Paradium.AI, Inc.: Form 10-Q for the period ended Mar 31, 2026

The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2026 and 2025 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, 2025 included in the Annual Report on Form 10-K filed with the SEC on March 16, 2026. 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 in the Middle East 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, 2025 filed with the SEC on March 16, 2026 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 months ended March 31, 2026, our RPM was $18.54 compared to $22.21 for the same period in 2025. This decrease primarily reflects the impact of company-initiated technical experiments intended to drive audience growth that, in some cases, reduced monetization and softness in the broader digital advertising market. For the three months ended March 31, 2026, monthly average page views were 206,228,655 compared to 327,510,084 for the same period in 2025. This decrease reflects a reduction in organic traffic resulting from shifts in referral patterns following third-party search engine algorithm updates made during 2025. Though these changes had an adverse impact to first quarter results, the results of the aforementioned technical experimentation are expected to stabilize audience and maximize yield over the remainder of the year. To further mitigate the impact of these items, management is actively executing targeted yield-enhancement initiatives while optimizing site architecture and premium content, including accelerating AI integration for yield optimization. These ongoing strategic efforts focused on technical infrastructure and audience engagement are intended to align with evolving search authority best practices, strengthen domain visibility, and support long-term traffic and monetization growth.

All dollar figures presented below are in thousands unless otherwise stated.

Liquidity and Capital Resources

Liquidity and Going Concern

The Simplify loan, which provides for borrowings of up to $25 million, matures on December 1, 2027, and our Renew term debt matures on December 31, 2027. While we continue to report positive cash flow from operations and currently maintain a cash balance of approximately $11 million, our ability to meet ongoing liquidity needs and support future growth is dependent, in part, on our access to external financing. 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.

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. Management has evaluated the Company's ability to continue as a going concern and, based on our current financial condition and operating plans, believes we have sufficient liquidity to meet our obligations for at least the next twelve months from the date of this report. Therefore, management concludes that there is no substantial doubt about our ability to continue as a going concern.

For the three months ended March 31, 2026, we had a loss from continuing operations of $2,658 and as of March 31, 2026, had cash and cash equivalents on hand of $11,230 and working capital of $17,016. We reported consecutive profitable results in all quarters of 2025. Although we are reporting a net loss for the three months ended March 31, 2026, we expect to be profitable for the remainder of the year.

Cash and Working Capital Facility

As of March 31, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $11,230 and accounts receivable, net of allowance for credit losses, of $18,149. In addition, as of March 31, 2026, we had $25,000 available for additional use under our working capital loan with Simplify. As of March 31, 2026, 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 $12,055.

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 March 31, 2026, related to other material contractual obligations.

Discontinued Operations

On March 18, 2024, we 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. Income (loss) from our discontinued operations, net of tax, was $0 and $23 for the three months ended March 31, 2026 and 2025, respectively.

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. The remaining assets and liabilities of the SI Business were disposed of.

Working Capital

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital surplus as of March 31, 2026 and December 31, 2025 is as follows:

As of March 31, 2026, we had working capital of $17,016, consisting of $32,504 in total current assets and $15,488 in total current liabilities as compared to working capital of $18,627 as of December 31, 2025. As of December 31, 2025, our working capital surplus consisted of $35,630 in total current assets and $17,003 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 three months ended March 31, 2026 and 2025 consisted of the following:

For the three months ended March 31, 2026, net cash provided by operating activities was $1,961, consisting primarily of $23,808 of cash received from customers, partially offset by $19,405 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $2,442 of cash paid for interest. For the three months ended March 31, 2025, net cash used in operating activities was $3,662, consisting primarily of $30,272 of cash received from customers, offset by $23,637 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, and professional services.

For the three months ended March 31, 2026, net cash used in investing activities was $1,069, consisting of $769 related to capitalized costs for our Platform and $300 related to purchase of intangible assets. For the three months ended March 31, 2025, net cash used in investing activities consisted of $1,618 for capitalized costs for our Platform.

For the three months ended March 31, 2026, there was no net cash used in financing activities. For the three months ended March 31, 2025, net cash used in financing activities was $3,504, consisting of (i) $4 for tax payments relating to the withholding of shares of common stock for certain employees, and (ii) $3,500 for repayments of the Simplify Loan.

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 March 31, 2026, no shares have been repurchased under this program.

