CNVS 8-K
Cineverse Corp. (CNVS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Acquisition of IndiCue
On February 12, 2026, Cineverse Corp, (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with John Marchesini, Nicholas Frazee, Michael Wanetik, Iurii Gorokhov, Kyrylo Shkodkin and Adtelligent Holdings Limited (collectively, the “Sellers”). The Agreement provides, among other things, that, subject to the terms and conditions set forth therein, the Company will purchase from the Sellers all of the issued and outstanding equity securities (the “Acquisition”) of IndiCue, Inc., a Delaware corporation (“IndiCue”), a next-generation CTV monetization and engagement platform, built for media owners, publishers, and streaming platforms that want full control over their Connected TV advertising (the “IndiCue Business”).
The purchase price for the Acquisition is $22,000,000, subject to working capital and other adjustments, consisting of (i) $12,800,000 in cash at closing and (ii) $9,200,000 in cash or, if stockholder approval is obtained, $9,200,000 of shares of Class A Common Stock, par value $0.001 per share, of the Company (the “Common Stock”) at a per share price equal to the greater, as of the date of the Agreement, of (A) the 5 day VWAP and (B) the Nasdaq Minimum Price, on the first anniversary of the closing of the Acquisition, or earlier under certain circumstances. In addition, the Company will pay the Sellers certain post-closing earnout amounts (if any) based on IndiCue’s achievement of certain revenue growth targets and gross margin targets, payable in cash or shares of common stock under certain circumstances. The Agreement includes certain restrictive covenants of the Sellers, including noncompetition provisions.
The Agreement provides that concurrently with the closing of the Acquisition, the Company will enter into a registration rights agreement (the “IndiCue Registration Rights Agreement”) with the Sellers, pursuant to which the Company will agree to file a registration statement for the resale of the Registrable Securities (as defined in the IndiCue Registration Rights Agreement) with the SEC.
The foregoing summary and description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which will be filed in accordance with SEC rules and regulations.
Convertible Notes
On February 12, 2026, the Company entered into note purchase agreements (each, a “Purchase Agreement”) with certain lenders (individually, an “Investor” and collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors convertible notes in the aggregate principal amount of $13,000,000 (each, a “Note”).
The Notes will mature on the earlier to occur of (i) the four year anniversary of issuance and (ii) an event of default (such date, the “Maturity Date”). The Notes will bear interest at a rate of 9% per annum payable in cash or, as to a portion, in shares of Common Stock in the holder’s discretion.
At any time after issuance of the Notes, the Investors may convert their Notes, in whole or in part, into shares of Common Stock, in accordance with the terms of the Notes at a conversion price per share of not less than the Nasdaq Minimum Price after market close on February 12, 2026 (the “Conversion Price”), subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar events. The Company can require conversion in tranches of up to approximately 15% of the original principal amount of the Notes during each of the six-month periods beginning July 1, 2026 and ending December 31, 2028, with any unconverted tranches available on a cumulative basis in future tranches.
The Notes may be prepaid by paying 100% of the outstanding principal amount, interest on the outstanding principal amount through the earlier of the Maturity Date or the date that is 24 months from the date of prepayment, and warrants to purchase the number of shares of Common Stock into which the principal amount then outstanding would be convertible at the Conversion Price, with such warrants having an exercise price equal to such Conversion Price and a term that ends on the Maturity Date.
The Notes will rank junior to secured debt of the Company, including the Second Amended and Restated Loan, Guaranty, and Security Agreement, dated as of April 8, 2025, by and among East West Bank (the “Existing Lender”), the Company and the Guarantors party thereto.
The Purchase Agreements provide customary representations, warranties, and covenants of the Company and the Investors. The Notes contain customary affirmative and negative covenants. The Notes also contain standard and customary events of default. Upon a change of control, as defined in the Notes, the Investors will receive 120% of the outstanding principal amount of the Notes unless the Investors elect to receive consideration in the Change of Control on an as-converted basis in lieu of the cash payment. Part of the proceeds from the sale of the Notes will be used to fund the cash portion of the purchase price of the Acquisition.
The Investors have the right to designate one non-voting observer to the Company’s Board of Directors under certain limited circumstances.
The Purchase Agreements provide that concurrently with the closing of the sale of the Notes, the Company will enter into a registration rights agreement (the “Notes Registration Rights Agreement”) with the Investors, pursuant to which the Company will agree to file a registration statement for the resale of the Registrable Securities (as defined in the Notes Registration Rights Agreement) with the SEC.
The securities are being offered pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.
The Benchmark Company, LLC is acting as the sole placement agent for sale of the Notes.
On February 12, 2026, the Company issued a press release announcing the entry into the Agreement and entry into the Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1.
The foregoing does not purport to be a complete description of the Purchase Agreement, and such description is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed in accordance with SEC rules and regulations.
| Item 2.02 | Results of Operations and Financial Condition. |
Based upon preliminary estimated financial results, the Company expects preliminary unaudited revenue and net loss for the three months ended December 31, 2025 will be approximately $15 million to $17 million and $(0.5) to $(1.0), respectively. The Company expects preliminary unaudited Adjusted EBITDA for the three months ended December 31, 2025 will be approximately $2.0 to $3.0 million.
The ranges of unaudited revenue, net income and Adjusted EBITDA for the three months ended December 31, 2025 reflect the Company’s preliminary estimates with respect to such results based on currently available information and is subject to completion of its financial closing procedures. The Company’s financial closing procedures for the three months are not yet complete and, as a result, its actual results may vary from the estimated preliminary results presented here.
The preliminary estimates presented herein have been prepared by, and are the responsibility of, management. EisnerAmper LLP, our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial information. Accordingly, EisnerAmper LLP does not express an opinion or any other form of assurance with respect thereto.
We define Adjusted EBITDA to be earnings before interest, taxes, depreciation and amortization, stock-based compensation expense, merger and acquisition costs, restructuring, transition and acquisitions expense, net, goodwill impairment and certain other items.
We present Adjusted EBITDA because we believe that Adjusted EBITDA is a useful supplement to net income (loss) from continuing operations as an indicator of operating performance. We also believe that Adjusted EBITDA is a financial measure that is useful both to management and investors when evaluating our performance and comparing our performance with that of our competitors. We also use Adjusted EBITDA for planning purposes, and to evaluate our financial performance because Adjusted EBITDA excludes certain incremental expenses or non-cash items, such as stock-based compensation charges, that we believe are not indicative of our ongoing operating performance.
We believe that Adjusted EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net income (loss) from operations and Adjusted EBITDA has been provided in the financial results. Adjusted EBITDA should not be considered as an alternative to net income (loss) from operations as an indicator of performance, or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
Following is the reconciliation of our consolidated net loss to Adjusted EBITDA (in thousands):
| For the Three Months Ended December 31, 2025 | ||||||||
| (Low end of range) | (High end of range) | |||||||
| Net loss |
$ | (500 | ) | $ | (1,000 | ) | ||
| Add Back: |
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| Income tax expense |
15 | 20 | ||||||
| Depreciation and amortization |
1,000 | 1,500 | ||||||
| Interest expense |
175 | 225 | ||||||
| Stock-based compensation |
750 | 1,250 | ||||||
| Other expense (income), net |
— | 10 | ||||||
| Net income attributable to noncontrolling interest |
(40 | ) | (60 | ) | ||||
| Acquisition-related costs |
500 | 750 | ||||||
| Other transaction costs(1) |
75 | 125 | ||||||
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| Adjusted EBITDA |
$ | 1,975 | $ | 2,820 | ||||
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| (1) | - Primarily includes costs related to employee severance related costs. |
The information in this Item 2.02 of Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing regardless of any general incorporation language in such filing.
This Current Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that are not historical statements of fact and those regarding the Company’s intent, belief, plans or expectations for the Company’s business, operations, financial performance or condition, including, without limitation, statements regarding estimated unaudited revenues, net income and Adjusted EBITDA. These statements use words, and variations of words, such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” You are cautioned not to rely on these forward-looking statements. These forward-looking statements are made as of the date of this Current Report, are based on current expectations of future events and thus are inherently subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond the Company’s control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections. These risks, uncertainties and other factors include: successful execution of our business strategy, particularly for new endeavors; the performance of our targeted markets; competitive product and pricing pressures; changes in business relationships with our major customers; successful integration of acquired businesses; the content we distribute through our in-theatre, on-line and mobile services may expose us to liability; general economic and market conditions; our financial condition and financial flexibility, including, but not limited to, our ability to obtain necessary financing for our business as and when needed; and the other risks and uncertainties that are described from time to time in our filings with the SEC.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of IndiCue, Inc.
Audited financial statements of IndiCue, Inc. as of and for the years ended December 31, 2024 and 2023, together with the related notes to the financial statements are included as Exhibit 99.2 to this Form 8-K.
Unaudited financial statements of IndiCue, Inc. for the nine months ended September 30, 2025, together with the related notes to the financial statements, are included as Exhibit 99.3 to this Form 8-K.
(b) Pro Forma Financial Information.
Unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2025, and the unaudited pro forma condensed consolidated income statements of the Company for the year ended March 31, 2025 and the six months ended September 30, 2025, that reflect the Acquisition are included as Exhibit 99.4 to this form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 12, 2026 | By: | /s/ Gary Loffredo | ||||
| Name: | Gary S. Loffredo | |||||
| Date: | Chief Legal Officer, Secretary and Senior Advisor | |||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Prospectus Supplement to the Registration Statement of Cineverse Corp. on Form S-3 (No. 333-273098) of our report dated December 16, 2025, on our audits of the financial statements of IndiCue, Inc. as of December 31, 2024 and 2023, and for the year ended December 31, 2024 and the period from inception (July 26, 2023) through December 31, 2023. We also consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-3.
/s/ EisnerAmper LLP
EISNERAMPER LLP
Iselin, New Jersey
February 12, 2026
Exhibit 99.1
Cineverse Announces Agreement to Acquire IndiCue, Inc.
