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What changed in Arena Group Holdings, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Arena Group Holdings, Inc.'s 2023 and 2024 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 2024 report.

+270 added−273 removedSource: 10-K (2025-04-15) vs 10-K (2024-04-01)

Top changes in Arena Group Holdings, Inc.'s 2024 10-K

270 paragraphs added · 273 removed · 158 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur vertical model consists of (i) acquiring or partnering with powerful brands that can offer our audience custom content and domain authority, (ii) forming key strategic partnerships with like-minded partners of high-quality content, (iii) partnering with entrepreneurial publishers to drive local content at variable cost tied to performance, and (iv) growing our Publisher Partners on our network to expand our content offerings and add scale to the ecosystem.
Biggest changeTo 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.
Our 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.
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.
TheStreet 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.
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.
In each vertical, we seek to build around leading brands, such as FanNation, 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.
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.
Our strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports 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”).
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”).
Our registered trademarks are all subject to maintenance or renewal at various times through 2033. We will continue to file updated trademark applications in the United States and abroad to reflect our branding evolution and to continue strengthening our trademark portfolio as financial resources permit. From time to time, we also expect to file additional patents and copyrights.
Our registered trademarks are all subject to maintenance or renewal at various times through 2034. We will continue to file updated trademark applications in the United States and abroad to reflect our branding evolution and to continue strengthening our trademark portfolio as financial resources permit. From time to time, we also expect to file additional patents and copyrights.
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 40 owned and operated properties as well as properties we run on behalf of independent Publisher Partners.
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.
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 and an acquisition program provides us with a basis to compete effectively for market share in terms of ad spend and membership revenue.
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.
On September 20, 2021, we re-branded to “The Arena Group.” Effective on February 8, 2022, we changed our legal name to The Arena Group Holdings, Inc. in conjunction with filing a Certificate of Amendment and Certificate of Corrections with the State of Delaware.
On September 20, 2021, we rebranded to “The Arena Group.” Effective on February 8, 2022, we changed our legal name to The Arena Group Holdings, Inc. in conjunction with filing a Certificate of Amendment and Certificate of Corrections with the State of Delaware.
As of December 31, 2023, we had seven issued patents in the United States, all expiring by 2033. As of December 31, 2023, 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 1,600 registered domain names.
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.
On November 4, 2016, the parties consummated a re-capitalization pursuant to the Share Exchange Agreement and, as a result, Maven Network became a wholly owned subsidiary of Integrated. Integrated changed its name to theMaven, Inc. on December 2, 2016.
On November 4, 2016, the parties consummated a recapitalization pursuant to the Share Exchange Agreement and, as a result, Maven Network became a wholly owned subsidiary of Integrated. Integrated changed its name to theMaven, Inc. on December 2, 2016.
Criteria include whether the revenue was from direct or programmatic 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 whether the revenue was derived from affiliate links.
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.
Our Brands and Growth Strategy Our business model is to grow our Platform audience while striving to diversify revenue and drive gross margin 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.
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. 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.
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.
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, 2023, we also owned approximately 160 U.S. trademark registrations, 29 pending U.S. trademark applications, and 89 issued foreign trademark registrations and 16 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, 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.
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; 4 ● 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.
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.
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 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.
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.
We own and operate TheStreet, The Spun, Parade, and Men’s Journal and power more than 320 independent Publisher Partners, including the many sports team sites that comprise FanNation. 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.
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.
Human Capital Resources Our total number of employees as of December 31, 2023 was 448, of which 441 were full-time employees and seven were part-time employees.
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.
There are conflicting interpretations of adopted law in the digital media industry, and given the lack of guidance to date on many of these issues, our compliance posture on some issues might not be accepted by the State of California. 9 In addition to the laws of the United States, we may be subject to foreign laws regulating web sites and online services that in some jurisdictions are stricter than the laws in the United States.
There are conflicting interpretations of adopted law in the digital media industry, and given the lack of guidance to date on many of these issues, our compliance posture on some issues might not be accepted by the State of California.
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.
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.
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.
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.
Parade We acquired Parade, a premium-branded company in April 2022 which helped to expand our digital audience reach. Parade has become the anchor of our new lifestyle vertical, and Athlon Sports, one of Parade’s premium-brands, has expanded our sports vertical.
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.
The primary means of expansion is adding independent Publisher Partners or acquiring publishers that have premium branded content and can broaden the reach and impact of the Platform.
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.
Athlon Sports was acquired by us 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. We leveraged its expertise and appeal on-line as part of our sports vertical and today it is a significant part of our digital sports presence.
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.
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.
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.
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. 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.
HubPages HubPages enhances the user’s experience by including content from individual creators to the HubPages network of premium content channels that are owned and operated by Arena.
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.
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.
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.
The iconic brands leading each of our verticals, such as Athlon Sports, FanNation, The Spun, TheStreet and Men’s Journal, leverage this playbook to deliver a highly engaging and effective experience for our users, advertisers and subscribers. 8 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.
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.
Seasonality We experience seasonality as a result of advertising seasonality, sports seasons and major sporting events. Advertising typically peaks in the fourth quarter of our fiscal year as advertisers tend to concentrate their budgets during the holiday season.
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.
GDPR also convers 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.
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.
Also driving the expansion in the sports vertical was the addition of The Spun and Athlon Sports. 5 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. The Spun focuses on the social media aspect of the industry.
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.
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. 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.
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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Our software engineering and product development teams are experienced at delivering these services at scale. 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.
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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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Specifically, our growth initiatives include: (i) increasing syndication of the content on our Platform through the re-publishing the content on third party websites, (ii) offering of podcasts and e-commerce through our Platform, (iii) acquiring or developing new verticals for our users, and (iv) continuing to identify and partner with new Publisher Partners.
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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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Sports Vertical In 2019, we launched our sports vertical by entering into a Licensing Agreement (as described below) with Authentic Brands Group (“ABG”), pursuant to which we were granted the exclusive right and license in the United States, Canada, Mexico, the United Kingdom, Republic of Ireland, Australia, and New Zealand to operate the Sports Illustrated print and digital media business under the Sports Illustrated brand.
