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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-12471

THE ARENA GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~68-0232575~~	68-0232575
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification No.)~~	(I.R.S. Employer Identification No.)
200 Vesey Street 24th Floor New York, New York	10281
200 Vesey Street24th FloorNew York, New York		10281
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

(212) 321-5002

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

AREN

NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐o No ☒x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐o No ☒x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒x No ☐o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐o Accelerated filer ☐x Non-accelerated filer ☒o Smaller reporting company ☒x Emerging growth company ☐o

If emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐o or No ☒

As of June 28 30, ~~2024~~2025, which was the last business day of the registrant’s most recently completed second fiscal quarter for fiscal ~~2024~~ 2025, the aggregate market value of the common stock held by non-affiliates was $981,~~882~~343,~~347~~120. This calculation is based upon the closing price of the common stock of $06.7720 per share on that date, as reported by the NYSE American.

As of ~~April 7~~March 16, ~~2025~~2026, the Registrant had 47,~~560~~602,~~952~~790 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its ~~2025~~2026 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement shall not be deemed to be filed as part hereof.

Table of Contents

Form 10-K

Table of Contents

		~~Page~~		Page
Part I.		4		5
Item 1.	~~Business~~	4	Business	5
Item 1A.	~~Risk Factors~~	11	Risk Factors	10
Item 1B.	~~Unresolved Staff Comments~~	25	Unresolved Staff Comments	23
Item 1C.	~~Cybersecurity~~	25	Cybersecurity	23
Item 2.	~~Properties~~	26	Properties	24
Item 3.	~~Legal Proceedings~~	26	Legal Proceedings	24
Item 4.	~~Mine Safety Disclosure~~	27	Mine Safety Disclosure	24
Part II.		27		24
Item 5.	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	27	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	~~[Reserved]~~	28	[Reserved]	25
Item 7.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	28	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A.	~~Quantitative and Qualitative Disclosures About Market Risk~~	41	Quantitative and Qualitative Disclosures About Market Risk	38
Item 8.	~~Financial Statements and Supplementary Data~~	41	Financial Statements and Supplementary Data	38
Item 9.	~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure~~	41	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	39
Item 9A.	~~Controls and Procedures~~	41	Controls and Procedures	39
Item 9B.	~~Other Information~~	43	Other Information	41
Item 9C.	~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections~~	43	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	41
Part III.		43		41
Item 10.	~~Directors, Executive Officers and Corporate Governance~~	43	Directors, Executive Officers and Corporate Governance	41
Item 11.	~~Executive Compensation~~	43	Executive Compensation	41
Item 12.	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~	43	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	41
Item 13.	~~Certain Relationships and Related Transactions, and Director Independence~~	43	Certain Relationships and Related Transactions, and Director Independence	41
Item 14.	~~Principal Accountant Fees and Services~~	43	Principal Accountant Fees and Services	41
Part IV.		43		42
Item 15.	~~Exhibits and Financial Statement Schedules~~	43	Exhibits and Financial Statement Schedules	42
Item 16.	~~Form 10-K Summary~~	52	Form 10-K Summary	51
	~~Signatures~~	53	Signatures	52
	~~Index to Consolidated Financial Statements~~	~~F-1~~	Index to Consolidated Financial Statements	F-1

Table of Contents

Cautionary Statement Regarding Forward-Looking Information

Certain statements and information in this Annual Report on Form 10-K may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Other statements contained in this Annual Report on Form 10-K that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other comparable terminology.

Forward-looking statements in this Annual Report on Form 10-K, for example, statements about:

● •our ability to achieve and maintain profitability in the future; ● our ability to maintain an effective system of internal control over financial reporting; ● the success of strategic relationships with third parties; ● our ability to recruit and retain qualified personnel; ● our ability to manage our growth effectively, including through strategic acquisitions; ● our ability to attract, develop, and retain capable Publisher Partners (as described below) and Expert Contributors (as described below); ● our ability to attract new advertisers and to persuade existing advertisers to continue to advertise on the Platform (as described below); ● our ability to grow market share in our existing markets or any new markets we may enter; ● our ability to attract, engage, and retain audiences; ● protecting and monetizing our intellectual property; ● maintaining and growing revenue streams; ● retaining and growing trust in our brand and journalism given recent advances in Generative Artificial Intelligence; ● our ability to continue to satisfy NYSE American listing rules; ● our estimates of the sufficiency of our existing capital resources combined with future anticipated cash flows to finance our operating requirements; and ● other factors detailed under the section entitled “Risk Factors.”

•our ability to maintain an effective system of internal control over financial reporting;

•the success of strategic relationships with third parties;

•our ability to recruit and retain qualified personnel;

•our ability to manage our growth effectively, including through strategic acquisitions;

•our ability to attract, develop, and retain capable Publisher Partners (as described below) and Expert Contributors (as described below);

•our ability to attract new advertisers and to persuade existing advertisers to continue to advertise on the Platform (as described below);

•our ability to grow market share in our existing markets or any new markets we may enter;

•our ability to attract, engage, and retain audiences;

•protecting and monetizing our intellectual property;

•maintaining and growing revenue streams;

•retaining and growing trust in our brand and journalism given recent advances in Generative Artificial Intelligence;

•our ability to continue to satisfy NYSE American listing rules;

•our estimates of the sufficiency of our existing capital resources combined with future anticipated cash flows to finance our operating requirements; and

•other factors detailed under the section entitled “Risk Factors.”

We caution investors that any forward-looking statements presented in this Annual Report on Form 10-K, or that we may make orally or in writing from time to time, are based on the beliefs of, assumptions made by, and information currently available to, us. Such statements are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends.

Certain risks are discussed in this Annual Report on Form 10-K and also from time to time in our other filings with the U.S. Securities and Exchange Commission (the “SEC” or “Commission”).

This Annual Report on Form 10-K and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Annual Report on Form 10-K.

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Part I

Item 1. Business

The Arena Group Holdings, Inc. (~~the~~ “~~Company,” “~~Arena Group,” “we,” ~~“our,”~~ or “usour”), is a ~~media~~brand, ~~company~~data ~~that~~and ~~leverages~~IP ~~technology~~company tothat ~~build~~builds, ~~deep~~acquires, ~~content verticals powered by anchor brands~~ and ascales ~~best~~high-~~in-class~~performing digital ~~media platform~~assets. ~~(the~~We ~~“Platform”)~~combine ~~empowering publishers who impact~~technology, ~~inform~~storytelling, ~~educate,~~ and ~~entertain.~~entrepreneurship ~~Our strategy is~~ to ~~focus~~create ondeep ~~key subject~~content ~~matter~~ verticals ~~where~~that ~~audiences~~engage ~~are~~ passionate ~~about~~audiences aacross ~~topic category (e.g.,~~ sports & leisure, lifestyle, and finance) where we can leverage the strength of our core brands to grow our audience and increase monetization both within our core brands as well as for our media publisher partners (each, a “Publisher Partner”). Our focus is on leveraging our Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of our users, our advertiser clients, and our greater than 20 owned and operated properties as well as properties we run on behalf of independent Publisher Partners. We own and operate Athlon Sports, TheStreet, The Spun, Parade, Men’s Journal, HubPages, Men’s Fitness, Autoblog, and Adventure Network, and also power more than 150 independent Publisher Partners.

~~Each Publisher~~We ~~Partner~~utilize ~~joins~~a ~~the~~proprietary ~~Platform~~entrepreneurial bypublishing ~~invitation~~model ~~only~~designed ~~with~~to ~~the~~scale ~~objective~~digital ofcontent ~~improving~~with ~~our~~high ~~position~~efficiency inand ~~key~~minimal ~~verticals~~capital ~~while~~intensity. ~~optimizing the~~Central ~~performance~~to ofthis ~~the~~strategy ~~Publisher~~is ~~Partner. Publisher Partners incur~~ the ~~costs~~alignment ~~in content creation on their respective channels and receive a share~~ of ~~the~~editorial ~~revenue~~incentives ~~associated~~ with ~~their~~audience ~~content~~engagement. ~~Because~~Our ofentrepreneurial ~~the~~publishing ~~state-of-the-art~~framework ~~technology~~replaces ~~and~~traditional ~~large~~fixed ~~scale~~labor ofcosts ~~the~~with ~~Platform~~a ~~and our expertise in search engine optimization~~performance-based, ~~social~~variable ~~media,~~cost adstructure ~~monetization~~where ~~and~~individual ~~subscription~~creators ~~marketing,~~contributing ~~Publisher~~content ~~Partners~~to ~~continually benefit from~~ our ~~ongoing~~owned ~~technological advances~~ and ~~audience~~operated ~~development~~sites ~~expertise.~~("Expert ~~While~~Contributors") ~~the~~earn Publisher Partners benefit from these critical performance improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management costs. Additionally, we believe the lead brands within our verticals create a ~~halo~~share ~~benefit for all Publisher Partners while each~~ of ~~them adds~~revenue togenerated ~~the~~by ~~breadth~~their ~~and~~specific ~~quality of content~~channels.

~~Of the~~Our ~~more~~platform ~~than~~empowers ~~150~~creators ~~Publisher~~and ~~Partners,~~entrepreneurs ato ~~majority~~build ofthriving ~~them~~digital ~~publish~~businesses ~~content~~leveraging ~~which aligns with one of~~ our ~~four verticals (sports & leisure~~infrastructure, ~~finance,~~ ~~lifestyle~~audience ~~and~~development ~~platform)~~expertise, and ~~oversee~~monetization anengine ~~online~~to ~~community~~accelerate ~~for~~growth. ~~their~~Through ~~respective sites, leveraging~~ our ~~Platform,~~portfolio ~~monetization~~of ~~operation, distribution~~owned ~~channels~~ and ~~data~~operated ~~and~~brands, ~~analytics~~including ~~offerings~~TheStreet, ~~and~~Parade, ~~benefiting~~Men’s ~~from~~Journal, ~~our~~Athlon ~~ability~~Sports, ~~to engage~~ the ~~collective~~Adventure ~~audiences~~Network ~~within~~(which aincludes ~~single network.~~Surfer, ~~Generally~~Powder, ~~Publisher~~and ~~Partners~~Bike ~~are~~among ~~independently~~other ~~owned~~brands), ~~strategic~~and ~~partners~~others, ~~who~~we ~~receive~~deliver atrusted ~~share of revenue from the interaction with their~~ content. ~~Audiences expand~~ and ~~advertising~~meaningful ~~revenue~~experiences ~~may improve due~~ to ~~the~~millions ~~scale~~of weusers ~~have~~each ~~achieved by combining all Publisher Partners into a single platform and a large and experienced sales organization~~month. ~~They also benefit from our membership marketing and management systems, which we believe will enhance their revenue.~~

~~The Platform~~Our model blends the agility of entrepreneurship with the scale of a media network, driving growth for our partners, advertisers, and audiences alike.

We developed the Platform, a proprietary online publishing platform that provides our owned and operated media businesses, Publisher Partners (who are third parties producing and publishing content on their own domains), and individual creators contributing content to our owned and operated sites (“Expert Contributors”), the ability to produce and manage editorially focused content through tools and services provided by us. We have also developed proprietary advertising technology, techniques and relationships that allow us, our Publisher Partners, and our Expert Contributors to monetize editorially focused online content through various display and video advertisements and tools and services for driving a subscription or membership based business and other monetization services (the “Monetization Solutions” and, together with the Platform, the “Platform Services”). Our Platform offers audiences bespoke content with optimized design and page construction.

The Platform comprises state-of-the-art publishing tools, video platforms, social distribution channels, newsletter technology, machine learning content recommendations, notifications, and other technology that deliver a complete set of features to drive a digital media business in an entirely cloud-based suite of services. Our software engineering and product development teams are experienced at delivering these services at scale. We continue to develop the Platform software by combining proprietary code with components from the open-source community, plus select commercial services as well as identifying, acquiring, and integrating other platform technologies where we see unique long-term benefits to us.

The Platform Services include:

● Content management, machine learning driven content recommendations, traffic redistribution, hosting and bandwidth; ● Video publishing, hosting, and player solution via an integrated set of third party providers; ● Dashboards for our Publisher Partners as well as integration with leading analytics services like Google Analytics; ● User account management; ● User account migration to our Platform, including emails and membership data; ● Technical support team to support our Publisher Partners and staff (if applicable) on the Platform; ● Advertising serving, trafficking/insertion orders, yield management, reporting and collection; ● Various integrations to enable the syndication of content (e.g., Apple News, Facebook Instant Articles, Google AMP, Google news and RSS feeds); and ● Other features, as they may be added to the Platform from time to time.

Our Verticals and Growth Strategy

Our business model is to grow the audience across our verticals while striving to diversify revenue and drive gross profit through traditional media brands as well as new digital-first brands. We believe our vertical model allows us ~~and our Publisher Partners~~ to leverage audience growth, technological efficiencies and cost savings across all of our brands.