LOS ANGELES, February 12, 2026 /PRNewswire/ — Cineverse Corp. (Nasdaq: CNVS), an innovative and independent entertainment technology company and studio, today announced that on February 12, 2026, it signed an agreement to acquire IndiCue, Inc., a proprietary connected television (CTV) monetization platform that provides publishers and streaming operators with the technology infrastructure to manage, optimize, and grow their advertising revenue, for $22 million in cash and shares of Cineverse common stock, subject to adjustments. The acquisition is expected to be consummated on or about February 13, 2026.
In addition, on February 12, 2026, Cineverse agreed to issue convertible notes to certain investors in the aggregate amount of $13 million. The convertible notes have a four-year term and an interest rate of 9% per annum, and are convertible into shares of Cineverse’s common stock. The Company intends to use the net proceeds from the sale of the convertible notes in part, to fund the purchase price of the IndiCue acquisition, and for working capital and other general corporate purposes. The consummation of the sale of the convertible notes occured on February 6, 2026.
About Cineverse
Cineverse (Nasdaq: CNVS) is an entertainment technology company and studio. Fiercely innovative and independent, Cineverse develops and invests in technology and content that drives the future of the industry. Core to its business is Matchpoint® – a growing tech ecosystem powered by AI and designed to prepare, distribute, monetize, and continuously improve content across any platform. Matchpoint helps studios large and small operate at scale and improve performance and efficiency in an increasingly fragmented distribution environment. Additionally, Cineverse distributes more than 71,000 premium films, series, and podcasts, across theatrical, home entertainment, and streaming; operates dozens of digital properties that super serve passionate fandoms around the world; and works with leading brands to connect them with audiences they value. From award-winning technology to the highest-grossing unrated film in U.S. history, Cineverse has created a playbook that marries tech and content to redefine the next era of entertainment. For more information, visit home.cineverse.com.
Safe Harbor Statement
Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cineverse officials during presentations about Cineverse, along with Cineverse’s filings with the Securities and Exchange Commission, including Cineverse’s registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are “forward-looking’’ statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act’’). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as “expects,” “anticipates,’’ “intends,’’ “plans,’’ “could,” “might,” “believes,’’ “seeks,” “estimates’’ or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings, or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cineverse’s management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties, and assumptions about Cineverse, its technology, economic and market factors, and the industries in which Cineverse does business, among other things. These statements are not guarantees of future performance, and Cineverse undertakes no specific obligation or intention to update these statements after the date of this release.
For additional information, please contact:
For Media
The Lippin Group for Cineverse
At Cineverse
Julie Milstead
Exhibit 99.2
IndiCue, Inc.
FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
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IndiCue, Inc.
TABLE OF CONTENTS
| Page | ||||
| Independent Auditors’ Report |
3 | |||
| Financial Statements |
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| Balance sheets as of December 31, 2024 and 2023 |
5 | |||
| Statements of operations for the year ended December 31, 2024 and the period from inception (July 26, 2023) through December 31, 2023 |
6 | |||
| Statements of changes in stockholder’s equity for the year ended December 31, 2024 and the period from inception (July 26, 2023) through December 31, 2023 |
7 | |||
| Statements of cash flows for the year ended December 31, 2024 and the period from inception (July 26, 2023) through December 31, 2023 |
8 | |||
| Supplemental cash flow information and disclosure of non-cash financing activity for the year ended December 31, 2024 and the period from inception (July 26, 2023) through December 31, 2023 |
9 | |||
| Notes to the financial statement |
10 | |||
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EisnerAmper LLP 111 Wood Avenue South lselin, NJ 08830-2700 T 732.243.7000 F 732.951.7400 www.eisneramper.com |
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Shareholders of lndiCue, Inc.
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of lndiCue, Inc. (the “Company”), which comprise the balance sheets as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders’ equity, and cash flows for the year ended December 31, 2024 and the period from inception (July 26, 2023) through December 31, 2023, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of lndiCue, Inc. as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended December 31, 2024 and the period from inception (July 26, 2023) through December 31, 2023 in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists.
“EisnerAmper” is the brand name under which EisnerAmper LLP and Eisner Adviscry Group LLC and its subsidiary entities provide professional services. EisnerAmper LLP and Eisner advisory Group LLC are independently owned firms that practice in alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable law, regulations and professional standards. EisnerAmper LLP is a licensed CPA firm that provides attest services, and Eisner Advisory Group LLC and its subsidiary entities provide tax and business consulting services. Eisner Advisory Group LLC and its subsidiary entities are not licensed CPA firms.
3
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
| • | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| • | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| • | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
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| EISNERAMPER LLP |
| lselin, New Jersey |
| December 16, 2025 |
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EisnerAmper LLP | |||
| www.eisneramper.com |
4
IndiCue, Inc.
BALANCE SHEETS
| As of | ||||||||
| December 31, 2024 |
December 31, 2023 |
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| ASSETS |
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| Current Assets |
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| Cash and cash equivalents |
$ | 1,353,517 | $ | 30 | ||||
| Accounts receivable, net of allowance |
4,354,387 | 43,377 | ||||||
| Other current assets |
8,765 | — | ||||||
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| Total current assets |
5,716,669 | 43,407 | ||||||
| Other long-term assets |
7,118 | 2,942 | ||||||
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| Total Assets |
$ | 5,723,787 | $ | 46,349 | ||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Current Liabilities |
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| Accounts payable and accrued expenses |
$ | 3,501,988 | $ | 55,806 | ||||
| Income tax payable |
579,667 | — | ||||||
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| Total current liabilities |
4,081,655 | 55,806 | ||||||
| Stockholders’ Equity |
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| Class A common stock, par value $0.00001, 22,000,000 and 11,000,000 shares authorized as of December 31, 2024 and 2023, respectively, no shares issued and outstanding as of December 31, 2024 and 2023 |
— | — | ||||||
| Class B common stock, par value $0.00001, 20,000,000 and 10,000,000 shares authorized as of December 31, 2024 and 2023, respectively, 9,000,000 shares issued and outstanding as of December 31, 2024 and 2023 |
90 | 90 | ||||||
| Accumulated earnings (deficit) |
1,642,042 | (9,547 | ) | |||||
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| Total stockholders’ equity |
1,642,132 | (9,457 | ) | |||||
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| Total Liabilities and Stockholders’ Equity |
$ | 5,723,787 | $ | 46,349 | ||||
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See accompanying Notes to Financial Statements
5
IndiCue, Inc.
STATEMENTS OF OPERATIONS
| For the Periods Ended December 31, |
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| 2024 | 2023 | |||||||
| Revenues |
$ | 10,006,644 | $ | 43,288 | ||||
| Revenues - related party |
201,301 | 89 | ||||||
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| Total revenues |
10,207,945 | 43,377 | ||||||
| Cost of revenues |
1,135,377 | 32,617 | ||||||
| Cost of revenues - related party |
6,117,041 | — | ||||||
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| Total cost of sales |
7,252,418 | 32,617 | ||||||
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| Gross profit |
2,955,527 | 10,760 | ||||||
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| Operating expenses: |
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| Selling, general and administrative |
473,830 | 22,615 | ||||||
| Research and development expenses |
56,459 | 574 | ||||||
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| Total operating expenses |
530,289 | 23,189 | ||||||
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| Income (loss) from operations |
2,425,238 | (12,429 | ) | |||||
| Interest income |
5,612 | — | ||||||
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| Income (loss) before income taxes |
2,430,850 | (12,429 | ) | |||||
| (Provision) benefit for income taxes |
(629,261 | ) | 2,942 | |||||
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| Net income (loss) |
$ | 1,801,589 | $ | (9,487 | ) | |||
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See accompanying Notes to Financial Statements
6
lndiCue, Inc.
STATEMENTS OF EQUITY
| Class B Common Stock | Additional Paid - in Capital |
Accumulated Earnings (Deficit) |
Total | |||||||||||||||||
| Shares | Amount | |||||||||||||||||||
| Balance as of July 26, 2023 |
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Contributions from owners |
— | — | 30 | — | 30 | |||||||||||||||
| Issuance of Class B Common stock upon conversion from a limited liability company to a corporation |
9,000,000 | 90 | (30 | ) | (60 | ) | — | |||||||||||||
| Net loss |
— | — | — | (9,487 | ) | (9,487 | ) | |||||||||||||
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| Balance at December 31, 2023 |
9,000,000 | $ | 90 | $ | — | $ | (9,547 | ) | $ | (9,457 | ) | |||||||||
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| Net income |
— | — | — | 1,801,589 | 1,801,589 | |||||||||||||||
| Dividends |
— | — | — | (150,000 | ) | (150,000 | ) | |||||||||||||
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| Balance at December 31, 2024 |
9,000,000 | $ | 90 | $ | — | $ | 1,642,042 | $ | 1,642,132 | |||||||||||
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|
|
|
|
|
|
|||||||||||
See accompanying Notes to Financial Statements
7
IndiCue, Inc.
STATEMENTS OF CASH FLOW
| For the Periods Ended December 31, |
||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: |
| |||||||
| Net Income (loss) |
$ | 1,801,589 | $ | (9,487 | ) | |||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Deferred income tax benefit |
(4,176 | ) | (2,942 | ) | ||||
| Provision for credit losses |
29,222 | — | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(4,340,232 | ) | (43,377 | ) | ||||
| Other current assets |
(8,765 | ) | — | |||||
| Accounts payable and accrued expenses |
3,446,182 | 55,806 | ||||||
| Income tax payable |
579,667 | — | ||||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
$ | 1,503,487 | $ | — | ||||
|
|
|
|
|
|||||
| Cash flows from Financing activities: |
| |||||||
| Contributions from owners |
— | 30 | ||||||
| Payment of dividends |
(150,000 | ) | — | |||||
|
|
|
|
|
|||||
| Net cash (used) provided by financing activities |
$ | (150,000 | ) | 30 | ||||
|
|
|
|
|
|||||
| Net change in cash and cash equivalents |
1,353,487 | 30 | ||||||
| Cash and cash equivalents at beginning of period |
30 | — | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents at end of year |
$ | 1,353,517 | $ | 30 | ||||
|
|
|
|
|
|||||
See accompanying Notes to Financial Statements
8
IndiCue, Inc.