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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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While continuing to evolve and expand the sports business and leverage the Sports Illustrated brand, in October 2020 we launched FanNation, a curated collection of independent sports journalists, each focused on a single professional or leading collegiate sports team. FanNation and other sports Publisher Partners helped to more than triple pageviews in our sports vertical from 2020 to 2023.
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Our software engineering and product development teams are experienced at delivering these services at scale.
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In 2023 our sports Publisher Partners represented more than double the traffic of Sports Illustrated internet domains.
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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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As further described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K, in connection with our failure to make a quarterly payment due ABG pursuant to the Licensing Agreement for the Sports Illustrated media business, of approximately $3,750,000, on January 18, 2024, ABG notified the Company of its intention to terminate our Licensing Agreement, effective immediately, for the Sports Illustrated media business, dated June 14, 2019, by and between us and ABG (as amended to date, the “Licensing Agreement”).
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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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Upon such termination, 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.
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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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In addition, upon termination of the Licensing Agreement, all outstanding and unvested warrants to purchase shares of our common stock issued to ABG in connection with the Licensing Agreement became immediately vested and exercisable.
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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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On March 18, 2024, ABG announced it had reached an agreement in principle with a third party that will become the new operator of the Sports Illustrated media business.
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Seasonality We experience seasonality in our business as a result of typical seasonal spending trends in the advertising industry due to consumer behavior and market activity throughout the year. These seasonal trends are driven by calendar or commercial events that happen annually including holidays, weather, school terms, sports seasons and major sporting events.
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We are engaging in continuing discussions with ABG and the third party regarding the timing and terms of the transition of the Sports Illustrated component of the business to the aforementioned third party. We will continue to operate our sports vertical led by FanNation, The Spun, Athlon Sports, and the other sports Publisher Partners.
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Seasonality can be viewed between our fiscal quarters. The first quarter of the calendar year is notably our most challenging quarter for revenue performance. During this quarter, advertisers are planning their budgets and current year spend and consumer spending declines after the holidays. As a result, Revenue per Page View (“RPM”) is typically lowest during the first quarter.
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In the fourth quarter of 2022, we discontinued the Parade print business, including the print operations of Parade, and the Relish and Spry Living print products that were acquired as part of the Parade acquisition. See Note 3, Discontinued Operations in our accompanying consolidated financial statements for additional information.
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During the second quarter of the calendar year, we typically see advertisers starting to spend their budgets more actively, which results in RPMs starting to recover. Summer is traditionally a quiet season, as people spend more time outdoors and less time online resulting in lower revenue in the third quarter.
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Men’s Journal We acquired the digital assets of Men’s Journal from Weider Publications, a subsidiary of A360 Media, LLC in December 2022 to supplement our growing lifestyle vertical. This suite of digital assets provides our audience with access to premium active lifestyle brands including Men’s Journal, Men’s Fitness, Surfer, Powder, Bike, SKATEboarding, Snowboarder and NewSchoolers.
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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.
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As of December 31, 2023 approximately 18% of our workforce, or 82 employees, is represented by a union named The NewsGuild of New York, CWA Local 31003 (the “Guild”) pursuant to a binding Memorandum of Agreement executed by and between the Guild and The Arena Media Brands, LLC (“Arena Media”) on December 31, 2021 (the “MOA”), which covers Sports Illustrated editorial staff.
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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 MOA addresses the terms of employment for covered employees and non-employees regarding, among other things, wages, raises, bonuses, severances, benefits, discipline and the like.
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In addition to the laws of the United States, we may be subject to foreign laws regulating web sites and online services that in some jurisdictions are stricter than the laws in the United States.
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We incorporated the terms of the MOA into our fiscal 2023 employment practices. 7 In January 2024, we announced a reduction to our workforce of approximately one-third of our employees in order to reduce costs and achieve profitability. This included all 82 employees represented by the Guild.
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Diversity, Equity, and Inclusion We believe that a workforce rich in diversity of thought, background, and experience helps us build a company and community where we can all succeed.
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In December 2022, we launched our first company-wide Diversity, Equity, and Inclusion (“DEI”) Council – comprised of 18 employees with a variety of identities and backgrounds that also represented as wide a selection as possible across brands, functions, and tenures at Arena, and most importantly, represented a clear commitment to diversity and inclusion at our company.
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In 2023, the Council met monthly to share employee experiences, identify opportunities to improve our culture, and advise senior leadership on how to direct an annual DEI budget.
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As a result of feedback from the Council, a sample of outcomes include attendance at multiple conferences led by diverse journalism organizations, hosted panels internally ranging from celebration of identities to supporting mental health, and the creation of the framework for our 2024 monthly DEI learning and discovery series.
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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 ● Affiliate networks such as Liberty Alliance, which compete for ad dollars.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAlternatively, if a court were to find the choice of forum provision contained in our restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition. 21 Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law (“DGCL”), which prohibits an “interested stockholder” owning in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which such stockholder acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.
Biggest changeMoreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the DGCL, which prohibits an “interested stockholder” owning in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which such stockholder acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.
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; 22 ● 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; ● 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.
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.
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.
ECONOMIC AND OPERATIONAL RISKS We may have difficulty managing our growth. We have added, and expect to continue to add, Publisher Partner and end-user support capabilities, continue software development activities, and expand our administrative capabilities. In the past two years, we have entered into multiple strategic transactions which have significantly expanded our business and placed significant strain on our resources.
ECONOMIC AND OPERATIONAL RISKS We may have difficulty managing our growth. We have added, and expect to continue to add, Publisher Partner and end-user support capabilities, continue software development activities, and expand our administrative capabilities. In the past two years, we have entered into strategic transactions which have significantly expanded our business and placed significant strain on our resources.
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. 17 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. 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.
If we fail to meet or exceed such expectations for these or any other reasons, the trading price of our common stock could fall, and we could face costly litigation, including securities class action lawsuits. 19 Any future litigation against us could be costly and time-consuming to defend.
If we fail to meet or exceed such expectations for these or any other reasons, the trading price of our common stock could fall, and we could face costly litigation, including securities class action lawsuits. Any future litigation against us could be costly and time-consuming to defend.
These include, among others, privacy, data protection, and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, personal information, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, employee classification, product liability, taxation, economic or other trade prohibitions or sanctions, securities law compliance, and online payment services, and the related compliance costs.