Our ~~primary~~ ~~areas of~~ growth are expected to include expanding our audience within existing verticals, acquiring publishers that have premium branded content and can broaden the reach and impact of the Platform, and adding independent Publisher Partners. To support our growth strategy, ~~specific~~focuses initiatives include (i) expanding audience reach and impact within our verticals by boosting content production and enhancing audience engagement, (ii) improving revenue yield of existing content through technology-enabled monetization strategies and expanding syndication of the content on ~~our Platform by re-publishing~~ the ~~content~~following on third party websites, (iii) acquiring or partnering with strong brands that can provide our audience tailored content and domain authority within existing verticals or in new verticals which we can develop, (iv) forming key strategic partnerships with like-minded partners of high-quality content, (v) partnering with entrepreneurial publishers to drive local content at variable cost tied to performance, and (vi) continuing to identify and partner with new Publisher Partners on our network to expand our content offerings and add scale to the ecosystem. pillars:

~~Our growth~~Platform ~~strategy~~Scalability isand toOperational ~~continue~~Excellence ~~adding~~- ~~new~~we ~~Publisher~~provide ~~Partners~~a inunified ~~key~~technological ~~verticals~~infrastructure that ~~management~~allows ~~believes~~both ~~will~~owned-and-operated ~~expand~~brands ~~the~~and ~~scale~~independent ofthird ~~unique users~~parties ~~interacting~~producing onand ~~the~~publishing ~~Platform.~~content Inon ~~each~~their ~~vertical,~~own wedomains ~~seek~~("Publisher Partners") to ~~build~~scale ~~around~~efficiently. ~~leading~~By ~~brands,~~centralizing ~~such~~back-end asoperations, ~~Athlon~~including ~~Sports~~content ormanagement, ~~The~~third-party ~~Spun~~search ~~(for~~engine ~~sports)~~optimization, ~~TheStreet~~ ~~(for finance)~~ and ~~Parade~~data ~~and Men’s Journal (for lifestyle)~~analytics, ~~surround~~we ~~them~~reduce ~~with~~overhead ~~subcategory~~and ~~specialists,~~allow ~~and~~editorial ~~further~~teams ~~enhance coverage~~to ~~with~~focus ~~individual~~on ~~Expert~~high-impact ~~Contributors~~content production.

~~Sports &~~Strategic ~~Leisure~~Audience ~~Vertical~~Expansion - Inwe ~~2019,~~aim weto ~~launched~~grow our ~~Sport~~reach &by ~~Leisure~~deepening ~~Vertical~~engagement ~~which~~within ~~currently~~our ~~includes~~existing ~~Athlon~~core ~~Sports,~~verticals ~~The~~while ~~Spun, Men’s~~selectively ~~Fitness,~~entering ~~and~~new ~~Adventure~~high-value ~~Network~~categories.

~~We acquired~~Modernized ~~Athlon~~Monetization ~~Sports~~and asDistribution ~~part of the Parade acquisition in April 2022. It had been a print~~-~~only~~ ~~property~~to ~~publishing~~maximize ~~newsstand magazines covering~~ the ~~various~~value ~~drafts and both professional and collegiate sports. We leveraged its expertise and appeal online as part~~ of our ~~sports~~ ~~vertical~~audience, ~~and~~we ~~today~~are itfocused ison adiversifying ~~key~~revenue ~~component of our digital sports presence following substantial growth during 2024.~~streams:

~~The Spun,~~•Yield ~~founded~~Optimization: inUtilizing ~~September~~proprietary ~~2012,~~technology ~~and~~to ~~acquired~~enhance byprogrammatic usrevenue inand ~~June~~first-party ~~2021,~~data ~~is an online independent sports publication that brings readers the most interesting athletic stories of the day~~collection. ~~The Spun focuses on the social media aspect of the industry.~~

~~Men’s Fitness~~•Multi-Channel isSyndication: anExpanding ~~iconic fitness brand which was relaunched during 2024 with a mission to be~~ the ~~definitive~~reach ~~source~~of ~~for~~our ~~men~~content ~~who~~through ~~want~~third-party toplatforms ~~live stronger, healthier lives. The new site contains health~~ and ~~fitness~~strategic ~~news,~~syndication ~~training~~networks ~~routines,~~to ~~nutrition~~capture ~~expertise,~~off-platform ~~gear reviews and more~~audiences.

•E-commerce and Social Selling: Aggressively expanding our commerce capabilities to capture direct consumer spend. This includes:

•Affiliate Revenue: Integrating contextually relevant product recommendations across our vertical sites to generate high-margin referral fees.

•Digital Commerce Integration: Leveraging our 2025 acquisition of the ShopHQ brand and its extensive first-party customer data to bridge the gap between media and marketplace. By transitioning ShopHQ to a digital-first, dropship-focused model, we utilize creator-led "live selling" and social commerce to monetize our audience's intent in real-time.

~~Adventure Network~~Table ~~includes~~of ~~several brands which were acquired in December 2022 including Surfer, Powder, Bike, SKATEboarding, Snowboarder and NewSchoolers.~~Contents

~~Finance Vertical –~~ Our ~~Finance~~business ~~Vertical~~is ~~currently~~organized ~~includes~~into ~~TheStreet~~the ~~and~~following ~~Autoblog.~~verticals:

~~TheStreet is~~Sports a& ~~leading~~Leisure ~~financial~~Vertical ~~news~~- ~~and~~our ~~information~~Sports ~~provider~~& toLeisure ~~investors~~vertical ~~and~~is ~~institutions~~anchored ~~worldwide~~by ~~and~~iconic ~~produces~~legacy ~~business~~brands ~~news~~ and ~~market~~high-velocity ~~analysis for~~digital ~~individual~~properties ~~investors.~~that ~~TheStreet~~capture ~~has~~the afull ~~strong~~spectrum ~~editorial~~of ~~tradition,~~fan ~~a subscription platform,~~ and ~~valuable~~enthusiast ~~membership base to us, and benefits from our mobile-friendly Content Management System, social, video, and monetization technology~~interests.

~~Autoblog was~~•Anchor ~~acquired~~Brands: inAthlon ~~September 2024 and subsequently relaunched. Autoblog is a leading automotive website with over 20 years of history. Autoblog has a history of delivering insightful reviews~~Sports, ~~breaking~~The ~~news~~Spun, and ~~unique~~Lindy’s ~~commerce~~Sports, ~~deals~~which towas ~~its~~acquired ~~readers~~in 2025.

~~Lifestyle Vertical~~•Enthusiast –Brands: ~~Our~~Men’s ~~Lifestyle~~Journal, ~~Vertical~~Men’s ~~currently~~Fitness, and Adventure Network, which includes ~~Parade~~specialized titles such as Surfer, ~~Men’s~~Powder, ~~Journal~~Bike, TransWorld SKATEboarding, and ~~HubPages~~Snowboarder.

~~Parade, a~~Finance ~~premium-branded~~Vertical ~~company,~~– ~~was~~our ~~acquired~~Finance invertical ~~April~~delivers ~~2022~~high-intent ~~and helped to expand our digital~~ audience ~~reach.~~segments ~~Parade~~through ~~has~~its abusiness ~~legacy~~news ofcoverage, ~~providing premium~~market ~~entertainment~~data and ~~lifestyle~~analysis, ~~content to readers~~ and ~~has~~investigative ~~become the anchor of our lifestyle vertical~~journalism.

~~Men’s Journal~~•Anchor ~~was~~Brand: ~~acquired in December 2022~~TheStreet. ~~Men’s Journal provides content to foster the aspirational spirit of its readers through coverage of gear, travel, health and fitness, food and drink, style, grooming and entertainment.~~

~~HubPages enhances~~•Enthusiast ~~the~~Brand: ~~user’s~~Autoblog, ~~experience~~which bywas ~~including~~acquired ~~content from individual creators~~ in ~~the~~2025 ~~HubPages network of premium content channels that are owned~~ and ~~operated~~provides bycomprehensive ~~Arena.~~coverage ~~These channels, such as PetHelpful, dengarden~~ and ~~Fashionista,~~consumer ~~act~~tools ~~as an open community~~ for ~~writers, explorers,~~the ~~knowledge~~automotive ~~seekers, and conversation starters to connect in an interactive and informative online space~~market.

~~Platform~~ Lifestyle Vertical – our Lifestyle vertical leverages widespread brand recognition to drive daily engagement across a broad range of consumer interests through entertainment and lifestyle content.

~~Our Platform~~•Anchor ~~Vertical~~Brand: ~~includes websites which are published by our Publisher Partners while leveraging our Platform and technology~~Parade. Publisher Partners use the Platform Services to produce, manage, host and monetize their content in accordance with the terms and conditions of partner agreements between each of our Publisher Partners and us (the “Partner Agreements”). Our Publisher Partners incur the costs with respect to creating their content; thus, not requiring capital investment by us. Pursuant to the Partner Agreements, we and our Publisher Partners split revenue generated from the Platform Services used in connection with the Publisher Partner’s content based on certain criteria. Criteria include whether the revenue was from digital advertising sales, was generated by our Publisher Partner or us, was generated in connection with a subscription or a membership, was generated from syndicating or third party licensing, or was derived from affiliate links.

~~Subject to~~•Enthusiast ~~the~~Brands: ~~terms and conditions of each Partner Agreement and in exchange for the Platform Services~~PetHelpful, ~~our~~Parade ~~Publisher Partners grant us~~Pets, ~~for so long as our Publisher Partner’s assets are hosted on the Platform~~TravelHost, ~~(i) the right to use~~DenGarden, ~~host, store, cache, reproduce, publish, publicly display, distribute, transmit, modify, adapt~~ and ~~create~~Parade ~~derivative~~Home ~~works~~& of the content provided by the Publisher Partner to provide, maintain and improve the Platform Services; (ii) use, publicly display, distribute and transmit the name, logo, and trademarks of the Publisher Partner to identify them as users of the Platform Services; (iii) exclusive control of adsGarden.txt with respect to our Publisher Partner’s domains; and (iv) the exclusive right to include our Publisher Partner’s website domains and related URLs in a consolidated listing assembled by third party measurement companies such as comScore, Nielsen or other similar measuring services selected by us. As such, the Platform serves as the primary digital media and social platform with respect to each of our Publisher Partners’ website domains during the applicable term of each Partner Agreement.

6Platform & Other Vertical - in addition to the owned-and-operated brands included in the verticals above, we empower an ecosystem of Publisher Partners. These independent websites leverage our proprietary platform and technology suite and monetization tools.

Corporate History

We were originally incorporated in Delaware as Integrated Surgical Systems, Inc. (“Integrated”) in 1990. On October 11, 2016, Integrated and TheMaven Network, Inc. (“Maven Network”) entered into a share exchange agreement (the “Share Exchange Agreement”), whereby the stockholders of Maven Network agreed to exchange all of the then-issued and outstanding shares of common stock of Maven Network for shares of common stock of Integrated. On November 4, 2016, the parties consummated a recapitalization pursuant to the Share Exchange Agreement and, as a result, Maven Network became a wholly owned subsidiary of Integrated. Integrated changed its name to theMaven, Inc. on December 2, 2016.

On September 20, 2021, we rebranded to “The Arena Group.” Effective on February 8, 2022, we changed our legal name to The Arena Group Holdings, Inc. in conjunction with filing a Certificate of Amendment and Certificate of Corrections with the State of Delaware. On February 9, 2022, our common stock began trading on the NYSE American under the trading symbol “AREN”.

Intellectual Property

We use proprietary technology to operate our business, and our success depends, in part, on our ability to protect our technology and intellectual property. We rely on a combination of patent, copyright, trademark and trade secret laws, as well as contractual restrictions, to establish and protect our intellectual property. We maintain a policy requiring our employees, contractors, consultants and other third parties to enter into confidentiality and proprietary rights agreements to control access to our proprietary information. These laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.

As of December 31, ~~2024~~2025, we had seven issued patents in the United States, all expiring by 2033.

As of December 31, ~~2024~~2025, we also owned approximately 1,300 U.S. copyright registrations and had unregistered copyrights in our software documentation, software code, marketing materials, and website content that we developed, and owned over 1,200 registered domain names. As of December 31, 2024, we also owned approximately 118 U.S. trademark registrations, 32 pending U.S. trademark applications, and 90 issued foreign trademark registrations and 18 pending foreign trademark applications in over 30 countries, and a number of unregistered marks that we use in the United States and other countries to promote our brands.

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owned over 1,300 registered domain names. As of December 31, 2025, we also owned approximately 160 U.S. trademark registrations, 1 pending U.S. trademark applications, and 93 issued foreign trademark registrations and 10 pending foreign trademark applications in over 30 countries, and a number of unregistered marks that we use in the United States and other countries to promote our brands.

Our registered trademarks are all subject to maintenance or renewal at various times through 2034.

We will continue to file updated trademark applications in the United States and abroad to reflect our branding evolution and to continue strengthening our trademark portfolio as financial resources permit. From time to time, we also expect to file additional patents and copyrights.

~~Our~~ Publisher Partners and Licensing

We developed the Platform, a proprietary online publishing platform that provides our owned and operated media businesses and Publisher Partners the ability to produce and manage editorially focused content through tools and services provided by us. We have also developed proprietary advertising technology, techniques and relationships that allow us, our Publisher Partners, and our Expert Contributors to monetize editorially focused online content through various display and video advertisements and tools and services for driving a subscription or membership based business and other monetization services (the “Monetization Solutions” and, together with the Platform, the “Platform Services”). Our Platform offers audiences bespoke content with optimized design and page construction.

In connection with our Partner Agreements and any other applicable agreements between us and our Publisher Partners, (i) we and our affiliates own and retain (a) all right, title, and interest in and to the Platform, other Monetization Solutions and data collected by us, and (b) we and our licensors’ trademarks and branding and all software and technology we use to provide and operate the Platform and Monetization Solutions, and (ii) each Publisher Partner owns and retains (a) all right, title, and interest in and to the Publisher Partner’s assets, content, and data collected by Publisher Partner and (b) each Publisher Partner’s trademarks and branding.