SUPPLEMENTAL CASH FLOW INFORMATION AND DISCLOSURE OF NON-CASH FINANCING
ACTIVITY
| For the Periods Ended December 31, |
||||||||
| 2024 | 2023 | |||||||
| Income taxes paid |
$ | 54,420 | $ | — | ||||
| Non-cash financing activities |
|
|||||||
| Issuance of common stock |
$ | — | $ | 90 | ||||
See accompanying Notes to Financial Statements
9
IndiCue, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - NATURE OF OPERATIONS
IndiCue, Inc. (the “Company”) was initially formed on July 26, 2023 as IndiCue, LLC and was subsequently converted to a Delaware corporation on November 10, 2023.
The Company provides proprietary location-based digital advertising technology solutions that offer advertisers a targetable, measurable, and accountable way to utilize connected TV (“CTV”) media and data solutions at scale. The Company also provides solutions for media owners, including an advertising platform for DOOH networks that enables users to manage advertising inventory, optimize sales, and monetize unsold inventory.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation:
The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Cash and cash equivalents:
Cash includes cash on hand and cash in banks. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.
Accounts receivable and allowance for expected credit losses:
Accounts receivable consists of amounts owed to the Company by its customers on credit generally ranging from 3090 days from the date of invoice. In extending credit, the Company assesses its customers’ creditworthiness by evaluating, among other factors, each customer’s financial condition, credit history and expected credit sales, both initially and on an ongoing basis. The Company estimates the allowance for expected credit losses based on historical bad debts, factors related to specific customers’ ability to pay and current and expected future economic trends. The Company writes off accounts receivable against the allowance when a balance is determined to be uncollectible. At December 31, 2024, the Company recorded an allowance for expected credit losses of $29 thousand. No allowance for expected credit losses was recorded at December 31, 2023 or at inception.
Revenue recognition:
The Company primarily derives from two principal revenue streams: Ad Network revenue and Ad Serving revenue, which amounted to approximately $9,488,000 and $720,000 for the year ended December 31, 2024, respectively, and $43,400 and $0 for the period from inception (July 26, 2023) through December 31, 2023, respectively.
For Ad Network revenue, at the beginning of each advertising campaign, the client signs a contract and or insertion order which stipulates the (i) length of the campaign, (ii) number of impressions purchased, and (iii) targeted locations/demographics . Invoicing is based on the number of impressions incurred during each month, typically rendered at the end of each month. Impressions are counted each time a client’s advertising tag is rendered on a procured advertising platform. The transaction price for these impressions is determined upfront as a contracted cost per rmlle (“CPM”) rate. Revenue is recognized at a point in time when the billable impression is delivered, meaning the ad has been successfully served in line with the contract and measurement standards based on the agreed CPM.
10
IndiCue, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ad serving software represents instances where clients use the Company’s system as a technology platform for managing and delivering their advertising content across designated media channels. The customer signs a contract that grants them access to the “marketplace” and stipulates (i) length of contract and (ii) fees associated with their purchase of impressions. These customers are not purchasing media from the Company but using software as a service. Contract terms range from 1 to 2 years. The Company invoices for access to the platform based on a fixed monthly fee and a usage-based pricing model that includes charges based on queries per second (QPS), as well as contractually specified CPM rates tied to agreed-upon impression volumes. The revenue is presented includes the amount billed for access to the platform and does not include the media purchased through the platform. The Company recognizes Ad Serving revenue over time as access is provided to the customer.
The Company is required to evaluate whether the revenue is presented on a gross or net basis under U.S. GAAP. The Company’s Ad Network revenue is recognized on a gross basis when the company, acting as principal, delivers the contracted media and the related impressions are served to the customer, and the cost of the related media is recorded as cost of revenue. The Company has determined that it acts as the principal in these transactions because it controls the advertising media delivered to the customer and sets the price for purchasing the media.
As of December 31, 2024, there are no significant remaining performance obligations.
Stock-based compensation:
The Company accounts for incentive awards that require payments in amounts that are based, at least in part, on the price of the company’s stock or other equity instruments as stock-based awards in accordance with Financial Accounting Standards Board (“FASB”) ASC 718, Compensation—Stock Compensation (“Topic 718”). Under Topic 718, stock-based awards are accounted for as equity or liability classified awards. Equity classified awards are valued at fair value on the date of grant and that fair value is recognized as an expense over the requisite service period for time based awards and upon performance or contingent events becoming probable of occurring for awards with performance vesting criteria. The Company has elected to account for liability classified awards using the intrinsic value method.
Research and development costs:
Research and development costs are expensed as incurred.
11
IndiCue, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income taxes:
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, which prescribes an asset and liability method of accounting for income taxes. Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of the existing assets and liabilities and the respective tax basis.
Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred taxes and liabilities from a change in tax rates is recognized in the statement of operations in the period that the tax rate change occurs.
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Concentrations:
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits and money market investments. Accounts at the institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 for the period ended December 31, 2024 and 2023.
For the period from inception (July 26, 2023) through December 31, 2023, three customers represented 100% of the Company’s revenues and as of December 31, 2023, these same three customers represented 100% of accounts receivable. For the year ended December 31, 2024, four customers represented 75% of the Company’s revenues and as of December 31, 2024, these same four customers represented 72% of accounts receivable.
For the period from inception (July 26, 2023) through December 31, 2023, one vendor accounted for 100% of purchases. As of December 31, 2023 this same vendor accounted for 58% of accounts payable. During the year ended December 31, 2024, one vendor accounted for 84% of purchases. As of December 31, 2024, this same vendor accounted for 90% of accounts payable.
Fair value measurements:
The Company’s financial instruments include bank deposit accounts, accounts receivable and accounts payable. As of December 31, 2024 and 2023, the carrying value of the Company’s financial instruments approximated fair value, due to their short-term nature.
Recent accounting pronouncements:
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s financial statements.
In March 2024, the FASB issued Accounting Standards Update (“ASU”) No.2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU is effective for public business entities for annual periods beginning after December 15, 2024, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The Company is evaluating the impact of this new pronouncement and pending adoption implications.
12
IndiCue, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024. The adoption has an impact on disclosures with no impact on the Company’s results of operations, cash flows, nor financial position.
In March 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosures of the nature of certain expenses within income statement captions. The standard introduces a tabular disclosure of specified natural expense categories (e.g., inventory purchases, employee compensation, depreciation, amortization) included within relevant line items on the face of the income statement, along with qualitative descriptions of remaining amounts. It also requires disclosure of certain expense, gain, or loss amounts already required under U.S. GAAP and the total amount of selling expenses, including the definition of selling expenses in annual periods. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The adoption will affect disclosures only and is not expected to impact the Company’s results of operations, cash flows, or financial position.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (Financial Instruments—Credit Losses (Topic 326). This amendment allows entities to elect a practical expedient that all entities can use when estimating receivable and contract assets arising from transactions accounted for under ASC 606, revenue from contracts with customers. The amendment adds a practical expedient and an accounting policy election. The ASU is effective for annual reporting periods beginning after December 15, 2025. We are currently evaluating the provisions of this ASU.
In August 2025, the FASB issued ASU 2025-06, Intangibles -Goodwill and Other - Internal-Use Software (Subtopic 350-40). The narrowly drawn changes primarily focus on how companies decide when to count software development costs as an asset (capitalize them). Under the new guidance, a company can capitalize software costs once two conditions are met: the company’s leadership has approved and committed to funding the project and, and it is likely the project will be finished, and the software will work as intended. The ASU is effective for annual reporting periods beginning after December 15, 2027. We are currently evaluating the provisions of this ASU.
NOTE C - STOCKHOLDERS’ EQUITY
The Company was initially formed as a limited liability company on July 26, 2023 and the members of the limited liability company contributed $30 at inception. On November 10, 2023, the Company converted its structure from an LLC to a C-Corp and issued 9,000,000 shares of Class B common shares for the membership units outstanding. The change in corporate structure was recorded as an issuance of Class B stock at par value, reduction of additional paid in capital for the membership units and the difference recorded to accumulated earnings (deficit).
During the year ended December 31, 2024, the Company declared a dividend of $150,000 which was paid to all holders of Class B stock. There were no Class A shares outstanding at the time of the dividend.
The Class A and Class B common stock have the following rights and preferences:
Dividends - The holders of Class A and Class B common stock are entitled to dividends, when, as and if declared by the Board of Directors on a pro-rata basis.
Voting - Each holder of a Class A common share is entitled to one vote per share. Each holder of a Class B common share is entitled to ten votes per share.
13
IndiCue, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Conversion - Each share of Class B common stock may be converted by the holder at any time in a share of Class A common stock. Each share of Class B common stock automatically converts into one share of Class A common stock upon the transfer of the share of Class B common stock to a holder that does not also hold Class B common stock.
NOTE D - STOCK OPTION PLAN
In 2023, the Company adopted the 2023 Equity Incentive Plan (the “Plan”). The Plan provides for the grant of incentive stock options (“ISOs”) and Restricted Stock. The Plan gives broad powers to the Board to administer and implement the Plan, including the authority to determine the terms and conditions for all grants of awards. The terms and conditions of each award are determined by the Board. Under the Plan, the administrator may grant ISOs with a term not to exceed 10 years from the grant date and at an exercise price per share that shall not be less than 100% of the fair value per share of common stock, as determined by (or in a manner approved by) the Board (“Fair Value”), on the date the stock option is granted. In 2023, the Board of Directors approved the reservation of 1,000,000 shares under the Plan. Total shares reserved for issuance under the Plan are 1,000,000 as of December 31, 2024.
Vesting for grants typically occurs over 30 months. The Board may amend, modify or terminate any outstanding award, including but not limited to the award being repurchased by the Company, substituting another award of the same or a different type, changing the date of exercise or realization, and converting an ISO to a non-statutory stock option. The participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, does not materially and adversely affect the participant’s rights under the Plan or the change is permitted under the Plan.
