings.
Added
On July 31, 2025, we announced a share repurchase program under which we may repurchase up to 3 million shares of our common stock over the next 12 months.
Removed
Our financial condition raises substantial doubt about our ability to continue as a “going concern” through one year from the date of the issuance of the financial statements contained herein due to the recurrence of net losses.
Added
The timing and amount of repurchases of shares of our common stock, if any, will depend upon several factors, such as the market price of the common stock, corporate requirements, general market economic conditions and applicable legal requirements.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also perform third party risk management assessments to help manage the risks associated with reliance on vendors, critical service providers, and other third-parties that may lead to a service disruption or an adverse cybersecurity incident. 25 Our Head of Information Security and cybersecurity stakeholders regularly brief the senior leadership team on cyber vulnerabilities identified through the risk management process, the effectiveness of our cyber risk management program, the emerging threat landscape, and new cyber risks on at least an annual basis.
Biggest changeWe also perform third party risk management assessments to help manage the risks associated with reliance on vendors, critical service providers, and other third-parties that may lead to a service disruption or an adverse cybersecurity incident.
The Company proactively seeks to detect and investigate unauthorized attempts and attacks against Company IT assets, data, and services, and to prevent their occurrence and recurrence where practicable through changes or updates to internal processes and tools and changes or updates to Company service delivery; however, potential vulnerabilities to known or unknown threats will still remain. See Item 1A.
The Company proactively seeks to detect and investigate unauthorized attempts and attacks against Company IT assets, data, and services, and to prevent their occurrence and recurrence where practicable through changes or updates to internal processes and tools and changes or updates to Company service delivery; however, potential 23 Table of Contents vulnerabilities to known or unknown threats will still remain.
This includes updates on our processes to prevent, detect, and mitigate cybersecurity incidents. Notwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured.
Notwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured.
“Risk Factors” for a discussion of cybersecurity risks.
See Item 1A. “Risk Factors” for a discussion of cybersecurity risks.
Added
Our Head of Information Security and cybersecurity stakeholders regularly brief the senior leadership team on cyber vulnerabilities identified through the risk management process, the effectiveness of our cyber risk management program, the emerging threat landscape, and new cyber risks on at least an annual basis. This includes updates on our processes to prevent, detect, and mitigate cybersecurity incidents.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe Carlsbad lease terminates in March 2025 and will not be renewed. In New York, New York we have a lease for office space that we occupy. Though we operate our business partially in a virtual environment, we utilize our office space in New York in regular operations.
Biggest changeItem 2. Properties As of December 31, 2025, we have a lease for office space that we occupy in New York, New York. Though we operate our business partially in a virtual environment, we utilize our office space in New York in regular operations.
Removed
Item 2. Properties As of December 31, 2024, we had one lease in California and one in New York. In Carlsbad, California we have a lease for office space that is partially sublet. We do not occupy the balance of the space and the space is not utilized in our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeZola filed a Stipulation to allow the former CEO and Chairman to file a First Amended Complaint, which adds a new cause of action for alleged breach of contract based upon the Company’s refusal to advance certain attorneys’ fees to him.
Biggest changeOn May 15, 2025, the former CEO and Chairman of the Company’s Board of Directors filed a First Amended Complaint, which adds a new cause of action for alleged breach of contract based upon the Company’s refusal to advance certain attorneys’ fees to him. On May 28, 2025, the Company filed an Answer to the First Amended Complaint.
On March 21, 2024, the former CEO and Chairman of the board of directors filed an action against the Company, members of its board of directors and Simplify, alleging claims for retaliation, breach of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking damages in an amount of $20.0 million.
On March 21, 2024, the former CEO and Chairman of the Company’s Board of Directors filed an action against the Company, members of its then-current Board of Directors and Simplify, alleging claims for retaliation, breach of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking damages in an amount of $20.0 million.
The Company and board member Carlo Zola filed a Cross Complaint and Answer on June 20, 2024. Apart from Mr. Zola, the remaining individual board member defendants successfully filed a Motion to Quash Service of Summons based on lack of jurisdiction, and they have been dismissed from the case.
The Company and Board member Carlo Zola filed a Cross Complaint and Answer on June 20, 2024. Apart from Mr. Zola, the remaining individual Board member defendants successfully filed a Motion to Quash Service of Summons based on lack of jurisdiction, and they have been dismissed from the case. Simplify was also dismissed from the case.
On September 13, 2024, the former CEO and Chairman filed an Answer to the Company’s Cross Complaint. On April 8, 2025, the former CEO and Chairman, the Company, and Mr.
On September 13, 2024, the former CEO and Chairman filed an Answer to the Company’s Cross Complaint.
Bhargava’s motion needing to be restated and briefed after the subsequent filing of the Second Amended Complaint. The Company intends to vigorously defend itself against the allegations made in this lawsuit. Item 4. Mine Safety Disclosure Not applicable. Part II.
The Company intends to vigorously defend itself against the allegations made in this lawsuit. Item 4. Mine Safety Disclosure Not applicable. Part II.
Removed
On January 30, 2024, the former President, Media filed an action against the Company and Manoj Bhargava, the former interim CEO and a principal stockholder, alleging claims for breach of contract, failure to pay wages and defamation, among other things, in the United States District Court of the Southern District of New York, seeking damages in an unspecified amount.
Removed
On November 15, 2024, the Company has executed a confidential settlement agreement with the former President, Media which fully resolved the matter to the satisfaction of the parties to the litigation.
Removed
The Court has not yet approved the filing of the First Amended Complaint, and the Company will respond to the First Amended Complaint in due course.
Removed
The Company intends to vigorously defend itself against the allegations made in this lawsuit. 26 On April 1, 2024, Authentic Brands Group, LLC, ABG-SI, LLC, and ABG Intermediate Holdings 2 LLC (collectively referred to as the “ABG Group”) filed an action against the Company and Manoj Bhargava, the former interim CEO of the Company and a principal stockholder, alleging, among other things, breach of contract in the United States District Court of the Southern District of New York seeking damages in the amount of $48.8 million (the alleged and disputed $3.8 million royalty fee liability and $45.0 million termination fee liability as reflected in current liabilities from discontinued operations).
Removed
On June 7, 2024, the Company filed a response denying ABG Group’s alleged breach of contract action and filed a counterclaim against ABG Group and Minute Media, Inc. alleging, among other things, unfair competition, misappropriation of trade secrets, unjust enrichment, breach of contract and tortious interference with contract.