Human Capital Resources

Our total number of employees as of December 31, ~~2024~~2025 was ~~198~~164, of which ~~190~~159 were full-time employees and 85 were part-time employees. As of ~~December~~ December 31, ~~2024~~2025, no employees are represented by a union.

Corporate Culture

We like to say that The Arena Group is where the action is - where passion drives each of us. The things we love are what keep us coming back to read, watch and experience the best in sports, finance, and entertainment – brought to you by the iconic brands you admire most. We are building out the pathways to passion – your ticket to continuous excitement.

We are working to build and sustain a company culture that enables our employees to show up as their best, whole selves; to communicate, collaborate, and innovate with their colleagues, no matter where they are located; and to learn, grow, and belong.

Seasonality

We experience seasonality in our business as a result of typical seasonal spending trends in the advertising industry due to consumer behavior and market activity throughout the year. These seasonal trends are driven by calendar or commercial events that happen annually including holidays, weather, school terms, sports seasons and major sporting events. Seasonality can be viewed between our fiscal quarters. The first quarter of the calendar year is notably our most challenging quarter for revenue performance. During this quarter, advertisers are planning their budgets and current year spend and consumer spending declines after the holidays. As a result, Revenue per Page View (“RPM”) is typically lowest during the first quarter. During the second quarter of the calendar year, we typically see advertisers starting to spend their budgets more actively, which results in RPMs starting to recover. Summer is traditionally a quiet season, as people spend more time outdoors and less time online resulting in lower revenue in the third quarter. Advertisers usually readjust their budgets during this time and devise new strategies for the remainder of the year. Naturally, we see the highest dip in July, after which RPMs gradually start to increase. The fourth quarter of the calendar year isoften represents our ~~most~~strongest ~~profitable~~period ~~season.~~as ~~Advertising~~advertising demand typically peaks in ~~the fourth quarter as advertisers tend to concentrate their budgets~~ during the holiday season. This trend is magnified by professional sports and college football ~~seasons,~~calendars ~~which~~as ~~account~~related coverage accounts for a significant portion of our advertising revenue during that period of the year. Other sporting events such as the Super Bowl, the Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased traffic at the time of these respective events.

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year. Other sporting events such as the Super Bowl, the Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased traffic at the time of these respective events.

Competition

~~Currently, we~~The ~~believe~~digital ~~that there are many competitors delivering~~ media ~~content~~landscape inis ~~the~~highly ~~verticals~~fragmented, ~~that~~with wecompetition ~~serve~~for onaudience ~~the~~attention ~~web~~ and onadvertising ~~mobile~~spend ~~devices~~originating ~~and an~~from ~~even~~both ~~broader~~niche ~~array~~content ofcreators ~~general media companies~~ and ~~major~~global ~~media~~technology ~~brands that compete for the attention of users overall and the advertisers who desire to reach them~~platforms. We ~~have~~compete ~~developed~~primarily aon ~~playbook that leverages~~ our ~~Platform~~ability to ~~optimize~~aggregate ~~the~~high-intent ~~performance~~audiences ofwithin ~~both~~specialized ~~our~~verticals ~~owned~~ and ~~operated~~ ~~and~~provide ~~our~~them ~~Publisher~~with ~~Partners’ properties. The playbook is a set of processes~~premium, ~~procedures~~authoritative ~~and tactics that help improve the consumer experience, develop a greater organic audience reach, apply data management and artificial intelligence tools, optimize monetization and leverage~~ content ~~through syndication, and improve distribution~~. The iconic brands leading each of our verticals, such as Athlon Sports, Parade, and TheStreet, leverage this playbook to deliver a highly engaging and effective experience for our users, advertisers and subscribers.

~~The Internet~~To ~~allows~~differentiate ~~theoretically~~our ~~unlimited~~platform, ~~market~~we ~~access~~deploy ~~for niche or general media companies resulting in~~ a ~~large~~disciplined ~~number~~suite ~~and variety~~ of ~~participants~~ ~~competing directly for audiences~~processes, addata-driven ~~spend and membership revenues. The general business of online media~~tactics, ~~combined with some level or method of leveraging community, attracts many potential entrants,~~ and inAI-enabled ~~the~~tools ~~future,~~designed ~~there may be strong competitors that will compete with us in general or in selected markets. These and other companies may be better financed and be able~~ to ~~develop~~optimize ~~their markets~~the ~~more~~lifecycle ~~quickly and penetrate those markets more effectively. The following is a list~~ of ~~possible~~digital ~~competitors and their respective categories:~~content.

●We ~~Vice,~~categorize ~~Buzzfeed,~~our ~~Business~~competition ~~Insider,~~across etdigital-first ~~al.,~~publishers ~~producers~~and ofenthusiast ~~niche~~networks ~~content,~~that ~~leveraging~~compete ~~social~~for ~~media,~~endemic ~~mobile,~~advertising dollars and ~~video~~specific toaudience ~~compete~~interests ~~for~~in ~~ad dollars; ● Fortune~~sports, ~~CNN~~finance, ~~ESPN,~~and ~~Yahoo!~~lifestyle, ~~Google,~~as etwell ~~al.,~~as ~~major~~large-scale ~~media~~entities ~~companies~~ and ~~producers~~search ofengines ~~general~~that ~~content~~command ~~which~~broad ~~also~~market ~~compete~~share ~~for~~of adglobal ~~dollars;~~advertising ●budgets ~~WordPress,~~and ~~Medium,~~general ~~RebelMouse,~~consumer ~~Arc,~~attention. ~~content~~The ~~management~~following ~~software~~is ~~providers,~~a ~~open~~list toof ~~all~~possible ~~including~~competitors ~~experts~~ and ~~professionals,~~their ~~which~~respective ~~compete for publishers;~~categories:

8•Vice, Buzzfeed, Business Insider, et al., producers of niche content, leveraging social media, mobile, and video to compete for ad dollars;

●•Fortune, ~~Leaf Group Ltd. and Future PLC~~CNN, ~~which compete for partners and ad dollars; ● YouTube~~ESPN, ~~Twitter~~Yahoo!, ~~Facebook~~Google, ~~Reddit~~et al., ~~social~~major media ~~platforms~~companies ~~open~~and toproducers ~~all~~of ~~creators~~general ~~and~~content which also compete for ad dollars ~~and publishers~~; ~~and ● Affiliate networks such as Liberty Alliance, which compete for ad dollars.~~

~~In addition~~•WordPress, weMedium, ~~view~~RebelMouse, ~~Nexstar Media Group~~Arc, ~~Inc.~~content ~~and~~management ~~Ziff~~software ~~Davis~~providers, asopen ~~peer~~to ~~companies~~all ~~for~~including ~~purposes~~experts ofand ~~performance~~professionals, ~~comparisons~~which ~~even~~compete ~~though~~for ~~we do not consider them direct competitors.~~publishers;

~~We believe~~•Leaf ~~that~~Group ~~our~~Ltd. ~~technology,~~and ~~our~~Future ~~substantial scale in traffic~~PLC, ~~the~~which ~~ease of use of our Platform, our well-known lead media brands, and the continuing development and evolution of our Platform provides us with a basis to~~ compete ~~effectively~~ for ~~market~~partners ~~share~~and ~~in terms of~~ ad ~~spend and membership revenue.~~dollars;

•YouTube, X (formerly known as Twitter), Facebook, Reddit, social media platforms open to all creators and which also compete for ad dollars and publishers; and

•Affiliate networks such as Liberty Alliance, which compete for ad dollars.

In addition, we view diversified digital holding companies such as People Inc. and Ziff Davis as peer companies for purposes of performance comparisons even though we do not consider them direct competitors.

We believe our competitive position is fortified by our unified technology stack, our proprietary audience data, and the proven scalability of our platform model.

Government Regulations

Our operations are subject to many United States federal and state laws and regulations that involve data privacy, data protection, rights of publicity, content regulation, intellectual property, or other subjects. The application and interpretation of these laws and regulations often are uncertain and the impact of regulatory changes cannot be predicted with certainty.

Several government authorities, both in the United States and abroad are increasing their focus on privacy issues and the use of personal information. All U.S. states have enacted some form of data security legislation and there are several federal laws governing data privacy. A growing number of U.S. states have enacted laws regarding the collection, use and disclosure of personal information such as the California Consumer Privacy Act of 2018 (the “CCPA”), which was amended by the California Privacy Rights Act (the “CPRA”) which went into effect January 1, 2020. As more states consider or enact laws about information security, companies may be required to adopt written information security policies consistent with state laws.

~~At the~~The ~~U.S. federal the~~ Federal Trade Commission (“FTC”) and state attorneys general have oversight of business operations concerning the use of personal information and breaches of the privacy laws and may examine privacy policies to ensure that a company discloses all material practices and fully complies with representations in the policies regarding the use of personal information and the failure to do so could give rise to penalties under state or federal unfair competition or consumer protection laws.

We review our privacy policies and overall operations on a regular basis to ensure compliance with applicable United States federal and state laws, and to the extent applicable, any foreign laws. We launched a CCPA compliance program in January 2020, and have expedited it to cover CPRA as well. On an annual basis we review the program and adjust our privacy notice and compliance program practices to account for our evolving practices and the CCPA/CPRA regulations, which were first promulgated in July 2020 and continue to be subject to ongoing rulemaking. There are conflicting interpretations of adopted law in the digital media industry, and given the lack of guidance to date on many of these issues, our compliance posture on some issues might not be accepted by the State of California.

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which were first promulgated in July 2020 and continue to be subject to ongoing rulemaking. There are conflicting interpretations of adopted law in the digital media industry, and given the lack of guidance to date on many of these issues, our compliance posture on some issues might not be accepted by the State of California.

In addition to the laws of the United States, we may be subject to foreign laws regulating web sites and online services that in some jurisdictions are stricter than the laws in the United States. For example, the General Data Protection Regulation (the “GDPR”) includes operational requirements for companies that receive or process personal data of residents of the European Union (“EU”). Some EU countries are considering or have passed legislation implementing additional data protection requirements that could increase the cost and complexity of delivering our services. The GDPR also includes certain requirements regarding notification of data processing obligations or security incidents to appropriate data protection authorities. How the GDPR will be fully applied to online services, including cookies and digital advertising, is still being determined through ongoing rulemaking and evolving interpretation by applicable authorities. On June 16, 2020, the Court of Justice of the European Union (“CJEU”), declared the E.U.-U.S. Privacy Shield framework (“Privacy Shield”) to be invalid. As a result, Privacy Shield is no longer a valid mechanism for transferring personal data from the European Economic Area to the United States. We are addressing this issue, for instance, by including standard contractual clauses as part of our Data Processing Agreements; however, it is uncertain whether the standard contractual clauses will also be invalidated by the European courts or legislature. GDPR also conveys a private right of action to lodge complaints with supervisory authorities to seek judicial remedies and obtain compensation for damages for violations of the GDPR. GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our consolidated annual worldwide gross revenue).

Social networking websites are also under increasing scrutiny. Legislation has been introduced on the state and federal level that could regulate social networking websites. Any such regulation would likely be an impediment to our business.

The FTC regularly considers issues relating to online behavioral advertising (a/k/a interest-based advertising), which is a significant revenue source for us, and Congress and state legislatures are frequently asked to regulate this type of advertising, including requiring consumers to provide express consent for tracking purposes, so that advertisers may know their interests and are, therefore, able to serve them more relevant, targeted ads. Targeted ads generate higher per impression fees than non-targeted ads. New laws, or new interpretations of existing laws, could potentially place restrictions on our ability to utilize our database and other marketing data (e.g., from third parties) on our own behalf and on behalf of our advertising clients, which may adversely affect our business.

Legislation concerning the above-described online activities could affect our ability to make our websites available in certain countries as future legislation is made effective. It is possible that state and foreign governments might also attempt to regulate our transmissions of content on our website or prosecute us for violations of their laws. United States law offers limited safe harbors and immunities to publishers for certain liability arising out of user-posted content, but other countries do not. Further, legislative proposals in the United States and internationally could impose new obligations in areas affecting our business, such as liability for copyright infringement by third parties and liability for defamation or other claims arising out of user-posted content. Our business could be negatively impacted if applicable laws subject us to greater regulation or risk of liability.

Our business could also be adversely affected if regulatory enforcement authorities, such as the California Attorney General or EU/EEA data protection authorities, take issue with any of our approaches to compliance, or if new laws, regulations or decisions regarding the collection, storage, transmission, use or disclosure of personal information are implemented in such ways that impose new or additional technological requirements on us, limit our ability to collect, transmit, store and use or disclose the information, or if government authorities or private parties challenge our data privacy or security practices that result in liability to, or restrictions on us, or we experience a significant data or information breach which would require public disclosure under existing notification laws and for which we may be liable for damages or penalties.

Furthermore, governments of applicable jurisdictions might attempt to regulate our transmissions or levy sales or other taxes relating to our activities even though we do not have a physical presence or operate in those jurisdictions. As our platforms, products and advertising activities are available over the Internet anywhere in the world, multiple jurisdictions may claim that we are required to qualify to do business as a foreign corporation in each of those jurisdictions and pay various taxes in those jurisdictions. We address state and local jurisdictions where we believe we have nexus, however, there can be no assurance that we have complied with all jurisdictions that may assert that we owe taxes.

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Currently, we carry cybersecurity and business interruption coverage to mitigate certain potential losses, but this insurance is limited in amount and may not be sufficient in type or amount to cover us against claims related to a cybersecurity breach and related business and system disruptions. We cannot be certain that such potential losses will not exceed our policy limits, insurance will continue to be available to us on economically reasonable terms, or at all, or any insurer will not deny coverage as to any future claim. In addition, we may be subject to changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements.