At December 31, 2024 and 2023, there were no awards outstanding under the Plan.
14
IndiCue, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE E - INCOME TAXES
During the year ended December 31, 2024 and the period from inception (July 26, 2023) to December 31, 2023, we recorded income tax expense (benefit) of $629,261 and $(2,942), respectively.
A reconciliation of the U.S. federal statutory income tax rate of 21% to our effective income tax rate from continuing operations is as follows:
| For the Periods Ended December 31, |
||||||||
| 2024 | 2023 | |||||||
| Expected federal income tax expense (benefit) |
$ | 510,478 | $ | (2,605 | ) | |||
| State taxes, net of federal tax benefit |
81,921 | (418 | ) | |||||
| Tax credits |
(4,497 | ) | — | |||||
| Change in uncertain tax positions |
39,036 | — | ||||||
| Non-deductible expenses |
2,323 | 81 | ||||||
|
|
|
|
|
|||||
| Income tax expense/ (benefit) |
$ | 629,261 | $ | (2,942 | ) | |||
|
|
|
|
|
|||||
The deferred tax asset resulting from timing differences between financial and tax bases was associated with the following:
| December 31, 2024 |
December 31, 2023 |
|||||||
| Net operating loss carryforward |
$ | — | $ | 2,942 | ||||
| Allowance for bad debts |
7,118 | — | ||||||
|
|
|
|
|
|||||
| Net deferred tax assets |
$ | 7,118 | $ | 2,942 | ||||
|
|
|
|
|
|||||
The Company files income tax returns in the U.S. federal and Colorado state jurisdictions. In evaluating tax positions, the Company applies the provisions of ASC 740, which require recognition of the tax benefit of a position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The assessment includes consideration of all available facts, legal authority, administrative practices, and past audit experience.
During 2024, the Company identified potential state income tax exposure related to unfiled income tax returns in certain U.S. jurisdictions where the Company may have created economic nexus through its nationwide digital advertising and ad-serving activities. In connection with this exposure, the Company recorded unrecognized tax benefits of approximately $40,000 as of December 31, 2024, related to potential state income tax liabilities arising from non-filing positions. The Company recognizes interest and penalties on uncertain tax positions as a component of income tax expense.
The Company’s 2023 and 2024 U.S. federal and Colorado state tax returns remain open to examination by taxing authorities. In jurisdictions where required returns were not filed, the related tax years remain open for assessment indefinitely.
15
IndiCue, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F - RELATED PARTY
The Company has a business relationship with Adtelligent, from which it purchased a software license (See Note G), as well as development, server and hosting, and customer relationship services. Adtelligent is partially owned by the CTO and co-founder of the Company. In addition, the Company purchased ad media from and sold advertising media to Adtelligent. Transactions with Adtelligent amount to the following for the year ended December 31, 2024 and period from inception (July 26, 2023) through December 31, 2023:
| For the Periods Ended December 31, |
||||||||
| 2024 | 2023 | |||||||
| Ad media purchases from Adtelligent |
$ | 5,985,650 | $ | — | ||||
| Ad media sales to Adtelligent |
211,301 | 89 | ||||||
| Out-staffed development services |
153,309 | — | ||||||
| Out-staffed customer relationship services |
86,149 | — | ||||||
| Server and hosting services |
131,391 | — | ||||||
As of December 31, 2024, the Company had no outstanding receivables and $3,117,303 of outstanding payables. As of December 31, 2023, the Company had no amounts due to or from Adtelligent. The Company net settles the accounts receivable and payables and remits the net amount to Adtelligent. Since December 13, 2023 Adtelligent has allowed the Company to use its software for little or no consideration. Subsequent to December 31, 2024, the parties finalized their agreement for the license of the software on September 24, 2025 (See Note G).
NOTE G - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through December 16, 2025, the date which the financial statements have been available to be issued.
On July 4, 2025, the Reconciliation Bill commonly known as the “One Big Beautiful Bill Act” (the “OBBBA”) was enacted into law. OBBBA includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international), expanding certain Inflation Reduction Act incentives, and accelerating the phase-out of others. The Company is currently evaluating the impact of these provisions on the Company’s financial statements.
Effective January 1, 2025, the Company created the IndiCue 401(k) plan which allows for contributions by participants of up to 90% of annual compensation and provides for matching contributions by the Company equal to the participant’s contributions up to 100% of the first 1% of participant compensation and 50% of any compensation in excess of 1% up to 6% of participant compensation.
In June of 2025, the Company amended its 2023 Stock Plan to increase the number of shares reserved for issuance from 1,000,000 shares to 1,126,686 shares
On June 13, 2025, the Company granted stock options to employees and consultants for the purchase of 1,126,686 shares of Class A Common stock for an exercise price of $1.51 per share. The options have vesting terms that range from fully vesting upon issuance to vesting over a 30 month period of time. In the event of a corporate transaction all shares automatically vest.
On September 24, 2025, the Company finalized its agreement with Adtelligent under which it completed the purchase of software license and executed transition and master services agreements for services Adtelligent rendered to the Company since approximately February 2024. Under the terms of the agreement, the Company paid Adtelligent a cash software license fee of $300,000 and $849,263 for services provided to the Company through August 31, 2025. In addition, the Company issued 3,910,000 shares of Class A common stock and 1,541,990 shares of Class B common stock as consideration for the software license.
16
Exhibit 99.3
|
| IndiCue, Inc. |
| FINANCIAL STATEMENTS |
| NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
IndiCue, Inc.
TABLE OF CONTENTS
| Page | ||||
| Financial Statement |
| |||
| Balance sheets as of September 30, 2025 (unaudited) and December 31, 2024 |
3 | |||
| Unaudited Statements of Operations for the nine months ended September 30, 2025 and 2024 |
4 | |||
| Unaudited Statements of changes in stockholder’s equity for the nine months ended September 30, 2025 and 2024 |
5 | |||
| Unaudited Statements of cash flows for the nine months ended September 30, 2025 and 2024 |
7 | |||
| Supplemental cash flow information and disclosure of non-cash financing activity for the nine months ended September 30, 2025 and 2024 |
8 | |||
| Notes to the financial statements (unaudited) |
9 - 16 | |||
IndiCue, Inc.
BALANCE SHEETS
| As of | ||||||||
| September 30, 2025 |
December 31, 2024 |
|||||||
| (Unaudited) | ||||||||
| ASSETS |
| |||||||
| Current Assets |
||||||||
| Cash and cash equivalents |
$ | 2,005,457 | $ | 1,353,517 | ||||
| Accounts receivable, net |
9,759,307 | 4,354,387 | ||||||
| Other current assets |
1,351 | 8,765 | ||||||
|
|
|
|
|
|||||
| Total current assets |
11,766,115 | 5,716,669 | ||||||
| Intangible assets, net |
8,532,504 | — | ||||||
| Other long-term assets |
138,725 | 7,118 | ||||||
|
|
|
|
|
|||||
| Total Assets |
$ | 20,437,344 | $ | 5,723,787 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
| |||||||
| Current Liabilities |
||||||||
| Accounts payable and accrued expenses |
$ | 7,134,558 | $ | 3,501,988 | ||||
| Income tax payable |
304,596 | 579,667 | ||||||
|
|
|
|
|
|||||
| Total Liabilities |
7,439,154 | 4,081,655 | ||||||
|
|
|
|
|
|||||
| Stockholders’ Equity |
||||||||
| Additional paid in capital |
8,918,157 | — | ||||||
| Class A common stock, par value $0.00001, 22,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively, 3,910,000 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively |
39 | — | ||||||
| Class B common stock, par value $0.00001, 20,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively, 10,541,990 and 9,000,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024. |
105 | 90 | ||||||
| Accumulated earnings |
4,079,889 | 1,642,042 | ||||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
12,998,190 | 1,642,132 | ||||||
|
|
|
|
|
|||||
| Total Liabilities and Stockholders’ Equity |
$ | 20,437,344 | $ | 5,723,787 | ||||
|
|
|
|
|
|||||
See accompanying Notes to Financial Statements
3
IndiCue, Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
| Nine Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Revenues |
$ | 19,714,809 | $ | 5,228,960 | ||||
| Revenues - related party |
93,449 | 164,895 | ||||||
|
|
|
|
|
|||||
| Total Revenue |
19,808,258 | 5,393,855 | ||||||
| Cost of revenues |
6,936,257 | 655,552 | ||||||
| Cost of revenues - related party |
7,775,084 | 3,303,359 | ||||||
|
|
|
|
|
|||||
| Total cost of sales |
14,711,341 | 3,958,911 | ||||||
|
|
|
|
|
|||||
| Gross profit |
5,096,917 | 1,434,944 | ||||||
| Operating expenses: |
||||||||
| Selling, general and administrative |
1,723,551 | 228,128 | ||||||
| Research and development expenses |
183,502 | 33,881 | ||||||
|
|
|
|
|
|||||
| Total operating expenses |
1,907,053 | 262,009 | ||||||
|
|
|
|
|
|||||
| Income from operations |
3,189,864 | 1,172,935 | ||||||
| Interest income |
47,868 | 1,162 | ||||||
|
|
|
|
|
|||||
| Income before income taxes |
3,237,732 | 1,174,097 | ||||||
| (Provision) benefit for income taxes |
(799,885 | ) | (314,356 | ) | ||||
|
|
|
|
|
|||||
| Net income |
$ | 2,437,847 | $ | 859,741 | ||||
|
|
|
|
|
|||||
See accompanying Notes to Financial Statements
4
IndiCue, Inc.
STATEMENTS OF EQUITY
| Class A Common Stock | Class B Common Stock | Additional | ||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid-In Capital |
Accumulated Earnings |
Total | ||||||||||||||||||||||
| Balance as of December 31, 2024 |
— | $ | — | 9,000,000 | $ | 90 | $ | — | $ | 1,642,042 | $ | 1,642,132 | ||||||||||||||||
| Issuance of common stock for acquisition of software |
3,910,000 | 39 | 1,541,990 | 15 | 8,232,450 | — | 8,232,504 | |||||||||||||||||||||
| Stock-Based Compensation |
— | — | — | — | 685,707 | — | 685,707 | |||||||||||||||||||||
| Net income |
— | — | — | — | — | 2,437,847 | 2,437,847 | |||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance as of September 30, 2025 (unaudited) |
3,910,000 | $ | 39 | 10,541,990 | $ | 105 | $ | 8,918,157 | $ | 4,079,889 | $ | 12,998,190 | ||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
See accompanying Notes to Financial Statements
5
IndiCue, Inc.