Removed
On August 2,2024, ABG Group filed an amended complaint which the Company responded to on August 22, 2024 and subsequently filed counterclaims against ABG Group and Sportority, Inc. d/b/a Minute Media. A settlement conference was held on December 4, 2024. On March 4, 2025, ABG Group filed a Second Amended Complaint adding allegations and additional claims against Mr. Bhargava.
Removed
The allegations and claims asserted against the Company remain substantially the same as those in ABG Group’s original complaint filed April 1, 2024. On August 30, 2024, each of ABG, Minute Media, Inc., and Mr. Bhargava filed respective motions to dismiss, which motions were fully briefed as of November 1, 2024. The motions remain pending with Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDividends We have never paid cash dividends on our common stock, and our present policy is to retain any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future.
Biggest changeDividends We have never paid cash dividends on our common stock, and our present policy is to retain any future earnings to support our operations, finance the growth and development of our business, and for other general corporate purposes which may 24 Table of Contents include share repurchases, acquisitions, or other strategic opportunities.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock began trading on the NYSE American on February 9, 2022 under the symbol “AREN.” Before then, from September 21, 2021 until February 8, 2022, our common stock was quoted on the OTCM’s OTCQX trading under the symbol “MVEN.” Holders As of April 7, 2025, there were approximately 151 holders of record of our common stock.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock began trading on the NYSE American on February 9, 2022 under the symbol “AREN.” Before then, from September 21, 2021 until February 8, 2022, our common stock was quoted on the OTCM’s OTCQX trading under the symbol “MVEN.” Holders As of March 16, 2026 , there were approximately 130 holders of record of our common stock.
Removed
Any future determination related to our dividend policy will be made at the discretion of our Board. 27 Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Recent Sales of Unregistered Securities None. Use of Proceeds None. Item 6. [Reserved]
Added
We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board.
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth certain information with respect to repurchases of shares of our common stock during the quarter ended December 31, 2025 : Period Total number of shares (or units) purchased (1) Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs (3) Maximum number of shares that may yet be purchased under the plans or programs (3) October 1-October 31, 2025 – $– – 3,000,000 November 1-November 30, 2025 – – – 3,000,000 December 1-December 31, 2025 – – – 3,000,000 Total – $– – 3,000,000 (1) This amount includes – shares of common stock acquired at a cost of $– to satisfy employee income tax withholding associated with the vesting of restricted common stock.
Added
(2) Average price paid per share includes broker commissions, if any.
Added
(3) On July 31, 2025, we announced a share repurchase program under which we may repurchase up to 3 million shares of our common stock through July 31, 2026, from time to time through open-market transactions, privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans, subject to market conditions, share price, and other factors.
Added
The program may be suspended, modified, or terminated at any time. The share repurchase program will be funded through operating cash flow. As of December 31, 2025, no shares have been repurchased under this program. Recent Sales of Unregistered Securities None. Use of Proceeds None. Item 6. [Reserved] 25 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations Comparison of Fiscal 2024 to Fiscal 2023 Years Ended December 31, 2024 versus 2023 2024 2023 $ Change % Change Revenue $ 125,907 $ 143,630 $ (17,723 ) -12.3 % Cost of revenue 70,189 88,357 (18,168 ) -20.6 % Gross profit 55,718 55,273 445 0.8 % Operating expenses Selling and marketing 12,548 24,263 (11,715 ) -48.3 % General and administrative 30,399 43,783 (13,384 ) -30.6 % Depreciation and amortization 3,704 4,243 (539 ) -12.7 % Loss on impairment of assets 1,198 119 1,079 906.7 % Loss on sale of assets - 325 (325 ) 100.0 % Total operating expenses 47,849 72,733 (24,884 ) -34.2 % Income (loss) from operations 7,869 (17,460 ) 25,329 -145.1 % Total other expenses (15,287 ) (19,558 ) 4,271 -21.8 % Loss before income taxes (7,418 ) (37,018 ) 29,600 -80.0 % Income tax benefit (249 ) (197 ) (52 ) 26.4 % Net loss from continuing operations (7,667 ) (37,215 ) 29,548 -79.4 % Net loss from discontinued operations, net of tax (93,043 ) (18,367 ) (74,676 ) 406.6 % Net loss $ (100,710 ) $ (55,582 ) $ (45,128 ) 81.2 % For the year ended December 31, 2024, the net loss from continuing operations improved $29,548 to $7,667, as compared to our prior period net loss of $37,215.
Biggest changeFor the year ended December 31, 2024, net cash provided by financing activities was $16,329, primarily consisting of (i) $561 for the payment of the contingent consideration, (ii) $20,027 from repayment of our line of credit with SLR Digital Finance LLC (“SLR”) (iii) $534 for tax payments relating to the withholding of shares of common stock for certain employees and (iv) $200 payment of deferred cash payments for an acquisition, less (v) $12,000 in net proceeds from the common stock private placement, and (vi) $25,651 in net proceeds from our working capital loan with Simplify. 29 Table of Contents Results of Operations Comparison of Fiscal 2025 to Fiscal 2024 Years Ended December 31, 2025 versus 2024 2025 2024 $ Change % Change Revenue $ 134,828 $ 125,907 $ 8,921 7.1 % Cost of revenue 66,479 70,189 (3,710) -5.3 % Gross profit 68,349 55,718 12,631 22.7 % Operating expenses Selling and marketing 7,033 12,548 (5,515) -44.0 % General and administrative 17,056 30,399 (13,343) -43.9 % Depreciation and amortization 3,469 3,704 (235) -6.3 % Loss on impairment of assets – 1,198 (1,198) -100.0 % Total operating expenses 27,558 47,849 (20,291) -42.4 % Income from operations 40,791 7,869 32,922 418.4 % Total other expense (11,663) (15,287) 3,624 23.7 % Income (loss) before income taxes 29,128 (7,418) 36,546 492.7 % Income tax provision (520) (249) (271) -108.8 % Income (loss) from continuing operations 28,608 (7,667) 36,275 473.1 % Income (loss) from discontinued operations, net of tax 96,250 (93,043) 189,293 203.4 % Net income (loss) $ 124,858 $ (100,710) $ 225,568 224.0 % For the year ended December 31, 2025, the net income from continuing operations improved $36,275 to $28,608, as compared to our prior period net loss of $7,667.
Liquidity and Capital Resources Going Concern Our accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.
Liquidity and Capital Resources Liquidity and Going Concern Our accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.
Revenue associated with sales-based or usage-based royalties where the customer is expected to exceed the minimum are recognized in the same period in which the underlying sales or usage occurs. Contract Modifications We occasionally enter into amendments to previously executed contracts that constitute contract modifications.