Available Information

We file our annual, periodic and current reports, and other required information, electronically with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information that we file with the SEC electronically. We also make available on our website at www.thearenagroup.net, free of charge, copies of these reports and other information as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We use our website, blog, press releases, public conference calls and public webcasts as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. The contents of the websites referred to above are not incorporated into this filing.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. Listed below is a summary of the principal risks that could adversely affect our business, operations and financial results. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. There are numerous factors that affect our business, operations and financial results, many of which are beyond our control. The risks described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. If any of the following risks actually occur, our business, financial condition, results of operations, cash flows, or our ability to pay our debts and other liabilities could suffer. As a result, the trading price and liquidity of our securities could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking ~~Statements~~Information.” All dollar figures are presented in thousands unless otherwise stated.

RISKS RELATED TO OUR BUSINESS

If we fail to retain current users or add new users, or if our users decrease their level of engagement with the Platform, our business would be seriously harmed.

The success of our business and our ability to attract and retain advertisers heavily depends on the size of our user base and the level of engagement of our users. Several factors could negatively affect user retention, growth, and engagement, including if:

● •our users increasingly engage with competing platforms instead of the Platform; ● we fail to introduce new and exciting products and services, or such products and services do not achieve a high level of market acceptance; ● we fail to accurately anticipate user needs, or we fail to innovate and develop new software and products that meet these needs; ● we fail to price our products competitively; ● we do not provide a compelling user experience because of the decisions we make regarding the type and frequency of advertisements that we display; ● we are unable to combat spam, bugs, malwares, viruses, hacking, or other hostile or inappropriate usage of our products or the Platform (as defined below); ● there are changes in user sentiment about the quality or usefulness of our existing products in the short-term, long-term, or both; ● there are increased user concerns related to privacy and information sharing, safety, or security on the Platform; ● there are adverse changes in our products or services that are mandated by legislation, regulatory authorities, or legal proceedings; ● technical or other problems frustrate the user experience, particularly if those problems prevent us from delivering our products in a fast and reliable manner;

11•we fail to introduce new and exciting products and services, or such products and services do not achieve a high level of market acceptance;

● •we, ~~our~~fail ~~Publisher~~to ~~Partners,~~accurately oranticipate ~~other~~user ~~companies in our industry are the subject of adverse media reports or other negative publicity~~needs, ~~some of which may be inaccurate~~ or ~~include confidential information that~~ we ~~are~~fail ~~unable~~ to ~~correct~~innovate orand ~~retract;~~develop ornew ●software weand ~~fail~~products tothat ~~maintain~~meet ~~our~~these ~~brand image or our reputation is damaged.~~needs;

~~Our license~~•we ~~agreement~~fail to ~~operate~~price ~~the Sports Illustrated media business was terminated by the licensor, which may materially harm~~ our ~~business, operating~~products ~~results and financial condition.~~competitively;

~~As described~~•we indo ~~Note~~not ~~25,~~provide ~~Commitments~~a ~~and~~compelling ~~Contingencies,~~user toexperience ~~our~~because ~~accompanying consolidated financial statements under Item 8~~ of ~~this~~ ~~Annual~~the ~~Report,~~decisions ~~ABG-SI, LLC (“ABG”) has alleged that~~ we ~~failed to~~ make aregarding ~~quarterly payment due to ABG pursuant to~~ the ~~Licensing~~type ~~Agreement, dated June 14, 2019, with ABG (“Licensing Agreement”) of approximately $3.8 million,~~ and ~~on January~~frequency ~~18, 2024, ABG notified us~~ of ~~the~~advertisements ~~termination of the Licensing Agreement, effective immediately, in accordance with its rights under the Licensing Agreement. As stated in the notice of termination, ABG believes~~ that awe fee of $45.0 million became immediately due and payable by us to ABG pursuant to the terms and conditions of the Licensing Agreement. In addition, upon termination of the Licensing Agreement, all outstanding and unvested warrants to purchase shares of Arena common stock issued to ABG in connection with the Licensing Agreement became immediately vested and exercisable. display;

On•we ~~March~~are ~~18,~~unable ~~2024, ABG announced it had reached an agreement in principle with a third party~~ to ~~become~~combat ~~the new operator of the Sports Illustrated media business. On April 1~~spam, ~~2024,~~ ~~ABG Group filed an action against us and Manoj Bhargava~~bugs, ~~the former interim CEO of the Company and a principal stockholder~~malwares, ~~alleging~~viruses, ~~among~~ ~~other things~~hacking, ~~breach~~or ofother ~~contract~~hostile inor ~~the~~inappropriate ~~United~~usage ~~States District Court~~ of ~~the~~our ~~Southern~~products ~~District~~or ~~of New York seeking damages in~~ the ~~amount~~ ofPlatform ~~$48.8 million~~ (~~$3.8 million royalty fee liability and $45.0 million termination fee liability~~ as ~~reflected~~defined ~~in current liabilities from discontinued operations~~below)~~. See Item 3 of this Annual Report and Note 25, Commitments and Contingencies, to our accompanying consolidated financial statements under Item 8 of this Annual Report for additional information.~~;

~~The loss~~•there ofare ~~the~~changes ~~rights to operate the Sports Illustrated media business,~~ in ~~addition~~user tosentiment about the ~~alleged~~quality ~~and~~or ~~disputed~~usefulness ~~termination payments that are due following termination~~ of ~~the Licensing Agreement, could harm~~ our ~~competitiveness~~existing products in ~~our~~the ~~industry~~short-term, ~~damage any goodwill we may have generated~~long-term, ~~and~~or otherwise have a material adverse effect on our business, operating results and financial condition. Any subsequent rebranding efforts we may undertake may require significant resources and expenses and may affect our ability to attract and retain customers, all of which may have a material adverse effect on our business, contracts, financial condition, operating results, liquidity and prospects.both;

•there are increased user concerns related to privacy and information sharing, safety, or security on the Platform;

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•there are adverse changes in our products or services that are mandated by legislation, regulatory authorities, or legal proceedings;

•technical or other problems frustrate the user experience, particularly if those problems prevent us from delivering our products in a fast and reliable manner;

•we, our Publisher Partners, or other companies in our industry are the subject of adverse media reports or other negative publicity, some of which may be inaccurate or include confidential information that we are unable to correct or retract; or

•we fail to maintain our brand image or our reputation is damaged.

Provisions in our current debt obligations or any future indebtedness may limit our discretion in operating our business.

The third amended and restated note purchase agreement (the “Third A&R NPA”) is, and any future indebtedness may be, secured by all or a portion of our assets in which the lenders may have a security interest. Any security interests that we grant will be set forth in a security agreement and evidenced by the filing of financing statements by the agent for the lenders. Any restrictive provision or negative covenant in the agreements governing our indebtedness, including the Third A&R NPA, our other current debt agreements or any of our future indebtedness, limits or may limit our operating discretion, which could have a material adverse effect on our financial condition, results of operations and cash flows. A failure to comply with the restrictive provisions or negative covenants in the Third A&R NPA, our other current debt agreements, or any of our future indebtedness may result in an event of default and/or restrict our ability to control the disposition of our assets and our utilization of any indebtedness. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more.

Generative Artificial Intelligence (“AI”) technology may negatively impact our ability to attract, engage, and retain audiences; protect and monetize our intellectual property; maintain and grow our revenue streams; avoid reputational harm; and involve other risks.

Recent advances in the use of AI may significantly alter the market for our products and services. These technologies make it easier to access, duplicate, and distribute our content, or otherwise generate output based on our content, without authorization, fair compensation, or proper attribution. These technologies may reduce our online traffic and audience sizes, infringe our intellectual property rights, harm existing and potential new revenue streams, damage our brand, and adversely affect our business, financial condition, and results of operations. Our reputation may also be harmed if these technologies wrongly attribute inaccurate information to us. We seek to limit such threats; however, controlling unauthorized use of our content and intellectual property is difficult and preventative measures implemented by us may not prevent misuse, misattribution, and infringement of our intellectual property. Although we do not believe these threats have been material to our businesses to date, we expect to continue to be subject to these threats and, as a result we may experience a negative impact on our business and financial condition.

The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The digital media industry is fragmented and highly competitive. There are many players in the digital media market, many with greater name recognition and financial resources, which may give them a competitive advantage. The general business of online media, combined with some level or method of leveraging community attracts many potential entrants, and in the future, there may be strong competitors that will compete with us in general or in selected markets. These and other companies may be better financed and be able to develop their markets more quickly and penetrate those markets more effectively. We expect competition to intensify in the future. All of this could adversely affect our revenues and operating results.

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. ~~Future~~We ~~algorithm~~believe ~~changes by~~that ~~Google~~recent oralgorithm ~~any~~changes ~~other~~adversely ~~search~~affected ~~engines~~traffic ~~could~~and ~~cause~~revenue ~~content~~performance ~~published~~during on the ~~Platform~~year toended ~~receive~~December ~~less favorable placements~~31, ~~which~~2025 ~~could reduce~~and ~~the~~similar ~~number~~changes ofcould ~~readers who view this content and~~ impact ~~our~~future ~~ability~~periods. toFuture ~~effectively~~algorithm ~~serve~~changes ~~digital~~by ~~advertisements~~Google toor ~~our~~any ~~audience. If~~other wesearch ~~are~~engines ~~unable~~could tocause ~~respond~~content ~~effectively~~published toon ~~changes~~the ~~made~~Platform ~~by search engine providers~~ to ~~their~~receive ~~algorithms~~less ~~and~~favorable ~~other processes~~placements, ~~this~~which could ~~have~~ ~~a material adverse effect on our revenues and operating results.~~

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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 sales and payment cycle for online advertising is long, and such sales may not occur when anticipated or at all, all of which could adversely affect our business.

The decision process is typically lengthy for brand advertisers and sponsors to commit to online campaigns and subject to delays which may be beyond our control. In addition, some advertisers and sponsors take months after the campaign runs to pay, and some may not pay at all, or require partial “make-goods” based on performance. This could have a material adverse effect on our business, financial condition, or results of operations.

We are dependent on the continued services and on the performance of key third party content contributors, the loss of which could adversely affect our business.

We rely on content ~~contributed~~created by ~~third~~Expert ~~party~~Contributors ~~providers~~ to attract users that drive advertising and subscription revenue. The loss of the services of any of such key contributors could have a material adverse effect on our business, operating results, and financial condition. Competition for such contributors is intense, and there can be no assurance that we will be able to successfully attract, assimilate, or retain them which could have a material adverse effect on our business, financial condition, or results of operations.

Our revenues could decrease if the Platform does not continue to operate as intended.

The Platform performs complex functions and is vulnerable to undetected errors or unforeseen defects that could result in a failure to operate or inefficiency. The occurrence of errors and defects could result in loss of or delay in revenue, loss of market share, increased development costs, diversion of development resources and injury to our reputation or damage to our efforts to expand brand awareness.

The growing percentage of users whose computers, tablets, or phones do not support identification through third party cookies, mobile identifiers, or other tracking technologies could adversely affect our business, results of operations, and financial conditions.

We rely heavily on our ability to collect and disclose data and metrics in order to attract new advertisers and retain existing advertisers. Any restriction, whether by law, regulation, policy, or other reason, on our ability to collect and disclose data that our advertisers find useful would impede our ability to attract and retain advertisers.

We use “cookies,” or small text files placed on user devices when an Internet browser is used, as well as mobile device identifiers, to connect users’ computers anonymously to information that we gather, enabling the Platform to demonstrate to advertisers its efficacy. More and more devices have offered functionalities that block such anonymized identifiers and some prominent technology companies have announced intentions to discontinue the use of cookies entirely. Although we believe the Platform is well-positioned to continue to provide key data insights to advertisers without cookies, actions by advertisers to buy advertising based on alternative identifiers could lead to changes in purchase behavior of such advertisers, thereby possibly impacting our operations, and our financial condition could be adversely affected.

Our Publisher Partners may engage in intentional or negligent misconduct or other improper activities on the Platform or otherwise misuse the Platform, which may damage our brand image, our business and our results of operations.

The Platform provides our owned and operated media businesses, Publisher Partners, and individual creators contributing content the ability to produce and manage editorially focused content through tools and services provided by us. We might not be able to monitor or edit a significant portion of the content, such as advertising content, that appears on the Platform. If misconduct and misuse of the Platform for inappropriate or illegal purposes occurs, user experience on the Platform may suffer, and claims may be brought against us. Our business and public perception of our brands may be materially and adversely affected if we face any related lawsuits or other liabilities.

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The Platform and our technology systems contain open-source software, which may pose particular risk to our proprietary software, features and functionalities in a manner that negatively affect our business.

We use open-source software in the Platform and our technology systems and will continue to use open-source software in the future. We have set up an internal system to monitor the open-source software we use in our operation and its functionality, and to manage the risk it poses to our business. We may face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that we developed using such software. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease offering the implicated services unless and until we can re-engineer them to avoid infringement. This could require significant additional technology and development resources, and we may not be able to complete such re-engineering successfully.

ECONOMIC AND OPERATIONAL RISKS

We may have difficulty managing our growth.

We have added, and expect to continue to add, Publisher Partner and end-user support capabilities, continue software development activities, and expand our administrative capabilities. In the past two years, we have entered into strategic transactions which have significantly expanded our business and placed significant strain on our resources. To manage any further growth, organically or through further acquisitions, we will be required to improve existing, and implement new, operational and financial systems and properly manage our employee base. If we are unable to manage growth effectively, our business could be harmed.