These include, among others, privacy, data protection, and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, personal information, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, employee classification, product liability, taxation, economic or other trade prohibitions or sanctions (including tariffs), securities law compliance, and online payment services, and the related compliance costs.
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. 23 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.
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. 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.
Complying with these rules and regulations have 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.
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.
The loss of the rights to operate the Sports Illustrated media business, in addition to 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.
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.
Our Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), and our Second Amended and Restated Bylaws (our “Bylaws”) contain provisions permitting us to eliminate the personal liability of our directors and officers to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Delaware law.
Our Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), and our Third Amended and Restated Bylaws (our “Bylaws”) contain provisions permitting us to eliminate the personal liability of our directors and officers to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Delaware law.
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 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 (“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.
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; ● 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. 11 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.
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.
As of December 31, 2023, we had federal net operating loss carryforwards, or NOLs, due to prior period losses of $193.8 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, 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.
These alliances could subject us to risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business.
We may enter strategic business relationships with third parties to further our business purpose from time to time. These alliances could subject us to risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business.
Although we have experienced substantial revenue growth, we may not be able to sustain this growth rate or 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 achieve profitability. In addition, because our business is evolving, our historical results of operations may be of limited utility in assessing our future prospects.
Any errors or defects in third party software or cloud platforms could result in errors in, or a failure of, our digital media services, which could harm our reputation, our business and force us to seek more expensive alternatives.
We rely on software and services licensed from, and cloud platforms provided by, third parties to offer our digital media services. Any errors or defects in third party software or cloud platforms could result in errors in, or a failure of, our digital media services, which could harm our reputation, our business and force us to seek more expensive alternatives.
Our business is subject to the risk of catastrophic events such as pandemics, earthquakes, flooding, fire, and power outages, and to interruption by man-made acts, such as war and terrorism. Our business is vulnerable to damage or interruption from pandemics, earthquakes, flooding, fire, power outages, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events.
Our business is vulnerable to damage or interruption from pandemics, earthquakes, flooding, fire, power outages, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events.
Upon such termination, 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.
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.
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. We are engaging in discussions with ABG and the third party regarding the timing and terms of the transition of the Sports Illustrated media business to the aforementioned third party.
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.
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.
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.
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.
We could also face fines or orders restricting or blocking our services in particular geographies as a result of content hosted on our services.
Following the consummation of the Business Combination, we will be a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K.
We are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K.
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.
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.
If we fail to timely meet our reporting obligations under the Exchange Act, Sarbanes-Oxley and other applicable securities rules and regulations in their entirety, we could be subject to penalties under federal securities laws and regulations of the NYSE American and face lawsuits, and we will not be able to obtain independent accountant certifications required for public companies under Sarbanes-Oxley.
If we fail to timely meet our reporting obligations under the Exchange Act, Sarbanes -Oxley and other applicable securities rules and regulations in their entirety, we could be subject to penalties under federal securities laws and regulations of the NYSE American and face lawsuits, and our ability to access financing on favorable terms could be restricted severely.
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.
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 growth will depend in part on the ability of our users, customers, and Publisher Partners to access the Platform at any time and within an acceptable amount of time.
Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and operating results. Our growth will depend in part on the ability of our users, customers, and Publisher Partners to access the Platform at any time and within an acceptable amount of time.
We license/buy certain technology integral to our products from third parties, including open-source and commercially available software. Our inability to acquire and maintain any third party product licenses or integrate the related third party products into our products in compliance with license arrangements, could result in delays in product development until equivalent products can be identified, licensed and integrated.
Our inability to acquire and maintain any third party product licenses or integrate the related third party products into our products in compliance with license arrangements, could result in delays in product development until equivalent products can be identified, licensed and integrated. We also expect to require new licenses in the future as our business grows and technology evolves.
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.
Malware, viruses, and hacking attacks have become more prevalent in our industry and have occurred on our systems and may occur in the future.
To manage any further growth, we will be required to improve existing, and implement new, operational and financial systems and properly manage our employee base. If we are unable to manage growth effectively, our business could be harmed. The strategic relationships that we may be able to develop and on which we may come to rely may not be successful.
To manage any further growth, organically or through further acquisitions, we will be required to improve existing, and implement new, operational and financial systems and properly manage our employee base. If we are unable to manage growth effectively, our business could be harmed.
Any claim or litigation alleging that we have infringed or otherwise violated intellectual property or other rights of third parties, with or without merit, whether or not settled out of court or determined in our favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of our management and technical personnel. 15 If we are required to make substantial payments, cease using the challenged intellectual property, obtain a license or redesign existing technology due to any intellectual property infringement claims against us, such payments or actions could have a material adverse effect upon our business and financial results.
Any claim or litigation alleging that we have infringed or otherwise violated intellectual property or other rights of third parties, with or without merit, whether or not settled out of court or determined in our favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of our management and technical personnel.
In the year ended December 31, 2023, we had net loss of approximately $193.8 million compared to approximately $135.0 million for the year ended December 31, 2022. Our accumulated deficit as of December 31, 2023 was approximately $373.1 million. In fiscal 2023, we had net loss of approximately $55.6 million compared to approximately $70.9 million in fiscal 2022.
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.
We cannot ensure that our efforts to prevent cyber security incidents will succeed. 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.
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.
The loss or limitation of the services of any of our executive officers, members of our management team, or other key personnel or the inability to attract and retain additional qualified key personnel, could have a material adverse effect on our business, financial condition, or results of operations. 20 The elimination of monetary liability against our directors, officers, and employees under Delaware law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees.
The loss or limitation of the services of any of our executive officers, members of our management team, or other key personnel or the inability to attract and retain additional qualified key personnel, could have a material adverse effect on our business, financial condition, or results of operations.
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.
Such claims can be costly to contest, disruptive to our work environment, and may be detrimental to our operations and financial results.
In addition to, in some cases, having to obtain shareholders’ approval, we may also have to obtain approvals and licenses from relevant authorities for the acquisitions, which could result in increased delay and costs. 16 Our products may require availability of components or known technology from third parties and their non-availability can impede our growth.
Moreover, the costs of identifying and consummating acquisitions may be significant. In addition to, in some cases, having to obtain shareholders’ approval, we may also have to obtain approvals and licenses from relevant authorities for the acquisitions, which could result in increased delay and costs.
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.
