Paradium.AI, Inc 10-Q for FY2025 Q3
Paradium.AI, Inc. (PAAI)
10-Q
2025-11-13
For: 2025-09-30
View Original
Added on
April 10, 2026
About this 10-Q
Paradium.AI, Inc filed this 10-Q on November 13, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $29.76M
- down 11.3% from $33.56M a year earlier
- Net income
- $6.87M
- up 73.5% from net income of $3.96M a year earlier
- Diluted EPS
- $0.14
- up 27.3% from $0.11 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from __________ to __________
Commission file number 1-12471
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(Registrant’s telephone number, including area code)
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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
| x | Smaller reporting company | |||||||||||||
| 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 o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ or No x
As of November 13, 2025, the Registrant had 47,465,749 shares of common stock outstanding.
TABLE OF CONTENTS
| Page Number | |||||
2
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) of The Arena Group Holdings, Inc. (the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Other statements contained in this Quarterly Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other stylistic variants denoting forward-looking statements.
We caution investors that any forward-looking statements presented in this Quarterly Report, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. We detail other risks in our public filings with the Securities and Exchange Commission (the “SEC”), including in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025 and in Part II, Item 1A, Risk Factors, in this Quarterly Report. The discussion in this Quarterly Report should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report and our consolidated financial statements and notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.
This Quarterly Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report except as may be required by law.
3
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL INFORMATION
THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES
Index to Condensed Consolidated Financial Statements (Unaudited)
| PAGE | |||||
Condensed Consolidated Balance Sheets – As of September 30, 2025 (Unaudited) and December 31, 2024 | |||||
Condensed Consolidated Statements of Operations (Unaudited) - Three Months and Nine Months Ended September 30, 2025 and 2024 | |||||
Condensed Consolidated Statements of Stockholders’ Deficiency (Unaudited) - Three Months and Nine Months Ended September 30, 2025 and 2024 | |||||
Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 2025 and 2024 | |||||
4
THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands of dollars, except for share data)
| As of | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivables, net | |||||||||||
| Prepayments and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Platform development, net | |||||||||||
| Acquired and other intangible assets, net | |||||||||||
| Other long term assets | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities, mezzanine equity and stockholders’ deficiency | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other | |||||||||||
| Unearned revenue | |||||||||||
| Subscription refund liability | |||||||||||
| Operating lease liability, current portion | |||||||||||
| Liquidated damages payable | |||||||||||
| Current liabilities from discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Unearned revenue, net of current portion | |||||||||||
| Operating lease liability, net of current portion | |||||||||||
| Deferred tax liabilities | |||||||||||
| Simplify loan | |||||||||||
| Term debt | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 18) | |||||||||||
| Mezzanine equity: | |||||||||||
Series G redeemable and convertible preferred stock, $ | |||||||||||
| Total mezzanine equity | |||||||||||
| Stockholders' deficiency: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ deficiency | ( | ( | |||||||||
| Total liabilities, mezzanine equity and stockholders’ deficiency | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements
5
THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands of dollars, except for share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of revenue (includes amortization of platform development and developed technology for the three months ended September 30, 2025 and 2024 of $ | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Loss on impairment of assets | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ||||||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| Change in valuation of contingent consideration | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Liquidated damages | ( | ( | ( | ( | |||||||||||||||||||
| Total other expense | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| Income tax (provision) benefit | ( | ( | ( | ||||||||||||||||||||
| Income (loss) from continuing operations | ( | ||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | ( | ( | |||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Basic net income (loss) per common share (Note 1) | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | ( | ||||||||||||||||||
| Discontinued operations | ( | ( | |||||||||||||||||||||
| Basic net income (loss) per common share | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted net income (loss) per common share (Note 1) | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | ( | ||||||||||||||||||
| Discontinued operations | ( | ( | |||||||||||||||||||||
| Diluted net income (loss) per common share | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted average number of common shares outstanding (Note 1) | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
6
THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY (Unaudited)
(In thousands of dollars, except for share data)
Three and Nine Months Ended September 30, 2025
| Common Stock | Common To Be Issued | ||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par value | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficiency | |||||||||||||||||||||||||||||||||||
| Balance at July 1 , 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Common stock withheld for taxes | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30 , 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Common Stock | Common To Be Issued | ||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par value | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficiency | |||||||||||||||||||||||||||||||||||
| Balance at January 1 , 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Common stock withheld for taxes | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30 , 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
7
THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY (Unaudited)
(In thousands of dollars, except for share data)
Three and Nine Months Ended September 30, 2024
| Common Stock | Common To Be Issued | ||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par value | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficiency | |||||||||||||||||||||||||||||||||||
| Balance at July 1, 2024 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with exchange of debt | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for restricted stock units | — | — | ( | — | |||||||||||||||||||||||||||||||||||||
| Common stock withheld for taxes | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Common Stock | Common To Be Issued | ||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par value | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficiency | |||||||||||||||||||||||||||||||||||
| Balance at January 1 , 2024 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with exchange of debt | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with private placement | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for restricted stock units | — | — | ( | — | |||||||||||||||||||||||||||||||||||||
| Common stock withheld for taxes | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common stock for Fexy put option | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
8
THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands of dollars)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation of property and equipment | |||||||||||
| Amortization of platform development and intangible assets | |||||||||||
| Amortization of debt costs | |||||||||||
| Noncash and accrued interest | |||||||||||
| Loss on impairment of assets | |||||||||||
| Change in fair value of contingent consideration | |||||||||||
| Liquidated damages | |||||||||||
| Stock-based compensation | |||||||||||
| Deferred income taxes | |||||||||||
| Credit losses | |||||||||||
| Other | ( | ||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Subscription acquisition costs | |||||||||||
| Prepayments and other current assets | ( | ||||||||||
| Other long-term assets | |||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued expenses and other | ( | ||||||||||
| Unearned revenue | ( | ( | |||||||||
| Subscription refund liability | ( | ||||||||||
| Operating lease liability | ( | ||||||||||
| Contingent consideration | ( | ||||||||||
| Other long-term liabilities | ( | ||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | ( | ||||||||||
| Purchases of intangible assets | ( | ||||||||||
| Capitalized platform development | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Payment of Fexy put option | ( | ||||||||||
| Repayments under line of credit | ( | ||||||||||
| Proceeds from common stock private placement | |||||||||||
| Proceeds from Simplify loan | |||||||||||
| Repayment of Simplify loan | ( | ||||||||||
| Payments of deferred cash payment | ( | ||||||||||
| Payments of taxes from common stock withheld | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents — beginning of year | |||||||||||
| Cash and cash equivalents — end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | |||||||||||
| Noncash investing and financing activities | |||||||||||
| Reclassification of stock-based compensation to platform development | $ | $ | |||||||||
| Purchase of intangible asset with accrued expenses and other | |||||||||||
| Repurchase of common stock for Fexy put option | |||||||||||
| Issuance of common stock pursuant to common stock purchased agreement in connection with exchange of debt | |||||||||||
See accompanying notes to condensed consolidated financial statements.
9
THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
($ in thousands, unless otherwise stated)
1. Summary of Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements include the accounts of The Arena Group Holdings, Inc. and its wholly owned subsidiaries (“The Arena Group” or the “Company”), after eliminating all significant intercompany balances and transactions.
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in The Arena Group’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 15, 2025.
The condensed consolidated financial statements as of September 30, 2025 and 2024, and for the three and nine months ended September 30, 2025 and 2024, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2024, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.
The Company’s business and operations are sensitive to general business and economic conditions in the United States and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the United States and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.
In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. Changes in algorithms may affect search engine rankings throughout the sector and potentially lead to decreased traffic to the Company's websites. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development.
Uncertainty in the global economy presents significant risks to the Company’s business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on the Company’s business. While the Company is closely monitoring the impact of the current macroeconomic conditions on all aspects of its business, the ultimate extent of the impact on its business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of the Company’s control and could exist for an extended period of time. As a result, the Company is subject to continuing risks and uncertainties.
Segment Reporting
The Company operates within the media industry, providing digital content across four
10
users of the content. The Company has four
Going Concern Assessment
The Company’s condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s condensed consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern.
For the three months and nine months ended September 30, 2025 the Company reported income from continuing operations of $6,865 , and $23,274 , respectively. As of September 30, 2025, the Company had cash and cash equivalents on hand of $12,523 .
In prior periods, the Company disclosed that substantial doubt existed regarding its ability to continue as a going concern due to recurring losses, a working capital deficit, and limited liquidity. The Company continues to improve financial performance through revenue growth and reduction of costs and monthly cash requirements, and to maintain compliance with the terms of all outstanding debt agreements, and has taken actions to resolve current and potential future liabilities, such as resolving pending litigation. These improvements are demonstrated by consecutive profitable results in the third and fourth quarters of 2024 and the first, second, and third quarters of 2025. The previously disclosed working capital deficit existed due to the Company’s classification of its outstanding debt as a current liability and the accrual of several liabilities from discontinued operations. These conditions no longer exist.
As a result of these developments, management has concluded that the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern no longer exist. Accordingly, management has determined that there is no longer substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the financial statements are issued.
Use of Estimates
The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include: allowance for credit losses; capitalization of platform development and associated useful lives; goodwill and other acquired intangible assets and associated useful lives; assumptions used in accruals for potential liabilities; stock-based compensation and the determination of the fair value; valuation allowances for deferred tax assets and uncertain tax positions; and assumptions used to calculate contingent liabilities. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates.
Recently Issued Accounting Standards Updates
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted using either a prospective or retrospective transition method. The Company expects ASU 2023-09 to require additional disclosures in the notes to its condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide detailed disclosures about the components of significant expense captions presented in the income statement. The Company will be required to
11
disclose, in a tabular format, the amounts recognized within each relevant expense caption in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026; early adoption is permitted using either a prospective or retrospective transition method. The Company is not planning to early adopt. The Company expects ASU 2024-23 to require additional tabular disclosures in the notes to its condensed consolidated financial statements.
Income (loss) per Common Share
Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted net income (loss) per common share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of stock awards.
The following table sets forth the computation of basic and diluted income (loss) per common share attributable to the Company’s stockholders (in thousands, except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | $ | $ | ( | ||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | ( | ( | |||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average number of shares of common stock outstanding - basic (1) | |||||||||||||||||||||||
| Add: effect of dilutive Series G convertible preferred stock | |||||||||||||||||||||||
| Add: effect of dilutive restricted stock units | |||||||||||||||||||||||
| Add: effect of dilutive common stock options | |||||||||||||||||||||||
| Weighted average number of common shares outstanding – dilutive | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | $ | $ | ( | ||||||||||||||||||
| Income (loss) from discontinued operations | ( | ( | |||||||||||||||||||||
| Basic net income (loss) per common share | $ | $ | $ | $ | ( | ||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | $ | $ | ( | ||||||||||||||||||
| Income (loss) from discontinued operations | ( | ( | |||||||||||||||||||||
| Dilutive net income (loss) per common share | $ | $ | $ | $ | ( | ||||||||||||||||||
(1) Includes: restricted stock awards only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested; restricted stock units only when the underlying restrictions expire, the shares are no longer forfeitable,
12
and are thus vested; and contingently issuable shares only when there are no circumstances under which those shares would not be issued.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Series G convertible preferred stock | |||||||||||||||||||||||
| Financing Warrants | |||||||||||||||||||||||
| ABG Warrants | |||||||||||||||||||||||
| AllHipHop Warrants | |||||||||||||||||||||||
| Publisher Partner Warrants | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Common stock options | |||||||||||||||||||||||
| Anti-dilutive securities, excluded | |||||||||||||||||||||||
2. Discontinued Operations
On March 18, 2024, the Company discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the Licensing Agreement by ABG on January 18, 2024. The last date of any obligation of the Company to perform under the Licensing Agreement was March 18, 2024. In connection with the termination, certain ABG Warrants vested (further described in Note 14).
On April 29, 2025, the ABG Group Legal Matters (as further described in Note 18) were resolved through a confidential settlement with outstanding liabilities being released by all sides. In connection with the settlement, all ABG Warrants were forfeited.
The table below sets forth the income (loss) from discontinued operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue (1) | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue (2) | ( | ||||||||||||||||||||||
| Gross profit (loss) | ( | ||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling and marketing (2) | ( | ||||||||||||||||||||||
| General and administrative (3) | ( | ||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Loss on impairment of assets (4) | |||||||||||||||||||||||
| Total operating expenses (income) | ( | ||||||||||||||||||||||
| Income (loss) from discontinued operations | ( | ( | |||||||||||||||||||||
| Income tax provision | ( | ||||||||||||||||||||||
| Net income (loss) from discontinued operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||
13
(1) Revenue for the nine months ended September 30, 2025 includes the derecognition of SI business related liabilities of $45,107 for which the Company has no remaining obligations.