Revenue associated with sales-based or usage-based royalties where the customer is expected to exceed the minimum guarantees are recognized in the same period in which the underlying sales or usage occurs. Contract Modifications We occasionally enter into amendments to previously executed contracts that constitute contract modifications.
As part of that acquisition consideration, we issued 274,692 shares of our common stock, which was subject to a put option under certain conditions (as further described in Note 16, Fair Value Measurement in our accompanying consolidated financial statements).
As part of that acquisition consideration, we issued 274,692 shares of our common stock, which was subject to a put option under certain conditions (as further described in Note 15, Fair Value Measurement in our accompanying consolidated financial statements).
For the year ended December 31, 2024, net cash used in investing activities was $5,175, consisting of (i) $54 for purchase of property and equipment and (ii) $5,121 for capitalized costs for our Platform.
For the year ended December 31, 2024, net cash used in investing activities was $5,175, consisting of $5,121 for capitalized costs for our Platform and $54 for purchase of property and equipment.
Print Advertising – advertising related revenues for print advertisements are recognized when advertisements are published (defined as an issue’s on-sale date), net of provisions for estimated rebates, rate adjustments, and discounts. Performance Marketing Performance Marketing transactions involve the promotion of other companies’ products and services over the internet through digital advertising platforms.
Print Advertising – advertising related revenues for print advertisements are recognized when advertisements are published (defined as an issue’s on-sale date), net of provisions for estimated rebates, rate adjustments, and discounts. 36 Table of Contents Performance Marketing Performance Marketing transactions involve the promotion of other companies’ products and services over the internet through digital advertising platforms.
Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto impact, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on our business.
Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and in the Middle East and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on our business.
We generate all of our revenue from contracts with customers. We have determined we are the principal in the majority of our transactions with our customers and therefore we generally account for revenue on a gross as compared to a net basis, in our statement of operations.
We have determined we are the principal in the majority of our transactions with our customers and therefore we generally account for revenue on a gross as compared to a net basis, in our statement of operations.
No impairment charges were recorded during the year ended December 31, 2024. 40 Recently Issued Accounting Pronouncements Note 2, Summary of Significant Accounting Policies, in our accompanying consolidated financial statements appearing elsewhere in this Annual Report includes Recently Issued Accounting Pronouncements.
No impairment charges were recorded during the year ended December 31, 2025. Recently Issued Accounting Pronouncements Note 2, Summary of Significant Accounting Policies, in our accompanying consolidated financial statements appearing elsewhere in this Annual Report includes Recently Issued Accounting Pronouncements. Item 7A.
Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.
Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods.
We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) loss on sale of assets; (ix) employee retention credit, (x) employee restructuring payments; and (xi) professional and vendor fees.
We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, and (viii) employee restructuring payments.
General and Administrative The following table sets forth general and administrative expenses from continuing operations: Years Ended December 31, 2024 2023 General and administrative $ 30,399 $ 43,783 General and administrative as a percentage of revenues 24 % 30 % For the year ended December 31, 2024, we incurred general and administrative costs of $30,399 as compared to $43,783 for the year ended December 31, 2023.
General and Administrative The following table sets forth general and administrative expenses from continuing operations: Years Ended December 31, 2025 2024 General and administrative $17,056 $30,399 General and administrative as a percentage of revenues 13 % 24 % For the year ended December 31, 2025, we incurred general and administrative costs of $17,056 as compared to $30,399 for the year ended December 31, 2024.
Some of the limitations are that our non-GAAP measure: ● does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us; ● does not reflect income tax provision or benefit, which is a noncash income or expense; 36 ● does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements; ● does not reflect stock-based compensation and, therefore, does not include all of our compensation costs; ● does not reflect the change in valuation of contingent consideration and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock; ● does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to); ● does not reflect any losses from the impairment of assets, which is a noncash operating expense; ● does not reflect any losses from the sale of assets, which is a noncash operating expense ● does not reflect the employee retention credits recorded by us for payroll related tax credits under the CARES Act; ● does not reflect payments related to employee severance and employee restructuring changes for our former executives; ● does not reflect the professional and vendor fees incurred by us for services provided by consultants, accountants, lawyers, and other vendors, which services were related to certain types of events that are not reflective of our business operations; and ● may not reflect proper non direct cost allocations.
Some of the limitations are that our non-GAAP measure: • does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us; • does not reflect income tax provision or benefit, which is a noncash income or expense; • does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements; • does not reflect stock-based compensation and, therefore, does not include all of our compensation costs; • does not reflect the change in valuation of contingent consideration and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock; 34 Table of Contents • does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to); • does not reflect any losses from the impairment of assets, which is a noncash operating expense; • does not reflect payments related to employee severance and employee restructuring changes for our former executives; and • may not reflect proper non direct cost allocations.
If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities.
If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the amount the carrying value of the reporting unit exceeds its fair value, not to exceed the amount of goodwill allocated to the reporting unit.
We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects. 28 For pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average pageviews.
We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects. For pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average pageviews. RPM is an indicator of yield and pricing driven by both advertising density and demand from our advertisers.
Management monitors and reviews these metrics because such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising revenue and our overall business.
Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream. Management monitors and reviews these metrics because such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising revenue and our overall business.
These assumptions and judgments include estimation of future cash flows, projections of revenue growth and operating margins, which is dependent on internal forecasts, estimation of the long-term rates of growth for our business, estimation of the useful life over which cash flows will occur, determination of a discount rate and the selection of comparable companies and the interpretation of their data.
These assumptions and judgments include estimation of future cash flows, projections of revenue growth and operating margins, which is dependent on internal forecasts, estimation of the long-term rates of growth for our business, estimation of the useful life over which cash flows will occur, determination of a discount rate and the selection of comparable companies and the interpretation of their data as well as a control premium determined by utilizing publicly available data from studies for similar transactions of public companies.
Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners. These adjustments are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically earned evenly over the fiscal year or are recognized upfront if materially different than the actual usage pattern.
These adjustments are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically earned evenly over the fiscal year or are recognized upfront if materially different than the actual usage pattern.
Actual results may differ from these estimates under different assumptions or conditions. 38 Revenue In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.
Revenue In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We generate all of our revenue from contracts with customers.
The decrease in selling and marketing costs of $11,715 is primarily related to decreases in payroll and employee benefits costs of $6,976 due to a reduction in direct sales workforce.
The decrease in selling and marketing costs of $5,515 is primarily related to decreases in payroll and employee benefits costs of $3,446 due to a reduction in direct sales workforce.