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.
We will seek to develop strategic relationships with advertising, media, technology, and other companies to enhance our market penetration, business development, and advertising sales revenues. There can be no assurance that these relationships will develop and mature, or that potential competitors will not develop more substantial relationships with the same or more attractive partners.
The strategic relationships that we may be able to develop and on which we may come to rely may not be successful. We will seek to develop strategic relationships with advertising, media, technology, and other companies to enhance our market penetration, business development, and advertising sales revenues.
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.
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.
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, and investors’ confidence in us, could be materially and adversely affected.
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.
If the Platform software is unavailable or if our users are unable to access it within a reasonable amount of time or at all, our business would be negatively affected. 14 Moreover, the Partner Agreements with our Publisher Partners include service level standards that obligate us to provide credits or termination rights in the event of a significant disruption of the Platform, which may adversely affect our business and operating results.
Moreover, the Partner Agreements with our Publisher Partners include service level standards that obligate us to provide credits or termination rights in the event of a significant disruption of the Platform, which may adversely affect our business and operating results. Cyber-attacks and other security threats and disruptions could have a material adverse effect on our business.
In preparing our financial statements for the year ended December 31, 2022, we identified material weaknesses in our internal control over financial reporting, which were remediated in 2023 with the implementation of additional controls and procedures. However, we may in the future discover material weaknesses in other areas of our internal control over financial reporting that require remediation.
However, we may in the future discover material weaknesses in other areas of our internal control over financial reporting that require remediation.
We operate our exclusive coalition of professional-managed online media channels on third party cloud platforms and data center hosting facilities. We rely on software and services licensed from, and cloud platforms provided by, third parties to offer our digital media services.
Failures by our suppliers could result in damages to you and have an adverse effect on our business and operations. We operate our exclusive coalition of professional-managed online media channels on third party cloud platforms and data center hosting facilities.
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.
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 our operations will generate sufficient cash flows to support our continued operations in the future without needing to seek additional capital funding or borrowings. 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.
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.
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. Cyber-attacks and other security threats and disruptions could have a material adverse effect on our business.
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 of these actions would have a material adverse effect on our business, financial condition, or results of operations and could lead to selling assets, cutting costs, reducing cash requirements, filing bankruptcy or ceasing operations. 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. 12 The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.
We also expect to require new licenses in the future as our business grows and technology evolves. We cannot provide assurance that these licenses will continue to be available to us on commercially reasonable terms, if at all.
We cannot provide assurance that these licenses will continue to be available to us on commercially reasonable terms, if at all. Our business is subject to the risk of catastrophic events such as pandemics, earthquakes, flooding, fire, and power outages, and to interruption by man-made acts, such as war and terrorism.
In connection with our failure to make a quarterly payment due to ABG pursuant to the Licensing Agreement of approximately $3,750,000, 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.
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.
Our financial conditions raise substantial doubt about our ability to continue as a “going concern” through one year from the date of the financial statements contained herein if the Business Combination is not consummated and we are unable to refinance or modify the terms of the Third A&R NPA and the underlying debt with Renew.
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.
For the year ended December 31, 2023, Arena incurred a net loss of $55.6 million. For year ended December 31, 2023 and year ended December 31, 2022, our cash on hand of $9.3 million and $13.9 million and a working capital deficit of $63.3 million and $137.7 million, respectively.
For the year ended December 31, 2024, we incurred a net loss from continuing operations of approximately $7.7 million, and as of December 31, 2024, had cash on hand of approximately $4.4 million.
Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations, cause us to lose investor confidence, prevent us from obtaining capital on favorable terms or at all, and subject us to sanctions or investigations by the SEC, the NYSE American or other regulatory authorities.
We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations.
Removed
We defaulted on certain covenants included in our debt agreements that could result in the acceleration of the related debt or the exercise of other remedies.
Added
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.
Removed
On December 29, 2023, we failed to make the interest payment due pursuant to the Third A&R NPA (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Senior Secured Notes”) in the amount of approximately $2.8 million, resulting in an event of default under the Arena Notes (as described below) (the “Arena Notes Default”).
Added
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).
Removed
On January 5, 2024, we entered into a forbearance agreement (the “Forbearance Agreement”) with Renew Group Private Limited (“Renew”), the lender under the Third A&R NPA, pursuant to which Renew agreed to a forbearance period through March 29, 2024, while reserving its rights and remedies. The forbearance period is subject to us retaining a chief restructuring officer acceptable to Renew.
Added
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.
Removed
Also on January 5, 2024, the Company’s board of directors finalized an engagement with FTI Consulting Inc. (“FTI”), a global business advisory firm, to assist the Company with its turnaround plans and forge an expedited path to sustainable positive cash flow and earnings to create shareholder value (the “FTI Engagement”).
Added
Provisions in our current debt obligations or any future indebtedness may limit our discretion in operating our business. The third amended and restated note purchase agreement (the “Third A&R NPA”) is, and any future indebtedness may be, secured by all or a portion of our assets in which the lenders may have a security interest.
Removed
As part of the FTI Engagement, Jason Frankl, a senior managing director of FTI, was appointed as the Company’s Chief Business Transformation Officer. Jason Frankl is a chief restructuring officer acceptable to Renew.
Added
Any security interests that we grant will be set forth in a security agreement and evidenced by the filing of financing statements by the agent for the lenders.
Removed
On March 27, 2024, the forbearance period was extended through the earlier of the following: (a) April 30, 2024 ; (b) the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing. The outstanding principal on the Arena Notes was approximately $110.7 million as of December 31, 2023.
Added
Any restrictive provision or negative covenant in the agreements governing our indebtedness, including the Third A&R NPA, our other current debt agreements or any of our future indebtedness limits or may limit our operating discretion, which could have a material adverse effect on our financial condition, results of operations and cash flows.
Removed
The Arena Notes Default, as well as the Company’s failure to make a quarterly payment due to ABG pursuant to the Licensing Agreement, resulted in an Event of Default under its credit and security agreement dated February 2020 (as amended, the “Arena Credit Agreement”) with SLR Digital Finance LLC (“SLR”).
Added
A failure to comply with the restrictive provisions or negative covenants in the Third A&R NPA, our other current debt agreements, or any of our future indebtedness may result in an event of default and/or restrict our ability to control the disposition of our assets and our utilization of any indebtedness.