(2) Cost of revenue and selling and marking expenses for the nine months ended September 30, 2025, include adjustments to previously reported accounts payable that were settled for a reduced amount.
(3) General and administrative expenses for the nine months ended September 30, 2025, includes the derecognition of SI business related liabilities, including a $45,000 termination fee liability (recorded in the nine months ended September 30, 2024), a $3,750 royalty fee liability and $221 of previously reported accounts payable that was settled for a reduced amount.
(4) Loss on impairment of assets for the nine months ended September 30, 2024 of $39,391 includes $8,601 for the impairment of intangible assets and $30,790 for the impairment of subscription acquisition costs.
The table below sets forth the major classes of liabilities of the discontinued operations:
| As of | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other | |||||||||||
| Subscription refund liability | |||||||||||
| Royalty fee liability (1) | |||||||||||
| Termination fee liability (1) | |||||||||||
| Subscription liability | |||||||||||
| Current/total liabilities from discontinued operations | $ | $ | |||||||||
(1) Further details related to the royalty fee liability of $3,750 and termination fee liability of $45,000 are described under the heading ABG Group Legal Matters in Note 18.
The table below sets forth the cash flows of the discontinued operations:
14
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities from discontinued operations | |||||||||||
| Net income (loss) from discontinued operations | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Amortization of intangible assets | |||||||||||
| Loss on impairment of assets | |||||||||||
| Stock-based compensation | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | |||||||||||
| Bad debt expense | |||||||||||
| Subscription acquisition costs | |||||||||||
| Prepayments and other current assets | |||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other | ( | ||||||||||
| Subscription refund liability | ( | ||||||||||
| Subscription liability | ( | ( | |||||||||
| Royalty fee liability | ( | ||||||||||
| Termination fee liability | ( | ||||||||||
| Net cash provided by operating activities from discontinued operations | $ | $ | |||||||||
Further details regarding legal matters in connection with the discontinued operations are provided under the heading ABG Group Legal Matters in Note 18.
3. Acquisitions and Dispositions
The Company uses the acquisition method of accounting, which is based on ASC 805, Business Combinations (ASC 805), and uses the fair value concept which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their fair values as of the acquisition date.
On May 12, 2025, the Company entered into a Membership Purchase Agreement to purchase 100 % of the membership interests of TravelHost LLC from Simplify Inventions LLC ("Simplify") for a purchase price of $1,000 . In addition to the acquisition of the membership interests, the acquisition also included an assignment of certain contracts from Bridge Media Networks, LLC, an affiliate of Simplify. The Company accounted for the transaction as an asset purchase as the acquisition did not meet the definition of a business under ASC 805, Business Combinations. The full purchase price was allocated to the intangible asset brand names.
4. Balance Sheet Components
The components of certain balance sheet amounts are as follows:
Accounts Receivable and Allowance for Credit Losses – The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable is recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from digital subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable have been reduced by an allowance for credit losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer
15
being actively pursued. Accounts receivable as of September 30, 2025 and December 31, 2024 of $26,201 and $31,115 , respectively, are presented net of allowance for credit losses.
The following table summarizes the allowance for credit losses activity:
| Nine Months Ended September 30, 2025 | Year Ended December 31, 2024 | ||||||||||
| Allowance for credit losses beginning of year | $ | $ | |||||||||
| Additions | |||||||||||
| Deductions - write-off | ( | ( | |||||||||
| Allowance for credit losses end of period | $ | $ | |||||||||
Prepayments and Other Current Assets – Prepayments and other current assets are summarized as follows:
| As of | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Prepaid expense | $ | $ | |||||||||
| Prepaid supplies | |||||||||||
| Refundable income and franchise taxes | |||||||||||
| Employee retention credits | |||||||||||
| $ | $ | ||||||||||
Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the subsequent extensions of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. As of September 30, 2025 and December 31, 2024, the Company has a receivable balance of $2,468
Property and Equipment – Property and equipment are summarized as follows:
| As of | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Office equipment and computers | $ | $ | |||||||||
| Leasehold Improvements | |||||||||||
| Furniture and fixtures | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Net property and equipment | $ | $ | |||||||||
Depreciation and amortization expense for the three months ended September 30, 2025 and 2024 was $15 and $56 , respectively. Depreciation and amortization expense for the nine months ended September 30, 2025 and 2024 was $87 and $186 , respectively. No
Platform Development – Platform development costs are summarized as follows:
16
| As of | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Platform development | $ | $ | |||||||||
| Less accumulated amortization | ( | ( | |||||||||
| Net platform development | $ | $ | |||||||||
A summary of platform development activity for the nine months ended September 30, 2025 is as follows:
| Platform development beginning of period | $ | ||||
| Capitalized costs | |||||
| Less dispositions | |||||
| Total capitalized costs | |||||
| Stock-based compensation | |||||
| Impairments | |||||
| Platform development end of period | $ | ||||
Amortization expense for platform development for the three months ended September 30, 2025 and 2024 was $1,444 and $1,474 , respectively. Amortization expense for platform development for the nine months ended September 30, 2025 and 2024 was $3,828 and $4,530 , respectively. Amortization expense for platform development is included in cost of revenue on the consolidated statements of operations and comprehensive loss. No
Intangible Assets – Intangible assets subject to amortization consisted of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Carrying Amount | Accumulated Amortization | Net Carrying Amount | Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Developed technology | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Trade name | ( | ( | |||||||||||||||||||||||||||||||||
| Brand name | ( | ( | |||||||||||||||||||||||||||||||||
| Subscriber relationships | ( | ( | |||||||||||||||||||||||||||||||||
| Advertiser relationships | ( | ( | |||||||||||||||||||||||||||||||||
| Database | ( | ( | |||||||||||||||||||||||||||||||||
| Digital content | ( | ( | |||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Intangible assets subject to amortization were recorded as part of the Company’s business acquisitions. Amortization expense for the three months ended September 30, 2025 and 2024 was $862 and $849 , respectively, and is included in cost of revenue on the condensed consolidated statements of operations and comprehensive loss. Amortization expense for the nine months ended September 30, 2025 and 2024 was $2,561 and 2,619 , respectively, and is included in cost of revenue on the condensed consolidated statements of operations and comprehensive loss.
17
of $590 , on the consolidated statements of operations and comprehensive loss. There were no impairment charges for the nine months ended September 30, 2025.
Accrued Expenses and Other – Accrued expenses and other are summarized as follows:
| As of | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| General accrued expenses | $ | $ | |||||||||
| Accrued payroll and related taxes | |||||||||||
| Accrued publisher expenses | |||||||||||
| Liabilities in connection with acquisitions and dispositions | |||||||||||
| Assumed lease liability | |||||||||||
| Other accrued expense | |||||||||||
| Total accrued expenses and other | $ | $ | |||||||||
5. Leases
The Company has a real estate lease for the use of office space.
The table below presents supplemental information related to the operating lease:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating lease costs during the year (1) | $ | $ | |||||||||
| Cash payments included in the measurement of operating lease liabilities during the period (2) | $ | $ | |||||||||
| Operating lease liability arising from obtaining lease right-of-use assets during the period | $ | $ | |||||||||
| Weighted-average remaining lease term (in years) as of period-end | |||||||||||
| Weighted-average discount rate during the period | % | % | |||||||||
(1)Operating lease costs are presented net of sublease income that is not material.
The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable.
Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities.
18
The components of operating lease costs were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease costs: | |||||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | |||||||||||||||||||
| Total operating costs | |||||||||||||||||||||||
| Sublease income | ( | ( | |||||||||||||||||||||
| Total operating lease costs, net | $ | $ | $ | $ | |||||||||||||||||||
Maturities of the operating lease liabilities as of September 30, 2025 are summarized as follows:
| Years Ending December 31, | |||||
| 2025 (remaining three months of the year) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Minimum lease payments | |||||
| Less imputed interest | ( | ||||
| Present value of operating lease liabilities | |||||
| Current portion of operating lease liabilities | |||||
| Long-term portion of operating lease liabilities | |||||
| Total operating lease liabilities | $ | ||||
6. Goodwill
Goodwill is as follows:
| As of | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Carrying value at beginning of year | $ | $ | |||||||||
| Carrying value at end of period | $ | $ | |||||||||
7. Liquidated Damages Payable
Liquidated damages were recorded as a result of the following: (i) certain registration rights agreements that provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements that provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”).
19
Obligations with respect to the liquidated damages payable are summarized as follows:
| As of September 30, 2025 | |||||||||||||||||||||||
| Registration Rights Damages | Public Information Failure Damages | Accrued Interest | Balance | ||||||||||||||||||||
| MDB Common Stock to be Issued (1) | $ | $ | $ | $ | |||||||||||||||||||
| Series H convertible preferred stock | |||||||||||||||||||||||
| Convertible debentures (2) | |||||||||||||||||||||||
| Series J convertible preferred stock (2) | |||||||||||||||||||||||
| Series K convertible preferred stock (2) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||
| Registration Rights Damages | Public Information Failure Damages | Accrued Interest | Balance | ||||||||||||||||||||
| MDB Common Stock to be Issued (1) | $ | $ | $ | $ | |||||||||||||||||||
| Series H convertible preferred stock | |||||||||||||||||||||||
| Convertible debentures (2) | |||||||||||||||||||||||
| Series J convertible preferred stock (2) | |||||||||||||||||||||||
| Series K convertible preferred stock (2) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1)Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).
(2)Represents previously issued and converted debt or equity securities.
As of September 30, 2025 and December 31, 2024, the short-term liquidated damages payable were $3,458 and $3,230 , respectively. The Company will continue to accrue interest on the liquidated damages balance at 1.0 % per month based on the balance outstanding as of September 30, 2025, or $3,458 , until paid. There is no scheduled date when the unpaid liquidated damages become due. The Series K convertible preferred stock remains subject to Registration Rights Damages and Public Information Failure Damages, which will accrue in certain circumstances, limited to 6 % of the aggregate amount invested.
During the three months ended September 30, 2025 and 2024, the Company recorded accrued interest on liquidated damages of $77 and $77 , respectively. During the nine months ended September 30, 2025 and 2024, the Company recorded accrued interest on liquidated damages of $228 and $229 , respectively.
8. Fair Value
The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition.
The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below:
Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2. Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
20
Level 3. Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.
The Company’s financial instruments consist of Level 1, Level 2 and Level 3 assets as of September 30, 2025 and December 31, 2024. As of September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents of $12,523 and $4,362 , respectively, were Level 1 assets and included savings deposits, overnight investments, and other liquid funds with financial institutions.
Fexy Put Option – The Company accounted for certain common stock issued in connection with the Fexy Studios acquisition that was subject to a put option (the “Fexy Put Option”), which provided for a cash payment to the sellers on the first anniversary date of the closing (on January 11, 2024) in the event the common stock trading price on such date was less than the common stock trading price on the day immediately preceding the acquisition date of $8.10 per share, as a derivative liability, which required the Company to carry such amounts on the condensed consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end.
On February 15, 2024, in connection with the contingent consideration related to the acquisition of Fexy Studios, the Company agreed to pay the amount due of $2,478 in four (4 ) equal installments of approximately $620 620 620 620 620 2,225 pursuant to the Fexy Put Option where the Company gave the recipients of the contingent consideration a right to put their 274,692 shares of the Company’s common stock; (ii) $200 deferred payment due under the purchase agreement; and (iii) $53 in other costs and reimbursable transition expenses payable. During the nine months ended September 30, 2024, the Company paid the Fexy Put Option and recorded the repurchase of 274,692 shares of the Company’s common stock issued in connection with the acquisition, resulting in a loss of $379 as reflected on the condensed consolidated statements of stockholders’ deficiency.
In connection with the Fexy Put Option, during the nine months ended September 30, 2024, the Company recognized a loss in change in valuation of the contingent consideration of $
The Simplify Loan (as described below), carried at amortized cost, has a carrying value of $0 and $10,651 as of September 30, 2025 and December 31, 2024, respectively, and the Term Debt (as described below), carried at amortized cost, has a carrying value of $110,531 and $110,436 as of September 30, 2025 and December 31, 2024, respectively.
9. Simplify Loan
On August 19, 2024, the Company entered into an amended and restated promissory note (the “Amended Promissory Note”), in connection with the amendment to the March 13, 2024 working capital loan agreement with Simplify, a related party as further described in Note 17 (the “Simplify Loan”), pursuant to which the Company has available up to $50,000 (originally $25,000 ) at ten percent (10.0 %) interest rate per annum (the “Applicable Interest Rate”), payable monthly in arrears with a maturity on December 1, 2026 (originally March 13, 2026). The Simplify Loan is secured by certain assets of the Company and its subsidiaries, which are also guarantors of the obligations. In connection with the Amended Promissory Note, on August 19, 2024, the Company and Simplify also entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”), whereby $15,000 of outstanding indebtedness under the Simplify Loan was exchanged for shares of the Company’s common stock. In the event of a default, including but not limited to the failure to pay any amounts when due, the interest will accrue at the Applicable Interest Rate plus five percent (5.0 %) and the Simplify Loan will be payable upon demand to Simplify. As of September 30, 2025 and December 31, 2024, the balance outstanding on the Simplify Loan was $0 and $10,651 , respectively.
