MAPS 8-K
Wm Technology, Inc. (MAPS)
8-K
2025-05-08
For: 2025-05-08
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Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(844 ) 933-3627
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 8, 2025, WM Technology, Inc. announced its financial results for the first quarter ended March 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
The information in Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and 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, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: | |||||||||||
| WM TECHNOLOGY, INC. | |||||||||||
| By: | /s/ Susan Echard | ||||||||||
| Susan Echard | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
WM Technology, Inc. Reports First Quarter 2025 Financial Results
Q1 2025 Net Income was $2.5 million, an Increase of 27% year-over-year
Tenth Consecutive Quarter of Adjusted EBITDA Profitability
IRVINE, Calif.--(BUSINESS WIRE)--May 8, 2025 --WM Technology, Inc. (“WM Technology” or the “Company”) (Nasdaq: MAPS), a leading marketplace and technology solutions provider to the cannabis industry, today announced its financial results for the first quarter ended March 31, 2025.
“Our first quarter results reflect focused execution in what remains a challenging environment for the cannabis industry,” said Doug Francis, CEO of WM Technology. “While there’s been renewed attention around rescheduling, we’ve seen similar moments before. Until there’s concrete progress, meaningful reform is still needed to address the structural headwinds facing operators, brands, and ancillary platforms. In the meantime, we’re focused on operating our business with discipline and continuing to deliver technology and data solutions that drive efficiency, transparency, and value.”
“Profitability remained strong in the first quarter, reflecting our continued discipline in managing costs and driving operational efficiency,” said Susan Echard, CFO of WM Technology. “We’re encouraged by the underlying stability in the business and remain focused on making thoughtful investments to support long-term growth.”
First Quarter 2025 Financial Highlights
•Revenues for the first quarter ended March 31, 2025 was $44.6 million as compared to $44.4 million in the prior year period. The marginal increase from the prior year period was due to an increase in our Weedmaps for Business solution and display advertising revenue, partially offset by a decrease in revenues from our featured and deal listings.
◦Average monthly paying clients(1) of 5,179 increased from 4,937 in the prior year period, largely due to new client acquisitions across certain markets.
◦Average monthly revenues per paying client(2) decreased to $2,871 from $2,997 in the prior year period, driven by spending declines in established markets driven by continued industry challenges, such as price deflation and ongoing consolidation, which was partially offset by new client acquisitions and spending across certain markets.
•Net income increased to $2.5 million from $2.0 million in the prior year period.
•Adjusted EBITDA(3) increased to $10.1 million from $9.6 million in the prior year period.
•Total shares outstanding across Class A and Class V Common Stock were 154.4 million as of March 31, 2025.
•Cash increased to $53.3 million as of March 31, 2025, as compared to $35.7 million as of March 31, 2024. The Company generated $1.3 million in the cash for the quarter.
______________________________
1.Average monthly paying clients are defined as the average of the number of paying clients billed in a month across a particular period (and for which services were provided).
2.Average monthly revenues per paying client is defined as the average monthly revenues for any particular period divided by the average monthly paying clients in the same respective period. Average monthly revenues per paying client is calculated in the same manner as our previously-reported “Average monthly net revenue per paying client,” and the description of the metric is being updated solely because we changed the reporting line item from “Net revenues” to “Revenue”. For additional information, see “Basis of Presentation” and “Revenue Recognition” of Note 2. “Summary of Significant Accounting Policies,” of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 13, 2025.
3.For further information about how we calculate EBITDA and Adjusted EBITDA as well as limitations of their use and a reconciliation of EBITDA and Adjusted EBITDA to net income, see “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” below.
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Business Outlook
Based on information available as of May 8, 2025, WM Technology is issuing guidance for the second quarter of 2025 as follows:
•Revenue is estimated to be approximately $45 million.
•Non-GAAP Adjusted EBITDA is estimated to be approximately $8 million.