Removed
On March 13, 2024 the Company entered into a loan agreement (the “Arena Loan Agreement”), by and between the Company and Simplify Inventions, LLC (“Simplify” and in reference to the loan agreement, the “Simplify Loan”), which provides for up to $25 million of borrowings to be used for working capital and general corporate purposes.
Added
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more. Generative Artificial Intelligence (“AI”) technology may negatively impact our ability to attract, engage, and retain audiences; protect and monetize our intellectual property; maintain and grow our revenue streams; avoid reputational harm; and involve other risks.
Removed
Upon the closing, the Company borrowed approximately $7.7 million, of which approximately $3.4 million was used to repay the outstanding loan balance, accrued interest, certain fees and contingency reserves under its Arena Credit Agreement. The indirect owner of Renew also has an indirect non-controlling interest in Simplify.
Added
Recent advances in the use of AI may significantly alter the market for our products and services. These technologies make it easier to access, duplicate, and distribute our content, or otherwise generate output based on our content, without authorization, fair compensation, or proper attribution.
Removed
Borrowings under the Arena Loan Agreement are secured by substantially all of our assets. Upon the termination of the forbearance period under the Forbearance Agreement, Renew can declare all outstanding borrowings under the Arena Notes, together with accrued and unpaid interest and fees, to be immediately due and payable.
Added
These technologies may reduce our online traffic and audience sizes, infringe our intellectual property rights, harm existing and potential new revenue streams, damage our brand, and adversely affect our business, financial condition, and results of operations. Our reputation may also be harmed if these technologies wrongly attribute inaccurate information to us.
Removed
In addition, Simplify could declare all outstanding borrowings under the Arena Loan Agreement together with accrued and unpaid interest and fees, to be immediately due and payable and, subject to the terms of the intercreditor agreement between Renew and Simplify, foreclose on our assets.
Added
We seek to limit such threats; however, controlling unauthorized use of our content and intellectual property is difficult and preventative measures implemented by us may not prevent misuse, misattribution, and infringement of our intellectual property.
Removed
Our inability to successfully implement our strategy of building valuable strategic relationships could harm our business. A significant portion of our revenues is derived from a single customer. If we were to lose this customer, our revenues could decrease significantly. During the year ended December 31, 2023, approximately 10% of our revenue was derived from sales to a single customer.
Added
If Internet search engines’ algorithms and methodologies are modified, traffic to our content could be reduced and our ability to attract and retain our audiences could be adversely impacted.
Removed
The loss of this customer, or a significant reduction in sales to such customer, could adversely affect our financial condition and operating results. Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.
Added
Our search engine optimization capability in connection with audience acquisition efforts substantially depends on various internet search engines, such as Google, to direct a significant amount of traffic to the content published on the Platform. Algorithms are used by these search engines to determine search result listings and the order of such listings displayed in response to specific searches.
Removed
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. We may enter strategic business relationships with third parties to further our business purpose from time to time.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have also commenced 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.
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.
Our VP of Information Security regularly briefs senior leadership on our cybersecurity and information security posture including on the prevention, detection, mitigation, and remediation of cybersecurity incidents, and senior leadership will then brief the Audit Committee.
Our Head of Information Security regularly briefs senior leadership on our cybersecurity and information security posture including on the prevention, detection, mitigation, and remediation of cybersecurity incidents, and senior leadership will then brief the Audit Committee.
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.
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.
Our security team is responsible for our overall information security strategy, including policy, security engineering, operations and cyber threat detection and response. Our security team has extensive experience selecting, deploying, and overseeing cybersecurity technologies, initiatives, and processes.
Our security team is responsible for our overall information security strategy, including policy, security engineering, operations and cyber threat detection and response. Our security team has extensive experience selecting, deploying, and overseeing cybersecurity technologies, initiatives, and processes. Employees outside of our security team and third parties also have a role in our cybersecurity defenses.
Such risk assessment and evaluations identify, quantify, and categorize any cyber risks. In addition, we, along with third party cyber risk management specialists, develops a risk mitigation plan to address such risks, and where necessary, remediate potential vulnerabilities identified through the assessment and evaluation process.
In addition, we, along with third party cyber risk management specialists, develops a risk mitigation plan to address such risks, and where necessary, remediate potential vulnerabilities identified through the assessment and evaluation process. We have processes to oversee and identify cybersecurity risks associated with the use of third party service providers in our organization’s operations.
Employees outside of our security team also have a role in our cybersecurity defenses, and they are given training which we believe improves our cybersecurity. 24 Third parties also play a role in our cybersecurity risk management strategy. We engage third parties to conduct risk assessments and evaluations of our security controls.
Such employees are given training which we believe improves our cybersecurity. We engage third parties to conduct risk assessments and evaluations of our security controls. Such risk assessment and evaluations identify, quantify, and categorize any cyber risks.
Removed
Our VP 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.
Added
Our Head of Information Security has primary responsibility for our entity-wide information security program. Our current Head of Information Security has held that position since 2019 and has broad information technology and cybersecurity experience as a result of that role and past work experience which includes cybersecurity consulting.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties As of December 31, 2023, we had two leases in California. In Santa Monica, California we have a leased space which we sublet that terminates in November 2024. In Carlsbad, California we have a lease for office space that is partially sublet. We do not occupy the balance of the space.
Biggest changeItem 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.
The Carlsbad lease terminates in March 2025. As we operate our business principally in a virtual environment, these two leased spaces are not utilized in our operations. To the extent we need to lease physical properties in the future, we believe we would be able to find suitable properties at market rates.
To the extent we need to lease additional physical properties in the future, we believe we would be able to find suitable properties at market rates.
Added
The 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe believe that we have strong defenses to these claims and intend to vigorously defend ourselves and the allegations made in this lawsuit. Item 4. Mine Safety Disclosure Not applicable. 25 Part II.
Biggest changeBhargava’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.
On March 21, 2024, our former CEO and Chairman of the Board filed an action against us, members of the 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 million.
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 January 30, 2024, our former President of Media filed an action against us and Manoj Bhargava, 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, and seeking damages in an unspecified amount.
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.
Item 3. Legal Proceedings From time to time, we may be subject to claims and litigation arising in the ordinary course of business.