Information for the three and nine months ended September 30, 2025 and 2024, with respect to interest expense related to the Simplify Loan is provided under the heading Interest Expense in Note 11.
10. Term Debt
Pursuant to the Note Purchase Agreement, as amended from time-to time, leading to the Third Amended and Restated Note Purchase Agreement dated December 15, 2022 (the “Third Amended and Restated Notes”), as of September 30, 2025 and December 31, 2024, the Company has notes outstanding referred to as the senior secured notes (the “Senior Secured Notes”), the delayed draw term notes (the “Delayed Draw Term Notes”), the 2022 bridge notes (the “2022 Bridge Notes”) and the 2023 Notes (as defined below), as further described below (see Note 17) and collectively referred to as the “Term Debt”.
21
Senior Secured Notes
The terms of the Senior Secured Notes provide for:
● | a provision for the Company to enter into Delayed Draw Term Notes (as described below); | |||||||
● | a provision where the Company added $ | |||||||
● | a provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments; | |||||||
● | an interest rate of | |||||||
● | interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes; | |||||||
● | a maturity date of December 31, 2026, subject to certain acceleration conditions; and | |||||||
● | the Company to enter into the 2022 Bridge Notes for $ | |||||||
Delayed Draw Term Notes
The terms of the Delayed Draw Term Notes provide for:
● | an interest rate of | |||||||
● | interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes; and | |||||||
● | a maturity date on December 31, 2026, subject to certain acceleration terms. | |||||||
2022 Bridge Notes
The terms of the 2022 Bridge Notes provide for:
● | an interest rate fixed at | |||||||
● | a maturity date of December 31, 2026, subject to certain mandatory prepayment requirements, including, but not limited to, a requirement that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the notes; and | |||||||
● | an election to prepay the notes, at any time, in whole or in part with no premium or penalty. | |||||||
2023 Notes
22
The terms of the 2023 Notes, pursuant to Amendment No. 1 under the Third Amended and Restated Notes dated August 14, 2023, provide for:
● | an interest rate fixed at | |||||||
● | a maturity date of December 31, 2026; and | |||||||
● | an election to prepay the 2023 Notes, at any time, at | |||||||
The following table summarizes Term Debt:
| As of September 30, 2025 | As of | As of December 31, 2024 | |||||||||||||||||||||||||||||||||
| Principal Balance | Unamortized Discount and Debt Issuance Costs | Carrying Value | Principal Balance | Unamortized Discount and Debt Issuance Costs | Carrying Value | ||||||||||||||||||||||||||||||
Senior Secured Notes, effective interest rate of | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Delayed Draw Term Notes, effective interest rate of | ( | ( | |||||||||||||||||||||||||||||||||
2022 Bridge Notes, effective interest rate of | ( | ( | |||||||||||||||||||||||||||||||||
2023 Notes, effective interest rate of | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
The debt issuance costs incurred, as amended based on certain debt modifications, are being amortized on a straight-line basis (which approximates the effective interest method) over the applicable term of the Term Debt.
On December 29, 2023, the Company failed to make the interest payment due on the Term Debt resulting in an event of default with subsequent agreement to a forbearance period that was extended to September 30, 2024. On July 12, 2024, the Company entered into a third amendment to the Third Amended and Restated Notes dated as of December 15, 2022 (“Amendment No. 3”) which further deferred the accrued interest due date to December 31, 2024. On November 6, 2024, the Company received a letter from Renew (as described below) confirming the Company was not then in default under the Term Debt due to the cure of the default identified in the forbearance letter (as updated from time-to-time the “forbearance letter”), and all interest was paid as of December 31, 2024. Further details are provided under the heading Principal Stockholders in Note 17.
Information for the three and nine months ended September 30, 2025 and 2024 with respect to interest expense related to the Term Debt is provided below.
23
11. Interest Expense
The following table represents interest expense:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Amortization of debt costs: | |||||||||||||||||||||||
| Line of credit | $ | $ | $ | $ | |||||||||||||||||||
| Term Debt | |||||||||||||||||||||||
| Total amortization of debt costs | |||||||||||||||||||||||
| Noncash and accrued interest: | |||||||||||||||||||||||
| Simplify Loan | |||||||||||||||||||||||
| Term Debt | |||||||||||||||||||||||
| Total noncash and accrued interest: | |||||||||||||||||||||||
| Cash paid interest: | |||||||||||||||||||||||
| Simplify Loan | |||||||||||||||||||||||
| Line of credit | |||||||||||||||||||||||
| Senior Secured Notes | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total cash paid interest | |||||||||||||||||||||||
| Less: Interest Income | ( | ( | |||||||||||||||||||||
| Total interest expense, net | $ | $ | $ | $ | |||||||||||||||||||
12. Preferred Stock
The Company has the authority to issue 1,000,000 shares of preferred stock, $0.01
•1,800 168
•23,000 authorized shares designated as “Series H Convertible Preferred Stock”, of which no shares are outstanding.
13. Stockholders’ Deficiency
Common Stock
The Company has the authority to issue 1,000,000,000 0.01
Restricted Stock Units – The Company issued, in connection with the vesting of restricted stock units,13,695 and 89,119 shares of the Company’s common stock during the three months ended September 30, 2025 and 2024, respectively, as reflected on the condensed consolidated statements of stockholders’ deficiency. The Company issued, in connection with the vesting of restricted stock units, 26,193 and 836,259 shares of the Company’s common stock during the nine months ended September 30, 2025 and 2024, respectively, as reflected on the condensed consolidated statements of stockholders’ deficiency.
Common Stock Withheld – The Company recorded the repurchase of 2,026 shares related to vested restricted common stock for the payment for taxes of $12 during the three months ended September 30, 2025, and the repurchase of 12,821 shares related to vested restricted common stock for the payment for taxes of $11 during the three months ended September 30, 2024, as reflected on the consolidated statements of stockholders’ deficiency. The Company recorded the repurchase of 6,901 shares related to vested restricted common stock for the payment for taxes of $28 during the nine months ended September 30, 2025, and the repurchase of 274,692 shares related to vested restricted common stock for the
24
payment for taxes of $497 during the nine months ended September 30, 2024, as reflected on the consolidated statements of stockholders’ deficiency.
Common Stock Purchase Agreement – On August 19, 2024, in connection with the Amended Promissory Note, the Company and Simplify entered into a Common Stock Purchase Agreement, where $15,000 of outstanding indebtedness under the March 13, 2024 Simplify Loan was exchanged for 17,797,817 shares of the Company’s common stock at a purchase price of approximately 0.84 per share, based on a 60 -day volume weighted-average price of the Company’s common stock, as reflected on the condensed consolidated statements of stockholders’ deficiency. Further information is provided in Note 17.
Common Stock Private Placement – On February 14, 2024, the Company entered into a subscription agreement (the “Subscription Agreement”) with Simplify, pursuant to which the Company agreed to sell and issue to Simplify in a private placement (the “Private Placement”) an aggregate of 5,555,555 shares (the “Private Placement Shares”) of the Company’s common stock, at a purchase price of $2.16 per share, a price equal to the 60 -day volume weighted average price of the Company’s common stock. The Private Placement closed on February 14, 2024 and the Company received proceeds from the Private Placement of $12,000 as reflected on the condensed consolidated statements of stockholders’ deficiency. The proceeds were used for working capital and general corporate purposes. Further information is provided in Note 17.
14. Compensation Plans
The Company provides stock-based and equity-based compensation in the form of (a) restricted stock awards and restricted stock units to certain employees (the “Restricted Stock”), (b) stock option awards, unrestricted stock awards and stock appreciation rights to employees, directors and consultants under various plans (the “Common Stock Options”), and (c) common stock warrants, referred to as the ABG Warrants and Publisher Partner Warrants (collectively the “Warrants”) as referenced in the below table. The ABG Warrants were forfeited as part of the ABG settlement as noted below.
Stock-based compensation and equity-based expense charged to operations or capitalized are summarized as follows:
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total costs charged to operations | |||||||||||||||||||||||
| Capitalized platform development | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total costs charged to operations | |||||||||||||||||||||||
| Capitalized platform development | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
25
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total costs charged to operations | |||||||||||||||||||||||
| Capitalized platform development | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
| Nine months ended September 30, 2024 | |||||||||||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total costs charged to operations | |||||||||||||||||||||||
| Capitalized platform development | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of September 30, 2025 were as follows:
| Restricted Stock | Equity Plans | Warrants | Totals | ||||||||||||||||||||
| Unrecognized compensation cost | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average period over which cost is expected to be recognized (in years) | |||||||||||||||||||||||
Vesting of Warrants – On January 2, 2024, in connection with the default under the Licensing Agreement, the performance based Warrants totaling 599,724 vested as a result of the default pursuant to certain provisions where all of the ABG Warrants automatically vest upon certain terminations of the Licensing Agreement by ABG. Of the ABG Warrants that vested, 449,793 had an exercise price of $9.24 per share and 149,931 had an exercise price of $18.48 per share. The accelerated vesting of the ABG Warrants did not result in any additional stock-based compensation expense during the three or nine months ended September 30, 2024. The ABG Warrants were forfeited as part of the ABG settlement.
26
15. Revenue Recognition
Disaggregation of Revenue
The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue by category: | |||||||||||||||||||||||
| Digital revenue | |||||||||||||||||||||||
| Digital advertising | $ | $ | $ | $ | |||||||||||||||||||
| Digital subscriptions | |||||||||||||||||||||||
| Publisher revenue | |||||||||||||||||||||||
| Performance Marketing | |||||||||||||||||||||||
| Other digital revenue | |||||||||||||||||||||||
| Total digital revenue | |||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||
| Total print revenue | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
| Revenue by geographical market: | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Revenue by timing of recognition: | |||||||||||||||||||||||
| At point in time | $ | $ | $ | $ | |||||||||||||||||||
| Over time | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
For the three months and nine months ended September 30, 2025 and 2024, disaggregated revenue represents revenue from continuing operations.
Revenue recognized during the three months ended September 30, 2025 and 2024, which was included in the deferred revenue balance at the beginning of each period, was $828 and $2,788 , respectively. Revenue recognized during the nine months ended September 30, 2025 and 2024, which was included in the deferred revenue balance at the beginning of each period, was $4,334 and $13,309 , respectively.
Contract Balances
The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services.
27
The following table provides information about contract balances:
| As of | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Unearned revenue (short-term contract liabilities): | |||||||||||
| Digital revenue | $ | $ | |||||||||
| Unearned revenue (long-term contract liabilities): | |||||||||||
| Digital revenue | $ | $ | |||||||||
16. Income Taxes
The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate ("ETR"), adjusted for discrete items, if any, that arise during the period. In calculating the provision for interim income taxes, an estimated annual ETR is applied to year-to-date ordinary income. At the end of each interim period, the Company updates its estimate of the annual ETR expected to be applicable for the full fiscal year.
The income tax provision ETR for the three months ended September 30, 2025 and 2024 was (4.63 )% and 0.83 %, respectively, and for the nine months ended September 30, 2025 and 2024 was (3.97 )% and (0.79 )%, respectively. The decrease in the ETR for the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to the passage of the One Big Beautiful Bill Act in July of 2025 which reduced the overall tax expense. The increase in the ETR for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to higher federal and state income taxes resulting from higher pre-tax income.
The Company's ETR for the three and nine months ended September 30, 2025 and 2024 remained below the U.S. federal statutory rate primarily due to the impact of the full valuation allowance. Based upon the Company’s historical operating losses, despite the reported positive pre-tax income during the three and nine months ended September 30, 2025, management concluded that the evidence of recent profitability was not yet sufficient to overcome the negative evidence of cumulative losses in recent years. As a result, the Company has provided a valuation allowance against the deferred tax assets that will not be realized as of September 30, 2025 and 2024.
As of September 30, 2025 and 2024, the Company has no uncertain tax positions or interest and penalties accrued related to income taxes.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act") was signed into law. The Act makes permanent key elements of the U.S. Tax Cuts and Jobs Act of 2017, including bonus depreciation and domestic research cost expensing, and interest deductibility. The Company is currently evaluating the impact of the Act upon our future effective tax rate, tax liabilities, and cash taxes.