The strategic relationships that we may be able to develop and on which we may come to rely may not be successful.

We will seek to develop strategic relationships with advertising, media, technology, and other companies to enhance our market penetration, business development, and advertising sales revenues. There can be no assurance that these relationships will develop and mature, or that potential competitors will not develop more substantial relationships with the same or more attractive partners. Our inability to successfully implement our strategy of building valuable strategic relationships could harm our business.

Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.

Our growth will depend in part on the ability of our users, customers, and Publisher Partners to access the Platform at any time and within an acceptable amount of time. We may experience performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming number of users accessing the Platform software simultaneously, denial of service attacks, or other security related incidents. If the Platform software is unavailable or if our users are unable to access it within a reasonable amount of time or at all, our business would be negatively affected.

Moreover, the Partner Agreements with our Publisher Partners include service level standards that obligate us to provide credits or termination rights in the event of a significant disruption of the Platform, which may adversely affect our business and operating results.

Cyber-attacks and other security threats and disruptions could have a material adverse effect on our business.

As a tech-powered media company, we face cybersecurity threats, such as ransomware and denial-of-service, and attacks on technical infrastructure. Our customers and suppliers face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance and results of operations.

The sophistication of threats continues to evolve and grow, including the risk associated with the use of emerging technologies, such as artificial intelligence and quantum computing, for nefarious purposes. In addition to cybersecurity threats, we face threats to the security of our systems and employees from terrorist acts, sabotage or other disruptions, any of which could adversely affect our business. The improper conduct of our employees or others working on behalf of us who have access to confidential or sensitive information could also adversely affect our business and reputation. Our customers (including sites that we operate for our customers) and suppliers experience similar security threats.

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If we are unable to protect sensitive information, including complying with evolving information security, data protection and privacy regulations, our customers or governmental authorities could investigate the adequacy of our threat mitigation and detection processes and procedures; and could bring actions against us for noncompliance with applicable laws and regulations. Moreover, depending on the severity of an incident, our customers’ data, our employees’ data, our intellectual property (including trade secrets and research, development and engineering know-how), and other third party data (such as suppliers) could be compromised, which could adversely affect our business. Products and services we provide to customers also carry cybersecurity risks, including risks that they could be breached or fail to detect, prevent or combat attacks, which could result in losses to our customers and claims against us, and could harm our relationships with our customers and financial results.

Given the persistence, sophistication, volume and novelty of threats we face, we may not be successful in preventing or mitigating an attack that could have a material adverse effect on us and the costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.

Our suppliers face similar security threats and an incident at one of these entities could adversely impact our business. These entities are typically outside our control and may have access to our information with varying levels of security and cybersecurity resources, expertise, safeguards and capabilities. Adversaries actively seek to exploit security and cybersecurity weaknesses in our supply chain. Breaches in our supply chain could in the future compromise our data and adversely affect customer deliverables. We also must rely on our supply chain for adequately detecting and reporting cyber incidents, which could affect our ability to report or respond to cybersecurity incidents effectively or in a timely manner. Failures by our suppliers could result in damages to you and have an adverse effect on our business and operations.

We operate our exclusive coalition of professional-managed online media channels on third party cloud platforms and data center hosting facilities.

We rely on software and services licensed from, and cloud platforms provided by, third parties to offer our digital media services. Any errors or defects in third party software or cloud platforms could result in errors in, or a failure of, our digital media services, which could harm our reputation, our business and force us to seek more expensive alternatives. Failure of these third party systems could cause us to render credits or pay penalties or cause our Publisher Partners to terminate their contractual arrangements with us.

We are subject to certain standard terms and conditions with Amazon Web Services and Google Cloud, companies which have broad discretion to change their terms of service and other policies with respect to us, and those changes may be unfavorable to us.

Real or perceived errors, failures, or “bugs” in the Platform could adversely affect our operating results and growth prospects.

Because the Platform is complex, undetected errors, failures, vulnerabilities, or bugs may occur despite prior testing, especially when updates are deployed. Real or perceived errors, failures, or bugs in our software could result in negative publicity, loss of or delay in market acceptance of the Platform, loss of competitive position, or claims by our Publisher Partners or our users for losses sustained by them.

Malware, viruses, hacking attacks, and improper or illegal use of the Platform could harm our business and results of operations.

Malware, viruses, and hacking attacks have become more prevalent in our industry and have occurred on our systems and may occur in the future. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware, or other computer equipment, and the inadvertent transmission of computer viruses could harm our business, financial condition and operating results.

If we are unable to protect our intellectual property rights, our business could suffer.

Our success significantly depends on our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws, employee and third party non-disclosure and invention assignment agreements and other methods to protect our proprietary technology. Our business, profitability and growth prospects could be adversely affected if we fail to receive adequate protection of our proprietary rights.

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We could be required to cease certain activities or incur substantial costs due to claims of infringement of another party’s intellectual property rights.

Some of our competitors and other third parties may own technology patents, copyrights, trademarks, trade secrets and website content which they may use to assert claims against us. We cannot assure you that we will not become subject to claims that we have misappropriated or misused other parties’ intellectual property rights. Any claim or litigation alleging that we have infringed or otherwise violated intellectual property or other rights of third parties, with or without merit, whether or not settled out of court or determined in our favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of our management and technical personnel.

If we are required to make substantial payments, cease using the challenged intellectual property, obtain a license or redesign existing technology due to any intellectual property infringement claims against us, such payments or actions could have a material adverse effect upon our business and financial results.

We are subject to many laws and regulations in the United States and abroad that are constantly evolving and involve matters central to our business.

We are subject or will be subject in the future to myriad constantly evolving laws, statutes and regulations in the United States as well as in other countries where we may do business. These include, among others, privacy, data protection, and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, personal information, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, employee classification, product liability, taxation, economic or other trade prohibitions or sanctions (including tariffs), securities law compliance, and online payment services, and the related compliance costs. Our failure to comply with these laws and regulations could adversely affect our business and cause significant penalties to be imposed on us.

In particular, the growth and development of Internet content, commerce and communities may prompt more stringent consumer protection, privacy, and data protection laws, both in the United States and abroad, as well as new laws governing their taxation. Compliance with any newly adopted laws may prove difficult and costly for us.

We are subject to risks from changes to regulations, government funding, trade policies and tariffs imposed by governments that impact our advertising clients.

Changes in regulations, government funding, trade policies and tariffs imposed by the U.S. and other governments could have an impact on advertisers and the advertising market. If advertisers’ operating costs increase due to the changes in policy, and they are unsuccessful in passing these increases along to consumers, then the advertisers will likely seek to reduce costs in other ways, including the amount of their advertising. Additionally, changes in regulations, government funding, trade policies and tariffs could also have the impact of preventing advertisers from deploying new goods and services and reducing the related advertising dollars. The ~~recently announced~~ tariffs by the U.S. government on product imports from certain countries may result in an outsize impact on certain industries that are key advertising categories for us, including automotive and consumer goods. The uncertainty regarding the ultimate impact of any changes in regulations, government funding, trade policies or tariffs could also impact advertisers as they continue to determine changes needed to their businesses. Such changes in trade policy or the imposition of tariffs could have a material adverse effect on our customers’ advertising spend, which could have a material adverse effect on our business, results of operations, and financial condition.

Our services involve the storage and transmission of digital information; therefore, cybersecurity incidents, including those caused by unintentional errors and those intentionally caused by third parties, may expose us to a risk of loss, unauthorized disclosure or other misuse of this information, litigation liability, regulatory exposure, reputational harm and increased security costs.

We and our third party service providers experience attempted cyber-attacks of varying degrees on a regular basis~~, one of which infiltrated our systems and accessed a limited amount of our non-financial and encrypted data~~. We expect to incur significant, increasing costs in ongoing efforts to detect and prevent cybersecurity-related incidents. We cannot ensure that our efforts to prevent cyber security incidents will succeed. While we purchase liability coverage for certain of these types of matters, a significant cybersecurity incident could subject us to reputational harm, loss of revenue, financial liability and other damage that may exceed our insurance coverage and preclude us from obtaining adequate insurance levels in the future.

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Existing or future strategic alliances, long-term investments and acquisitions may have a material and adverse effect on our business, reputation, and results of operations.

We may enter strategic business relationships with third parties to further our business purpose from time to time. These alliances could subject us to risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffer negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association.

Future acquisitions and the subsequent integration of new assets and businesses into our own will require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations. Acquisitions may not achieve our goals and could be viewed negatively by users, business partners or investors, use substantial amounts of cash, cause potentially dilutive issuances of equity securities, require significant goodwill impairment charges or amortization expenses for other intangible assets and expose us to unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant. In addition to, in some cases, having to obtain shareholders’ approval, we may also have to obtain approvals and licenses from relevant authorities for the acquisitions, which could result in increased delay and costs.

Our products may require availability of components or known technology from third parties and their non-availability can impede our growth.

We license/buy certain technology integral to our products from third parties, including open-source and commercially available software. Our inability to acquire and maintain any third party product licenses or integrate the related third party products into our products in compliance with license arrangements, could result in delays in product development until equivalent products can be identified, licensed and integrated. We also expect to require new licenses in the future as our business grows and technology evolves. We cannot provide assurance that these licenses will continue to be available to us on commercially reasonable terms, if at all.

Our business is subject to the risk of catastrophic events such as pandemics, earthquakes, flooding, fire, and power outages, and to interruption by man-made acts, such as war and terrorism.

Our business is vulnerable to damage or interruption from pandemics, earthquakes, flooding, fire, power outages, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events. A significant natural disaster could have a material adverse effect on our business, results of operations, and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. Furthermore, acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, could cause disruptions in our or our Publisher Partners’ businesses or the U.S. economy as a whole. Our technology infrastructure may also be vulnerable to computer viruses, break-ins, denial-of-service attacks, and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays and loss of critical data. We may not have sufficient protection or recovery plans in some circumstances. As we rely heavily on our computer and communications systems and the Internet to conduct our business and provide high-quality user and customer service, these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt our Publisher Partners’ businesses, which could adversely affect our business, results of operations, and financial condition.

Compliance with the reporting obligations under the United States securities laws and Section 404 of Sarbanes-Oxley requires expenditure of capital and other resources and may divert management’s attention. If we fail to comply with these reporting obligations or to maintain adequate internal controls our operations, our business, and investors’ confidence in us, could be materially and adversely affected.

As a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, the Sarbanes-Oxley and other applicable securities rules and regulations. Complying with these rules and regulations has caused us and will continue to cause us to incur additional legal and financial compliance costs and make some activities more difficult, time-consuming and costly. Further, by complying with public disclosure requirements, our business and financial condition are more visible, which may result in increased threatened or actual litigation.

As discussed in Item 9A of this Annual Report on Form 10-K, in the course of preparing our financial statements, we identified ~~the~~a ~~following~~ material ~~weaknesses~~weakness in our internal control over financial reporting: ~~(i)~~we ~~our~~did ~~finance and accounting policies, including those governing revenue recognition, expense recognition, and balance sheet valuation principles and methodologies, have~~ not ~~been~~design ~~fully documented;~~ and ~~(ii)~~ ~~we did not~~ maintain a sufficient system of internal controls to validate data provided by certain third party service providers. As a result of the identified material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified in Item 9A of this Annual Report on Form 10-K did not result in any misstatement of our financial statements. Our management is currently undertaking remedial actions to address the material weaknesses identified as of December 31, 2024. However, we may in the future discover material weaknesses in other areas of our internal control over financial reporting that require remediation.

We cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to the material weaknesses in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. 16

~~If we~~Table fail to timely meet our reporting obligations under the Exchange Act, Sarbanes -Oxley and other applicable securities rules and regulations in their entirety, we could be subject to penalties under federal securities laws and regulations of the NYSE American and face lawsuits, and our ability to access financing on favorable terms could be restricted severely. We will also not be able to obtain independent accountant certifications required for public companies under Sarbanes-Oxley. In addition, pursuant to Section 404 of Sarbanes-Oxley, we are required to evaluate and provide a report of management on our internal control over financial reporting which has, and will continue to, require increased costs, expenses and management resources. During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Contents

controls over the completeness and accuracy of information received from a third-party programmatic advertising services provider used in recording certain advertising revenues. As a result of the identified material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified in Item 9A of this Annual Report on Form 10-K did not result in any misstatement of our financial statements. Although our management is currently undertaking remedial actions to address the material weakness identified as of December 31, 2025, we may in the future discover material weaknesses in other areas of our internal control over financial reporting that require remediation.

We cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiency that led to the material weakness in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses.

If we fail to timely meet our reporting obligations under the Exchange Act, Sarbanes -Oxley and other applicable securities rules and regulations in their entirety, we could be subject to penalties under federal securities laws and regulations of the NYSE American and face lawsuits, and our ability to access financing on favorable terms could be restricted severely. We will also not be able to obtain independent accountant certifications required for public companies under Sarbanes-Oxley. In addition, pursuant to Section 404 of Sarbanes-Oxley, we are required to evaluate and provide a report of management on our internal control over financial reporting which has, and will continue to, require increased costs, expenses and management resources. In addition, we are required to engage independent auditors to express an opinion on internal control over financial reporting. During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future.

Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Unfavorable economic and market conditions could adversely affect our business, reputation, and results of operations.