Item 3. Legal Proceedings From time to time, we may be subject to claims and litigation arising in the ordinary course of business. The outcome of any litigation is inherently uncertain.
Removed
Except as described in Note 27, Commitments and Contingencies to our accompanying consolidated financial statements under Item 8 of this Annual Report, as of the date of this Annual Report, we are not currently subject to any pending or threatened legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition, results of operations or cash flows.
Added
Based on the Company’s current knowledge it believes that the final outcome of the matters discussed below will not likely, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows; however, in light of the uncertainties involved in such matters, there can be no assurance that the outcome of each case or the costs of litigation, regardless of outcome, will not have a material adverse effect on the Company’s business.
Removed
We believe that we have strong defenses to these claims and intend to vigorously defend ourselves and the allegations made in this lawsuit.
Added
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.
Added
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.
Added
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.
Added
Zola 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.
Added
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.
Added
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).
Added
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.
Added
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.
Added
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 changeMarket 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 28, 2024, there were approximately 162 holders of record of our common stock.
Biggest changeMarket 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.
Any future determination related to our dividend policy will be made at the discretion of our Board. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Recent Sales of Unregistered Securities None. Use of Proceeds None. Item 6. [Reserved]
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]

Item 7. Management's Discussion & Analysis

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

58 edited+36 added−67 removed27 unchanged
Biggest changeFor the year ended December 31, 2023, net cash used in investing activities was $3,212, consisting primarily of $3,773 for capitalized costs for our Platform and $500 for the acquisition of a business, offset by $1,061 from sale of assets.
Biggest changeFor 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, 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 2023 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.
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.
We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All dollar figures are presented in thousands unless otherwise stated. Overview For an overview of the Company, see the information above presented under the section labeled “Item 1.
We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All dollar figures presented below are in thousands unless otherwise stated . Overview For an overview of the Company, see the information above presented under the section labeled “Item 1.
Business,” which is in “Part I” of this Annual Report. 26 Key Operating Metrics Our key operating metrics are: ● Revenue per page view (“RPM”) – represents the advertising revenue earned per 1,000 pageviews.
Business,” which is in “Part I” of this Annual Report. Key Operating Metrics Our key operating metrics are: ● Revenue per page view (“RPM”) – represents the advertising revenue earned per 1,000 pageviews.
Advertising revenue that is comprised of fees charged for the placement of advertising on the websites that we own and operate, is recognized as the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably assured. Print Advertising .
Advertising revenue that is comprised of fees charged for the placement of advertising on the websites that we own and operate, is recognized as the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably assured.
Actual results may differ from these estimates under different assumptions or conditions. 37 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.
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.
Some of the limitations is that Adjusted EBITDA: ● does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us; 35 ● 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; ● 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; and ● 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.
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.
If the fair value of our reporting unit is determined to be less than the carrying value of our 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 our 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 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.
Recoverability of goodwill is determined by comparing the fair value of our reporting unit to the carrying value of the underlying net assets in the reporting unit.
Recoverability of goodwill is determined by comparing the fair value of our reporting units to the carrying value of the underlying net assets in the reporting units.
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 17, Fair Value Measurement in our accompanying consolidated financial statements). Interest Expense .
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).
Additionally, we do not consider our non-GAAP Adjusted EBITDA as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP.
Additionally, we do not consider our non-GAAP measures as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP.
Our non-GAAP Adjusted EBITDA may not be comparable to a similarly titled measure used by other companies, has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP.
Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP.
Interest expense includes $2,378 and $1,581 for amortization of debt discounts for the years ended December 31, 2023 and 2022, respectively, as presented in our consolidated statements of cash flows, which are noncash items.
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.
The decrease of $557 in liquidated damages recorded for the year ended December 31, 2023, is primarily because in 2022 we had an assessment under certain agreements as a result of filing a registration statement outside of the agreed upon filing deadline. Income Taxes Income Taxes .
The decrease of $277 in liquidated damages recorded for the year ended December 31, 2024, is primarily because in 2023 we had an assessment under certain agreements as a result of filing a registration statement outside of the agreed upon filing deadline.
We are required to assess our ability to continue as a 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 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.
We enter into contracts with internet users that subscribe to premium content on our owned and operated media channels and facilitate such contracts between internet users and our Publisher Partners. These contracts provide internet users with a membership subscription to access the premium content.
Digital Subscription Revenue Digital subscription revenue is generated by entering into contracts with internet users that subscribe to premium content on our owned and operated media channels and facilitate such contracts between internet users and our Publisher Partners. These contracts provide internet users with a membership subscription to access the premium content.
We recorded liquidated damages of $583 for the year ended December 31, 2023, as compared to $1,140 for the year ended December 31, 2022.
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.
We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2, Summary of Significant Accounting Policies , in our accompanying consolidated financial statements.
The more critical accounting estimates include estimates related to revenue recognition, platform development, and impairment of goodwill. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2, Summary of Significant Accounting Policies , in our accompanying consolidated financial statements.
For the years ended December 31, 2023 and 2022 our RPM was $23.95 and $18.17, respectively. The 32% increase in RPM reflects a significant 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.
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.
Investors should note that interest expense will recur in future periods. 36 (2) Depreciation and amortization related to our developed technology and Platform is included within cost of revenue of $8,782 and $9,459, for the years ending December 31, 2023 and 2022, respectively, and depreciation and amortization is included within operating expenses of $18,924 and $17,650 for the years ending December 31, 2023 and 2022, respectively.
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.
For the year ended December 31, 2022, net cash used in operating activities was $11,304, consisting primarily of $219,282 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 $9,528 of cash paid for interest, offset by $219,407 of cash received from customers.
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.
We generate all of our revenue from contracts with customers. We account for revenue on a gross basis, as compared to a net basis, in our statement of operations.
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.
Our accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Most recently, for the year ended December 31, 2023, we incurred a net loss from continuing operations of $55,582, had cash on hand of $9,284 and a working capital deficit of $145,622.
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.
We have made this determination based on our control of the advertising inventory and the ability to monetize the advertising inventory or publications before transfer to the customer and because we are also the primary obligor responsible for providing the services to the customer. Cost of revenue is presented as a separate line item on the consolidated statements of operations.