17. Related Party Transactions
Principal Stockholders
Business Acquisition - On May 12, 2025, the Company entered into a Membership Purchase Agreement to purchase 100 % of the membership interests of TravelHost LLC from Simplify for a purchase price of $1,000 . In addition to the acquisition of the membership interests, the acquisition also included an assignment of certain contracts from Bridge Media Networks, LLC, an affiliate of Simplify.
Term Debt – On January 5, 2024, as part of negotiations with Renew Group Private Limited (“Renew”), an affiliated entity of Simplify, in connection with the Company’s failure on December 29, 2023 to make the interest payment due on the Term Debt, dated December 15, 2022 held by Renew in the amount of $2,797 , that resulted in an event of default under the Term Debt, Renew agreed in writing to a forbearance period through March 29, 2024 (subsequently extended to September 30, 2024), that was originally subject to the Company retaining a chief restructuring officer acceptable to Renew, while reserving its rights and remedies. In connection with the forbearance, the Company had an engagement with FTI Consulting Inc., a global business advisory firm (“FTI”) from January 5, 2024 through April 26, 2024, to assist the Company with its turnaround plans and forge an expedited path to sustainable positive cash flow and earnings to create shareholder value (the “FTI Engagement”). In connection with the FTI Engagement, Jason Frankl, a senior managing director of FTI, was appointed as the Company’s Chief Business Transformation Officer. He was later appointed as the
28
interim Co-President. Upon completion of their work under the FTI Engagement satisfactory to Renew and the Company, the FTI Engagement was terminated as of April 26, 2024 and Mr. Frankl resigned as Co-President and Chief Business Transformation Officer.
On July 12, 2024, as described above, the Company entered into Amendment No. 3, pursuant to which interest that was, or will be, due on December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024 was due on or before December 31, 2024, as well as the interest otherwise due on December 31, 2024 (all of which was paid before December 31, 2024). The deferral was contingent on, among other things, no events of default occurring under the Term Debt during the deferral period. On November 6, 2024, the Company received a letter from Renew confirming the Company is not currently in default under the Term Debt due to the cure of the default identified in the forbearance letter (see Note 10). As of September 30, 2025, the outstanding principal on the Term Debt was $110,691 .
For the three and nine months ended September 30, 2025, the Company had certain transactions with Renew, where it paid interest totaling $2,829 and $8,394 , respectively, under the Term Debt. Pursuant to the forbearance letter, no interest was paid for the nine months ended September 30, 2024.
Simplify Loan – For the three and nine months ended September 30, 2025, the Company had certain transactions with Simplify, where it paid interest totaling $7 and $315 , respectively, under the Simplify Loan. Pursuant to the forbearance letter, no interest was paid for the three and nine months ended September 30, 2024.
Simplify Revenue – For the three and nine months ended September 30, 2025, the Company recognized digital advertising revenue from transactions with Living Essentials, LLC (“Living Essentials”), an affiliated entity of Simplify, totaling $863 and $2,693 , respectively. The outstanding accounts receivable due from Living Essentials were $1,741 as of September 30, 2025.
Common Stock Private Placement – As a result of the issuance of the Private Placement Shares to Simplify, Simplify owns approximately 54.3 % (subsequently increased to 71.4 % in connection with the Common Stock Purchase Agreement) of the outstanding shares of the Company’s common stock, resulting in a change in control. As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company’s stockholders for approval, including the election of directors. Prior to the consummation of the Private Placement, the Company’s public stockholders held a majority of the outstanding shares of the Company’s common stock.
18. Commitments and Contingencies
Legal Contingencies
Claims and Litigation – From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business. The outcome of any litigation is inherently uncertain. Based on the Company’s current knowledge it believes that the final outcome of the matters discussed below will not likely, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows; however, in light of the uncertainties involved in such matters, there can be no assurance that the outcome of each case or the costs of litigation, regardless of outcome, will not have a material adverse effect on the Company’s business.
On January 30, 2024, the former President, Media filed an action against the Company and Manoj Bhargava, the former interim CEO and a principal stockholder, alleging claims for breach of contract, failure to pay wages and defamation, among other things, in the United States District Court of the Southern District of New York, seeking damages in an unspecified amount. On November 15, 2024, the Company has executed a confidential settlement agreement with the former President, Media which fully resolved the matter to the satisfaction of the parties to the litigation.
On March 21, 2024, the former CEO and Chairman of the board of directors filed an action against the Company, members of its board of directors and Simplify, alleging claims for retaliation, breach of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking damages in an amount of $20,000 . The Company and former board member Carlo Zola filed a Cross Complaint and Answer on June 20, 2024. Apart from Mr. Zola, the remaining individual board member defendants successfully filed a Motion to Quash Service of Summons based on lack of jurisdiction, and they have been dismissed from the case. On September 13, 2024, the former CEO and Chairman filed an Answer to the Company’s Cross Complaint. On April 8, 2025, the former CEO and Chairman, the Company, and Mr. Zola filed a Stipulation to allow the former CEO and Chairman to file a First Amended Complaint, which adds a new cause of action for alleged breach of contract based upon the Company’s refusal to advance certain attorneys’ fees to him. The Court has not yet approved the filing of the First Amended Complaint, and the Company will
29
respond to the First Amended Complaint in due course. The Company intends to vigorously defend itself against the allegations made in this lawsuit.
ABG Group Legal Matters
On March 18, 2024, the Company discontinued the Sports Illustrated media business (the “SI Business”) that was operated under a Licensing Agreement with ABG-SI, LLC (“ABG”). The disposal of the SI Business represented the discontinuation of the Company’s print subscription business, which was a component that represented a strategic shift that had a major effect on the Company’s financial results, and the component was classified as a discontinued operation.
On April 1, 2024, ABG and certain of its affiliates (the "ABG Group") filed an action against the Company and Manoj Bhargava, the former interim CEO and a principal stockholder, in the United States District Court of the Southern District of New York alleging, among other things, breach of contract related to the termination of the SI business, seeking damages in the amount of $48,750 ($3,750 royalty fee liability and $45,000 termination fee liability) that had been reflected in current liabilities from discontinued operations as of September 30, 2024 resulting from the March 18, 2024 action.
On June 7, 2024, the Company filed a response denying the ABG Group’s alleged breach of contract action and filed a counterclaim against the ABG Group and Minute Media, Inc., alleging, among other things, unfair competition, misappropriation of trade secrets, unjust enrichment, breach of contract, and tortious interference with contract.
On April 29, 2025, the Company entered into a confidential settlement agreement with the ABG Group and Minute Media, Inc., resolving all outstanding claims and counterclaims related to the matter. As a result, the Company has released the previously accrued liability related to the ABG dispute, with no further obligations remaining under the terminated licensing agreement. The ABG Warrants were also forfeited as part of the settlement. The impact of the settlement is reflected in the condensed consolidated financial statements for the three and nine months ended September 30, 2025.
30
19. Segment Reporting
The Company leverages its Platform to build content verticals powered by anchor brands. The Company’s strategy is to focus on key subject matter verticals where audiences are passionate about a topic category where it can leverage the strength of its core brands to grow its audience and monetize editorially focused online content through various display and video advertisements that are viewed by internet users of the content.
The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews segment gross profit by vertical when evaluating performance and making resource allocation decisions rather than focusing on consolidated company net income, which resulted in a change to reportable segments. The prior period presented has been re-cast to reflect this change. Changes to the CODM in subsequent periods may result in a change to reportable segments. This segment profit measure is defined as segment revenue less segment cost of revenue, consisting of costs and expenses directly attributable to the segment. The Company has four
Each of the reportable segments derives its revenue from digital advertising, digital subscriptions, performance marketing, publisher revenue, and licensing and publisher revenue.
31
The following tables summarize key financial information by segment:
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Sports & Leisure | Finance | Lifestyle | Platform | Total | |||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | $ | |||||||||||||||||||||||||
| Digital subscriptions | ( | ||||||||||||||||||||||||||||
| Publisher revenue | |||||||||||||||||||||||||||||
| Performance Marketing | |||||||||||||||||||||||||||||
| Other digital revenue | ( | ||||||||||||||||||||||||||||
| Total digital revenue | |||||||||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||||||||
| Total revenue | $ | ||||||||||||||||||||||||||||
| Less: (1) | |||||||||||||||||||||||||||||
| External Cost of Content | |||||||||||||||||||||||||||||
| Internal Cost of Content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Print, distribution and fulfillment costs | ( | ||||||||||||||||||||||||||||
| Other segment items | |||||||||||||||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of Segment Gross Profit to Income Before Income Taxes: | |||||||||||||||||||||||||||||
| Less unallocated cost of revenue amounts: | |||||||||||||||||||||||||||||
| Internal cost of content | ( | ||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Amortization of developed technology and platform development | |||||||||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Liquidated damages | |||||||||||||||||||||||||||||
| Total unallocated costs | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
32
| Three months ended September 30, 2024 | |||||||||||||||||||||||||||||
| Sports & Leisure | Finance | Lifestyle | Platform | ||||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | $ | |||||||||||||||||||||||||
| Digital subscriptions | |||||||||||||||||||||||||||||
| Publisher revenue | |||||||||||||||||||||||||||||
| Performance Marketing | |||||||||||||||||||||||||||||
| Other digital revenue | |||||||||||||||||||||||||||||
| Total digital revenue | |||||||||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||||||||
| Total revenue | $ | ||||||||||||||||||||||||||||
| Less: (1) | $0 | $0 | $0 | $0 | |||||||||||||||||||||||||
| External Cost of Content | |||||||||||||||||||||||||||||
| Internal Cost of Content | ( | ||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Print, distribution and fulfillment costs | ( | ||||||||||||||||||||||||||||
| Other segment items | |||||||||||||||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of Segment Gross Profit to Income Before Income Taxes: | |||||||||||||||||||||||||||||
| Less unallocated cost of revenue amounts: | |||||||||||||||||||||||||||||
| Internal cost of content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Amortization of developed technology and platform development | |||||||||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Liquidated damages | |||||||||||||||||||||||||||||
| Total unallocated costs | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
33
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Sports & Leisure | Finance | Lifestyle | Platform | ||||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | $ | |||||||||||||||||||||||||
| Digital subscriptions | |||||||||||||||||||||||||||||
| Publisher revenue | |||||||||||||||||||||||||||||
| Performance Marketing | |||||||||||||||||||||||||||||
| Other digital revenue | |||||||||||||||||||||||||||||
| Total digital revenue | |||||||||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||||||||
| Total revenue | $ | ||||||||||||||||||||||||||||
| Less: (1) | |||||||||||||||||||||||||||||
| External Cost of Content | |||||||||||||||||||||||||||||
| Internal Cost of Content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Print, distribution and fulfillment costs | ( | ( | |||||||||||||||||||||||||||
| Other segment items | |||||||||||||||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of Segment Gross Profit to Income Before Income Taxes: | |||||||||||||||||||||||||||||
| Less unallocated cost of revenue amounts: | |||||||||||||||||||||||||||||
| Internal cost of content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Amortization of developed technology and platform development | |||||||||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Liquidated damages | |||||||||||||||||||||||||||||
| Total unallocated costs | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
34
| Nine months ended September 30, 2024 | |||||||||||||||||||||||||||||
| Sports & Leisure | Finance | Lifestyle | Platform | Total | |||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | $ | |||||||||||||||||||||||||
| Digital subscriptions | |||||||||||||||||||||||||||||
| Publisher revenue | |||||||||||||||||||||||||||||
| Performance Marketing | |||||||||||||||||||||||||||||
| Other digital revenue | |||||||||||||||||||||||||||||
| Total digital revenue | |||||||||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||||||||
| Total revenue | $ | ||||||||||||||||||||||||||||
| $0 | $0 | $0 | $0 | ||||||||||||||||||||||||||
| Less: (1) | $0 | $0 | $0 | $0 | |||||||||||||||||||||||||
| External Cost of Content | |||||||||||||||||||||||||||||
| Internal Cost of Content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Print, distribution and fulfillment costs | |||||||||||||||||||||||||||||
| Other segment items | |||||||||||||||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of Segment Gross Profit to Income (Loss) Before Income Taxes: | |||||||||||||||||||||||||||||
| Less unallocated cost of revenue amounts: | |||||||||||||||||||||||||||||
| Internal cost of content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Amortization of developed technology and platform development | |||||||||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Loss on impairment of assets | |||||||||||||||||||||||||||||
| Change in valuation of contingent consideration | |||||||||||||||||||||||||||||
| Liquidated damages | |||||||||||||||||||||||||||||
| Loss on sale of assets | |||||||||||||||||||||||||||||
| Total unallocated costs | |||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ( | |||||||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
The Company’s long-lived assets, consisting of property and equipment, and operating leases, are located in the United States. No asset information is provided to the CODM.