Results of Operations

Three Months Ended March 31, 2026 and 2025

The following table sets forth revenue, cost of revenue, gross profit, income (loss) from operations, and net income (loss):

For the three months ended March 31, 2026, loss from continuing operations was $2,658, as compared to income from continuing operations of $3,997 in the prior period. The decline in profitability was primarily attributable to an $11,409 decrease in revenue, largely attributable to lower digital advertising revenue driven by changes in both traffic and monetization between periods. Additionally, profitability was impacted by over $1 million in elevated severance charges and professional fees which were incurred in connection with specific legal and restructuring actions taken during the three months ended March 31, 2026.

Revenue

The following table sets forth revenue, cost of revenue, and gross profit:

For the three months ended March 31, 2026, we generated gross profit of $7,081, as compared to $15,669 for the three months ended March 31, 2025, a decrease of $8,588. Gross margin for the three months ended March 31, 2026 was 34.7%, compared to 49.3% for the three months ended March 31, 2025.

Total revenue for the period decreased, primarily due to a reduction in digital advertising revenue. This decline was driven by changes in referral traffic patterns between periods, Company-initiated technical experiments intended to drive audience growth that, in some cases, reduced monetization, and changes in the broader digital advertising market resulting from the aforementioned traffic volatility. Though the Company-initiated technical experiments had an adverse impact on first quarter revenue, the changes made as a result of this testing are expected to stabilize audience and maximize yield over the remainder of the year.

Cost of revenue decreased by 18% as a result of reduced internal cost of content enabled by our variable cost structure under the entrepreneurial publishing model. Despite this reduction, gross margin contracted reflecting the integration and growth of our ShopHQ e-commerce business which operates at lower gross margin than our advertising business due to higher cost of products sold. Additionally, the impact of fixed cost associated with freelancers and technology contributed to the gross margin change.

The following table sets forth revenue by category:

For the three months ended March 31, 2026, total revenue decreased $11,409, or a 35.9% decrease, to $20,406 from $31,815 for the three months ended March 31, 2025. There was a 36.3% decrease in total digital revenue from $31,608 for the three months ended March 31, 2025 to $20,145 for the three months ended March 31, 2026.

The $10,456 decrease in digital advertising revenue was driven by changes in referral traffic patterns between periods and a decline in overall monetization yield between quarters. The reduction in traffic resulted from algorithmic updates made during the second half of 2025 that impacted search rankings across the industry and resulted in lower traffic. The reduction in yield resulted from company-initiated technical experiments intended to drive audience growth that, in some cases, reduced monetization and changes in the broader digital advertising market resulting from the aforementioned traffic volatility.

Performance marketing revenue decreased by $2,280 reflecting the impact of the change in referral traffic patterns between periods and changes to commission structures at affiliate partners.

To mitigate the impact of search-related volatility, we continue to refine our content and distribution strategies. These efforts contributed to an increase of $1,167 in publisher revenue, attributable to the continued expansion of our publisher network. The $960 increase in other digital revenue was primarily attributable to our October 2025 acquisition of ShopHQ, which broadened our commercial reach by adding drop-ship e-commerce operations, interactive social selling capabilities, and accelerated first-party data collection efforts which are expected to yield audience and customer insights that can be used to improve yields throughout our business.

Cost of Revenue

The following table sets forth cost of revenue by category:

For the three months ended March 31, 2026, we recognized cost of revenue of $13,325 as compared to $16,146 for the three months ended March 31, 2025, a decrease of $2,821. This decrease was primarily attributable to lower internal cost of content, which declined in line with reduced digital advertising revenue and reflected the flexibility of our variable cost structure under the entrepreneurial publishing model. Decreases in external cost of content and technology costs result from structural operational changes between periods. These savings were partially offset by higher other cost of revenue driven by the ramp-up of our ShopHQ e-commerce business which carries higher product related costs.

Operating Expenses

Selling and Marketing

The following table sets forth selling and marketing expenses from continuing operations by category:

For the three months ended March 31, 2026, we incurred selling and marketing expenses of $1,851 as compared to $2,134 for the three months ended March 31, 2025. The decrease of $283 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:

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General and administrative expenses totaled $4,641 for the three months ended March 31, 2026 compared to $5,283 for the three months ended March 31, 2025, a decrease of $642. The decrease was primarily driven by lower professional fees following the resolution of certain legal matters.