The following table reconciles segment gross profit to gross profit: Years Ended December 31, 2024 2023 Segment gross profit $ 69,483 $ 74,453 Arena level activities: Internal cost of content (2,021 ) (2,962 ) Technology costs (5,756 ) (7,436 ) Amortization of developed technology and platform development (5,988 ) (8,782 ) Gross profit $ 55,718 $ 55,273 35 Other Expenses The following table sets forth other expenses: Years Ended December 31, 2024 2023 Change in fair value of contingent consideration $ (313 ) $ (1,010 ) Interest expense, net (14,668 ) (17,965 ) Liquidated damages (306 ) (583 ) Total other expenses $ (15,287 ) $ (19,558 ) Change in Fair Value of Contingent Consideration – the change in fair value of contingent consideration of $313 for the year ended December 31, 2024 represents the change in fair value of the put option on our common stock in connection with the acquisition of Fexy Studios (as further described in Note 4, Acquisitions and Dispositions , in our accompanying consolidated financial statements).
The following table reconciles segment gross profit to gross profit: Years Ended December 31, 2025 2024 Segment gross profit $ 79,426 $ 69,483 Arena level activities Internal cost of content (1,204) (2,021) Technology costs (4,455) (5,756) Amortization of developed technology and platform development (5,418) (5,988) Gross profit $ 68,349 $ 55,718 33 Table of Contents Other Expenses The following table sets forth other expenses: Years Ended December 31, 2025 2024 Change in fair value of contingent consideration $ — $ (313) Interest expense (11,358) (14,668) Liquidated damages (305) (306) Total other expense $ (11,663) $ (15,287) Change in Fair Value of Contingent Consideration – the change in fair value of contingent consideration of $313 for the year ended December 31, 2024 represents the change in fair value of the put option on our common stock in connection with the acquisition of Fexy Studios (as further described in Note 4, Acquisitions and Dispositions , in our accompanying consolidated financial statements).
For the year ended December 31, 2023, net cash used in operating activities was $24,772, consisting primarily of $239,737 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees and professional services, and $12,101 of cash paid for interest, offset by $227,066 of cash received from customers.
For the year ended December 31, 2024, net cash used in operating activities was $16,076, consisting primarily of $147,507 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees, and professional services, and $17,837 of cash paid for interest, offset by $149,268 of cash received from customers.
Our working capital deficit as of December 31, 2024 and 2023 was as follows: As of December 31, 2024 2023 Current assets $ 40,234 $ 90,399 Current liabilities (122,256 ) (236,021 ) Working capital deficit (82,022 ) (145,622 ) As of December 31, 2024, we had a working capital deficit of $82,022, as compared to $145,622 as of December 31, 2023, consisting of $40,234 in total current assets and $122,256 in total current liabilities.
Our working capital surplus (deficit) as of December 31, 2025 and 2024 was as follows: As of December 31, 2025 2024 Current assets $ 35,630 $ 40,234 Current liabilities (17,003) (122,256) Working capital surplus (deficit) 18,627 (82,022) As of December 31, 2025, we had a working capital surplus of $18,627 (consisting of $35,630 in total current assets and $17,003 in total current liabilities), as compared to a working capital deficit of $82,022 as of December 31, 2024.
We calculate net subscription revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed credit card charges. Net subscription revenue is recognized ratably over the subscription periods.
We calculate net subscription revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed credit card charges. Net subscription revenue is recognized ratably over the subscription periods. Unearned revenue relates to payments for subscription fees for which revenue has not been recognized because services have not yet been provided.
See Note 7, Leases , Note 14, Liquidated Damages Payable , and Note 18, Term Debt , in our accompanying consolidated financial statements for amounts outstanding as of December 31, 2024, related to leases, liquidated damages, bridge financing and long-term debt. During 2022, we assumed a lease for office space in Carlsbad, California, that expired in March 2025.
See Note 7, Leases , Note 14, Liquidated Damages Payable , and Note 17, Term Debt , in our accompanying consolidated financial statements for amounts outstanding as of December 31, 2025, related to leases, liquidated damages, bridge financing and long-term debt.
Interest expense includes $658 and $2,378 for amortization of debt discounts for the years ended December 31, 2024 and 2023, respectively, as presented in our consolidated statements of cash flows, which are noncash items.
Interest expense includes $142 and $658 for amortization of debt costs for the years ended December 31, 2025 and 2024, respectively, as presented in our consolidated statements of cash flows, which are noncash items. Investors should note that interest expense will recur in future periods.
We utilize a third-party source, Google Analytics, to confirm this traffic data. As described above, these key operating metrics are critical for management as they provide insights into our digital advertising revenue generation and overall business performance.
As described above, these key operating metrics are critical for management as they provide insights into our digital advertising revenue generation and overall business performance.
We base our estimates for returns on historical experience and current marketplace conditions. Licensing and Publisher Revenue Content licensing-based revenues and publisher revenues, primarily revenue shares and license exclusivity agreements, are accrued generally monthly or quarterly based on a sales-based or usage-based royalty promised in exchange for a license of intellectual property.
Licensing and Publisher Revenue Content licensing-based revenues and publisher revenues, primarily revenue shares and license exclusivity agreements, are accrued generally monthly or quarterly based on a sales-based or usage-based royalty promised in exchange for a license of intellectual property. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners.
(4) Change in fair value of contingent consideration represents the change in the put option on our common stock in connection with the acquisition of Fexy Studios.
Investors should also note that such expenses will recur in the future. 35 Table of Contents (4) Change in fair value of contingent consideration represents the change in the put option on our common stock in connection with the acquisition of Fexy Studios.
The following table presents a reconciliation of Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure, for the periods indicated: Years Ended December 31, 2024 2023 Net loss $ (100,710 ) $ (55,582 ) Loss from discontinued operations, net of tax 93,043 18,367 Loss from continuing operations (7,667 ) (37,215 ) Add (deduct): Interest expense, net (1) 14,668 17,965 Income tax provision (benefit) 249 197 Depreciation and amortization (2) 9,692 13,025 Stock-based compensation (3) 2,425 16,292 Change in fair value of contingent consideration (4) 313 1,010 Liquidated damages (5) 306 583 Loss on impairment of assets (6) 1,198 119 Loss on sale of assets (7) - 325 Employee retention credit (8) - (3,890 ) Employee restructuring expenses (9) 5,776 3,570 Professional and vendor fees (10) - 1,194 Adjusted EBITDA $ 26,960 $ 13,175 (1) Interest expense is related to our capital structure and varies over time due to a variety of financing transactions.