STATEMENTS OF EQUITY
| Class A Common Stock | Class B Common Stock | Additional Paid-In Capital |
Accumulated Earnings (Deficit) |
|||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||
| Balance as of December 31, 2023 |
— | $ | — | 9,000,000 | $ | 90 | $ | — | $ | (9,547 | ) | $ | (9,457 | ) | ||||||||||||||
| Net income |
— | — | — | — | — | 859,741 | 859,741 | |||||||||||||||||||||
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|||||||||||||||
| Balance as of September 30, 2024 (unaudited) |
— | $ | — | 9,000,000 | $ | 90 | $ | — | $ | 850,194 | $ | 850,284 | ||||||||||||||||
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|
|
|
|
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|
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|
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See accompanying Notes to Financial Statements
6
IndiCue, Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: |
||||||||
| Net Income |
$ | 2,437,847 | $ | 859,741 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Deferred income tax expense |
(131,607 | ) | (2,397 | ) | ||||
| Stock based compensation |
685,707 | — | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(5,404,920 | ) | (4,143,260 | ) | ||||
| Other non-current assets |
7,414 | — | ||||||
| Accounts payable and accrued expenses |
3,332,570 | 3,159,068 | ||||||
| Income tax payable |
(275,071 | ) | 318,168 | |||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
$ | 651,940 | $ | 191,320 | ||||
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|
|
|
|
|||||
| Cash and cash equivalents at beginning of period |
1,353,517 | 30 | ||||||
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|
|||||
| Cash and cash equivalents at end of period |
$ | 2,005,457 | $ | 191,350 | ||||
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|
|
|
|||||
See accompanying Notes to Financial Statements
7
IndiCue, Inc.
SUPPLEMENTAL CASH FLOW INFORMATION
AND DISCLOSURE OF NON-CASH FINANCING ACTIVITY
(Unaudited)
| Nine Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Income taxes paid |
$ | 1,206,563 | $ | — | ||||
| Non-cash financing activities |
||||||||
| Issuance of common stock for acquisition of software |
$ | 8,232,504 | $ | — | ||||
| Intangible asset additions in accounts payable |
$ | 300,000 | $ | — | ||||
See accompanying Notes to Financial Statements
8
IndiCue, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A—NATURE OF OPERATIONS
IndiCue, Inc. (the “Company”) was initially formed on July 26, 2023 as IndiCue, LLC and was subsequently converted to a Delaware corporation on November 10, 2023.
The Company provides proprietary location-based digital advertising technology solutions that offer advertisers a targetable, measurable, and accountable way to utilize connected TV (“CTV”) media and data solutions at scale. The Company also provides solutions for media owners, including an advertising platform for DOOH networks that enables users to manage advertising inventory, optimize sales, and monetize unsold inventory.
NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation:
The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Cash and cash equivalents:
Cash includes cash on hand and cash in banks. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.
Accounts receivable and allowance for expected credit losses:
Accounts receivable consists of amounts owed to the Company by its customers on credit generally ranging from 30- 90 days from the date of invoice. In extending credit, the Company assesses its customers’ creditworthiness by evaluating, among other factors, each customer’s financial condition, credit history and expected credit sales, both initially and on an ongoing basis. The Company estimates the allowance for expected credit losses based on historical bad debts, factors related to specific customers’ ability to pay and current and expected future economic trends. The Company writes off accounts receivable against the allowance when a balance is determined to be uncollectible. As of December 31, 2024 and September 30, 2025 the Company had an allowance for expected credit losses of $29 thousand.
Intangible Assets:
Intangible assets primarily consist of acquired technology associated with the Company’s digital advertising platform. The Company capitalizes intangible assets acquired at their estimated fair values on the acquisition date. Intangible assets with finite useful lives are amortized over their estimated useful lives on a straight-line basis, which for acquired software is currently estimated at 5 years. The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment losses are recognized if the carrying amount of the intangible assets exceeds their fair value.
On September 24, 2025, the Company entered into a Software Acquisition Agreement to acquire a customized SSAI technology platform and related intellectual property from Adtelligent, Inc., a related party, for total consideration of approximately $8.5 million, consisting of (i) $300,000 in cash, and (ii) the issuance of 3.91 million Class A and 1.54 million Class B shares of common stock (the “Stock Consideration”), which were valued at $8.23 million at issuance. In addition, the Company paid Adtelligent $849,262 in settlement of prior development services.
9
IndiCue, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
This transaction was accounted for as an asset acquisition in accordance with ASC 805-50 as it did not meet the definition of a business under U.S. GAAP. Accordingly, the Company allocated the purchase price to the identifiable intangible assets acquired based on their relative fair values. The assets acquired consisted of proprietary software code and related documentation.
Revenue recognition:
The Company primarily derives from two principal revenue streams: Ad Network revenue and Ad Serving revenue, which amounted to approximately $17,720,000 and $1,966,000 for the nine months ended September 30, 2025, respectively, and approximately $4,997,000 and $387,000 for the nine months ended September 30, 2024, respectively.
For Ad Network revenue, at the beginning of each advertising campaign, the client signs a contract and or insertion order which stipulates the (i) length of the campaign, (ii) number of impressions purchased, and (iii) targeted locations/demographics. Invoicing is based on the number of impressions incurred during each month, typically rendered at the end of each month. Impressions are counted each time a client’s advertising tag is rendered on a procured advertising platform. The transaction price for these impressions is determined upfront as a contracted cost per mille (“CPM”) rate. Revenue is recognized at a point in time when the billable impression is delivered, meaning the ad has been successfully served in line with the contract and measurement standards based on the agreed CPM.
Ad serving software represents instances where clients use the Company’s system as a technology platform for managing and delivering their advertising content across designated media channels. The customer signs a contract that grants them access to the “marketplace” and stipulates (i) length of contract and (ii) fees associated with their purchase of impressions. These customers are not purchasing media from the Company but using software as a service. Contract terms range from 1 to 2 years. The Company invoices for access to the platform based on a fixed monthly fee and a usage-based pricing model that includes charges based on queries per second (QPS), as well as contractually specified CPM rates tied to agreed-upon impression volumes. The revenue is presented includes the amount billed for access to the platform and does not include the media purchased through the platform. The Company recognizes Ad Serving revenue over time as access is provided to the customer.
The Company is required to evaluate whether the revenue is presented on a gross or net basis under U.S. GAAP. The Company’s Ad Network revenue is recognized on a gross basis when the company, acting as principal, delivers the contracted media and the related impressions are served to the customer, and the cost of the related media is recorded as cost of revenue. The Company has determined that it acts as the principal in these transactions because it controls the advertising media delivered to the customer and sets the price for purchasing the media.
As of September 30, 2025 and December 31, 2024, there are no significant remaining performance obligations.
Stock-based compensation:
The Company accounts for incentive awards that require payments in amounts that are based, at least in part, on the price of the company’s stock or other equity instruments as stock-based awards in accordance with Financial Accounting Standards Board (“FASB”) ASC 718, Compensation – Stock Compensation (“Topic 718”). Under Topic 718, stock-based awards are accounted for as equity or liability classified awards. Equity classified awards are valued at fair value on the date of grant and that fair value is recognized as an expense over the requisite service period for time based awards and upon performance or contingent events becoming probable of occurring for awards with performance vesting criteria. The Company has elected to account for liability classified awards using the intrinsic value method.
10
IndiCue, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Research and development costs:
Research and development costs are expensed as incurred.
Income taxes:
Deferred income taxes have been provided to show the effect of temporary differences between the recognition of expenses for financial and income tax reporting purposes and between the tax basis of assets and liabilities, and their reported amounts in the consolidated financial statements. In assessing the realizability of deferred tax assets, the Company assesses the likelihood that deferred tax assets will be recovered through tax planning strategies or from future taxable income, and to the extent that recovery is not likely or there is insufficient earnings history, a valuation allowance is established. As of September 30, 2025 and 2024, the Company did not record a valuation allowance for deferred tax assets as it is more likely than not that the assets will be recovered based on a history of earnings.
The Company reflects tax benefits only if it is more likely than not that the Company will be able to sustain the tax position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. The Company recorded $50,000 and $29,000 of liabilities related to uncertain tax positions related to U.S. state income tax exposure as of September 30, 2025 and 2024, respectively.
The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company recognized interest and penalties on its statements of operations during the nine month periods ended September 30, 2025 and 2024 of approximately $24,000 and $10,000, respectively. The Company anticipates recognizing additional interest of approximately $13,000 during the next 12 months.
The provision for income taxes for the nine months ended September 30, 2025 and 2024 was $800,000 and $314,000, respectively. The provision is mainly attributable to taxable income earned in the U.S. for federal and state income tax purposes. The Company records interim income tax expense using the estimated annual effective rate methodology under ASC 740.
Concentrations:
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits and money market investments. Accounts at the institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 for the periods ended September 30, 2025 and December 31, 2024.
For the nine months ended September 30, 2025, 2 customers represented 73% of the Company’s revenues and as of September 30, 2025, these same 2 customers represented 81% of accounts receivable. For the nine months ended September 30, 2024, 3 customers represented 69% of the Company’s revenues and as of December 31, 2024, these same 3 customers represented 65% of accounts receivable.
For the nine months ended September 30, 2025, 2 vendors accounted for 91% of purchases and as of September 30, 2025 2 vendors accounted for 90% of accounts payable. For the nine months ended September 30, 2024, 2 vendors accounted for 97% of purchases. As of December 31, 2024, these same two vendors accounted for 93% of accounts payable.