Our services, products, properties, and our ability to access the capital markets on terms acceptable or at all may be adversely impacted by uncertain economic conditions, including but not limited to, regional conflicts, pandemics, adverse changes in interest rates, foreign currency exchange rates, tax laws or tax rates, inflation, economic downturns, recessions, contraction in the availability of credit, and the effects of government initiatives to manage economic conditions.

Our ongoing cash management strategy is to maintain diversity in our deposit accounts across financial institutions to manage risks from potential instability in the banking system, but deposits in these institutions may exceed the amount of insurance provided on such deposits and there can be no assurance that this strategy will be successful.

We cannot predict how future economic conditions will affect our users and Publisher Partners and any negative impact on our users or Publisher Partners may also have an adverse impact on our own results of operations or financial condition.

RISKS RELATED TO OUR INDEBTEDNESS, FINANCIAL CONDITION, AND INTERNAL CONTROL

As the general economic and market conditions present uncertainty as to our ability to secure additional capital, there can be no assurances that we will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations.

Our future liquidity and capital requirements will depend upon numerous factors, including the success of ~~the~~our ~~Platform~~business, our offerings, competing technological developments, and general economic and market conditions, which have presented substantial uncertainty in recent months. We may need to raise funds through public or private financings, strategic relationships, or other arrangements. There can be no assurance that such funding will be available on terms acceptable to us, or at all. Furthermore, any equity financing will be dilutive to existing stockholders, and debt financing, if available, may involve restrictive covenants that may limit our operating flexibility with respect to certain business matters. Strategic arrangements may require us to relinquish our rights or grant licenses to some or substantial parts of our intellectual property. If funds are raised through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution in net book value per share, and such equity securities may have rights, preferences, or privileges senior to those of the holders of our existing capital stock. If adequate funds are not available on acceptable terms, we may not be able to continue operating, develop or enhance products, take advantage of future opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, operating results, and financial condition.

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relationships, or other arrangements. There can be no assurance that such funding will be available on terms acceptable to us, or at all.

Debt financing, if available, may involve restrictive covenants that may limit our operating flexibility with respect to certain business matters. Strategic arrangements may require us to relinquish our rights or grant licenses to some or substantial parts of our intellectual property.

In addition, our previously effective shelf registration statement on Form S-3 expired in December 2025. As a result, we currently do not have an effective general purpose shelf registration statement on file with the Securities and Exchange Commission, which may further limit our ability to raise capital through public offerings in a timely manner. While we may seek to file a new registration statement, there can be no assurance as to when it will become effective or whether market conditions will be favorable for future offerings. Furthermore, any equity financing could be dilutive to existing stockholders. If funds are raised through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution in net book value per share, and such equity securities may have rights, preferences, or privileges senior to those of the holders of our existing capital stock.

If adequate funds are not available on acceptable terms, we may not be able to continue operating, develop or enhance products, take advantage of future opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, operating results, and financial condition.

We have a history of losses.

~~In the~~Although ~~year~~we ~~ended~~achieved ~~December~~income ~~31,~~from ~~2024, we~~continuing ~~had~~operations ~~net loss~~ of ~~approximately~~ $~~100~~28.~~7 million compared to approximately $55.~~6 million ~~for~~in ~~the year ended December 31~~2025, ~~2023.~~our ~~Our~~ accumulated deficit as of December 31, ~~2024~~2025 ~~was~~remains ~~approximately~~substantial ~~$479.4~~at ~~million compared to approximately~~ $~~378~~354.75 million ~~as of December 31~~, ~~2023.~~reflecting ~~We may~~our ~~continue~~historical ~~to incur~~ losses. inIf ~~the future if~~ we doare ~~not~~unable ~~achieve~~to ~~sufficient~~sustain revenue growth or ~~adequately~~further reduce costs, towe ~~achieve~~may ~~and~~return ~~maintain profitability. There is no assurance that our operations will generate sufficient cash flows~~ to ~~support~~operating ~~our~~losses, ~~continued~~which ~~operations~~could inrequire ~~the future~~us ~~without needing~~ to seek additional capital ~~funding or borrowings~~. WeThere ~~can~~is ~~provide~~ no assurance that ~~if we need to seek~~ such ~~additional outside~~ capital ~~that it~~ will be available on favorable terms, or at all., ~~Any~~which ~~failure to achieve and maintain profitability~~ could ~~have a~~adversely ~~materially~~affect ~~adverse effect on~~ our ability to ~~implement~~execute our business ~~plan,~~strategy ~~our results~~ and ~~operations,~~maintain ~~and our financial condition~~operations.

Our financial condition raises substantial doubt about our ability to continue as a “going concern” through one year from the date of the issuance of the financial statements contained herein due to the recurrence of net losses.

For the year ended December 31, 2024, we incurred a net loss from continuing operations of approximately $7.7 million, and as of December 31, 2024, had cash on hand of approximately $4.4 million. Management has evaluated our current and historical net losses from continuing operations to determine if the significance of those conditions or events would limit our ability to meet our obligations when due, including under the Loan Documents and Simplify Loan. In its evaluation, management determined that substantial doubt exists about our ability to continue as a going concern for a one-year period following the financial statement issuance date due to the net loss from continued operations and working capital deficit.

There can be no assurance that we will be able to execute plans to rectify the recurrence of net losses. If we are unable to execute these plans, it could lead to selling assets and further reducing costs and cash requirements.

Our results of operations may fluctuate significantly and may not meet our expectations or those of securities analysts and investors.

We operate in an evolving industry, and as a result, our business has evolved over time such that our operating history makes it difficult to evaluate our business and future prospects. Our results of operations have fluctuated in the past, and future results of operations are likely to fluctuate as well. We may not be able to sustain current growth rates, current revenue levels, or ~~achieve~~sustain profitability. In addition, because our business is evolving, our historical results of operations may be of limited utility in assessing our future prospects. We expect to face challenges, risks, and difficulties frequently experienced by growing companies in rapidly developing industries, including those relating to:

● •changes in demand and pricing for our products, services and the Platform; ● developing, maintaining, and expanding relationships with Publisher Partners and advertisers; ● innovating and developing new solutions that are adopted by and meet the needs of Publisher Partners and advertisers; ● competing against companies with a larger user and customer base or greater financial or technical resources; ● changes in the pricing policies of Publisher Partners, advertisers and competitors; ● changes in our access to valuable user data; ● costs to develop and upgrade the Platform to incorporate new technologies; ● costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs; ● seasonality in our business; ● the length and complexity of our sales cycles; ● the timing of stock-based compensation expense; ● potential costs to attract, onboard, retain and motivate qualified personnel; ● responding to evolving industry standards and government regulations that impact our business, particularly in the areas of data protection and consumer privacy; ● changes in demand as a result of changes in the macroeconomic environment, as a result of inflation, changes in interest rates or foreign exchange rates, or otherwise; and ● further expanding our business in other markets.

•developing, maintaining, and expanding relationships with Expert Contributors, Publisher Partners and advertisers;

•innovating and developing new solutions that are adopted by and meet the needs of Publisher Partners and advertisers;

•competing against companies with a larger user and customer base or greater financial or technical resources;

•changes in the pricing policies of Publisher Partners, advertisers and competitors;

•changes in our access to valuable user data;

•costs to develop and upgrade the Platform to incorporate new technologies;

•costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;

•seasonality in our business;

•the length and complexity of our sales cycles;

•the timing of stock-based compensation expense;

•potential costs to attract, onboard, retain and motivate qualified personnel;

•responding to evolving industry standards and government regulations that impact our business, particularly in the areas of data protection and consumer privacy;

•changes in demand as a result of changes in the macroeconomic environment, as a result of inflation, changes in interest rates or foreign exchange rates, or otherwise; and

•further expanding our business in other markets.

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Any one or more of the factors above may result in significant fluctuations in our results of operations. You should not rely on our past results as an indicator of our future performance.

Because many of our expenses are based upon forecast demand and may be difficult to reduce in the short term, volatility in quarterly revenue could cause significant variations in quarterly results of operations. We may not forecast our revenue or expenses accurately, which may cause our results of operations to diverge from our estimates or the expectations of securities analysts, and investors. If we fail to meet or exceed such expectations for these or any other reasons, the trading price of our common stock could fall, and we could face costly litigation, including securities class action lawsuits.

Any future litigation against us could be costly and time-consuming to defend.

We have in the past and may in the future become subject to legal proceedings and claims or regulatory inquiries or proceedings that arise in the ordinary course of business, such as claims brought by our customers and partners in connection with commercial disputes, employment claims made by our current or former employees, or claims for reimbursement following misappropriation of customer data.

For example, we could face claims relating to information published or made available on the Platform. In particular, the nature of our business exposes us to claims related to defamation, intellectual property rights and rights of publicity and privacy. We might not be able to monitor or edit a significant portion of the content that appears on the Platform. This risk is enhanced in certain jurisdictions outside the United States where our protection from liability for third party actions may be unclear and where we may be less protected under local laws than we are in the United States. We could also face fines or orders restricting or blocking our services in particular geographies as a result of content hosted on our services. If any of these events occur, our business could be seriously harmed.

Our employees are highly experienced, having worked in our industry for many years and prior employers may try to assert that our employees are breaching restrictive covenants and other limitations imposed by past employment arrangements. We believe that all of our employees are free to work for us in their various capacities and have not breached past employment arrangements. Notwithstanding our care in our employment practices, a prior employer may assert a claim against us. Such claims can be costly to contest, disruptive to our work environment, and may be detrimental to our operations and financial results.

Moreover, insurance may not cover any such claims that rise in the ordinary course of business, may not provide sufficient payments to cover all the costs to resolve one or more such claims, and may not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our results of operations and leading analysts or potential investors to reduce their expectations of our performance, which could reduce the trading price of our common stock. Litigation may result in substantial costs and may divert management’s attention and resources, which could adversely affect our business, financial condition, results of operations, and prospects.

Our ability to utilize our net operating loss carryforwards may be limited.

As of December 31, ~~2024~~2025, we had federal net operating loss carryforwards, or NOLs, due to prior period losses of approximately $~~210~~193.65 million, and certain NOLs could expire before we generate sufficient taxable income to make use of our NOLs. Subject to certain limitations, NOLs can be used to offset taxable income for U.S. federal income tax purposes. However, Section 382 of the Internal Revenue Code of 1986, as amended, may limit certain NOLs we may use in any year for U.S. federal income tax purposes in the event of certain changes in ownership of our Company. If an “ownership change” occurs, Section 382 would impose an annual limit on certain pre-ownership NOLs and other tax attributes we can use to reduce our taxable income, potentially increasing and accelerating our liability for income taxes, and also potentially causing those tax attributes to expire unused. In addition, our ability to use our net operating losses is dependent on our ability to generate taxable income, and certain net operating losses could expire before we generate sufficient taxable income to make use of our net operating losses.

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RISKS RELATED TO GOVERNANCE AND COMMON STOCK

We are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel, the loss of which could adversely affect our business.

We are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel. We also depend on our ability to identify, attract, hire, train, retain, and motivate other highly skilled technical, managerial, sales, operational, business development, and customer service personnel. Competition for such personnel is intense, and there can be no assurance that we will be able to successfully attract, assimilate, or retain sufficiently qualified personnel. The loss or limitation of the services of any of our executive officers, members of our management team, or other key personnel or the inability to attract and retain additional qualified key personnel, could have a material adverse effect on our business, financial condition, or results of operations.

The elimination of monetary liability against our directors, officers, and employees under Delaware law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees.

Our Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), and our Third Amended and Restated Bylaws (our “Bylaws”) contain provisions permitting us to eliminate the personal liability of our directors and officers to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Delaware law. We may also have contractual indemnification obligations under any future employment agreements with our officers. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even through such actions, if successful, might otherwise benefit us and our stockholders.

Because we are a “smaller reporting company,” we will not be required to comply with certain disclosure requirements that are applicable to other public companies, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.

We are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. As a smaller reporting company, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies, including, but not limited to reduced disclosure obligations, including with respect to executive compensation, in our periodic reports, proxy statements, and registration statements. We will continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the prior June 30, or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of the prior June 30. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.

Provisions in our Certificate of Incorporation and Bylaws and Delaware law may discourage a takeover attempt even if a takeover might be beneficial to our stockholders and limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers and employees.

Provisions contained in our Certificate of Incorporation and Bylaws could make it more difficult for a third party to acquire us. Provisions in our Certificate of Incorporation and Bylaws impose various procedural and other requirements, which could make it more difficult for stockholders to affect certain corporate actions. For example, our Certificate of Incorporation authorizes our Board to determine the rights, preferences, privileges, and restrictions of unissued series of our preferred stock without any vote or action by our stockholders. Thus, our Board can authorize and issue shares of our preferred stock with voting or conversion rights that could dilute the voting power of holders of other series of our capital stock. These rights may have the effect of delaying or deterring a change of control of us. Additionally, our Certificate of Incorporation or Bylaws establish limitations on the removal of directors and include advance notice requirements for nominations for election to our Board and for proposing matters that can be acted upon at stockholder meetings.

In addition, our Certificate of Incorporation provides that a state or federal court located within the state of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law (“DGCL”), our Certificate of Incorporation, or our Bylaws; any action to interpret, apply, enforce, or determine the validity of our Certificate of Incorporation or our Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.

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(“DGCL”), our Certificate of Incorporation, or our Bylaws; any action to interpret, apply, enforce, or determine the validity of our Certificate of Incorporation or our Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.

Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the DGCL, which prohibits an “interested stockholder” owning in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which such stockholder acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. These provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third party claims against us and may reduce the amount of money available to us.