The following table presents a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure, for the periods indicated: Years Ended December 31, 2025 2024 Net income (loss) $ 124,858 $ (100,710) Less: Income (loss) from discontinued operations 96,250 (93,043) Income (loss) from continuing operations 28,608 (7,667) Add: Interest expense (net) (1) 11,358 14,668 Income taxes 520 249 Depreciation and amortization (2) 8,887 9,692 Stock-based compensation (3) 485 2,425 Change in valuation of contingent consideration (4) – 313 Liquidated damages (5) 305 306 Loss on impairment of assets (6) – 1,198 Employee restructuring payments (7) 1,344 5,776 Adjusted EBITDA $ 51,507 $ 26,960 (1) Interest expense is related to our capital structure and varies over time due to a variety of financing transactions.
Segment Revenue We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform. Additionally, certain expenses are not allocated to our segments because they represent Arena-level activities.
Segment Revenue We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform & Other. Additionally, certain expenses are not allocated to our segments because they represent Arena-level activities. The brand Men's Journal is organized under the subject matter vertical of Sports & Leisure for the year ending December 31, 2025.
A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract and the creation of a new contract, or a cumulative catch-up basis.
A contract modification not meeting both criteria is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract and the creation of a new contract, or a cumulative catch-up basis. 37 Table of Contents Platform Development For the years presented, substantially all of our technology expenses are development costs for our Platform that were expensed as incurred or capitalized as intangible costs.
Revenue and Gross Profit The following table sets forth revenue, cost of revenue, and gross profit from continuing operations: Years Ended December 31, 2024 versus 2023 2024 2023 $ Change % Change Revenue $ 125,907 $ 143,630 $ (17,723 ) -12.3 % Cost of revenue 70,189 88,357 (18,168 ) -20.6 % Gross profit $ 55,718 $ 55,273 $ 445 0.8 % For the year ended December 31, 2024, we had gross profit of $55,718, as compared to $55,273 for the year ended December 31, 2023, an increase of $445.
Revenue and Gross Profit The following table sets forth revenue, cost of revenue, and gross profit from continuing operations: Years Ended December 31, 2025 versus 2024 2025 2024 $ Change % Change Revenue $ 134,828 $ 125,907 $ 8,921 7.1 % Cost of revenue 66,479 70,189 (3,710) -5.3 % Gross profit $ 68,349 $ 55,718 $ 12,631 22.7 % For the year ended December 31, 2025, we had gross profit of $68,349, as compared to $55,718 for the year ended December 31, 2024, an increase of $12,631.
Cost of Revenue The following table sets forth cost of revenue from continuing operations by category: Years Ended December 31 2024 2023 External cost of content $ 20,248 $ 27,093 Internal cost of content 26,103 27,131 Technology costs 16,701 21,376 Printing, distribution and fulfillment costs 890 3,602 Amortization of developed technology and platform development 5,988 8,782 Other 259 373 Total cost of revenue $ 70,189 $ 88,357 Total cost of revenues as a percentage of revenues 56 % 62 % For the year ended December 31, 2024, we recognized cost of revenue of $70,189, as compared to $88,357 for the year ended December 31, 2023, representing an increase of $18,168.
Cost of Revenue The following table sets forth cost of revenue from continuing operations by category: Years Ended December 31, 2025 2024 External cost of content $ 22,820 $ 20,248 Internal cost of content 23,598 26,103 Technology costs 14,280 16,701 Printing, distribution and fulfillment costs (107) 890 Other 5,888 6,247 Total cost of revenue $ 66,479 $ 70,189 Total cost of revenues as a percentage of revenues 49% 56% For the year ended December 31, 2025, we recognized cost of revenue of $66,479, as compared to $70,189 for the year ended December 31, 2024, representing a decrease of $3,710.
Off-Balance Sheet Arrangements None. 30 Material Contractual Obligations We have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts, consulting agreements, leases, liquidated damages, debt and related interest payments.
Material Contractual Obligations We have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts, consulting agreements, leases, liquidated damages, debt and related interest payments. Purchase obligations consist of contracts primarily related to merchandise, equipment, and third party services, the majority of which are due in the next 12 months.
This reflected a decrease in print revenue of $8,434 due primarily to the shutdown of Athlon Outdoor print operations and a 6.9% decrease in digital revenue from $134,123 for the year ended December 31, 2023 to $124,834 for the year ended December 31, 2024 driven primarily by the cessation of publishing of the FanNation sites in early 2024.
This reflected a decrease in print revenue of $52 due primarily to the shutdown of Athlon Outdoor print operations and a 7.2% increase in digital revenue from $124,834 for the year ended December 31, 2024 to $133,807 for the year ended December 31, 2025.
Our cash flows during the years ended December 31, 2024 and 2023 consisted of the following: Years Ended December 31, 2024 2023 Net cash used in operating activities $ (16,076 ) $ (24,772 ) Net cash used in investing activities (5,175 ) (3,212 ) Net cash provided by financing activities 16,329 22,895 Net (decrease) in cash, cash equivalents, and restricted cash $ (4,922 ) $ (5,089 ) Cash, cash equivalents, and restricted cash, end of year $ 4,362 $ 9,284 For the year ended December 31, 2024, net cash used in operating activities was $16,076, consisting primarily of $147,507 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $17,837 of cash paid for interest, offset by $149,268 of cash received from customers.
As of December 31, 2024, our working capital deficit consisted of $40,234 in total current assets and $122,256 in total current liabilities. 28 Table of Contents Our cash flows during the years ended December 31, 2025 and 2024 consisted of the following: As of December 31, 2025 2024 Net cash provided by (used in) operating activities $ 39,246 $ (16,076) Net cash used in investing activities (9,590) (5,175) Net cash (used in) provided by financing activities (23,680) 16,329 Net increase (decrease) in cash and cash equivalents $ 5,976 $ (4,922) Cash and cash equivalents, end of period $ 10,338 $ 4,362 For the year ended December 31, 2025, net cash provided by operating activities was $39,246, consisting primarily of $89,496 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $11,551 of cash paid for interest, offset by $140,293 of cash received from customers.
Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end. We owe our independent Publisher Partners a revenue share of the advertising revenue earned, which is recorded as service costs in the same period in which the associated advertising revenue is recognized.
Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end.
RPM is an indicator of yield and pricing driven by both advertising density and demand from our advertisers. Monthly average pageviews are measured across all properties hosted on the Platform and provide us with insight into volume, engagement and effective page management and are therefore our primary measure of traffic.
Monthly average pageviews are measured across all properties hosted on the Platform and provide us with insight into volume, engagement and effective page management and are therefore our primary measure of traffic. We utilize a third-party source, Google Analytics, to confirm this traffic data.