Fair value measurements:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques that would be used to measure fair value into one of three levels:
11
IndiCue, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and income tax payable.
The value ascribed to the common stock issued in connection with the asset acquisition was based on the Company’s estimate of fair value of its common stock, which was estimated using Level 3 inputs.
Recent accounting pronouncements:
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s financial statements.
In March 2024, the FASB issued Accounting Standards Update (“ASU”) No.2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU is effective for public business entities for annual periods beginning after December 15, 2024, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The Company is evaluating the impact of this new pronouncement and pending adoption implications.
In December 2023, the FASB issued ASU 2023-09, “Improvements to Tax Disclosures” (Topic 740). The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and the income taxes paid information disclosed. The ASU is effective retrospectively for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is in the process of completing the assessment of the impact that the adoption of this ASU will have on its financial statements and will include the related disclosure for the year ending December 31, 2025.
In March 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosures of the nature of certain expenses within income statement captions. The standard introduces a tabular disclosure of specified natural expense categories (e.g., inventory purchases, employee compensation, depreciation, amortization) included within relevant line items on the face of the income statement, along with qualitative descriptions of remaining amounts. It also requires disclosure of certain expense, gain, or loss amounts already required under U.S. GAAP and the total amount of selling expenses, including the definition of selling expenses in annual periods. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The adoption will affect disclosures only and is not expected to impact the Company’s results of operations, cash flows, or financial position.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (Financial Instruments – Credit Losses (Topic 326). This amendment allows entities to elect a practical expedient that all entities can use when estimating receivable and contract assets arising from transactions accounted for under ASC 606, revenue from contracts with customers. The amendment adds a practical expedient and an accounting policy election. The ASU is effective for annual reporting periods beginning after December 15, 2025. We are currently evaluating the provisions of this ASU.
12
IndiCue, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
In August 2025, the FASB issued ASU 2025-06, Intangibles -Goodwill and Other – Internal-Use Software (Subtopic 350-40). The narrowly drawn changes primarily focus on how companies decide when to count software development costs as an asset (capitalize them). Under the new guidance, a company can capitalize software costs once two conditions are met: the company’s leadership has approved and committed to funding the project and, and it is likely the project will be finished, and the software will work as intended. The ASU is effective for annual reporting periods beginning after December 15, 2027. We are currently evaluating the provisions of this ASU.
NOTE C—ASSET ACQUISITION
On September 24, 2025, the Company entered into a Software Acquisition Agreement to acquire a customized SSAI technology platform and related intellectual property from Adtelligent, Inc. for total consideration of approximately $8.5 million, consisting of (i) $300,000 in cash, and (ii) the issuance of 3.91 million Class A and 1.54 million Class B shares of common stock (the “Stock Consideration”), which were valued at $8.23 million at issuance. In addition, the Company paid Adtelligent $849,262 in settlement of prior development services. The Company recorded an intangible software asset, which is being amortized over its estimated useful life of 5 years. The fair value assigned to the intangible asset was determined using a cost approach corroborated by the agreed development value in the concurrent Transition Services and Master Services Agreements. The Stock Consideration was valued at the most recent arms-length equity financing valuation.
This transaction was accounted for as an asset acquisition in accordance with ASC 805-50 as it did not meet the definition of a business under U.S. GAAP. Accordingly, the Company allocated the purchase price to the identifiable intangible assets acquired based on their relative fair values. The assets acquired consisted of proprietary software code and related documentation.
The acquisition provides the Company with control over the proprietary SSAI platform and source code, enabling full integration into its Connected TV ad monetization business strategy.
NOTE D—STOCKHOLDERS’ EQUITY
The Company was initially formed as a limited liability company on July 26, 2023 and the members of the limited liability company contributed $30 at inception. On November 10, 2023, the Company converted its structure from an LLC to a C-Corp and issued 9,000,000 shares of Class B common shares for the membership units outstanding. The change in corporate structure was recorded as an issuance of Class B stock at par value, reduction of additional paid in capital for the membership units and the difference recorded to accumulated earnings (deficit).
During the year ended December 31, 2024, the Company declared a dividend of $150,000 which was paid to all holders of Class B stock. There were no Class A shares outstanding at the time of the dividend.
The Class A and Class B common stock have the following rights and preferences:
Dividends – The holders of Class A and Class B common stock are entitled to dividends, when, as and if declared by the Board of Directors on a pro-rata basis.
Voting – Each holder of a Class A common share is entitled to one vote per share. Each holder of a Class B common share is entitled to ten votes per share.
Conversion – Each share of Class B common stock may be converted by the holder at any time in a share of Class A common stock. Each share of Class B common stock automatically converts into one share of Class A common stock upon the transfer of the share of Class B common stock to a holder that does not also hold Class B common stock.
13
IndiCue, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Effective January 1, 2025, the Company created the IndiCue 401(k) plan which allows for contributions by participants of up to 90% of annual compensation and provides for matching contributions by the Company equal to the participant’s contributions up to 100% of the first 1% of participant compensation and 50% of any compensation in excess of 1% up to 6% of participant compensation.
In June of 2025, the Company amended its 2023 Stock Plan to increase the number of shares reserved for issuance from 1,000,000 shares to 1,126,686 shares
On June 13, 2025, the Company granted stock options to employees and consultants for the purchase of 1,126,686 shares of Class A Common stock for an exercise price of $1.51 per share. The options have vesting terms that range from fully vesting upon issuance to vesting over a 30 month period of time. In the event of a corporate transaction all shares automatically vest.
On September 24, 2025, the Company finalized its agreement with Adtelligent under which it completed the purchase of software license and executed transition and master services agreements for services Adtelligent rendered to the Company since approximately February 2024. Under the terms of the agreement, the Company paid Adtelligent a cash software license fee of $300,000 and $849,263 for services provided to the Company through August 31, 2025. In addition, the Company issued 3,910,000 shares of Class A common stock and 1,541,990 shares of Class B common stock as consideration for the software license. The Company recorded an intangible asset in conjunction with this transaction and ascribed $8,532,504 in value to it based on the estimated fair value of its common stock of $1.51.
NOTE E—STOCK OPTION PLAN
In 2023, the Company adopted the 2023 Equity Incentive Plan (the “Plan”). The Plan provides for the grant of incentive stock options (“ISOs”) and Restricted Stock. The Plan gives broad powers to the Board to administer and implement the Plan, including the authority to determine the terms and conditions for all grants of awards. The terms and conditions of each award are determined by the Board. Under the Plan, the administrator may grant ISOs with a term not to exceed 10 years from the grant date and at an exercise price per share that shall not be less than 100% of the fair value per share of common stock, as determined by (or in a manner approved by) the Board (“Fair Value”), on the date the stock option is granted. In 2023, the Board of Directors approved the reservation of 1,000,000 shares under the Plan. Total shares reserved for issuance under the Plan are 1,000,000 as of December 31, 2024.
Vesting for grants typically occurs over 30 months. The Board may amend, modify or terminate any outstanding award, including but not limited to the award being repurchased by the Company, substituting another award of the same or a different type, changing the date of exercise or realization, and converting an ISO to a non-statutory stock option. The participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, does not materially and adversely affect the participant’s rights under the Plan or the change is permitted under the Plan.
On June 13, 2025, the Company granted stock options to employees and consultants for the purchase of 1,126,686 shares of Class A Common stock for an exercise price of $1.51 per share. The options have vesting terms that range from fully vesting upon issuance to vesting over a 30-month period of time. In the event of a corporate transaction all shares automatically vest.
The fair value of each option was determined using a Black-Scholes option pricing model, and the exercise price per share was set in good faith based on a third-party valuation compliant with ASC 718. The grant date fair value for options granted during the nine months ended September 30, 2025 was $0.70. Weighted average assumptions used as inputs to the Black-Scholes option pricing model were: volatility – 46%; risk free rate – 4.04%; dividend rate – 0.0%; expected term – 5.26 years. The Company recognized expense of $685,707 and $0 for the nine month periods ended September 30, 2025 and 2024, respectively. As of September 30, 2025, options for the purchase of 995,207 shares of common stock were vested, and unrecognized compensation expense was $103,507, which will be recognized over 2.2 years.
14
IndiCue, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
As of September 30, 2025 and December 31, 2024, there 1,126,686 and zero awards outstanding under the Plan, respectively.
NOTE F – INCOME TAXES
During the nine months ended September 30, 2025 and 2024, we recorded income tax expense of $799,885 and $314,356, respectively. The estimated effective annual tax rates for the nine month periods ended September 30, 2025 and 2024 were 24.4% and 24.3%, respectively.
The Company files income tax returns in the U.S. federal and Colorado state jurisdictions. In evaluating tax positions, the Company applies the provisions of ASC 740, which require recognition of the tax benefit of a position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The assessment includes consideration of all available facts, legal authority, administrative practices, and past audit experience.
The Company identified potential state income tax exposure related to unfiled income tax returns in certain U.S. jurisdictions where the Company may have created economic nexus through its nationwide digital advertising and ad-serving activities. In connection with this exposure, the Company recorded unrecognized tax benefits of approximately $49,000 and $29,000 as of September 30, 2025 and 2024, respectively, related to potential state income tax liabilities arising from non-filing positions. The Company recognizes interest and penalties on uncertain tax positions as a component of income tax expense.
The Company’s 2023 and 2024 U.S. federal and Colorado state tax returns remain open to examination by taxing authorities. In jurisdictions where required returns were not filed, the related tax years remain open for assessment indefinitely.