35
20. Subsequent Events
Acquisition of Lindy’s Sports
On October 1, 2025, the Company entered into an Asset Purchase Agreement with DMD Publications, LLC, to acquire certain intangible and intellectual property assets related to its digital Lindy’s Sports business, including digital content, domain names, trademarks, social media accounts, and related licenses. The purchase price for the assets is $1,000 .
The Company is currently evaluating the accounting impact of the transaction, including the allocation of the purchase price to the acquired assets.
Acquisition of Shop HQ
On October 7, 2025, the Company entered into an Asset Purchase Agreement to acquire certain assets from IV Media LLC, a related party, related to its ShopHQ business. The purchase price for the assets is $1,000 . The transaction was approved by the Audit Committee of the Board of Directors of the Company consisting solely of independent directors.
The Company is currently evaluating the accounting impact of the transaction.
Management has evaluated all other subsequent events through the date these financial statements were issued and has determined that no other events or transactions have occurred that require disclosure.
36
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollar in thousands, other than RPM)
The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2025 and 2024 should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 included in the Annual Report on Form 10-K filed with the SEC on April 15, 2025. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Forward-Looking Statements.”
Overview
The Arena Group Holdings, Inc. (“Arena Group,” “we,” or “our”) is a brand, data and IP company that builds, acquires, and scales high-performing digital assets. We combine technology, storytelling, and entrepreneurship to create deep content verticals that engage passionate audiences across sports & leisure, lifestyle, and finance.
Impact of Macroeconomic Conditions
Uncertainty in the global economy presents significant risks to our business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on our business. While we are closely monitoring the impact of the current macroeconomic conditions on all aspects of our business, the ultimate extent of the impact on our business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of our control and could exist for an extended period of time. As a result, we are subject to continuing risks and uncertainties. For additional information, see the sections titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025 and in this Quarterly Report.
Key Operating Metrics
Our key operating metrics are:
•Revenue per page view (“RPM”) – represents the advertising revenue earned per 1,000 page views. It is calculated as our advertising revenue during a period divided by our total page views during that period and multiplied by $1,000; and
•Monthly average page views – represents the total number of page views in a given month or the average of each month’s page views in a fiscal quarter or year, which is calculated as the total number of page views recorded in a quarter or year divided by three months or 12 months, respectively.
We monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and to understanding our business. Moreover, they form the basis for trends informing certain predictions related to our financial condition. Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream. Management monitors and reviews these metrics because such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising revenue and our overall business. We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects.
For pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average page views. RPM is an indicator of yield and pricing driven by both advertising density and demand from our advertisers.
Monthly average page views are measured across all properties hosted on the Platform and provide us with insight into volume, engagement and effective page management and are therefore our primary measure of traffic. We utilize a third-party source, Google Analytics, to confirm this traffic data.
As described above, these key operating metrics are critical for management as they provide insights into our digital advertising revenue generation and overall business performance. This information also provides feedback on the content
37
on our website and its ability to attract and engage users, which allows us to make strategic business decisions designed to drive more users to read or view more of our content and generate higher advertising revenue across all properties hosted on the Platform.
For the three and nine months ended September 30, 2025, our RPM was $25.18 and $24.16, respectively, compared to $24.69 and $22.26 for the same periods in 2024. The 2% and 9% increases in RPM primarily reflect improvements in monetization efficiency, including enhanced ad yield management and optimization of high-value content placements. For the three and nine months ended September 30, 2025, our monthly average page views were 235,005,836 and 328,682,166, respectively, compared to 301,721,996 and 332,312,606 for the same periods in 2024. The 22% and 1% decreases in monthly average page views primarily reflect changes in search referral patterns following recent updates to third-party search engine algorithms, which resulted in lower organic traffic. Management is continuing to optimize site structures and content to align with current search best practices, enhance content quality and authority, and invest in audience engagement and technical improvements to restore and grow traffic, strengthen visibility and long-term traffic performance.
All dollar figures presented below are in thousands unless otherwise stated.
Liquidity and Capital Resources
Going Concern Assessment
Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our condensed consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern.
For the three and nine months ended September 30, 2025, we had net income from continuing operations of $6,865 and $23,274, respectively, and as of September 30, 2025, had cash and cash equivalents on hand of $12,523 and working capital of $26,837.
In prior periods, we disclosed that substantial doubt existed regarding our ability to continue as a going concern due to recurring losses, a working capital deficit, and limited liquidity. We continue to improve our financial performance through revenue growth and reduction of costs and monthly cash requirements, and to maintain compliance with the terms of all outstanding debt agreements, and have taken actions to resolve current and potential future liabilities, such as resolving pending litigation. We have reported consecutive profitable results in the third and fourth quarters of 2024 and the first, second, and third quarters of 2025. The previously disclosed working capital deficit existed due to the classification of our outstanding debt as a current liability and the accrual of several liabilities from discontinued operations. These conditions no longer exist.
As a result of these developments, management has concluded that the conditions that previously raised substantial doubt about our ability to continue as a going concern no longer exist. Accordingly, management has determined that there is no longer substantial doubt about our ability to continue as a going concern for at least one year from the date the financial statements are issued.
The Simplify loan, which provides for borrowings of up to $50 million, matures on December 1, 2026, and our Renew term debt matures on December 31, 2026. While we have reported net income for the past four quarters and currently maintain a cash balance of approximately $15 million, our ability to meet ongoing liquidity needs and support future growth is dependent, in part, on our access to external financing. We intend to refinance or replace the Simplify loan and our Renew term debt prior to their due dates; however, there can be no assurance that we will be able to do so on terms that are acceptable to us, or at all, and our cash flow may not be sufficient to allow us to pay principal and interest on this debt and meet our other obligations. If we cannot generate or obtain needed funds, we might be forced to make substantial reductions in our operating and capital expenses or pursue restructuring plans, which could adversely affect our business operations and ability to execute our current business strategy. In addition, if a default occurs as a result, the lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. In addition, if repayment of our indebtedness is accelerated as a result of such default, we cannot assure you that we would have sufficient assets or access to credit to repay such indebtedness.
Cash and Working Capital Facility
38
As of September 30, 2025, our principal sources of liquidity consisted of cash and cash equivalents of $12,523 and accounts receivable, net of allowance for credit losses, of $26,201. In addition, as of September 30, 2025, we had $50,000 available for additional use under our working capital loan with Simplify. As of September 30, 2025, the outstanding balance of the Simplify working capital loan was $0. Our cash balance as of the issuance date of our accompanying condensed consolidated financial statements is $3,678.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Material Contractual Obligations
We have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts, consulting agreements, leases, liquidated damages, debt and related interest payments. Purchase obligations consist of contracts primarily related to merchandise, equipment, and third party services, the majority of which are due in the next 12 months. See Note 5, Leases, Note 7, Liquidated Damages Payable, and Note 9, Simplify Loan and Note 10, Term Debt, in our accompanying condensed consolidated financial statements for amounts outstanding as of September 30, 2025, related to other material contractual obligations.
Discontinued Operations
In connection with our discontinued operations from the discontinuance of the Sports Illustrated media business, we recorded the termination fee liability of $45,000 and recognized a loss on impairment of assets of $39,391 for the nine months ended September 30, 2024. On April 29, 2025, the Company entered into a confidential settlement agreement resolving this matter with outstanding liabilities being released by all sides, including forfeiture of warrants held by ABG.
Income (loss) from our discontinued operations, net of tax, was $96,250 and $(92,709) for the nine months ended September 30, 2025 and 2024, respectively.
Further details are provided in our accompanying condensed consolidated financial statements in Note 2, Discontinued Operations, related to our discontinued operations and Note 18, Commitments and Contingencies, regarding the settlement of an action filed by ABG Group against the Company and Manoj Bhargava on April 1, 2024.
Working Capital
We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital surplus (deficit) as of September 30, 2025 and December 31, 2024 is as follows:
| As of | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Current assets | $ | 44,646 | $ | 40,234 | |||||||
| Current liabilities | (17,809) | (122,256) | |||||||||
| Working capital | $ | 26,837 | $ | (82,022) | |||||||
As of September 30, 2025, we had working capital of $26,837, consisting of $44,646 in total current assets and $17,809 in total current liabilities as compared to a working capital deficit of $82,022 as of December 31, 2024. As of December 31, 2024, our working capital deficit consisted of $40,234 in total current assets and $122,256 in total current liabilities. The change in working capital is the result of the derecognition of several liabilities related to discontinued operations.
Our cash flows for the nine months ended September 30, 2025 and 2024 consisted of the following:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by (used in) operating activities | $ | 26,131 | $ | (7,507) | |||||||
| Net cash used in investing activities | (7,291) | (2,819) | |||||||||
| Net cash (used in) provided by financing activities | (10,679) | 6,815 | |||||||||
39
| Net increase (decrease) in cash and cash equivalents | $ | 8,161 | $ | (3,511) | |||||||
| Cash and cash equivalents, end of period | $ | 12,523 | $ | 5,773 | |||||||
For the nine months ended September 30, 2025, net cash provided by operating activities was $26,131, consisting primarily of $109,374 of cash received from customers, partially offset by $74,521 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $8,722 of cash paid for interest. For the nine months ended September 30, 2024, net cash used in operating activities was $7,507, consisting primarily of $119,352 of cash received from customers, offset by (i) $83,572 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, and professional services, (ii) an asset impairment of $40,589 and (iii) $2,698 of cash paid for interest.
For the nine months ended September 30, 2025, net cash used in investing activities was $7,291, primarily related to capitalized costs for the Company’s Platform and the purchase of intangible assets. For the nine months ended September 30, 2024, net cash used in investing activities was $2,819 consisting of (i) $54 for purchase of property and equipment and (ii) $2,765 for capitalized costs for our Platform.
For the nine months ended September 30, 2025, net cash used in financing activities was $10,679, consisting of (i) $28 for tax payments relating to the withholding of shares of common stock for certain employees, and (ii) $10,651 for repayments of the Simplify Loan. For the nine months ended September 30, 2024, net cash provided by financing activities was $6,815, consisting of (i) $561 for the payment of the contingent consideration, (ii) $20,027 from repayment of our line of credit with SLR Digital Finance LLC (“SLR”), (iii) $200 from payments of deferred cash payment and (iv) $497 for tax payments relating to the withholding of shares of common stock for certain employees, less (v) $12,000 in net proceeds from the common stock private placement, and (vi) $16,100 in net proceeds from our working capital loan with Simplify.
Share Repurchase Program
On July 31, 2025, we announced a share repurchase program under which we may repurchase up to 3 million shares of our common stock through July 31, 2026, from time to time through open-market transactions, privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans, subject to market conditions, share price, and other factors. The program may be suspended, modified, or terminated at any time. The share repurchase program will be funded through operating cash flow. As of September 30, 2025, no shares have been repurchased under this program.
Results of Operations
Three Months Ended September 30, 2025 and 2024
The following table sets forth revenue, cost of revenue, gross profit, income (loss) from operations, and net income (loss):
| Three Months Ended September 30, | 2025 versus 2024 | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 29,760 | $ | 33,555 | $ | (3,795) | -11.3 | % | |||||||||||||||
| Cost of revenue | 14,833 | 16,562 | (1,729) | -10.4 | % | ||||||||||||||||||
| Gross profit | 14,927 | 16,993 | (2,066) | -12.2 | % | ||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling and marketing | 1,342 | 2,011 | (669) | -33.3 | % | ||||||||||||||||||
| General and administrative | 3,213 | 6,023 | (2,810) | -46.7 | % | ||||||||||||||||||
| Depreciation and amortization | 877 | 905 | (28) | -3.1 | % | ||||||||||||||||||
| Total operating expenses | 5,432 | 8,939 | (3,507) | -39.2 | % | ||||||||||||||||||
| Income (loss) from operations | 9,495 | 8,054 | 1,441 | 17.9 | % | ||||||||||||||||||
| Total other expense | (2,934) | (3,236) | 302 | -9.3 | % | ||||||||||||||||||
| Income (loss) before income taxes | 6,561 | 4,818 | 1,743 | 36.2 | % | ||||||||||||||||||
| Income tax (provision) benefit | 304 | (40) | 344 | -860.0 | % | ||||||||||||||||||
| Income (loss) from continuing operations | 6,865 | 4,778 | 2,087 | 43.7 | % | ||||||||||||||||||
40
| Income (loss) from discontinued operations, net of tax | — | (822) | 822 | -100.0 | % | ||||||||||||||||||
| Net income (loss) | $ | 6,865 | $ | 3,956 | $ | 2,909 | 73.5 | % | |||||||||||||||
For the three months ended September 30, 2025, income from continuing operations improved $2,087 to $6,865, as compared to our prior period income from continuing operations of $4,778. This improvement was primarily due to a $3,507 decrease in operating expenses as a result of headcount and consulting spend reductions.