Investors should note that interest expense will recur in future periods. 37 (2) Depreciation and amortization related to our developed technology and Platform is included within cost of revenue of $5,988 and $8,782, for the years ending December 31, 2024 and 2023, respectively, and depreciation and amortization is included within operating expenses of $3,704 and $4,243 for the years ending December 31, 2024 and 2023, respectively.
(2) Depreciation and amortization related to our developed technology and Platform is included within cost of revenue and totaled $5,418 and $5,988 for the years ending December 31, 2025 and 2024, respectively.
The $13,384 decrease in general and administrative expenses is primarily due to decreases in stock-based compensation of $9,495, and payroll and related expenses of $2,987 as a result of headcount and consulting spend reductions, and a decrease in other general and administrative expenses of $851; partially offset by an increase in professional services, including accounting, legal and insurance of $51.
The $13,343 decrease in general and administrative expenses is primarily driven by a $4,219 reduction in payroll and related expenses as a result of headcount reductions, a $4,921 decline in professional services including accounting, legal and insurance, a $1,039 decrease in stock-based compensation, and a reduction in other general and administrative expenses of $3,164.
These decreases were partially offset by an increase in performance marketing revenue that increased by $7,478 due to growth of our affiliate partner network and expansion of the performance marketing model across our portfolio and an increase in other digital revenue of $3,690.
The increase in gross profit was driven by an increase in publisher revenue due to expansion of our publisher revenue network and an increase in brand participation in our publisher revenue model, and an increase in performance marketing revenue due to growth of our affiliate partner network and expansion of the performance marketing model across the portfolio.
Income Taxes Income Taxes – for the years ended December 31, 2024 and 2023, we recorded an income tax provision of $249 and $197, respectively, primarily related to tax deductible goodwill. For further details refer to Note 23, Income Taxes , in our accompanying consolidated financial statements.
Liquidated Damages – we recorded liquidated damages of $305 for the year ended December 31, 2025, as compared to $306 for the year ended December 31, 2024. Income Taxes Income Taxes – for the years ended December 31, 2025 and 2024, we recorded an income tax provision of $520 and $249, respectively, primarily related to tax deductible goodwill.
Our consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. For the year ended December 31, 2024, we incurred a net loss from continuing operations of $7,667, and as of December 31, 2024, had cash on hand of $4,362.
Our consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. In the year ended December 31, 2024, we disclosed that substantial doubt existed regarding our ability to continue as a going concern due to recurring losses, a working capital deficit, and limited liquidity.
In addition, as of December 31, 2024, we had $39,349 available for additional use under our working capital loan with Simplify. As of December 31, 2024, the outstanding balance of the Simplify working capital loan was $10,651. Our cash balance as of the issuance date of our accompanying consolidated financial statements was $3,556.
As of December 31, 2025, the outstanding balance of the Simplify working capital loan was $0. Our cash balance as of the issuance date of our accompanying consolidated financial statements was $13,272.
In addition, there were decreases in professional marketing services of $2,139, advertising costs of $887, circulation costs of $906, and stock-based compensation of $1,011; partially offset by other selling and marketing expenses of $204.
In addition, there were a decrease in advertising costs of $1,453, a decrease in other selling and marketing expenses of $250, a decrease in circulation costs of $241, and a decrease in stock-based compensation of $138.
Cost of revenue for the year ended December 31, 2024 was impacted by decreases in printing, distribution and fulfillment costs of $2,712 due to the shutdown of Athlon Outdoor print operations, a decrease in the amortization of developed technology and platform development costs of $2,794, a decrease in technology costs of $4,675, internal cost of content of $1,028, and external cost of content of $6,845 driven by the cessation of publishing of FanNation sites in early 2024, and a decrease in other costs of revenue of $114. 33 Operating Expenses Selling and Marketing The following table sets forth selling and marketing expenses from continuing operations: Years Ended December 31, 2024 2023 Selling and marketing $ 12,548 $ 24,263 Selling and marketing as a percentage of revenues 10 % 17 % For the year ended December 31, 2024, we incurred selling and marketing costs of $12,548 as compared to $24,263 for the year ended December 31, 2023.
Cost of revenue for the year ended December 31, 2025 was impacted by an increase in external cost of content of $2,572 reflecting the variable nature of these expenses which fluctuate proportionally to digital advertising revenues, a $2,505 reduction in internal content costs due to efficiencies gained from a smaller internal editorial team enabled by our entrepreneurial publishing model, a $2,421 decrease in technology cost resulting from cost rationalization and reduced outside spend, a $997 decrease in printing, distribution and fulfillment costs due to the shutdown of Athlon Outdoor print operations, and other cost reductions of $359. 31 Table of Contents Operating Expenses Selling and Marketing The following table sets forth selling and marketing expenses from continuing operations: Years Ended December 31, 2025 2024 Selling and marketing $ 7,033 $ 12,548 Selling and marketing as a percentage of revenues 5 % 10 % For the year ended December 31, 2025, we incurred selling and marketing costs of $7,033 as compared to $12,548 for the year ended December 31, 2024.
Interest Expense – we incurred interest expense, net of $14,668 for the year ended December 31, 2024, as compared to $17,965 for the year ended December 31, 2023. The decrease in interest expense of $3,297 was primarily from lower amortization of debt costs and lower interest charges on the line of credit.
Interest Expense – we incurred interest expense of $11,358 for the year ended December 31, 2025, as compared to $14,668 for the year ended December 31, 2024. The $3,310 decrease in interest expense reflects lower interest charges following repayments of the Simplify Loan throughout 2025. The Simply Loan was fully repaid as of December 31, 2025.
Future Debt Obligations – As of December 31, 2024, our future contractual debt obligations were $121,342, with $10,651 maturing on December 1, 2026 and $110,691 maturing on December 31, 2026.
As of December 31, 2024, the balance outstanding on the Simplify Loan was $10,651. Future Debt Obligations – As of December 31, 2025, our future contractual debt obligations were $97,578 maturing on December 31, 2027.
Unearned revenue relates to payments for subscription fees for which revenue has not been recognized because services have not yet been provided. 39 Print Revenue Print revenue includes single copy sales at newsstands. Single copy revenue is recognized on the publication’s on-sale date, net of provisions for estimated returns.
Print Revenue Print revenue includes single copy sales at newsstands. Single copy revenue is recognized on the publication’s on-sale date, net of provisions for estimated returns. We base our estimates for returns on historical experience and current marketplace conditions.