NOTE G—RELATED PARTY
The Company has a business relationship with Adtelligent, from which it purchased a software license (See Note C), as well as development, server and hosting, and customer relationship services. Adtelligent is partially owned by the CTO and co-founder of the Company. In addition, the Company purchased ad media from and sold advertising media to Adtelligent. Transactions with Adtelligent amount to the following for the nine months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
|
|
|
|
|
|||||
| Ad media sales to Adtelligent |
$ | 93,449 | $ | 164,895 | ||||
|
|
|
|
|
|||||
| Revenues – related party |
93,449 | 164,895 | ||||||
| Ad media purchases from Adtelligent |
7,549,815 | 3,170,829 | ||||||
| Server and hosting services |
177,269 | 90,530 | ||||||
| Out-staffed engineering services |
48,000 | 42,000 | ||||||
|
|
|
|
|
|||||
| Cost of revenues – related party |
7,775,084 | 3,303,359 | ||||||
| Out-staffed development services |
157,287 | 59,881 | ||||||
| Out-staffed customer relationship services |
107,612 | 28,358 | ||||||
|
|
|
|
|
|||||
| Selling, general, and administrative |
264,899 | 88,239 | ||||||
15
IndiCue, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
As of September 30, 2025 the Company had no outstanding receivables due from and approximately $3,695,000 of outstanding payables due to Adtelligent. As of December 31, 2024 the Company had no outstanding receivables due from and approximately $3,117,000 of outstanding payables due to Adtelligent. The Company net settles the accounts receivable and payables and remits the net amount to Adtelligent. Since December 13, 2023 Adtelligent has allowed the Company to use its software for little or no consideration. The Company and Adtelligent finalized an agreement for the license of the software on September 24, 2025 (See Note C).
NOTE H—SUBSEQUENT EVENTS
On October 7, 2025, the Company entered into a non-binding letter of intent with Cineverse Corp. under which Cineverse would acquire all of the issued and outstanding stock of the Company. The transaction is expected to close in the near term.
The Company has evaluated subsequent events through February 5, 2026, the date which the financial statements have been available to be issued.
16
Exhibit 99.4
Unaudited Pro Forma Combined Condensed Financial Statements
Introduction
On February 9, 2026, Cineverse Corp. (the “Company” or “Cineverse”) entered into the Purchase Agreement with IndiCue, Inc. (the “Seller” or “IndiCue”) pursuant to which Cineverse agreed to purchase 100% of the issued and outstanding shares of IndiCue (the “Acquisition”). The aggregate consideration is $22.0 million, which will be subject to normal working capital adjustments. The consideration is expected to consist of $12.8 million in cash and $9.2 million of deferred consideration due within one year of the Acquisition date, payable in cash or Cineverse common stock at the discretion of Cineverse. In addition, total consideration for the Acquisition could increase by $18.0 million if certain revenue and gross profit earnout targets are achieved during the first three fiscal years following the Acquisition (the “Earnout Payments”). The Earnout Payments will consist of cash or Cineverse common stock at the discretion of Cineverse.
The Company has received commitments for a $13.0 million convertible note (the “Convertible Note”).
The unaudited pro forma combined condensed statements of operations reflect the pro forma impact of the Acquisition and the related financing transactions described below as if they had been completed on April 1, 2024, and the unaudited pro forma combined condensed balance sheet reflects the pro forma impact of the Acquisition and the related financing transactions described below as if it had been completed on September 30, 2025:
| • | the incurrence of $13.0 million in debt under the Convertible Note; and |
| • | the payment and/or accrual of the expenses and fees related to each of the above. |
Cineverse and IndiCue have fiscal year ends of March 31 and December 31, respectively. The unaudited pro forma combined condensed balance sheet as of September 30, 2025 is based upon Cineverse’s audited consolidated balance sheet as of September 30, 2025 as filed with the SEC in Cineverse’s Quarterly Report on Form 10-Q on November 14, 2025 and the unaudited historical balance sheet of IndiCue as of September 30, 2025, both of which are included herein. The unaudited pro forma combined condensed balance sheet is presented as if the Acquisition had occurred on September 30, 2025.
The unaudited pro forma combined condensed statement of operations for the six months ended September 30, 2025 is based upon Cineverse’s historical unaudited statement of operations for the six months ended September 30, 2025, as filed with the SEC in Cineverse’s Quarterly Report on Form 10-Q on November 14, 2025, which are incorporated by reference into this filing, combined with the unaudited historical statement of operations of IndiCue for the six months ended September 30, 2025, which are included in this filing. The unaudited pro forma combined condensed statement of operations for the year ended March 31, 2025 is based upon Cineverse’s historical audited statement of operations for year ended March 31, 2025, as filed with the SEC in Cineverse’s Annual Report on Form 10-K on June 30, 2025 which are incorporated by reference into this filing, combined with the unaudited historical statement of operations of IndiCue as of December 31, 2024, which are included in this filing. The unaudited pro forma combined condensed statements of operations are presented as if the Acquisition had occurred on January 1, 2024.
Pro forma adjustments are based upon available information and assumptions that management believes are reasonable. Such adjustments are estimated and are subject to change.
The unaudited pro forma combined condensed financial statements were prepared using the acquisition method of accounting as outlined in the Accounting Standards Codification (“ASC”) 805, Business Combinations, under U.S. GAAP, with the Cineverse considered the acquiring company. Based on the acquisition method of accounting, the consideration paid for IndiCue is allocated to its assets and liabilities based on their preliminary estimated fair value. The purchase price allocation and valuation are based on preliminary estimates, subject to final adjustments and provided for informational purposes only. For the purpose of measuring the preliminary estimated fair value of the
assets acquired and liabilities assumed, management has applied the accounting guidance under U.S. GAAP for fair value measurements, using established valuation techniques. This guidance establishes the framework for measuring fair value for any asset acquired or liability assumed under U.S. GAAP. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.
The pro forma adjustments and allocation of purchase price of the Acquisition are preliminary and are based on management’s estimates of the fair value of the assets acquired and liabilities assumed, which will be finalized within one year after the Acquisition. The final purchase price allocation will be completed after asset and liability valuations are finalized. This final valuation will be based on the actual net tangible and intangible assets that exist as of the date of the completion of the Acquisition and related financing transactions. Any final adjustments may change the allocations of purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma combined condensed financial information. In addition, the timing of the completion of the Acquisition and related financing transactions and other changes in our net tangible and intangible assets prior to the completion of the transactions described above could cause material differences in the information presented.
The combined condensed pro forma financial information is being provided for illustrative purposes only and does not purport to represent what the Company’s actual financial position or results of operations would have been had the Acquisition occurred on the dates assumed nor do they project the Company’s results of operations or financial position for any future period or date. The actual results reported by the combined company in periods following the Acquisition may differ significantly from these unaudited pro forma combined condensed financial statements for a number of reasons. The pro forma adjustments, as described in the notes to the unaudited pro forma combined condensed financial information, are based on currently available information. Management believes such adjustments are factually supportable, directly attributable, and with respect to the unaudited pro forma combined condensed statements of operations, are expected to have a continuing impact to the combined results. The pro forma financial statements do not account for costs to integrate the operations of Cineverse and IndiCue or the costs necessary to achieve or the impact of any cost savings, operating synergies, and revenue enhancements resulting from the Acquisition.
This offering is not contingent upon consummation of the Acquisition. We cannot assure you that the Acquisition will be consummated or, if consummated, that they will be consummated on the terms we currently expect.
Unaudited Pro Forma Combined Condensed Balance Sheet
As of September 30, 2025
(In thousands)
| Historical | Pro Forma | |||||||||||||||||||
| Cineverse | IndiCue | IndiCue Acquisition Related Adjustments |
Combined | |||||||||||||||||
| ASSETS |
||||||||||||||||||||
| Current Assets |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 2,336 | $ | 2,006 | $ | (1,255) | (1) | $ | 3,087 | |||||||||||
| Accounts receivable, net |
13,749 | 9,759 | — | 23,508 | ||||||||||||||||
| Content advances, net |
5,384 | — | — | 5,384 | ||||||||||||||||
| Other current assets |
1,789 | 1 | — | 1,790 | ||||||||||||||||
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| Total current assets |
23,258 | 11,766 | (1,255) | 33,769 | ||||||||||||||||
| Property and equipment, net |
3,070 | — | — | 3,070 | ||||||||||||||||
| Intangible assets, net |
18,405 | 8,532 | — | 26,937 | ||||||||||||||||
| Goodwill |
6,799 | — | 19,419 | (2) | 26,218 | |||||||||||||||
| Content advances, net of current portion |
7,941 | — | — | 7,941 | ||||||||||||||||
| Other long-term assets |
2,474 | 139 | (139) | (6) | 2,474 | |||||||||||||||
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| Total Assets |
$ | 61,947 | $ | 20,437 | $ | 18,025 | $ | 100,409 | ||||||||||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Current Liabilities |
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| Accounts payable and accrued expenses |
$ | 17,537 | $ | 7,134 | $ | — | $ | 24,671 | ||||||||||||
| Line of credit |
6,645 | — | — | 6,645 | ||||||||||||||||
| Convertible note, net |
— | — | 12,520 | (3) | 12,520 | |||||||||||||||
| Deferred consideration |
— | — | 9,200 | (4) | 9,200 | |||||||||||||||
| Contingent consideration |
— | — | 10,417 | (5) | 10,417 | |||||||||||||||
| Current portion of operating lease liabilities |
293 | — | — | 293 | ||||||||||||||||
| Other current liabilities |
49 | 305 | — | 354 | ||||||||||||||||
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| Total current liabilities |
24,524 | 7,439 | 32,137 | 64,100 | ||||||||||||||||
| Operating lease liabilities, net of current portion |
260 | — | — | 260 | ||||||||||||||||
| Other long-term liabilities |
— | — | — | — | ||||||||||||||||
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| Total Liabilities |
$ | 24,784 | $ | 7,439 | $ | 32,137 | $ | 64,360 | ||||||||||||
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| Stockholders’ equity |
37,163 | 12,998 | (14,112) | (7) | 36,049 | |||||||||||||||
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| Total Liabilities and Equity |
$ | 61,947 | $ | 20,437 | $ | 18,025 | $ | 100,409 | ||||||||||||
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The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements.
