# Paradium.AI, Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [Paradium.AI, Inc.](/companies/paai.md) (CIK 894871)
- Form: 10-Q
- Filed: 2025-11-13
- Accepted by EDGAR: Nov 13, 2025, 16:05 ET
- Period: 2025-09-30
- Accession: 0001628280-25-052003
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/894871/000162828025052003/aren-20250930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/894871/000162828025052003/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $29.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $106.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-07-01 to 2025-09-30 | $14.8m | us-gaap:CostOfRevenue |
| Cost of revenue | 9 months, 2025-01-01 to 2025-09-30 | $50.6m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-07-01 to 2025-09-30 | $14.9m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-01-01 to 2025-09-30 | $56.0m | us-gaap:GrossProfit |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | $9.5m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | $33.3m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-07-01 to 2025-09-30 | $2.8m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2025-01-01 to 2025-09-30 | $8.7m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | −$304.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | $961.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | $6.9m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | $119.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.14 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | $2.51 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.14 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | $2.52 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 47,695,194 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 47,578,619 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | $26.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $0 | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-09-30 | $12.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $44.6m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $121.4m | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $17.8m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $131.6m | us-gaap:Liabilities |
| Long-term debt | at 2025-09-30 | $110.5m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2025-09-30 | −$10.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 52,624 characters.

*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 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

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 | 2024 | 2025 versus 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 | 2024 | 2025 versus 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:

| Digital revenue: | Three Months Ended September 30, 2025 | 2024 | 2025 versus 2024 $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| 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 | 2024 | 2025 versus 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:

|  | 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:

| Segment revenue: | Three months ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| 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:

| Gross profit: | Three Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| 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 | 2024 | 2025 versus 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.

### Nine Months Ended September 30, 2025 and 2024

|  | Nine Months Ended September 30, 2025 | 2024 | 2025 versus 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 | 2024 | 2025 versus 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:

| Digital revenue: | Nine Months Ended September 30, 2025 | 2024 | 2025 versus 2024 $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| 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 | 2024 | 2025 versus 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

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:

| Segment revenue: | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| 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.

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:

| Gross profit: | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| 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

The following table sets forth other expenses:

|  | Nine Months Ended September 30, 2025 | 2024 | 2025 versus 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;

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- 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, 2025 | 2024 | Nine Months Ended September 30, 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.

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(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.

## Controls and procedures

As filed, 8,179 characters.

### 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 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 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.

## Risk factors

As filed, 5,796 characters.

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 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.

Filed Nov 13, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-052003. Last ingested by Listed: Oct 24, 2026, 14:59 ET. No prices; not investment advice.