The following table sets forth revenue from continuing operations by category: Years Ended December 31, 2024 2023 Digital revenue: Digital advertising $ 93,008 $ 106,282 Digital subscriptions 7,800 11,956 Licensing and Publisher Revenue 7,914 10,941 Performance Marketing 10,927 3,449 Other digital revenue 5,185 1,495 Total digital revenue 124,834 134,123 Print revenue 1,073 9,507 Total revenue $ 125,907 $ 143,630 For the year ended December 31, 2024, total revenue decreased $17,723, or a 12.3% decrease, to $125,907 from $143,630 for the year ended December 31, 2023.
The combination of these factors resulted in improved efficiency and margin expansion. 30 Table of Contents The following table sets forth revenue from continuing operations by category: Years Ended December 31, 2025 versus 2024 2025 2024 $ Change % Change Digital revenue: Digital advertising $ 86,944 $ 93,008 $ (6,064) -6.5 % Digital subscriptions 5,848 7,800 (1,952) -25.0 % Publisher Revenue 19,492 7,914 11,578 146.3 % Performance Marketing 19,639 10,927 8,712 79.7 % Other digital revenue 1,884 5,185 (3,301) -63.7 % Total digital revenue 133,807 124,834 8,973 7.2 % Print revenue 1,021 1,073 (52) -4.8 % Total revenue $ 134,828 $ 125,907 $ 8,921 7.1 % For the year ended December 31, 2025, total revenue increased $8,921, or a 7.1% increase, to $134,828 from $125,907 for the year ended December 31, 2024.
Debt Financings and Obligations The following table summarizes information about our term debt: As of December 31, 2024 2023 Total debt obligations, gross $ 121,342 $ 130,300 Weighted-average interest rate 10.4 % 10.5 % Weighted-average term (in months) (1) 24 N/A Simplify Loan facility capacity (2) $ 50,000 $ - Simplify Loan facility availability $ 39,349 $ - (1) As of December 31, 2023, the term debt (further details are provided in our accompanying consolidated financial statements in Note 18, Term Debt ) was currently due as a result of an event of default that was subsequently resolved.
Debt Financings and Obligations The following table summarizes information about our term debt: As of December 31, 2025 2024 Total debt obligations, gross $ 97,691 $ 121,342 Weighted-average interest rate 10.8% 10.4% Weighted-average term (in months) 24 24 Simplify Loan facility capacity $ 25,000 $ 50,000 Simplify Loan facility availability $ 25,000 $ 39,349 27 Table of Contents Debt Activity Our debt activity during the year ended December 31, 2025 was as follows: • On December 31, 2025, the Company entered into Amendment No. 2 to Loan Documents with Simplify, which reduced the maximum principal amount available under the Simplify Loan to $25,000 and extended the maturity date to December 1, 2027.
As of December 31, 2024, the balance outstanding on the Simplify Loan was $10,651. ● We repaid $20,027 under our line of credit. Our debt activity during the year ended December 31, 2023 was as follows: ● We borrowed $8,000 under our Bridge Notes. ● We drew down $5,517 under our line of credit.
As of December 31, 2025, nothing was outstanding on the Simplify Loan. • During the year ended December 31, 2025, we repaid $10,651 under our line of credit. • During the year ended December 31, 2025, we extended the maturities for our Term Debt (as defined in the notes to consolidated financial statements) to December 31, 2027 and made a $13,000 curtailment payment.
Platform – increase of $4,687 is driven by an increase in digital advertising and other revenues. 34 Segment Gross Profit The following table sets forth segment gross profit: Years Ended December 31, 2024 2023 Gross profit: Sports and leisure $ 20,089 $ 33,326 Finance 18,348 17,064 Lifestyle 24,656 22,030 Platform 6,390 2,033 Segment gross profit $ 69,483 $ 74,453 Sports & Leisure – decrease of $13,237 is due to the cessation of publishing of FanNation sites in early 2024 and the shutdown of Athlon Outdoor print operations partially offset by the growth of Athlon Sports.
Segment Gross Profit The following table sets forth segment gross profit: Years Ended December 31, 2025 2024 Gross profit: Sports and leisure $ 29,269 $ 24,392 Finance 24,990 18,348 Lifestyle 22,606 20,353 Platform and other 2,561 6,390 Segment gross profit $ 79,426 $ 69,483 Sports & Leisure – increase of $4,877 or 20.0%, driven by growth in high-margin publisher and performance marketing revenue streams.
If we are unable to execute these plans, it could lead to selling assets and further reducing costs and cash requirements. 29 Cash and Working Capital Facility As of December 31, 2024, our principal sources of liquidity consisted of cash of $4,362 and accounts receivable from continuing operations, net of our allowance for credit losses, of $31,115.
Cash and Working Capital Facility As of December 31, 2025, our principal sources of liquidity consisted of cash of $10,338 and accounts receivable from continuing operations, net of our allowance for credit losses, of $22,270. In addition, as of December 31, 2025, we had $25,000 available for additional use under our working capital loan with Simplify.
The following table sets forth revenue by segment: Years Ended December 31, 2024 2023 Segment revenue: Sports & Leisure $ 42,449 $ 65,984 Finance 27,734 29,638 Lifestyle 39,865 36,836 Platform 15,859 11,172 Total revenue $ 125,907 $ 143,630 Sports & Leisure – decrease of $23,535 is due to the cessation of publishing of FanNation sites in early 2024 and the shutdown of Athlon Outdoor print operations partially offset by the growth of Athlon Sports.
The following table sets forth revenue by segment: Years Ended December 31, 2025 2024 Segment revenue: Sports and leisure $ 47,321 $ 50,831 Finance 38,250 27,734 Lifestyle 37,996 31,483 Platform and other 11,261 15,859 Total Revenue $ 134,828 $ 125,907 Sports & Leisure – decrease of $3,510 was driven by a $6,064 decrease in digital advertising revenue due to the cessation of publishing FanNation sites in early 2024 partially offset by an increase in publisher revenue due to expansion of our 32 Table of Contents publisher revenue network and an increase in performance marketing revenue due to growth of our affiliate partner network and expansion of the performance marketing model within the Sport & Leisure vertical.
As of December 31, 2024 we remained responsible for $360 for the remaining lease term. We entered into two subleases that will pay us an aggregate of $36, net of security deposits, through March 2025. Working Capital Deficit We have financed our working capital requirements since inception through issuances of equity securities and various debt financings.
Working Capital Surplus (Deficit) We have financed our working capital requirements since inception through issuances of equity securities and various debt financings.