Revenue
The following table sets forth revenue, cost of revenue, and gross profit:
| Three Months Ended September 30, | 2025 versus 2024 | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 29,760 | $ | 33,555 | $ | (3,795) | -11.3 | % | |||||||||||||||
| Cost of revenue | 14,833 | 16,562 | (1,729) | -10.4 | % | ||||||||||||||||||
| Gross profit | $ | 14,927 | $ | 16,993 | $ | (2,066) | -12.2 | % | |||||||||||||||
For the three months ended September 30, 2025, we had gross profit of $14,927, as compared to $16,993 for the three months ended September 30, 2024, a decrease of $2,066. Gross profit percentage for the three months ended September 30, 2025 was 50.2%, as compared to 50.6% for the three months ended September 30, 2024.
Revenue for the period declined due to weaker digital advertising performance. This reduction was largely attributable to algorithmic updates that impacted search rankings across the industry and resulted in lower traffic levels. Cost of revenue decreased proportionally, reflecting the variable cost structure associated with the competitive publishing model. We believe the minimal change in gross profit percentage demonstrates the scalability and resilience of our cost base across varying revenue levels.
The following table sets forth revenue by category:
| Three Months Ended September 30, | 2025 versus 2024 | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Digital revenue: | |||||||||||||||||||||||
| Digital advertising | $ | 17,946 | $ | 23,068 | $ | (5,122) | -22.2 | % | |||||||||||||||
| Digital subscriptions | 1,492 | 1,806 | (314) | -17.4 | % | ||||||||||||||||||
| Publisher Revenue | 5,495 | 1,733 | 3,762 | 217.1 | % | ||||||||||||||||||
| Performance Marketing | 4,043 | 3,048 | 995 | 32.6 | % | ||||||||||||||||||
| Other digital revenue | 291 | 3,377 | (3,086) | -91.4 | % | ||||||||||||||||||
| Total digital revenue | 29,267 | 33,032 | (3,765) | -11.4 | % | ||||||||||||||||||
| Print revenue | 493 | 523 | (30) | -5.7 | % | ||||||||||||||||||
| Total revenue | $ | 29,760 | $ | 33,555 | $ | (3,795) | -11.3 | % | |||||||||||||||
41
For the three months ended September 30, 2025, total revenue decreased $3,795, or an 11.3% decrease, to $29,760 from $33,555 for the three months ended September 30, 2024. There was a 11.4% decrease in total digital revenue from $33,032 for the three months ended September 30, 2024 to $29,267 for the three months ended September 30, 2025.
Digital advertising revenue decreased by $5,122 as a result of algorithmic updates that impacted search rankings across the industry and resulted in lower traffic levels. To mitigate the impact of search-related volatility, we continue to refine our content and distribution strategies. These efforts contributed to an increase of $3,762 in publisher revenue, attributable to the continued expansion of our publisher network, as well as an increase of $995 in performance marketing revenue from increased affiliate content output. The decrease in other digital revenue of $3,086 reflects the impact of a licensing agreement that was recognized in the three months ended September 30, 2024.
Cost of Revenue
The following table sets forth cost of revenue by category:
| Three Months Ended September 30, | 2025 versus 2024 | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| External cost of content | $ | 4,942 | $ | 4,789 | $ | 153 | 3.2 | % | |||||||||||||||
| Internal cost of content | 4,783 | 6,113 | (1,330) | -21.8 | % | ||||||||||||||||||
| Technology costs | 3,744 | 3,983 | (239) | (6.0) | % | ||||||||||||||||||
| Printing, distribution and fulfillment costs | (98) | 45 | (143) | (317.1) | % | ||||||||||||||||||
| Amortization of developed technology and platform development | 1,444 | 1,474 | (30) | (2.0) | % | ||||||||||||||||||
| Other | 18 | 158 | (140) | (88.3) | % | ||||||||||||||||||
| Total cost of revenue | $ | 14,833 | $ | 16,562 | $ | (1,729) | (10.4) | % | |||||||||||||||
| — | % | ||||||||||||||||||||||
For the three months ended September 30, 2025, we recognized cost of revenue of $14,833 as compared to $16,562 for the three months ended September 30, 2024, a decrease of $1,729. This decrease was primarily driven by a $1,330 reduction in internal cost of content reflecting the transition of Parade, Men's Journal, and TheStreet to the competitive publishing model during 2025.
Operating Expenses
Selling and Marketing
The following table sets forth selling and marketing expenses from continuing operations by category:
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Selling and marketing | $ | 1,342 | $ | 2,011 | |||||||
| Selling and marketing as a percentage of revenues | 5 | % | 6 | % | |||||||
For the three months ended September 30, 2025, we incurred selling and marketing expenses of $1,342 as compared to $2,011 for the three months ended September 30, 2024. The decrease of $669 reflects savings achieved through vendor renegotiations and ongoing cost-optimization initiatives across advertising, marketing and adverting operations tools.
General and Administrative
The following table sets forth general and administrative expenses by category:
42
| Three months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| General and administrative | $ | 3,213 | $ | 6,023 | |||||||
| General and administrative as a percentage of revenues | 11 | % | 18 | % | |||||||
General and administrative expenses totaled $3,213 for the three months ended September 30, 2025 down from $6,023 for the three months ended September 30, 2024, a decrease of $2,810. The decrease was primarily driven by lower professional fees following the resolution of certain legal matters, as well as improved collection efforts that resulted in reduced bad debt expense, which was partially offset by higher facility costs associated with a new office space lease.
Segment Revenue
We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform. Additionally, certain expenses are not allocated to our segments because they represent centralized activities which cannot be accurately allocated.
The following table sets forth revenue by segment:
| Three months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Segment revenue: | |||||||||||
| Sports and leisure | $ | 8,290 | $ | 13,234 | |||||||
| Finance | 9,223 | 7,005 | |||||||||
| Lifestyle | 9,848 | 7,472 | |||||||||
| Platform | 2,399 | 5,844 | |||||||||
| Total Revenue | $ | 29,760 | $ | 33,555 | |||||||
Sports & Leisure – the decrease of $4,944 was primarily driven by a decrease in digital advertising revenue due to algorithmic updates that impacted search rankings across the industry and resulted in lower traffic levels.
Finance – the $2,218 increase was primarily attributable to audience and traffic growth resulting from the transition of TheStreet to the competitive publishing model as well as higher performance marketing revenue due to the expansion of our affiliate partner network.
Lifestyle – the increase of $2,376 was driven by an increase in publisher revenue due to the expansion of our publisher network, increased digital advertising revenue as a result of traffic and audience growth due to the transition of Parade to the competitive publishing model, and growth in performance marketing revenue due to the expansion of our affiliate commerce network.
Platform – decrease of $3,445 is driven by a decrease in digital advertising as a result of the reduction in underperforming partner sites.
Segment Gross Profit
The following table sets forth segment gross profit:
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Gross profit: | |||||||||||
| Sports and leisure | $ | 4,586 | $ | 6,360 | |||||||
| Finance | 5,822 | 4,909 | |||||||||
| Lifestyle | 5,920 | 4,805 | |||||||||
| Platform | 695 | 3,675 | |||||||||
| Segment gross profit | $ | 17,023 | $ | 19,749 | |||||||
43
Sports & Leisure – gross profit decreased by $1,774 for the period, primarily due to lower digital advertising revenue resulting from reduced website traffic. This decline in traffic was largely attributable to industry-wide algorithmic updates that impacted search rankings. Despite the decrease in gross profit, gross profit percentage increased, reflecting the benefit of fixed cost reductions within internal cost of content due to the transition of Men's Journal to the competitive publishing model and continued cost management efforts.
Finance – increase of $913 was driven by an increase in digital advertising revenue as well as growth in publisher and performance marketing revenue partially offset by an increase in external cost of content due to the implementation of the competitive publishing model at TheStreet.
Lifestyle – increase of $1,115 was driven by an increase in digital advertising revenue as well as growth in publisher and performance marketing revenue partially offset by an increase in external cost of content due to the implementation of the competitive publishing model at Parade.
Platform – decrease of $2,980 was driven by a decrease in digital advertising as a result of the reduction in underperforming partner sites.
The following table reconciles segment gross profit to gross profit:
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Segment gross profit | $ | 17,023 | $ | 19,749 | |||||||
| Arena level activities | — | — | |||||||||
| Internal cost of content | 279 | (84) | |||||||||
| Technology costs | (931) | (1,198) | |||||||||
| Amortization of developed technology and platform development | (1,444) | (1,474) | |||||||||
| Gross profit | $ | 14,927 | $ | 16,993 | |||||||
Other Expenses
The following table sets forth other expenses:
| Three Months Ended September 30, | 2025 versus 2024 | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Change in fair value of contingent consideration | $ | — | $ | — | $ | — | 100.0 | % | |||||||||||||||
| Interest expense | (2,857) | (3,159) | 302 | -30.7 | % | ||||||||||||||||||
| Liquidated damages | (77) | (77) | — | — | % | ||||||||||||||||||
| Total other expense | $ | (2,934) | $ | (3,236) | $ | 302 | -30.2 | % | |||||||||||||||
Interest Expense – Net interest expense was $2,857 for the three months ended September 30, 2025 compared to $3,159 for three months ended September 30, 2024. The $302 reduction resulted from lower amortization of debt issuance costs and decreased interest charges attributable to a reduced debt balance following repayment of the Simplify Loan in 2025.
Liquidated Damages – We recorded liquidated damages of $77 for the three months ended September 30, 2025, as compared to $77 for the three months ended September 30, 2024.
Income Taxes – We recorded a benefit for income taxes of $304 for the three months ended September 30, 2025, as compared to the provision for income taxes of $40 for the three months ended September 30, 2024. The decrease in our provision for income tax of $344 was primarily due to the passage of the One Big Beautiful Bill Act in July of 2025 which reduced the overall tax expense.
44
Nine Months Ended September 30, 2025 and 2024
| Nine Months Ended September 30, | 2025 versus 2024 | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 106,587 | $ | 89,679 | $ | 16,908 | 18.9 | % | |||||||||||||||
| Cost of revenue | 50,556 | 53,035 | (2,479) | -4.7 | % | ||||||||||||||||||
| Gross profit | 56,031 | 36,644 | 19,387 | 52.9 | % | ||||||||||||||||||
| Operating expenses | 0 | 0 | 0 | — | % | ||||||||||||||||||
| Sales and marketing | 5,418 | 10,326 | (4,908) | -47.5 | % | ||||||||||||||||||
| General and administrative | 14,696 | 24,790 | (10,094) | -40.7 | % | ||||||||||||||||||
| Depreciation and amortization | 2,648 | 2,805 | (157) | -5.6 | % | ||||||||||||||||||
| Loss on impairment of assets | — | 1,198 | (1,198) | -100.0 | % | ||||||||||||||||||
| Total operating expenses | 22,762 | 39,119 | (16,357) | -41.8 | % | ||||||||||||||||||
| Income (loss) from operations | 33,269 | (2,475) | 35,744 | -1444.2 | % | ||||||||||||||||||
| Total other expenses | (9,034) | (12,289) | 3,255 | -26.5 | % | ||||||||||||||||||
| Income (loss) before income taxes | 24,235 | (14,764) | 38,999 | -264.1 | % | ||||||||||||||||||
| Income taxes | (961) | (116) | (845) | 728.4 | % | ||||||||||||||||||
| Income (loss) from continuing operations | 23,274 | (14,880) | 38,154 | -256.4 | % | ||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | 96,250 | (92,709) | 188,959 | -203.8 | % | ||||||||||||||||||
| Net income (loss) | $ | 119,524 | $ | (107,589) | $ | 227,113 | -211.1 | % | |||||||||||||||
For the nine months ended September 30, 2025, income from continuing operations improved $38,154 to $23,274, as compared to our prior period loss of $14,880 from continuing operations. This improvement was driven by an increase of $16,908 in revenue and a $16,357 decrease in operating expenses. These changes reflect the impact of adopting the competitive publishing model throughout the portfolio and cost-savings initiatives including reductions in headcount, consulting spend and other operating costs.
Revenue
| Nine Months Ended September 30, | 2025 versus 2024 | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 106,587 | $ | 89,679 | $ | 16,908 | 18.9 | % | |||||||||||||||
| Cost of revenue | 50,556 | 53,035 | (2,479) | -4.7 | % | ||||||||||||||||||
| Gross profit | $ | 56,031 | $ | 36,644 | $ | 19,387 | 52.9 | % | |||||||||||||||
For the nine months ended September 30, 2025, we had gross profit of $56,031, as compared to $36,644 for the nine months ended September 30, 2024, an increase of $19,387. Gross profit percentage for the nine months ended September 30, 2025 was 52.6%, as compared to 40.9% for the nine months ended September 30, 2024.