Our Certificate of Incorporation provides that we will indemnify our directors and officers, in each case, to the fullest extent permitted by Delaware law. In addition, Section 145 of the DGCL or our Certificate of Incorporation provides that:

● •We indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

22•We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.

● •We ~~may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law. ● We~~ are required to advance expenses, as incurred, to our directors and officers in connection with defending a legal proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification. ● The rights conferred in our Certificate of Incorporation are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons. ● We may not retroactively amend our Certificate of Incorporation or indemnification agreement, if any, to reduce our indemnification obligations to directors, officers, employees, and agents.

•The rights conferred in our Certificate of Incorporation are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons.

•We may not retroactively amend our Certificate of Incorporation or indemnification agreement, if any, to reduce our indemnification obligations to directors, officers, employees, and agents.

The trading price of the shares of our common stock has been and may continue to be volatile and could subject us to litigation.

Stocks of companies in the media and technology industries have historically experienced high levels of volatility. The trading price of our common stock has fluctuated substantially and may continue to do so. These fluctuations could cause you to incur substantial losses, including all of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock, some of which are beyond our control and may not be related to our operational or financial performance, include, among others, the following:

● •price and volume fluctuations in the overall stock market from time to time; ● announcements of new products, solutions or technologies, commercial relationships, acquisitions, or other events by us or our competitors; ● the public’s reaction to our press releases, other public announcements, and filings with the SEC; ● fluctuations in the trading volume of our shares or the size of our public float, including in connection with an acquisition; ● sales of large blocks of our common stock; ● actual or anticipated changes or fluctuations in our results of operations or financial projections; ● failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; ● recruitment or departures of key personnel; ● governmental or regulatory developments or actions, or litigation involving us, our industry, or both ● general economic conditions and trends, including inflation and fluctuating interest rates; ● general political conditions and trends, political instability and acts of war or terrorism, including the ongoing conflict between Russia and Ukraine, as well as in the Middle East; ● public health crises and related measures to protect the public health (such as the COVID-19 pandemic); ● major catastrophic events in our domestic and foreign markets; ● changes in accounting standards, policies, guidelines, interpretations, or principles; and ● “flash crashes,” “freeze flashes,” or other glitches that disrupt trading on the securities exchange on which we are listed.

•announcements of new products, solutions or technologies, commercial relationships, acquisitions, or other events by us or our competitors;

•the public’s reaction to our press releases, other public announcements, and filings with the SEC;

•fluctuations in the trading volume of our shares or the size of our public float, including in connection with an acquisition;

•sales of large blocks of our common stock;

•actual or anticipated changes or fluctuations in our results of operations or financial projections;

•failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•recruitment or departures of key personnel;

•governmental or regulatory developments or actions, or litigation involving us, our industry, or both

•general economic conditions and trends, including inflation and fluctuating interest rates;

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•general political conditions and trends, political instability and acts of war or terrorism, including the ongoing conflict between Russia and Ukraine, as well as in the Middle East;

•public health crises and related measures to protect the public health (such as the COVID-19 pandemic);

•major catastrophic events in our domestic and foreign markets;

•changes in accounting standards, policies, guidelines, interpretations, or principles; and

•“flash crashes,” “freeze flashes,” or other glitches that disrupt trading on the securities exchange on which we are listed.

In addition, if the market for stock of media and technology companies or the stock market, in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, results of operations, or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in the media and technology industries even if these events do not directly affect us. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If litigation is instituted against us, it could subject us to substantial costs, divert management’s attention and resources, and adversely affect our business.

Our Board is authorized to issue additional shares of our common stock that would dilute existing stockholders and sales, distribution or issuance of substantial amounts of our common stock could cause the market price of our common stock to decline.

Our Board has the authority to issue any or all authorized but unissued shares of our common stock at any price and, with regard to our preferred stock, at any price and with any attributes our Board considers appropriate, absent stockholder approval. The issuance of additional shares of our common stock in the future will reduce the proportionate ownership and voting power of current stockholders and may negatively impact the market price of our common stock. Moreover, the sale or distribution of a substantial number of shares of our common stock, particularly sales by us or our directors, executive officers, and principal stockholders, or the perception that these sales or distributions might occur in large quantities, could cause the market price of our common stock to decline. In addition, shares subject to outstanding warrants as well as the shares of common stock subject to outstanding options and restricted stock unit awards under our equity incentive plans, and the shares reserved for future issuance under our equity incentive plans, will become eligible for sale in the public market upon issuance, subject to compliance with applicable securities laws. Further, we also may issue our capital stock or securities convertible into our capital stock, from time to time in connection with financing, an acquisition, investments, or otherwise. Any of the aforementioned activity, could result in substantial dilution to our existing stockholders and cause the market price of common stock to decline.

We may issue additional securities with rights superior to those of our common stock, which could materially limit the ownership rights of our stockholders.

We may offer additional debt or equity securities in private or public offerings in order to raise working capital or to refinance our debt. Our Board has the right to determine the terms and rights of any debt securities and preferred stock without obtaining the approval of our stockholders. It is possible that any debt securities or preferred stock that we sell would have terms and rights superior to those of our common stock and may be convertible into shares of our common stock. Any sale of securities could adversely affect the interests or voting rights of the holders of our common stock, result in substantial dilution to existing stockholders, or adversely affect the market price of our common stock.

We ~~are~~ ~~currently~~cannot ~~out~~guarantee that we will repurchase shares of ~~compliance~~our ~~with~~common ~~the~~stock ~~continued~~pursuant ~~listing~~to ~~standards~~our ofshare ~~the~~repurchase ~~NYSE~~program ~~American~~or that our share repurchase program will enhance long-term shareholder value. ~~Our~~Repurchases ~~failure~~of toshares ~~regain~~of ~~compliance~~our ~~with~~common ~~the continued~~stock ~~listing~~could ~~standards~~also ~~may~~increase ~~result~~the involatility of the ~~delisting~~price of our common stock and could diminish our cash reserves.

~~Our common~~On ~~stock~~July is31, ~~listed~~2025, onwe ~~the~~announced ~~NYSE~~a ~~American~~share ~~and~~repurchase ~~such~~program ~~listing~~under iswhich ~~contingent~~we onmay repurchase up to 3 million shares of our ~~compliance~~common ~~with~~stock over the ~~NYSE~~next ~~American’s~~12 ~~standards for~~months. ~~continued~~The ~~listing,~~timing ~~including~~and ~~requirements~~amount ~~relating~~of torepurchases ~~maintaining~~of ~~minimum~~shares ~~stockholders’~~of ~~equity.~~our Oncommon ~~October~~stock, 2if any, ~~2024~~will depend upon several factors, wesuch ~~received a~~as ~~notification~~the ~~(“Letter”)~~market ~~from~~price of the ~~NYSE~~common ~~American~~stock, ~~stating~~corporate ~~that~~requirements, wegeneral market economic conditions and applicable legal requirements. We are not inobligated ~~compliance~~to ~~with~~repurchase ~~the~~any ~~minimum~~specific ~~stockholders’ equity~~number ~~requirements~~or amount of ~~Sections~~shares ~~1003(a)(i),~~of ~~1003(a)(ii)~~common ~~and~~stock ~~1003(a)(iii)~~pursuant ofto the ~~NYSE~~program, ~~American~~and ~~Company~~we ~~Guide~~may ~~(the~~suspend, ~~“Company~~modify ~~Guide”) requiring~~or ~~stockholders’~~terminate ~~equity~~the ofprogram ~~(i)~~at $2any time.0 ~~million~~Repurchases orof ~~more~~shares ifof weour ~~have~~common ~~reported~~stock ~~losses~~pursuant ~~from~~to ~~continuing~~the ~~operations~~program ~~and/or~~could ~~net~~affect ~~losses in~~the ~~two~~price of ~~its~~shares ~~three~~of ~~most~~our ~~recent~~common ~~fiscal~~stock ~~years,~~and ~~(ii)~~increase $4its volatility.0 ~~million~~The orexistence ~~more~~of ifthe weprogram ~~have~~could ~~reported~~cause ~~losses~~the ~~from~~price ~~continuing~~of ~~operations~~shares ~~and/or net~~of ~~losses~~our incommon ~~three~~stock ofto ~~the~~be ~~four~~higher ~~most~~than ~~recent~~it ~~fiscal~~would ~~years~~be ~~and~~in ~~(iii)~~the ~~$6.0~~absence ~~million~~of orsuch ~~more~~a program and, if weshares ~~have~~are ~~reported~~repurchased ~~losses~~in ~~from~~the ~~continuing~~program, ~~operations and/or~~it ~~net~~will ~~losses~~reduce inthe ~~its~~market ~~five~~liquidity ~~most~~for ~~recent~~our ~~fiscal~~shares ~~years,~~of ~~respectively~~common stock. AsAdditionally, ofthe ~~December~~program ~~31,~~could ~~2024~~diminish our cash reserves, wewhich ~~had~~may aimpact ~~stockholders’~~our ~~deficit~~ability ~~of approximately~~to ~~$130.3~~finance ~~million~~future growth and ~~have~~to ~~had~~pursue ~~losses~~possible infuture ~~the~~strategic ~~most~~opportunities. ~~recent~~There ~~six~~can ~~fiscal~~be ~~years~~no ~~ended~~assurance ~~December~~that ~~31, 2024.~~

As a result of this non-compliance, we became subject to the procedures and requirements set forth in Section 1009 of the Company Guide and submitted a plan (the “Plan”) of actions we have taken or will take to regain compliance with the continued listing standards. On December 20, 2024, we received notice from the NYSE American that it had accepted the Plan and granted a plan period through April 2, 2026 (the “Plan Period”). During the Plan Period, the Company will be subject to quarterly monitoring for compliance with the Plan. If we do not regain compliance with the NYSE American’s listing standards by the end of the Plan Period, or if we do not make progress consistent with the Plan, then the NYSE American may initiate delisting proceedings.22

~~We intend~~Table ~~to regain compliance within the Plan Period. Our receipt~~ of the notification from NYSE American accepting the Plan has no immediate effect on the listing or trading of our common stock on the NYSE American, nor does it affect our business operations or our reporting requirements with the SEC.Contents

24any 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.

Although we intend to regain compliance with the continued listing requirements prior to the end of the Plan Period, we may be unable to do so. If delisting proceedings are commenced, the NYSE American rules permit us to appeal a staff delisting determination; however, there can be no assurance that the outcome of any such appeal would be in our favor.

If NYSE American delists our common stock from trading on its exchange due to our failure to meet the NYSE American’s continued listing standards, we and our security holders could face significant material adverse consequences, including, but not limited to, a lack of trading market for our common stock, reduced liquidity, decreased analyst coverage of our common stock and an inability for us to obtain additional financing to fund our operations.

Item 1B. Unresolved Staff Comments

Not Applicable.

Item 1C. Cybersecurity

We maintain a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. This program addresses cybersecurity risks to the corporate information technology (“IT”) environment including systems, hardware, software, data, people, and processes.

The Audit Committee of the Board of Directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks. Our Head of Information Security has primary responsibility for our entity-wide information security program. Our current Head of Information Security has held that position since 2019 and has broad information technology and cybersecurity experience as a result of that role and past work experience which includes cybersecurity consulting. Our Head of Information Security regularly briefs senior leadership on our cybersecurity and information security posture including on the prevention, detection, mitigation, and remediation of cybersecurity incidents, and senior leadership will then brief the Audit Committee. In the event of an incident, we intend to follow our incident response playbook, which outlines our planned response from incident detection to mitigation, recovery and notification, including notifying functional areas (e.g. legal), as well as senior leadership and the Board, as appropriate.

Our security team is responsible for our overall information security strategy, including policy, security engineering, operations and cyber threat detection and response. Our security team has extensive experience selecting, deploying, and overseeing cybersecurity technologies, initiatives, and processes. Employees outside of our security team and third parties also have a role in our cybersecurity defenses. Such employees are given training which we believe improves our cybersecurity. We engage third parties to conduct risk assessments and evaluations of our security controls. Such risk assessment and evaluations identify, quantify, and categorize any cyber risks. In addition, we, along with third party cyber risk management specialists, develops a risk mitigation plan to address such risks, and where necessary, remediate potential vulnerabilities identified through the assessment and evaluation process.

We have processes to oversee and identify cybersecurity risks associated with the use of third party service providers in our organization’s operations. Third party cybersecurity risk management engagement also includes activities such as penetration testing, independent audits or consulting on best practices to address new challenges. We include security and privacy addendums to our contracts where applicable. We also perform third party risk management assessments to help manage the risks associated with reliance on vendors, critical service providers, and other third-parties that may lead to a service disruption or an adverse cybersecurity incident.

Our Head of Information Security and cybersecurity stakeholders regularly brief the senior leadership team on cyber vulnerabilities identified through the risk management process, the effectiveness of our cyber risk management program, the emerging threat landscape, and new cyber risks on at least an annual basis. This includes updates on our processes to prevent, detect, and mitigate cybersecurity incidents.

Notwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. We have not identified any risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our operations, business strategy, regulatory compliance, results of operations, or financial condition. The Company proactively seeks to detect and investigate unauthorized attempts and attacks against Company IT assets, data, and services, and to prevent their occurrence and recurrence where practicable through changes or updates to internal processes and tools and changes or updates to Company service delivery; however, potential ~~vulnerabilities to known or unknown threats will still remain. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks.~~

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vulnerabilities to known or unknown threats will still remain. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks.