The guidance provided above is only an estimate of what we believe is realizable as of the date of this release. We are not readily able to provide a reconciliation of projected Non-GAAP Adjusted EBITDA to projected net income without unreasonable effort. This guidance assumes that no business acquisitions, investments, restructurings, or legal settlements are concluded in the period. Our results are based on assumptions that we believe to be reasonable as of this date, but may be materially affected by many factors, as discussed below in “Forward-Looking Statements.” Actual results may vary from the guidance and the variations may be material. We undertake no intent or obligation to publicly update or revise any of these projections, whether as a result of new information, future events or otherwise, except as required by law.
Investor Conference Call and Webcasts
We will host a conference call and webcast today, Thursday, May 8, 2025, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) at https://edge.media-server.com/mmc/p/2z8bn9nc. A webcast replay will also be archived at ir.weedmaps.com.
We have used, and intend to continue to use, the investor relations portion of our website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.
About WM Technology
Founded in 2008, WM Technology operates Weedmaps, a leading cannabis marketplace for consumers, as well as a broad set of eCommerce and compliance software solutions for cannabis businesses and brands in U.S. state-legal markets. WM Technology holds a strong belief in the power of cannabis and the importance of enabling safe, legal access to consumers worldwide.
Over the past 16 years, the Weedmaps marketplace has become a premier destination for cannabis consumers to discover and browse cannabis-related products, access daily dispensary deals, order ahead for pick-up and delivery by participating retailers (where applicable) and learn about the plant. The Company also offers eCommerce-enablement tools designed to help cannabis retailers and brands reach consumers, create business efficiency, and manage industry-specific compliance needs.
The Company is committed to advocating for full U.S. legalization, industry-wide social equity, and continued education about the plant through key partnerships and cannabis subject matter experts.
Headquartered in Irvine, California, WM Technology supports remote and hybrid work for eligible employees. Visit us at www.weedmaps.com.
Forward-Looking Statements
This press release includes “forward-looking statements” regarding the Company’s future business expectations which involve risks and uncertainties. Forward looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including the Company’s financial and business performance, including key business metrics and any underlying assumptions thereunder; market opportunity and the Company’s ability to acquire new clients and retain existing clients; expectations and timing related to commercial product launches; success of the Company’s go-to-market strategy; the Company’s ability to scale its business and expand its offerings; the Company’s competitive advantages and growth strategies; the Company’s future capital requirements and sources and uses of cash; the Company’s ability to obtain funding for its future operations; the impact of the material weaknesses in the Company’s internal controls and ability to remediate these material weaknesses in the timing the Company anticipates, or at all; the Company’s ability to maintain its listing on the Nasdaq Stock Market LLC; the impact of the restatement on our reputation and investor confidence in us and the increased possibility of legal proceedings and regulatory inquiries; the outcome of any known and unknown litigation and regulatory proceedings; changes in domestic and foreign business, market, financial,
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political and legal conditions; the effect of macroeconomic conditions, including but not limited to inflation, tariffs, public health crises, uncertain credit and global financial markets, past and potential future disruptions in access to bank deposits or lending commitments due to bank failures, current and potential future geopolitical events, including the military conflicts between Russia and Ukraine and the state of war between Israel and Hamas and the related risk of a larger regional conflict, and the occurrence of a catastrophic event, including but not limited to severe weather, war, or terrorist attack; future global, regional or local economic and market conditions affecting the cannabis industry; the development, effects and enforcement of and changes to laws and regulations, including with respect to the cannabis and hemp industries; the Company’s ability to successfully capitalize on new and existing cannabis markets, including its ability to successfully monetize its solutions in those markets; the Company’s ability to manage future growth; the Company’s ability to effectively anticipate and address changes in the end-user market in the cannabis industry; the Company’s ability to develop new products and solutions, bring them to market in a timely manner, and make enhancements to its platform; the Company’s ability to maintain and grow its two-sided marketplace, including its ability to acquire and retain paying clients; the Company’s ability to continue to collect on outstanding receivables; the Company’s ability to realize the expected benefits of any strategic acquisitions; the effects of competition on the Company’s future business; the Company’s success in retaining or recruiting, or changes required in, officers, key employees or directors; cyber-attacks and security vulnerabilities; the possibility that the Company may be adversely affected by other economic, business or competitive and those factors discussed in the Company’s Annual Report for the year ended December 31, 2024, on Form 10-K filed with the Securities and Exchange Commission on March 13, 2025. If any of these risks materialize or these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Use of Non-GAAP Financial Measures
Our financial statements, including net income, are prepared in accordance with principles generally accepted in the United States of America (“GAAP”).