(6) Loss on impairment of assets represents certain assets that are no longer useful. (7) Loss on sale of assets represents non-recurring losses for sale of assets. (8) Employee retention credit represents payroll related tax credits under the CARES Act.
(6) Loss on impairment of assets represents certain assets that are no longer useful. (7) Employee restructuring payments represents severance payments to employees under employer restructuring arrangements for the years ended December 31, 2025 and 2024, respectively.
In its evaluation, management determined that substantial doubt exists about our ability to continue as a going concern for a one-year period following the financial statement issuance date due to the net loss from continued operations and working capital deficit. There can be no assurance that we will be able to execute plans to rectify the recurrence of net losses.
Accordingly, management has determined that there is no longer substantial doubt about our ability to continue as a going concern for at least one year from the date the financial statements are issued.
Liquidated Damages – we recorded liquidated damages of $306 for the year ended December 31, 2024, as compared to $583 for the year ended December 31, 2023.
Gross profit percentage for the year ended December 31, 2025 was 50.7%, as compared to 44.3% for the year ended December 31, 2024.
The primary drivers of the decrease include a $13,274 decrease in our digital advertising revenue driven primarily by the cessation of publishing of FanNation sites in early 2024, a decrease in our digital subscriptions of $4,156 due to a decline in subscribers.
Th ese increases were partially offset by a $6,064 decrease in our digital advertising revenue driven by the cessation of publishing FanNation sites in early 2024, and a decrease in other digital revenue of $3,301 due to the impact of a licensing agreement that was recognized in the year ended December 31, 2024.
For the year ended December 31, 2023, net cash used in investing activities was $3,212, consisting of $3,773 for capitalized costs for our Platform and $500 for the acquisition of a business, offset by $1,061 from the sale of assets. 31 For the year ended December 31, 2024, net cash provided by financing activities was $16,329, primarily consisting of (i) $561 for the payment of the contingent consideration, (ii) $20,027 from repayment of our line of credit with SLR Digital Finance LLC (“SLR”) (iii) $534 for tax payments relating to the withholding of shares of common stock for certain employees and (iv) $200 payment of deferred cash payments for an acquisition, less (v) $12,000 in net proceeds from the common stock private placement, and (vi) $25,651 in net proceeds from our working capital loan with Simplify.
For the year ended December 31, 2025, net cash used in financing activities was $23,680, primarily consisting of (i) $13,000 curtailment payment of our term debt, (ii) $10,651 repayment of the Simplify Loan, (iii) $29 f or tax payments relating to the withholding of shares of common stock for certain employees.
Removed
Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream. As indicated in the Results of Operations section below for the year ended December 31, 2024, digital advertising revenue decreased by approximately 13%, as compared to the same period in fiscal 2023.
Added
For the years ended December 31, 2025 and 2024 , our RPM was $23.84 and $23.31, respectively. The 2% increase in RPM reflects favorable pricing in the digital display advertising market compared to the prior year. For the years ended December 31, 2025 and 2024 , our monthly average pageviews were 304,387,756 and 332,913,662, respectively.
Removed
For the years ended December 31, 2024 and 2023, our RPM was $23.31 and $21.35, respectively. The 9% increase in RPM reflects an increase in video advertising as a percentage of total digital advertising as digital video advertising is sold at a significantly higher price than digital display advertising.
Added
The 9% decline in monthly average pageviews was driven by the cessation of FanNation operations in March 2024. Excluding impact from changes with FanNation sites, organic pageviews remained relatively stable compared to the prior year. 26 Table of Contents Impact of Macroeconomic Conditions Uncertainty in the global economy presents significant risks to our business.
Removed
For the years ended December 31, 2024 and 2023, our monthly average pageviews were 332,913,662 and 394,441,158, respectively. The 16% decrease in monthly average pageviews is primarily driven by the cessation of publishing of FanNation sites in early 2024 . All dollar figures presented below are in thousands unless otherwise stated.
Added
The previously disclosed working capital deficit existed due to the classification of our outstanding debt as a current liability and the accrual of several liabilities from discontinued operations (see Note 3 to the consolidated financial statements).
Removed
Impact of Macroeconomic Conditions Uncertainty in the global economy presents significant risks to our business.
Added
We continue to improve our financial performance through revenue growth and reduction of costs and monthly cash requirements, and to maintain compliance with the terms of all outstanding debt agreements, and have taken actions to resolve current and potential future liabilities, such as resolving pending litigation.
Removed
Management has evaluated our current and historical net losses from continuing operations to determine if the significance of those conditions or events would limit our ability to meet our obligations when due, including under the Loan Documents and Simplify Loan (see Notes 17 and 18).
Added
We reported consecutive profitable results in the third and fourth quarters of 2024 and throughout 2025. As a result of these developments, which primarily reflect improvements achieved during 2024 and 2025, management has concluded that the conditions that previously raised substantial doubt about our ability to continue as a going concern no longer exist.
Removed
(2) As of December 31, 2024, the Simplify Loan facility has a maturity date of December 1, 2026. Debt Activity – During the year ended December 31, 2024, we took steps to extend our debt maturities.
Added
All other material terms and conditions of the Simplify Loan, as previously disclosed, remain unchanged.
Removed
Purchase obligations consist of contracts primarily related to merchandise, equipment, and third party services, the majority of which are due in the next 12 months.
Added
For the year ended December 31, 2025, net cash used in investing activities was $9,590, consisting of (i) $2,550 for purchase of intangible assets and (ii) $7,040 for capitalized costs for our Platform.
Removed
As of December 31, 2023, our working capital deficit consisted of $90,399 in total current assets and $236,021 in total current liabilities.
Added
This improvement was primarily due to a $20,291 decrease in operating expenses and an $8,921 increase in revenue. These changes reflect the impact of adopting the entrepreneurial publishing model, whereby Expert Contributors are compensated based on a variable RPM share, throughout the portfolio and cost-savings initiatives including reductions in headcount, consulting spend and other operating cos ts.
Removed
For the year ended December 31, 2023, net cash provided by financing activities was $22,895, consisting primarily of $11,333 (excluding accrued offering costs of $167) in net proceeds from the public offering of common stock, $5,517 from borrowings under our Arena Credit Agreement, $7,543 (excluding debt issuance costs of $457) in net proceeds from issuance of our bridge notes; offset by $1,423 tax payments relating to the withholding of shares of common stock for certain employees, and $75 payment of deferred cash payments for an acquisition.
Added
In addition, the increase in gross profit percentage is attributable to the ability to scale costs under the variable cost structure associated with the entrepreneurial publishing model along with reductions in fixed cost, particularly internal cost of content.

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