Segment Revenue

We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform & Other. 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:

Sports & Leisure – the decrease of $6,237 was primarily driven by lower digital advertising revenue, reflecting company-wide declines in organic traffic volume and monetization rates.

Finance – the decrease of $2,882 was attributable to a decline in performance marketing revenue reflecting the impact of the change in referral traffic patterns between periods and changes to commission structures at affiliate partners, a reduction in digital advertising revenue, reflecting Company-wide declines in organic traffic volume and monetization rates, and a reduction in digital subscription decrease in digital subscription revenue as we transition our portfolio toward more efficient, ad-supported monetization channels.

Lifestyle – the decrease of $1,370 was primarily driven by lower digital advertising revenue, reflecting Company-wide declines in organic traffic volume and monetization rates.

Platform & Other – the decrease of $920 was primarily driven by a reduction in underperforming partner sites.

Segment Gross Profit

The following table sets forth segment gross profit:

The $8,150 decrease in total segment gross profit across all categories was primarily driven by the aforementioned reductions in digital advertising revenue resulting from compounded traffic volume headwinds and lower monetization rates, which collectively outpaced the variable cost savings realized from our strategic transition to an entrepreneurial publishing model.

The following table reconciles segment gross profit to gross profit:

Other Expenses

The following table sets forth other expenses:

Interest Expense – We incurred interest expense of $2,421 for the three months ended March 31, 2026 compared to $3,004 for three months ended March 31, 2025. The $583 decrease in interest expense reflects lower interest charges following repayment of the Simplify Loan throughout 2025 and the $13,000 curtailment payment applied to the Company’s term debt in December 2025 pursuant to Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement.

Liquidated Damages – We recorded liquidated damages of $75 for the three months ended March 31, 2026, as compared to $75 for the three months ended March 31, 2025.

Income Taxes – We recorded an income tax benefit of $142 for the three months ended March 31, 2026, as compared an income tax provision of $286 for the three months ended March 31, 2025. Our effective tax rate is significantly affected by the valuation allowance recorded against deferred tax assets. Although we incurred a pretax loss for the first quarter of 2026 and remain in a cumulative loss position, management expects profitability in subsequent quarters and cumulative pretax income for the full year based on current forecasts.

If we achieve sustained profitability consistent with these expectations, management may conclude that it is more likely than not that additional deferred tax assets will be realized, which could result in a reduction of the valuation allowance in a future period. Any such reduction would result in a non‑cash income tax benefit and could materially impact our effective tax rate and results of operations.

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;
• 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:

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(1) Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $14 and $31 for amortization of debt discounts for the three months ended March 31, 2026 and 2025 respectively, as presented in our condensed consolidated statements of cash flows, which are noncash items. Investors should note that interest expense will recur in future periods.

(2) Depreciation and amortization related to our developed technology and our Platform is included within cost of revenues of $1,050 and $1,276 for the three months ended March 31, 2026 and 2025, respectively, and depreciation and amortization is included within operating expenses of $893 and $890 for the three months ended March 31, 2026 and 2025, 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.

(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) 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.

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, 2025 that was filed with the SEC on March 16, 2026.

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.

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 March 31, 2026 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 weakness described below.

Material Weakness 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, 2025 that was filed with the SEC on March 16, 2026, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to the following material weakness which we previously reported and continues to exist: we did not design and maintain effective controls over the completeness and accuracy of information received from a third-party programmatic advertising services provider used in recording certain advertising revenues.

This material weakness has not been remediated as of the date of filing of this Quarterly Report. We intend to expand and formalize documentation around the review and oversight procedures performed to validate data provided by the third party providing ad serving services, provide training to relevant personnel on the enhanced documentation requirements, and, as necessary, implement additional controls to independently verify completeness and accuracy of third party data used in financial reporting to address this material weakness. We will continue to evaluate and adjust remediation actions as needed to ensure the remedial measures remain appropriate and sustainable.

We believe that the actions listed above will provide appropriate remediation of the material weakness. 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 weakness 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 weakness 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 March 31, 2026 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.

There are numerous factors that affect our business and operating results, many of which are beyond our control. There have been no material changes in 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, 2025 filed with the SEC on March 16, 2026 (the “2025 Form 10-K”). The risk factors described in the 2025 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.