Unaudited Pro Forma Combined Condensed Statement of Operations
(In thousands)
| Historical | Pro Forma | |||||||||||||||||||
| Fiscal Year Ended | IndiCue Acquisition Related Adjustments |
|||||||||||||||||||
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||
| Cineverse | IndiCue | Combined | ||||||||||||||||||
| Revenue |
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| Revenues |
$ | 78,181 | $ | 10,007 | $ | (2) | (8) | $ | 88,186 | |||||||||||
| Revenues - related party |
— | 201 | — | 201 | ||||||||||||||||
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| Total Revenue |
78,181 | 10,208 | (2) | 88,387 | ||||||||||||||||
| Costs and expenses |
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| Direct operating |
38,776 | 1,135 | (2) | (8) | 39,909 | |||||||||||||||
| Direct operating - related party |
— | 6,117 | — | 6,117 | ||||||||||||||||
| Selling, general and administrative |
27,684 | 530 | 150 | (13) | 28,364 | |||||||||||||||
| Depreciation and amortization |
3,797 | — | 1,706 | (15) | 5,503 | |||||||||||||||
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| Total operating expenses |
70,257 | 7,782 | 1,854 | 79,893 | ||||||||||||||||
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| Operating income |
7,924 | 2,426 | (1,856) | 8,494 | ||||||||||||||||
| Interest income (expense) |
(4,365) | 6 | (3,123) | (10)(14) | (7,482) | |||||||||||||||
| Gain from equity investment in Metaverse |
176 | — | — | 176 | ||||||||||||||||
| Other expenses, net |
135 | — | — | 135 | ||||||||||||||||
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| Net income (loss) before income taxes |
3,870 | 2,432 | (4,980) | 1,322 | ||||||||||||||||
| Income tax benefit (expense) |
(106) | (629) | 605 | (12) | (130) | |||||||||||||||
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| Net income (loss) |
3,764 | 1,803 | (4,375) | 1,192 | ||||||||||||||||
| Net income attributable to noncontrolling interest |
(162) | — | — | (162) | ||||||||||||||||
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| Net income attributable to controlling interests |
3,602 | 1,803 | (4,375) | 1,030 | ||||||||||||||||
| Preferred stock dividends |
(356) | — | — | (356) | ||||||||||||||||
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| Net income (loss) attributable to common stockholders |
$ | 3,246 | $ | 1,803 | $ | (4,375) | $ | 674 | ||||||||||||
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| Net income per share attributable to common stockholders: |
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| Basic |
$ | 0.18 | $ | 0.04 | ||||||||||||||||
| Diluted |
$ | 0.16 | $ | 0.04 | ||||||||||||||||
| Weighted average shares of Common Stock outstanding: |
||||||||||||||||||||
| Basic |
15,814 | — | 15,814 | |||||||||||||||||
| Diluted |
17,818 | — | 17,818 | |||||||||||||||||
The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements.
| Unaudited Pro Forma Combined Condensed Statement of Operations | ||||||||||||||||||||
| For the Six Months Ended September 30, 2025 | ||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Historical | Pro Forma | |||||||||||||||||||
| IndiCue Acquisition Related Adjustments |
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| Cineverse | IndiCue | Combined | ||||||||||||||||||
| Revenues |
$ | 23,476 | $ | 15,152 | $ | (127) | (9) | $ | 38,501 | |||||||||||
| Revenues - related party |
— | 93 | — | 93 | ||||||||||||||||
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| Total Revenue |
23,476 | 15,245 | (127) | 38,594 | ||||||||||||||||
| Costs and expenses |
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| Direct operating |
10,021 | 11,201 | (127) | (9) | 21,095 | |||||||||||||||
| Direct operating - related party |
— | — | — | — | ||||||||||||||||
| Selling, general and administrative |
20,359 | 1,607 | 75 | (13) | 22,078 | |||||||||||||||
| Depreciation and amortization |
2,208 | — | 853 | (15) | 3,061 | |||||||||||||||
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| Total operating expenses |
32,588 | 12,808 | 801 | 46,234 | ||||||||||||||||
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| Operating income (loss) |
(9,112) | 2,437 | (928) | (7,640) | ||||||||||||||||
| Interest income (expense) |
131 | 35 | (1,170) | (11)(14) | (1,004) | |||||||||||||||
| Other expense, net |
(46) | — | — | (46) | ||||||||||||||||
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| Net income (loss) before income taxes |
(9,027) | 2,472 | (2,098) | (8,690) | ||||||||||||||||
| Income tax expense |
(34) | (839) | 710 | (12) | (37) | |||||||||||||||
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| Net income (loss) |
(9,061) | 1,633 | (1,388) | (8,727) | ||||||||||||||||
| Net income attributable to noncontrolling interest |
(88) | — | — | (88) | ||||||||||||||||
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| Net loss attributable to controlling interests |
(9,149) | 1,633 | (1,388) | (8,815) | ||||||||||||||||
| Preferred stock dividends |
(178) | — | — | (178) | ||||||||||||||||
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| Net income (loss) attributable to common stock holders |
$ | (9,327) | $ | 1,633 | $ | (1,388) | $ | (8,993) | ||||||||||||
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| Net income (loss) per share attributable to common stock holders: |
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| Basic and diluted |
$ | (0.53) | $ | (0.51) | ||||||||||||||||
| Weighted average shares of Common Stock outstanding: |
||||||||||||||||||||
| Basic and diluted |
17,720 | — | 17,720 | |||||||||||||||||
The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 — Basis of Presentation
The unaudited pro forma condensed combined financial information and accompanying notes were prepared in accordance with Article 11 of Regulation S-X, after giving effect to the Acquisition and related financing transactions and other pro forma adjustments.
The Acquisition is accounted for under the acquisition method of accounting with Cineverse as the accounting acquirer pursuant to ASC 805 and, accordingly, the assets and liabilities of IndiCue presented in these pro forma condensed combined financial statements have been adjusted to their estimated fair values based upon conditions as of the date of the agreement and as if the transaction had been effective on April 1, 2024 for combined condensed statements of operations. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial position or results of operations of the combined company that would have been realized had the Acquisition been completed at the beginning of each period presented. The fair values are estimates as of the date of this filing and actual amounts are still in the process of being finalized. Fair values are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.
The unaudited pro forma condensed combined financial information does not reflect the impact of any potential restructuring or integration activities that have yet to be determined, nor the impact of possible cost or growth synergies expected to be achieved by the Combined Company, as no assurance can be made that such cost or growth synergies will be achieved.
Note 2 — Purchase Price
Under the terms and subject to the conditions set forth in the stock purchase agreement, each share of IndiCue equity issued and outstanding immediately prior to the effective time of the Acquisition will be converted into the right to receive the purchase consideration.
Pursuant to the stock purchase agreement, Cineverse estimates that IndiCue shareholders will receive $12.8 million in cash and 9.2 million in deferred consideration, due within one year of the Acquisition closing date, payable in cash or shares of Cineverse common stock, at the discretion Cineverse. In addition, total consideration for the Acquisition could increase by $18.0 million in Earnout Payments if certain revenue and gross profit earnout targets are achieved during the first three fiscal years following the Acquisition. The Earnout Payments will consist of cash or Cineverse common stock at the discretion of Cineverse.
Note 3 — Preliminary Allocation of Purchase Price
Under the acquisition method of accounting, the total purchase price is allocated to the acquired tangible and intangible assets and assumed liabilities of Cineverse based on their estimated fair value as of the closing of the Acquisition. The excess of the purchase price over the fair value of the net assets acquired, net of deferred taxes, is allocated to goodwill. Estimated fair value adjustments included in the pro forma unaudited financial statements are based upon available information and certain assumptions considered reasonable may be revised as additional information becomes available.
The following are the pro forma adjustment estimates Cineverse expects to make to record the acquisition and adjust IndiCue’s assets and liabilities to their estimated fair values as of September 30, 2025.
| (in thousands) |
||||
| Purchase price allocation: |
||||
| Cash paid to seller |
$ | 12,800 | ||
| Deferred consideration |
9,200 | |||
| Contingent consideration |
10,417 | |||
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| Purchase price |
$ | 32,417 | ||
| Allocated to: |
||||
| Historical book value of IndiCue’s assets and liabilities as of September 30, 2025 |
12,998 | |||
| Preliminary pro forma goodwill |
$ | 19,419 | ||
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Note 4 — Pro Forma Adjustments
The following pro forma adjustments are reflected in the unaudited pro forma combined financial information. All taxable Management Adjustments were calculated using a 0.5% effective tax rate. All adjustments are based on current assumptions and valuations, which are subject to change, and that Cineverse believes are reasonable. The actual effects of the Acquisition will differ from the pro forma adjustments. A general description of the pro forma adjustments is provided below:
| 1) | To record the $(1.3) million net decrease in cash from the financing transactions of $13.0 million less $12.8 million of cash consideration for the Acquisition and $1.5 million of transaction fees. |
| 2) | To record estimate of goodwill that will be recognized as part of the Acquisition. See the preliminary allocation of purchase price in Note 3. |
| 3) | To record issuance of $13.0 million convertible note net of estimated transaction costs of $0.5 million. |
| 4) | To record $9.2 million of deferred consideration. |
| 5) | To record the estimated net present value of the Earnout Payments. |
| 6) | To write-off the IndiCue deferred tax asset. |
| 7) | To record the elimination of IndiCue Stockholders’ equity of $12.998 million. |
| 8) | To record the elimination of revenues and direct operating costs between Cineverse and IndiCue of $.002 million for the year ended March 31, 2025 and December 31, 2024, respectively. |
| 9) | To record the elimination of revenues and direct operating costs between Cineverse and IndiCue of $0.127 million for the six months ended September 30, 2025. |
| 10) | To record interest expense of $1.04 million on the issuance of $13.0 million convertible notes for the year ended March 31, 2025 and December 31, 2024. |
| 11) | To record interest expense of $0.52 million on the issuance of $13.0 million convertible notes for the six months ended September 30, 2025. |
| 12) | To record a reduction of historical Income tax expense as a result of the Acquisition providing IndiCue with the opportunity to utilize Cineverse’s accumulated tax Net Operating Losses to reduce their historical taxable income. |
| 13) | To record additional legal, regulatory and audit expenses as a result of the Acquisition. |
| 14) | To record the accretion of the Contingent Consideration. |
| 15) | To record the amortization of Intangible Assets. |