To provide investors with additional information regarding our financial results, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net income before interest, taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude stock-based compensation, change in fair value of warrant liability, legal settlements and other legal costs, asset impairment charges, change in the TRA liability and other non-cash, unusual and/or infrequent costs in the case of Adjusted EBITDA. Below we have provided a reconciliation of net income (the most directly comparable GAAP financial measure) to EBITDA; and from EBITDA to Adjusted EBITDA.
We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.
Each of EBITDA and Adjusted EBITDA has limitations as an analytical tool, and you should not consider any of these non-GAAP financial measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and
•EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available to us.
Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net income and our other GAAP results.
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WM TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except for share data)
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash | $ | 53,275 | $ | 51,966 | ||||||||||
| Accounts receivable, net | 10,681 | 10,060 | ||||||||||||
| Prepaid expenses and other current assets | 8,068 | 7,486 | ||||||||||||
| Total current assets | 72,024 | 69,512 | ||||||||||||
| Property and equipment, net | 24,373 | 24,075 | ||||||||||||
| Goodwill | 68,368 | 68,368 | ||||||||||||
| Intangible assets, net | 1,814 | 1,952 | ||||||||||||
| Right-of-use assets | 14,053 | 14,695 | ||||||||||||
| Other assets | 3,197 | 3,264 | ||||||||||||
| Total assets | $ | 183,829 | $ | 181,866 | ||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable and accrued expenses | $ | 19,134 | $ | 20,102 | ||||||||||
| Deferred revenue | 5,029 | 5,433 | ||||||||||||
| Operating lease liabilities, current | 3,601 | 3,492 | ||||||||||||
| Tax receivable agreement liability, current | 4,390 | 1,406 | ||||||||||||
| Total current liabilities | 32,154 | 30,433 | ||||||||||||
| Operating lease liabilities, non-current | 25,632 | 26,601 | ||||||||||||
| Tax receivable agreement liability, non-current | 568 | 3,006 | ||||||||||||
| Warrant liability | 585 | 585 | ||||||||||||
| Other long-term liabilities | 1,174 | 1,174 | ||||||||||||
| Total liabilities | 60,113 | 61,799 | ||||||||||||
| Stockholders’ equity | ||||||||||||||
| Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at March 31, 2025 and December 31, 2024 | — | — | ||||||||||||
| Class A Common Stock - $0.0001 par value; 1,500,000,000 shares authorized; 105,053,766 shares issued and outstanding at March 31, 2025 and 99,033,110 shares issued and outstanding at December 31, 2024 | 10 | 10 | ||||||||||||
| Class V Common Stock - $0.0001 par value; 500,000,000 shares authorized, 49,319,542 shares issued and outstanding at March 31, 2025 and 54,319,542 shares issued and outstanding at December 31, 2024 | 5 | 5 | ||||||||||||
| Additional paid-in capital | 103,682 | 92,941 | ||||||||||||
| Accumulated deficit | (55,232) | (56,879) | ||||||||||||
| Total WM Technology, Inc. stockholders’ equity | 48,465 | 36,077 | ||||||||||||
| Noncontrolling interests | 75,251 | 83,990 | ||||||||||||
| Total stockholders’ equity | 123,716 | 120,067 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 183,829 | $ | 181,866 | ||||||||||
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WM TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except for share data)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues | $ | 44,612 | $ | 44,389 | |||||||
| Costs and expenses | |||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 2,241 | 2,302 | |||||||||
| Sales and marketing | 8,948 | 9,634 | |||||||||
| Product development | 8,004 | 9,229 | |||||||||
| General and administrative | 19,451 | 16,526 | |||||||||
| Depreciation and amortization | 3,321 | 2,937 | |||||||||
| Total costs and expenses | 41,965 | 40,628 | |||||||||
| Operating income | 2,647 | 3,761 | |||||||||
| Other income (expenses), net | |||||||||||