The increase in gross profit was driven by an increase in digital advertising revenue due to the implementation of the competitive publishing model across the platform, an increase in publisher revenue due to expansion of our publisher revenue network and an increase in brand participation in our publisher revenue model, and an increase in performance marketing revenue due to growth of our affiliate partner network and expansion of the performance marketing model across the portfolio. The increase in gross profit percentage is attributable to the ability to scale costs under the variable cost structure associated with the competitive publishing model along with reductions in fixed cost, particularly internal cost of content. The combination of these factors resulted in improved efficiency and margin expansion.
The following table sets forth revenue from continuing operations by category:
45
| Nine Months Ended September 30, | 2025 versus 2024 | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Digital revenue: | |||||||||||||||||||||||
| Digital advertising | $ | 71,456 | $ | 66,535 | $ | 4,921 | 7.4 | % | |||||||||||||||
| Digital subscriptions | 4,642 | 5,510 | (868) | -15.8 | % | ||||||||||||||||||
| Publisher Revenue | 14,220 | 6,118 | 8,102 | 132.4 | % | ||||||||||||||||||
| Performance Marketing | 14,563 | 5,257 | 9,306 | 177.0 | % | ||||||||||||||||||
| Other digital revenue | 761 | 4,710 | (3,949) | -83.8 | % | ||||||||||||||||||
| Total digital revenue | 105,642 | 88,130 | 17,512 | 19.9 | % | ||||||||||||||||||
| Print revenue | 945 | 1,549 | (604) | -38.9 | % | ||||||||||||||||||
| Total revenue | $ | 106,587 | $ | 89,679 | $ | 16,908 | 18.9 | % | |||||||||||||||
For the nine months ended September 30, 2025, total revenue increased $16,908, or an 18.9% increase, to $106,587 from $89,679 for nine months ended September 30, 2024. There was a 19.9% increase in total digital revenue from $88,130 for the nine months ended September 30, 2024 to $105,642 for the nine months ended September 30, 2025.
The primary drivers of the increase include a $4,921 increase in digital advertising revenue due to adoption of the competitive publishing model across the portfolio, an increase in performance marketing revenue of $9,306 due to growth of our affiliate partner network and expansion of the performance marketing model across the portfolio and an increase in publisher revenue of $8,102 due to growth of our publisher revenue network and an increase in brand participation in our publisher revenue model across the portfolio. These increases were partially offset by a decrease in digital subscriptions of $868 due to a decline in subscribers, and a decrease in other digital revenue of $3,949 due to the impact of a licensing agreement that was recognized in the nine months ended September 30, 2024. The decrease in print revenue of $604 is due primarily to the shutdown of the Athlon Outdoor print operations.
The following table sets forth cost of revenue by category:
| Nine Months Ended September 30, | 2025 versus 2024 | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| External cost of content | $ | 17,664 | $ | 15,258 | $ | 2,406 | 15.8 | % | |||||||||||||||
| Internal cost of content | 18,053 | 19,583 | (1,530) | -7.8 | % | ||||||||||||||||||
| Technology costs | 11,121 | 12,768 | (1,647) | -12.9 | % | ||||||||||||||||||
| Printing, distribution and fulfillment costs | (134) | 642 | (776) | -120.8 | % | ||||||||||||||||||
| Amortization of developed technology and platform development | 3,828 | 4,530 | (702) | -15.5 | % | ||||||||||||||||||
| Other | 24 | 254 | (230) | -90.4 | % | ||||||||||||||||||
| Total cost of revenue | $ | 50,556 | $ | 53,035 | $ | (2,479) | -4.7 | % | |||||||||||||||
For the nine months ended September 30, 2025, we recognized cost of revenue of $50,556 as compared to $53,035 for the nine months ended September 30, 2024, representing a decrease of $2,479. Cost of revenue for the nine months ended September 30, 2025 was impacted by an increase in external cost of content of $2,406, which is directly correlated with the expansion of the competitive publishing model across the portfolio and the increase in digital advertising revenue. This change is offset by a $1,530 reduction in internal content costs following adoption of the competitive publishing model across the portfolio, a $1,647 decrease in technology cost resulting from cost rationalization and reduced outside spend, a $776 decline in printing, distribution and fulfillment costs due to the shutdown of Athlon Outdoor print operations, a $702 decrease in amortization of developed technology and platform development costs, and other cost reductions of $230.
Operating Expenses
Selling and Marketing
46
The following table sets forth selling and marketing expenses from continuing operations by category:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Selling and marketing | $ | 5,417 | $ | 8,315 | |||||||
| Selling and marketing as a percentage of revenues | 5 | % | 9 | % | |||||||
For the nine months ended September 30, 2025, we incurred selling and marketing expenses of $5,417 as compared to $8,315 for the nine months ended September 30, 2024. The decrease in selling and marketing expenses of $2,898 is primarily related to decreases in payroll and employee benefits costs of $2,416 due to a reduction in direct sales workforce. In addition, there were decreases in advertising costs of $437, circulation costs of $155, stock-based compensation of $85, and other selling and marketing expenses of $116; partially offset by an increase in professional marketing services of $311.
General and Administrative
The following table sets forth general and administrative expenses by category:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| General and administrative | $ | 14,696 | $ | 24,790 | |||||||
| General and administrative as a percentage of revenues | 14 | % | 28 | % | |||||||
For the nine months ended September 30, 2025, we incurred general and administrative expenses of $14,696 as compared to $24,790 for the nine months ended September 30, 2024. The $10,094 decrease in general and administrative expenses was primarily driven by a $4,468 reduction in payroll and related expenses as a result of headcount reductions, a $4,214 decline in professional services including accounting, legal and insurance, a $932 decrease in stock-based compensation, and a reduction in other general and administrative expenses of $480.
Segment Revenue
We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform. Additionally, certain expenses are not allocated to our segments because they represent centralized activities which cannot be accurately allocated.
The following table sets forth revenue by segment:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Segment revenue: | |||||||||||
| Sports and leisure | $ | 37,476 | $ | 36,246 | |||||||
| Finance | 30,418 | 18,964 | |||||||||
| Lifestyle | 30,002 | 22,214 | |||||||||
| Platform | 8,691 | 12,255 | |||||||||
| Total Revenue | $ | 106,587 | $ | 89,679 | |||||||
Sports & Leisure – increase of $1,230 primarily driven by a $4,301 increase in digital advertising revenue due to audience and traffic growth as a result of the shutdown of the Athlon Sports print operation and the transition of Men's Journal to the competitive publishing model, an increase of $4,124 in publisher revenue due to the expansion of our publisher network, and a $1,855 increase in performance marketing revenue due the expansion of our affiliate partner network, partially offset by a decrease of $8,046 related to the loss of Fan Nation associated with the Sports Illustrated media business.
47
Finance – increase of $11,454 primarily driven by a $7,017 increase in digital advertising revenue due to audience and traffic growth driven by the transition of TheStreet to the competitive publishing model and a $4,722 increase in performance marketing revenue due to the expansion of our affiliate partner network.
Lifestyle – increase of $7,788 primarily due to a $2,803 increase in performance marketing revenue due to the expansion of our affiliate commerce network, a $2,746 increase in publisher revenue due to the expansion of our publisher network, and a $2,452 increase in digital advertising revenue driven by traffic and audience growth as a result of the transition of Parade to the competitive publishing model.
Platform – decrease of $3,564 driven by a decrease in digital advertising as a result of the reduction in underperforming partner sites.
Segment Gross Profit
The following table sets forth segment gross profit:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Gross profit: | |||||||||||
| Sports and leisure | $ | 23,012 | $ | 17,161 | |||||||
| Finance | 20,114 | 12,195 | |||||||||
| Lifestyle | 18,125 | 14,324 | |||||||||
| Platform | 3,090 | 5,440 | |||||||||
| Segment gross profit | $ | 64,341 | $ | 49,120 | |||||||
Sports & Leisure – increase of $5,851 due to an increase in digital advertising revenue across our Athlon Sports and Men’s Journal brands as well as growth in publisher and performance marketing revenue partially offset by an increase in external cost of content due to the implementation of the competitive publishing model at Men's Journal as well as growth in high-margin performance marketing and publisher revenue streams.
Finance – increase of $7,919 is driven by an increase in digital advertising revenue as well as growth in publisher and performance marketing revenue partially offset by an increase in external cost of content due to the implementation of the competitive publishing model at TheStreet as well as growth in high-margin performance marketing revenue stream.
Lifestyle –increase of $3,801 driven by an increase in digital advertising revenue as well as growth in publisher and performance marketing revenue partially offset by an increase in external cost of content due to the implementation of the competitive publishing model at Parade as well as growth in high-margin performance marketing and publisher revenue streams.
Platform – decrease of $2,350 is driven by the reduction in underperforming partner sites.
The following table reconciles segment gross profit to gross profit:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Segment gross profit | $ | 64,341 | 49,120 | ||||||||
| Arena level activities | |||||||||||
| Internal cost of content | (906) | (2,224) | |||||||||
| Technology costs | (3,576) | (5,722) | |||||||||
| Amortization of developed technology and platform development | (3,828) | (4,530) | |||||||||
| Gross profit | $ | 56,031 | $ | 36,644 | |||||||
Other Expenses
48
The following table sets forth other expenses:
| Nine Months Ended September 30, | 2025 versus 2024 | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Change in fair value of contingent consideration | $ | — | $ | (313) | $ | 313 | -100.0 | % | |||||||||||||||
| Interest expense | (8,806) | (11,747) | 2,941 | -25.0 | % | ||||||||||||||||||
| Liquidated damages | (228) | (229) | 1 | -0.4 | % | ||||||||||||||||||
| Total other expense | $ | (9,034) | $ | (12,289) | $ | 3,255 | -26.5 | % | |||||||||||||||
Change in Fair Value of Contingent Consideration – The change in fair value of contingent consideration for the nine months ended September 30, 2024 of $313, represents the change in fair value of the put option on our common stock in connection with the acquisition of Fexy Studios, where we issued 274,692 shares of our common stock that was subject to a put option under certain conditions (as further described in Note 8, Fair Value, in our accompanying condensed consolidated financial statements).
Interest Expense – We incurred interest expense, net of $8,806 for the nine months ended September 30, 2025, as compared to $11,747 for the nine months ended September 30, 2024. The decrease in interest expense of $2,941 resulted from lower amortization of debt issuance costs and lower interest charges attributable to a reduced debt balance following repayment of the Simplify Loan in 2025.
Liquidated Damages – We recorded liquidated damages of $228 for the nine months ended September 30, 2025, as compared to $229 for the nine months ended September 30, 2024.
Income Taxes – We recorded a provision for income taxes of $961 for the nine months ended September 30, 2025, as compared to $116 for the nine months ended September 30, 2024. The increase in our provision for income tax of $845 was primarily related to our expected annual effective tax rate increase as a result of improved operating results.