We have made this determination based on our control of the advertising inventory and the ability to monetize the advertising inventory or publications and determine price before transfer to the customer and because we are also the primary obligor responsible for providing the services to the customer.
Goodwill is not amortized but rather is tested for impairment at least annually on December 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. We operate as one reporting unit, therefore, the impairment test is performed at the consolidated entity level.
Goodwill is not amortized but rather is tested for impairment at least annually on October 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.
Our working capital deficit as of December 31, 2023 and 2022 was as follows: As of December 31, 2023 2022 Current assets $ 90,399 $ 78,695 Current liabilities (236,021 ) (216,364 ) Working capital deficit (145,622 ) (137,669 ) As of December 31, 2023, we had a working capital deficit of $145,622, as compared to $137,669 as of December 31, 2022, consisting of $90,399 in total current assets and $236,021 in total current liabilities.
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.
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. We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects.
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.
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.
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.
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, 2023 2022 Net loss $ (55,582 ) $ (70,858 ) Loss from discontinued operations, net of tax - 3,470 Loss from continuing operations (55,582 ) (67,388 ) Add (deduct): Interest expense, net (1) 17,965 11,428 Income tax provision (benefit) 222 (1,063 ) Depreciation and amortization (2) 27,706 27,109 Stock-based compensation (3) 19,060 31,345 Change in fair value of contingent consideration (4) 1,010 - Liquidated damages (5) 583 1,140 Loss on impairment of assets (6) 119 257 Loss on sale of assets (7) 325 - Employee retention credit (8) (6,868 ) - Employee restructuring expenses (9) 5,367 679 Professional and vendor fees (10) 1,194 - Adjusted EBITDA $ 11,101 $ 3,507 (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 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.
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 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.
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, 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.
Increases in inflation, rising interest rates, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto, and the remaining effects of the COVID-19 pandemic 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 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.
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. Subscription Revenue Digital Subscriptions .
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.
See Note 7, Leases , Note 15, Liquidated Damages Payable , Note 18, Bridge Notes , and Note 19, Long-term Debt , in our accompanying consolidated financial statements for amounts outstanding as of December 31, 2023, related to leases, liquidated damages, bridge financing and long-term debt.
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.
As of December 31, 2022, our working capital deficit consisted of $78,695 in total current assets and $216,364 in total current liabilities. 30 Our cash flows during the years ended December 31, 2023 and 2022 consisted of the following: Years Ended December 31, 2023 2022 Net cash used in operating activities $ (24,772 ) $ (11,304 ) Net cash used in investing activities (3,212 ) (38,590 ) Net cash provided by financing activities 22,895 54,416 Net (decrease) increase in cash, cash equivalents, and restricted cash $ (5,089 ) $ 4,522 Cash, cash equivalents, and restricted cash, end of year $ 9,284 $ 14,373 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 and professional services, and $12,101 of cash paid for interest, offset by $227,066 of cash received from customers.
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.
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. 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.
The following is a description of the principal activities from which we generate revenue: Advertising Revenue Digital Advertising . We recognize revenue from digital advertisements at the point when each ad is viewed. The quantity of advertisements, the impression bid prices, and revenue are reported on a real-time basis.
Significant costs of revenue are presented as a separate line item on the consolidated statements of operations. The following is a description of the principal activities from which we generate revenue: Advertising Revenue Digital Advertising – we recognize revenue from digital advertisements at the point when each ad is viewed.
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.
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.
Our net loss from continuing operations and working capital deficit have been evaluated by management to determine if the significance of those conditions or events would limit our ability to meet our obligations when due.
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).
Most of these developments and factors are outside of our control and could exist for an extended period of time. As a result, we are subject to continuing risks and uncertainties.
Most of these developments and factors are outside of our control and could exist for an extended period of time. As a result, we are subject to continuing risks and uncertainties. For more information regarding these risks and uncertainties, see the section titled “Risk Factors” in Part 1, Item 1A of this Annual Report on Form 10-K.
Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination.
Our Platform development capitalized during the application development stage of a project include: ● payroll and related expenses for personnel; and ● stock-based compensation of related personnel. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination.
We enter into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with our various channels. 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 enter into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with our various channels. The quantity of advertisements, the impression bid prices, and revenue are reported on a real-time basis to our partners.
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.
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.
(10) Professional and vendor fees represents fees that are nonrecurring in connection with the Business Combination resulting in a change of control, including fees incurred by consultants, accountants, lawyers, and other vendors.
(9) Employee restructuring payments represents severance payments to employees under employer restructuring arrangements and payments to our former Chief Executive Officer for the years ended December 31, 2024 and 2023, respectively. (10) Professional and vendor fees represents fees that are nonrecurring in connection with the Business Combination resulting in a change of control, including fees incurred by consultants, accountants, lawyers.
We base our estimates for returns on historical experience and current marketplace conditions. Licensing and Syndication Revenue Content licensing-based revenues and syndication revenues are accrued generally monthly or quarterly based on the specific mechanisms of each contract. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners.
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.
We incurred interest expense, net of $17,965 for the year ended December 31, 2023, as compared to $11,428 for the year ended December 31, 2022. The increase in interest expense of $6,537 was primarily from additional interest from our debt. Liquidated Damages .
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.
For the year ended December 31, 2023, we recorded an income tax provision of $222 primarily related to tax deductible goodwill.
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.
Our key operating metrics focus primarily on our digital advertising revenue, which has experienced significant growth in recent periods as indicated in the Results of Operations section below.
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.
In our evaluation, management determined there is substantial doubt about our ability to continue as a going concern for a one-year period following the financial statement issuance date, unless we are able to refinance or modify our current debt.
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.
For the year ended December 31, 2022, net cash used in investing activities was $38,590, consisting primarily of $35,331 for the acquisition of a business, $5,179 for capitalized costs for our Platform, and $530 for property and equipment, offset by $2,450 from the sale of an equity investment.
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.
Print Revenue Print revenue includes magazine subscriptions and single copy sales at newsstands. Print Subscriptions . Revenue from magazine subscriptions is deferred and recognized proportionately as products are distributed to subscribers. 38 Newsstand . Single copy revenue is recognized on the publication’s on-sale date, net of provisions for estimated returns.
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.
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.
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.