| Change in fair value of warrant liability | — | (850) | |||||||||
| Change in tax receivable agreement liability | (545) | (543) | |||||||||
| Other income (expense) | 401 | (400) | |||||||||
| Income before income taxes | 2,503 | 1,968 | |||||||||
| Provision for income taxes | 9 | 9 | |||||||||
| Net income | 2,494 | 1,959 | |||||||||
| Net income attributable to noncontrolling interests | 847 | 719 | |||||||||
| Net income attributable to WM Technology, Inc. | $ | 1,647 | $ | 1,240 | |||||||
| Class A Common Stock: | |||||||||||
| Basic income per share | $ | 0.02 | $ | 0.01 | |||||||
| Diluted income per share | $ | 0.02 | $ | 0.01 | |||||||
| Class A Common Stock: | |||||||||||
| Weighted average basic shares outstanding | 104,041,260 | 94,704,164 | |||||||||
| Weighted average diluted shares outstanding | 106,991,698 | 96,023,352 | |||||||||
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WM TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 2,494 | $ | 1,959 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 3,321 | 2,937 | |||||||||
| Change in fair value of warrant liability | — | 850 | |||||||||
| Change in tax receivable agreement liability | 545 | 543 | |||||||||
| Amortization of right-of-use lease assets | 643 | 1,188 | |||||||||
| Stock-based compensation | 2,194 | 2,819 | |||||||||
| Provision (recovery) for credit losses | 314 | (658) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (935) | 3,923 | |||||||||
| Prepaid expenses and other current assets | (582) | (673) | |||||||||
| Other assets | 67 | 36 | |||||||||
| Accounts payable and accrued expenses | (1,133) | (3,661) | |||||||||
| Deferred revenue | (404) | (132) | |||||||||
| Operating lease liabilities | (860) | (1,729) | |||||||||
| Net cash provided by operating activities | 5,664 | 7,402 | |||||||||
| Cash flows from investing activities | |||||||||||
| Capitalized software and expenditures | (3,650) | (4,540) | |||||||||
| Net cash used in investing activities | (3,650) | (4,540) | |||||||||
| Cash flows from financing activities | |||||||||||
| Distributions | (704) | (1,589) | |||||||||
| Proceeds from repayment of related party note | — | 96 | |||||||||
| Taxes paid related to net share settlement of equity awards | (1) | (2) | |||||||||
| Net cash used in financing activities | (705) | (1,495) | |||||||||
| Net increase in cash | 1,309 | 1,367 | |||||||||
| Cash – beginning of period | 51,966 | 34,350 | |||||||||
| Cash – end of period | $ | 53,275 | $ | 35,717 | |||||||
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WM TECHNOLOGY, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA
(Unaudited)
(In thousands)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net income | $ | 2,494 | $ | 1,959 | |||||||
| Provision for income taxes | 9 | 9 | |||||||||
| Depreciation and amortization expenses | 3,321 | 2,937 | |||||||||
| Interest income | (409) | (11) | |||||||||
| EBITDA | 5,415 | 4,894 | |||||||||
| Stock-based compensation | 2,194 | 2,819 | |||||||||
| Change in fair value of warrant liability | — | 850 | |||||||||
Legal settlements and other legal costs(1) | 1,104 | 493 | |||||||||
Reduction in force expense(2) | 879 | — | |||||||||
| Change in tax receivable agreement liability | 545 | 543 | |||||||||
| Adjusted EBITDA | $ | 10,137 | $ | 9,599 | |||||||
1 Represents legal and advisory fees related to ongoing litigation related to shareholder derivative actions, the SEC enforcement matter and the SEC settlement. See Note 5, “Commitments and Contingencies” of our condensed consolidated financial statement included in the Form 10-Q for the period ended March 31, 2025 filed with the SEC.
2 In the first quarter of 2025, we incurred severance charges included in general and administrative expense in the condensed consolidated statement of operations, related to certain reduction in force actions taken by our management. These reduction in force actions are designed to enhance operational efficiency and align resources with strategic priorities in its corporate technology and marketing divisions.
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