Use of Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) loss on sale of assets; (ix) employee retention credit, (x) employee restructuring payments; and (xi) professional and vendor fees. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measure as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:
● | does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us; | |||||||
● | does not reflect income tax provision or benefit, which is a noncash income or expense; | |||||||
● | does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements; | |||||||
● | does not reflect stock-based compensation and, therefore, does not include all of our compensation costs; | |||||||
● | does not reflect the change in valuation of contingent consideration, and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock; | |||||||
● | does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to); | |||||||
● | does not reflect any losses from the impairment of assets, which is a noncash operating expense; | |||||||
49
● | does not reflect any losses from the sale of assets, which is a noncash operating expense | |||||||
● | does not reflect the employee retention credits recorded by us for payroll related tax credits under the CARES Act; | |||||||
● | does not reflect payments related to employee severance and employee restructuring changes for our former executives; | |||||||
● | does not reflect the professional and vendor fees incurred by us for services provided by consultants, accountants, lawyers, and other vendors, which services were related to certain types of events that are not reflective of our business operations; and | |||||||
● | may not reflect proper non direct cost allocations. | |||||||
The following table presents a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure, for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Net income (loss) | $ | 6,865 | $ | 3,956 | $ | 119,524 | $ | (107,589) | |||||||||||||||||||||
| (Income) loss from discontinued operations | — | 822 | (96,250) | 92,709 | |||||||||||||||||||||||||
| Income (loss) from continuing operations | 6,865 | 4,778 | 23,274 | (14,880) | |||||||||||||||||||||||||
| Add: | |||||||||||||||||||||||||||||
| Interest expense (net) (1) | 2,857 | 3,159 | 8,806 | 11,747 | |||||||||||||||||||||||||
| Income taxes | (304) | 40 | 961 | 116 | |||||||||||||||||||||||||
| Depreciation and amortization (2) | 2,321 | 2,379 | 6,476 | 7,335 | |||||||||||||||||||||||||
| Stock-based compensation (3) | 86 | 732 | 417 | 2,144 | |||||||||||||||||||||||||
| Change in valuation of contingent consideration (4) | — | — | — | 313 | |||||||||||||||||||||||||
| Liquidated damages (5) | 77 | 77 | 228 | 229 | |||||||||||||||||||||||||
| Loss on impairment of assets (6) | — | — | — | 1,198 | |||||||||||||||||||||||||
| Employee restructuring payments (7) | — | (8) | 1,139 | 5,776 | |||||||||||||||||||||||||
| Adjusted EBITDA | $ | 11,902 | $ | 11,157 | $ | 41,301 | $ | 13,978 | |||||||||||||||||||||
(1) | Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $32 and $30 for amortization of debt discounts for the three months ended September 30, 2025 and 2024 respectively, as presented in our condensed consolidated statements of cash flows, which are noncash items. Interest expense includes $95 and $626 for amortization of debt discounts for the nine months ended September 30, 2025 and 2024 respectively. | |||||||
(2) | Depreciation and amortization related to our developed technology and our Platform is included within cost of revenues of $1,444 and $1,474 for the three months ended September 30, 2025 and 2024, respectively, and depreciation and amortization is included within operating expenses of $877 and $905 for the three months ended September 30, 2025 and 2024, respectively. Depreciation and amortization related to our developed technology and our Platform is included within cost of revenues of $3,828 and $4,530 for the nine months ended September 30, 2025 and 2024, respectively, and depreciation and amortization is included within operating expenses of $2,648 and $2,805 for the nine months ended months ended September 30, 2025 and 2024, respectively. We believe (i) the amount of depreciation and amortization expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods. | |||||||
50
(3) | Stock-based compensation represents noncash costs arise from the grant of stock-based awards to employees, consultants and directors. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future. | |||||||
(4) | Change in fair value of contingent consideration represents the change in the put option on our common stock in connection with the Fexy Studios acquisition. | |||||||
(5) | Liquidated damages (or interest expense related to accrued liquidated damages) represents amounts we owe to certain of our investors in private placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming current in our reporting obligations, which we were not able to timely meet. | |||||||
(6) | Loss on impairment of assets represents certain assets that are no longer useful. | |||||||
(7) | Employee restructuring payments represents severance payments to employees under employer restructuring arrangements and payments for the three and nine months ended September 30, 2025 and 2024, respectively. | |||||||
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. In preparing the condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity, revenue, expenses, and related disclosures. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.
Except as described in Note 1, Summary of Significant Accounting Policies, of the notes to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed with the SEC on April 15, 2025.
Recently Issued Accounting Standards Updates
Note 1, Summary of Significant Accounting Policies, in our accompanying condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q includes Recently Issued Accounting Standards updates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its
51
principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2025 in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms due to the material weaknesses described below.
Material Weaknesses in Internal Control over Financial Reporting and Remediation Plan
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
In connection with the preparation of our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed with the SEC on April 15, 2025, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024 because we did not adequately identify and assess certain risks of material misstatement in a timely manner as we did not have the properly trained resources in place to perform the risk assessment and then implement and execute appropriate controls.
We identified the following material weaknesses:
(i) | Our finance and accounting policies, including those governing revenue recognition, expense recognition, and balance sheet valuation principles and methodologies, have not been fully documented; and | ||||||||||
(ii) | We did not maintain a sufficient system of internal controls to validate data provided by certain third party service providers including: | ||||||||||
i. | A third party providing print subscription management services; | ||||||||||
ii. | A third party advertising partner; and | ||||||||||
iii. | A third party providing ad serving services. | ||||||||||
These material weaknesses have not been remediated as of the date of filing of this Quarterly Report. We have initiated the following remedial measures to address these material weaknesses and will continue to evaluate and adjust remediation actions as needed to ensure the remedial measures remain appropriate and are sustainable:
(i) | Hire resources to help develop a comprehensive set of finance and accounting policies to document revenue recognition, expense recognition, and balance sheet valuation principles and methodologies as well as enhance our risk assessment processes and internal control capabilities; | |||||||
(ii) | Obtain, review, and map a System and Organization Controls – SOC 1 Type 2 report from third party service providers for the effectiveness of controls relevant to any third party data relied upon in accounting and financial reporting for any third parties noted above which continue to support the business; | |||||||
(iii) | Review all information provided by third parties directly and through third party portals to ensure specific reports upon which we rely are covered by third party or end user controls within each SOC 1 Type 2 report; and | |||||||
(iv) | Implement additional controls to require documented review of any amendments to third party agreements by finance and accounting personnel to ensure appropriate accounting treatment. | |||||||
We believe that the actions listed above will provide appropriate remediation of the material weaknesses. Due to the nature of the remediation process and the need for sufficient time after implementation to evaluate and test the design and effectiveness of the controls, no assurance can be given as to the timing for completion of remediation. The material
52
weaknesses will be fully remediated when we conclude that the controls have been operating for sufficient time and independently validated by management.
We believe that, notwithstanding the material weaknesses mentioned above, the unaudited condensed consolidated financial statements contained in this Quarterly Report present fairly, in all material respects, the condensed consolidated balance sheets, statements of operations and comprehensive loss, stockholders’ deficiency, and cash flows of the Company and its subsidiaries in conformity with U.S. generally accepted accounting principles as of the dates and for the periods stated therein.
Changes in Internal Control over Financial Reporting
Except as described above under “Material Weakness in Internal Control over Financial Reporting and Remediation Plan,” there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
53
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be subject to claims and litigation arising in the ordinary course of business. Except as described in Note 18, Commitments and Contingencies of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we are not currently subject to any pending or threatened legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition, results of operations or cash flows.
ITEM 1A. RISK FACTORS
There are numerous factors that affect our business and operating results, many of which are beyond our control. The following risk factors supplement and, to the extent inconsistent, supersede, the risk factors described in Part I, “Item IA. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025 (the “2024 10-K”). The risk factors included herein as well as the risk factors described in the 2024 Form 10-K should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with SEC in connection with evaluating us, our business and the forward-looking statements contained in this Quarterly Report on Form 10-Q. Additional risks and uncertainties not known to us at present, or that we currently deem immaterial, may affect us. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition and results of operations.
We cannot guarantee that we will repurchase shares of our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value. Repurchases of shares of our common stock could also increase the volatility of the price of our common stock and could diminish our cash reserves.
On July 31, 2025, we announced a share repurchase program under which we may repurchase up to 3 million shares of our common stock over the next 12 months. The timing and amount of repurchases of shares of our common stock, if any, will depend upon several factors, such as the market price of the common stock, corporate requirements, general market economic conditions and applicable legal requirements. We are not obligated to repurchase any specific number or amount of shares of common stock pursuant to the program, and we may suspend, modify or terminate the program at any time. Repurchases of shares of our common stock pursuant to the program could affect the price of shares of our common stock and increase its volatility. The existence of the program could cause the price of shares of our common stock to be higher than it would be in the absence of such a program and, if shares are repurchased in the program, it will reduce the market liquidity for our shares of common stock. Additionally, the program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities. There can be no assurance that any share repurchases will enhance long-term shareholder value, and the market price of our shares of common stock may decline below the levels at which we repurchased shares of our common stock.
If Internet search engines’ algorithms and methodologies are modified, traffic to our content could be reduced and our ability to attract and retain our audiences could be adversely impacted.
Our search engine optimization capability in connection with audience acquisition efforts substantially depends on various internet search engines, such as Google, to direct a significant amount of traffic to the content published on the Platform. Algorithms are used by these search engines to determine search result listings and the order of such listings displayed in response to specific searches. Search engines frequently revise their algorithms in an attempt to optimize their search result listings. We believe that recent algorithm changes adversely affected traffic and revenue performance during the current quarter and similar changes could impact future periods. Future algorithm changes by Google or any other search engines could cause content published on the Platform to receive less favorable placements, which could reduce the number of readers who view this content and impact our ability to effectively serve digital advertisements to our audience. If we are unable to respond effectively to changes made by search engine providers to their algorithms and other processes, this could have a material adverse effect on our revenues and operating results.
The Simplify loan and our Renew term debt mature in December 2026, and failure to refinance this debt may adversely affect our liquidity and operations.
The Simplify loan, which provides for borrowings of up to $50 million, matures on December 1, 2026, and our Renew term debt matures on December 31, 2026. While we have reported net income for the past four quarters and currently maintain a cash balance of approximately $15 million, our ability to meet ongoing liquidity needs and support future growth is dependent, in part, on our access to external financing. We intend to refinance or replace the Simplify loan and our Renew term debt prior to their due dates; however, there can be no assurance that we will be able to do so on terms that
54
are acceptable to us, or at all, and our cash flow may not be sufficient to allow us to pay principal and interest on this debt and meet our other obligations. If we cannot generate or obtain needed funds, we might be forced to make substantial reductions in our operating and capital expenses or pursue restructuring plans, which could adversely affect our business operations and ability to execute our current business strategy. In addition, if a default occurs as a result, the lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. In addition, if repayment of our indebtedness is accelerated as a result of such default, we cannot assure you that we would have sufficient assets or access to credit to repay such indebtedness.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Company Repurchases of Equity Securities
During the three months ended September 30, 2025, the Company did not repurchase any shares of its common stock under its previously announced share repurchase program. As of September 30, 2025, a total of 3,000,000 shares remained available for repurchase under the program. The following table sets forth certain information with respect to repurchases of our common shares during the three months ended September 30, 2025:
Period | Total number of shares (or units) purchased (1) | Average price paid per share (2) | Total number of shares purchased as part of publicly announced plans or programs (3) | Maximum number of shares that may yet be purchased under the plans or programs (3) | |||||||||||||
Jul 1- Jul 31, 2025 | 0 | — | 0 | 3,000,000 | |||||||||||||
Aug 1- Aug 31, 2025 | 2,026 | $5.9 | 0 | 3,000,000 | |||||||||||||
Sep 1- Sep 30, 2025 | 0 | — | 0 | 3,000,000 | |||||||||||||
Total | 2,026 | $5.9 | 0 | 3,000,000 | |||||||||||||
(1) This amount includes 2,026 common shares acquired at a cost of $12,000 to satisfy employee income tax withholding associated with the vesting of restricted common stock.
(2) Average price paid per share includes broker commissions, if any.
(3) On July 31, 2025, we announced a share repurchase program under which we may repurchase up to 3 million shares of our common stock through July 31, 2026, from time to time through open-market transactions, privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans, subject to market conditions, share price, and other factors. The program may be suspended, modified, or terminated at any time. The share repurchase program will be funded through operating cash flow. As of September 30, 2025, no shares have been repurchased under this program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
55
ITEM 6. EXHIBITS
The following documents are filed as part of this Quarterly Report:
| Exhibit Number | Description of Document | |||||||
| 2.1 | ||||||||
| 2.2 | ||||||||
| 2.3 | ||||||||
| 2.4 | ||||||||
| 2.5 | ||||||||
| 2.6 | ||||||||
| 2.7 | ||||||||
| 2.8 | ||||||||
| 2.9 | ||||||||
| 2.10 | ||||||||
| 2.11 | ||||||||
| 2.12 | ||||||||
| 2.13 | ||||||||
56
| 2.14 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 3.5 | ||||||||
| 3.6 | ||||||||
| 3.7 | ||||||||
| 3.8 | ||||||||
| 3.9 | ||||||||
| 3.10 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
| 4.10 | ||||||||
57
| 4.18 | ||||||||
| 4.19 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
32.1* | ||||||||
32.2* | ||||||||
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
*Filed herewith.
#This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
58
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| The Arena Group Holdings, Inc. | ||||||||
Date: November 13, 2025 | By: | /s/ PAUL EDMONDSON | ||||||
| Paul Edmondson | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Date: November 13, 2025 | By: | /s/ GEOFFREY WAIT | ||||||
| Geoffrey Wait | ||||||||
| Principal Financial Officer | ||||||||
59
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul Edmondson, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Arena Group Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 13, 2025 | /s/ Paul Edmondson | ||||
| Paul Edmondson | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Geoffrey Wait, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Arena Group Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 13, 2025 | /s/ Geoffrey Wait | ||||
| Geoffrey Wait | |||||
| Principal Financial Officer | |||||
Exhibit 32.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Paul Edmondson, the Chief Executive Officer of The Arena Group Holdings, Inc. (the “Company”) hereby certify, that, to my knowledge:
1.The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 13, 2025 | /s/ Paul Edmondson | ||||
| Paul Edmondson | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 32.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Geoffrey Wait, the Principal Financial Officer of The Arena Group Holdings, Inc. (the “Company”), hereby certify, that, to my knowledge:
1.The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 13, 2025 | /s/ Geoffrey Wait | ||||
| Geoffrey Wait | |||||
| Principal Financial Officer | |||||