Revenue The following table sets forth revenue, cost of revenue, and gross profit from continuing operations: Years Ended December 31, 2023 versus 2022 2023 2022 $ Change % Change Revenue $ 244,203 $ 220,935 $ 23,268 10.5 % Cost of revenue 142,240 132,923 9,317 7.0 % Gross profit $ 101,963 $ 88,012 $ 13,951 15.9 % For the year ended December 31, 2023 we had gross profit of $101,963, as compared to $88,012 for the year ended December 31, 2022, an increase of $13,951.
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.
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. Contract Modifications We occasionally enter into amendments to previously executed contracts that constitute contract modifications.
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.
Working Capital Deficit We have financed our working capital requirements since inception through issuances of equity securities and various debt financings.
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.
Gross profit percentage for the year ended December 31, 2023 was 41.8%, as compared to 39.8% for the year ended December 31, 2022. The improvement in gross profit percentage was driven by an increase in total revenue of $23,268, or 10.5%, primarily as a result of increased digital advertising due to improved programmatic video inventory monetization.
Gross profit percentage for the year ended December 31, 2024 was 44.3%, as compared to 38.5% for the year ended December 31, 2023. 32 The increase in gross profit percentage was driven by a higher mix of revenue from video advertising as a percentage of total digital advertising, as digital video advertising is sold at a significantly higher price than digital display advertising in combination with headcount and consulting spend reductions.
As of the issuance date of our accompanying consolidated financial statements our cash balance is $4,151 and the balance outstanding under the Simplify Loan is $7,748, with the additional availability of $17,252.
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.
Cost of Revenue The following table sets forth cost of revenue from continuing operations by category: Years Ended December 31, 2023 versus 2022 2023 2022 $ Change % Change Publisher Partner revenue share payments $ 27,174 $ 20,108 $ 7,066 35.1 % Technology, Platform and software licensing fees 20,990 18,294 2,696 14.7 % Royalty fees 15,000 15,000 - 0.0 % Content and editorial expenses 48,250 44,669 3,581 8.0 % Printing, distribution and fulfillment costs 15,391 14,835 556 3.7 % Amortization of developed technology and platform development 8,782 9,459 (677 ) -7.2 % Stock-based compensation 6,562 10,235 (3,673 ) -35.9 % Other cost of revenue 91 323 (232 ) -71.8 % Total cost of revenue $ 142,240 $ 132,923 $ 9,317 7.0 % For the year ended December 31, 2023, we recognized cost of revenue of $142,240, as compared to $132,923 for the year ended December 31, 2022, representing an increase of $9,317.
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.
Removed
For the years ended December 31, 2023 and 2022 our monthly average pageviews were 464,261,595 and 489,659,595, respectively. The 5% decrease in monthly average pageviews reflects algorithmic changes at Google, Facebook and other platforms which subdued user click-throughs to the original content. Impact of Macroeconomic Conditions Uncertainty in the global economy presents significant risks to our business.
Added
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.
Removed
For more information regarding these risks and uncertainties, see the section titled “Risk Factors” in Part 1, Item 1A of this Annual Report on Form 10-K. 27 Liquidity and Capital Resources Cash and Working Capital Facility As of December 31, 2023, our principal sources of liquidity consisted of cash of $9,284 and accounts receivable, net of our advances under the Arena Credit Agreement of $25,202.
Added
Impact of Macroeconomic Conditions Uncertainty in the global economy presents significant risks to our business.
Removed
As of December 31, 2023, the outstanding balance of the Arena Credit Agreement was $19,609. On March 13, 2024 the Arena Credit Agreement was refinanced with the Simplify Loan.
Added
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.
Removed
Our accompanying consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We had revenues of $244,203 during fiscal 2023 and have experienced recurring net losses from operations and negative operating cash flows.
Added
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.
Removed
Consequently, we were dependent upon continued access to funding and capital resources from both new investors and related parties. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our growth plan and plan of operations. These financings may include terms that may be highly dilutive to existing stockholders.
Added
(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.
Removed
We continue to be focused on growing our existing operations and seeking accretive and complementary strategic acquisitions as part of our growth strategy.
Added
Our debt activity during the year ended December 31, 2024 was as follows: ● On August 19, 2024, in connection with the March 13, 2024 amendment to the Simplify Loan facility, which bears interest at 10% per annum of the amount advanced, we entered into an Amended Promissory Note and a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Simplify, whereby during the year ended December 31, 2024 we borrowed $25,651 under the Simplify Loan, of which $15,000 was exchanged for shares of our common stock in August 2024.
Removed
We believe, that with additional sources of liquidity and the ability to raise additional capital or incur additional indebtedness to supplement our internal projections, we will be able to execute our growth plan and finance our working capital requirements both in the short-term and long-term. Going Concern Management performed an annual reporting period going concern assessment.
Added
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.
Removed
Also, since our 2023 Notes, Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (as further described below) (collectively “our current debt”) are subject to a forbearance period through the earlier of the following: (a) April 30, 2024, (b) the closing of the Business Combination, and (c) the termination of the Business Combination (see Note 28, Subsequent Events , in our accompanying consolidated financial statements), unless we are able to refinance or modify the terms of our current debt we run the risk that our debt could be called, therefore, we may not be able to meet our obligations when due.
Added
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.
Removed
We plan to refinance or modify the maturities of our current debt and complete the Business Combination to alleviate the conditions that raise substantial doubt about our ability to continue as a going concern, however, there can be no assurance that we will be able to refinance or modify our current debt and complete the Business Combination. 28 Debt Financings and Obligations Net proceeds from our debt financings consisted of the following: Arena Credit Agreement .
Added
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.
Removed
We were party to a financing and security agreement with SLR (the “Arena Credit Agreement”), as amended on December 15, 2022 and August 31, 2023, pursuant to which SLR extended a $40,000 line of credit for working capital purposes secured by a first lien on all our cash and accounts receivable and a second lien on all other assets.
Added
As of December 31, 2023, our working capital deficit consisted of $90,399 in total current assets and $236,021 in total current liabilities.
Removed
Borrowings under the facility bore interest at the prime rate plus 4% per annum of the amount advanced and had a maturity date of December 31, 2025. The aggregate principal amount outstanding, plus accrued and unpaid interest as of December 31, 2023 was $19,609.
Added
Results 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.

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