Item 2. Properties

As of December 31, ~~2024~~2025, we ~~had one lease in California and one in New York. In Carlsbad, California we~~ have a lease for office space that is ~~partially~~we ~~sublet. We do not~~ occupy ~~the balance of the space and the space is not utilized~~ in ~~our operations. The Carlsbad lease terminates in March 2025 and will not be renewed. In~~ New York, New York ~~we have a lease for office space that we occupy~~. Though we operate our business partially in a virtual environment, we utilize our office space in New York in regular operations. To the extent we need to lease additional physical properties in the future, we believe we would be able to find suitable properties at market rates.

Item 3. Legal Proceedings

From time to time, we may be subject to claims and litigation arising in the ordinary course of business. The outcome of any litigation is inherently uncertain. Based on the Company’s current knowledge it believes that the final outcome of the matters discussed below will not likely, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows; however, in light of the uncertainties involved in such matters, there can be no assurance that the outcome of each case or the costs of litigation, regardless of outcome, will not have a material adverse effect on the Company’s business.

On ~~January~~ 30March 21, 2024, the former ~~President,~~CEO ~~Media~~and Chairman of the Company’s Board of Directors filed an action against the Company, ~~and~~members ~~Manoj~~of ~~Bhargava,~~its ~~the~~then-current ~~former~~Board ~~interim~~of ~~CEO~~Directors and ~~a principal stockholder~~Simplify, alleging claims for retaliation, breach of contract, ~~failure~~wrongful totermination ~~pay wages~~ and ~~defamation~~age discrimination, among other things, in the ~~United~~Superior ~~States District~~ Court of the ~~Southern~~State ~~District~~ of ~~New~~California ~~York,~~ seeking damages in an ~~unspecified~~ amount of $20.0 Onmillion. ~~November~~The 15Company and Board member Carlo Zola filed a Cross Complaint and Answer on June 20, 2024. Apart from Mr. Zola, the ~~Company~~remaining ~~has~~individual ~~executed~~ Board member defendants successfully filed a ~~confidential~~Motion ~~settlement~~to ~~agreement~~Quash ~~with~~Service ~~the~~of ~~former~~Summons ~~President~~based on lack of jurisdiction, ~~Media~~and ~~which~~they ~~fully~~have ~~resolved~~been dismissed from the ~~matter~~case. Simplify towas also dismissed from the ~~satisfaction~~case. ofOn September 13, 2024, the ~~parties~~ former CEO and Chairman filed an Answer to the ~~litigation~~Company’s Cross Complaint.

On ~~March~~ 21May 15, ~~2024~~2025, the former CEO and Chairman of the ~~board~~Company’s Board of ~~directors~~Directors filed ana ~~action~~First ~~against~~Amended ~~the Company~~Complaint, ~~members~~which ofadds ~~its~~a ~~board~~new cause of ~~directors and~~action ~~Simplify, alleging claims~~ for ~~retaliation,~~alleged breach of contract, ~~wrongful~~based ~~termination~~upon ~~and age discrimination, among other things, in~~ the ~~Superior~~Company’s ~~Court~~refusal ofto ~~the~~advance ~~State~~certain ofattorneys’ ~~California~~fees ~~seeking~~to ~~damages in an amount of $20~~him.0 ~~million.~~On ~~The~~May ~~Company and board member Carlo Zola filed a Cross Complaint and Answer on June 20~~28, ~~2024. Apart from Mr. Zola~~2025, the ~~remaining~~Company ~~individual board member defendants successfully~~ filed aan ~~Motion~~Answer to ~~Quash~~the ~~Service~~First ofAmended ~~Summons~~Complaint. ~~based~~The onCompany ~~lack~~intends ofto ~~jurisdiction,~~vigorously ~~and~~defend ~~they~~itself ~~have~~against ~~been dismissed from~~ the ~~case.~~allegations Onmade ~~September~~in ~~13, 2024,~~this ~~the former CEO and Chairman filed an Answer to the Company’s Cross Complaint~~lawsuit.

On April 8, 2025, the former CEO and Chairman, the Company, and Mr. Zola filed a Stipulation to allow the former CEO and Chairman to file a First Amended Complaint, which adds a new cause of action for alleged breach of contract based upon the Company’s refusal to advance certain attorneys’ fees to him. The Court has not yet approved the filing of the First Amended Complaint, and the Company will respond to the First Amended Complaint in due course. The Company intends to vigorously defend itself against the allegations made in this lawsuit.

On April 1, 2024, Authentic Brands Group, LLC, ABG-SI, LLC, and ABG Intermediate Holdings 2 LLC (collectively referred to as the “ABG Group”) filed an action against the Company and Manoj Bhargava, the former interim CEO of the Company and a principal stockholder, alleging, among other things, breach of contract in the United States District Court of the Southern District of New York seeking damages in the amount of $48.8 million (the alleged and disputed $3.8 million royalty fee liability and $45.0 million termination fee liability as reflected in current liabilities from discontinued operations).

On June 7, 2024, the Company filed a response denying ABG Group’s alleged breach of contract action and filed a counterclaim against ABG Group and Minute Media, Inc. alleging, among other things, unfair competition, misappropriation of trade secrets, unjust enrichment, breach of contract and tortious interference with contract. On August 2,2024, ABG Group filed an amended complaint which the Company responded to on August 22, 2024 and subsequently filed counterclaims against ABG Group and Sportority, Inc. d/b/a Minute Media. A settlement conference was held on December 4, 2024. On March 4, 2025, ABG Group filed a Second Amended Complaint adding allegations and additional claims against Mr. Bhargava. The allegations and claims asserted against the Company remain substantially the same as those in ABG Group’s original complaint filed April 1, 2024. On August 30, 2024, each of ABG, Minute Media, Inc., and Mr. Bhargava filed respective motions to dismiss, which motions were fully briefed as of November 1, 2024. The motions remain pending with Mr. Bhargava’s motion needing to be restated and briefed after the subsequent filing of the Second Amended Complaint. The Company intends to vigorously defend itself against the allegations made in this lawsuit.

Item 4. Mine Safety Disclosure

Not applicable.

Part II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock began trading on the NYSE American on February 9, 2022 under the symbol “AREN.” Before then, from September 21, 2021 until February 8, 2022, our common stock was quoted on the OTCM’s OTCQX trading under the symbol “MVEN.”

Holders

As of ~~April 7~~March 16, ~~2025~~2026, there were approximately ~~151~~130 holders of record of our common stock. Since many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividends

We have never paid cash dividends on our common stock, and our present policy is to retain any future earnings to support our operations ~~and~~, finance the growth and development of our business., Weand ~~do not intend to pay cash dividends on our common stock~~ for ~~the~~other ~~foreseeable future.~~general ~~Any~~corporate ~~future~~purposes ~~determination~~which ~~related~~may ~~to our dividend policy will be made at the discretion of our Board.~~

2724

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include share repurchases, acquisitions, or other strategic opportunities. We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~None.~~The following table sets forth certain information with respect to repurchases of shares of our common stock during the quarter ended December 31, 2025:

Period

Total number of shares (or units) purchased (1)

Average price paid per share (2)

Total number of shares purchased as part of publicly announced plans or programs (3)

Maximum number of shares that may yet be purchased under the plans or programs (3)

October 1-October 31, 2025

–

$–

–

3,000,000

November 1-November 30, 2025

–

3,000,000

December 1-December 31, 2025

–

3,000,000

Total

–

$–

–

3,000,000

(1) This amount includes – shares of common stock acquired at a cost of $– to satisfy employee income tax withholding associated with the vesting of restricted common stock.

(2) Average price paid per share includes broker commissions, if any.

(3) On July 31, 2025, we announced a share repurchase program under which we may repurchase up to 3 million shares of our common stock through July 31, 2026, from time to time through open-market transactions, privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans, subject to market conditions, share price, and other factors. The program may be suspended, modified, or terminated at any time. The share repurchase program will be funded through operating cash flow. As of December 31, 2025, no shares have been repurchased under this program.

Recent Sales of Unregistered Securities

None.

Use of Proceeds

None.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All dollar figures presented below are in thousands unless otherwise stated.

Overview

For an overview of the Company, see the information above presented under the section labeled “Item 1. Business,” which is in “Part I” of this Annual Report.

Key Operating Metrics

Our key operating metrics are:

	●	Revenue per page view (“RPM”) – represents the advertising revenue earned per 1,000 pageviews. 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 pageviews – represents the total number of pageviews in a given month or the average of each month’s pageviews 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.

•Revenue per page view (“RPM”) – represents the advertising revenue earned per 1,000 pageviews. 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

~~We monitor~~•Monthly ~~and~~average ~~review~~pageviews ~~our~~– ~~key~~represents ~~operating~~the ~~metrics~~total asnumber weof ~~believe~~pageviews ~~that~~in ~~these~~a ~~metrics~~given ~~are~~month ~~relevant~~or ~~for our industry and specifically to us and to understanding our business. Moreover, they form~~ the ~~basis~~average ~~for~~of ~~trends~~each ~~informing~~month’s ~~certain~~pageviews ~~predictions~~in ~~related~~a tofiscal ~~our~~quarter ~~financial~~or ~~condition. Our key operating metrics focus primarily on our digital advertising revenue~~year, which is ~~our~~calculated ~~most significant revenue stream. As indicated in the Results of Operations section below for the year ended December 31, 2024, digital advertising revenue decreased by approximately 13%,~~ as ~~compared to~~ the ~~same~~total ~~period~~number inof ~~fiscal~~page ~~2023.~~views ~~Management~~recorded ~~monitors and reviews these metrics because such metrics are readily measurable~~ in ~~real~~a ~~time~~quarter ~~and~~or ~~can~~year ~~provide~~divided ~~valuable~~by ~~insight~~three ~~into~~months ~~the~~or ~~performance~~12 ~~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~~months, ~~results of operations and future prospects~~respectively.

28We 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 pageviews. RPM is an indicator of yield and pricing driven by both advertising density and demand from our advertisers.

Monthly average pageviews 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 years ended December 31, ~~2024~~2025 and ~~2023~~2024, our RPM was $23.3184 and $2123.3531, respectively. The 92% increase in RPM reflects anfavorable ~~increase~~pricing in ~~video~~ ~~advertising~~the ~~as a percentage of total~~ digital ~~advertising as digital video advertising is sold at a significantly higher price than digital~~ display advertising. ~~For~~market ~~the~~compared ~~years~~to ~~ended December 31, 2024 and 2023, our monthly average pageviews were 332,913,662 and 394,441,158, respectively. The 16% decrease in monthly average pageviews is primarily driven by~~ the ~~cessation~~prior ~~of publishing of FanNation sites in early 2024~~year.

~~All dollar~~For ~~figures~~the ~~presented~~years ~~below~~ended ~~are~~December 31, 2025 and 2024, our monthly average pageviews were 304,387,756 and 332,913,662, respectively. The 9% decline in ~~thousands~~monthly ~~unless~~average ~~otherwise~~pageviews ~~stated~~was driven by the cessation of FanNation operations in March 2024. Excluding impact from changes with FanNation sites, organic pageviews remained relatively stable compared to the prior year.

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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~~in the Middle East and the responses thereto ~~impact~~, 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 more information regarding these risks and uncertainties, see the section titled “Risk Factors” in Part 1, Item 1A of this Annual Report on Form 10-K.

Liquidity and Capital Resources

Liquidity and Going Concern

Our accompanying 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 consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

~~For~~ In the year ended December 31, 2024, we ~~incurred~~disclosed athat ~~net~~substantial ~~loss~~doubt ~~from~~existed ~~continuing~~regarding ~~operations~~our ofability ~~$7,667,~~to ~~and~~continue as ofa ~~December~~going ~~31,~~concern ~~2024,~~due ~~had~~to ~~cash on~~recurring ~~hand~~losses, ofa $4working capital deficit,~~362~~ and limited liquidity. ~~Management~~The ~~has~~previously ~~evaluated~~disclosed working capital deficit existed due to the classification of our outstanding debt as a current liability and ~~historical~~the ~~net~~accrual ~~losses~~of several liabilities from ~~continuing~~discontinued operations to(see ~~determine~~Note if3 to the ~~significance~~ ofconsolidated ~~those~~financial ~~conditions~~statements). orWe ~~events~~continue ~~would~~to ~~limit~~improve our ~~ability~~financial toperformance ~~meet~~through ~~our~~revenue ~~obligations~~growth ~~when~~and ~~due,~~reduction ~~including~~of ~~under~~costs ~~the Loan Documents~~ and ~~Simplify~~monthly ~~Loan~~cash ~~(see~~requirements, ~~Notes~~and 17to ~~and~~maintain ~~18).~~compliance Inwith ~~its~~the ~~evaluation,~~terms ~~management~~of ~~determined~~all ~~that~~outstanding ~~substantial~~debt ~~doubt~~agreements, ~~exists~~and ~~about~~have ~~our ability~~taken actions to ~~continue~~resolve ascurrent aand ~~going~~potential ~~concern~~future ~~for~~liabilities, asuch ~~one-year~~as ~~period~~resolving ~~following~~pending ~~the~~litigation. ~~financial~~We ~~statement~~reported ~~issuance~~consecutive ~~date~~profitable ~~due~~results toin the ~~net~~third ~~loss from~~and ~~continued~~fourth ~~operations~~quarters ~~and~~of ~~working~~2024 ~~capital~~and ~~deficit~~throughout 2025.

~~There can~~As bea noresult ~~assurance~~of ~~that~~these wedevelopments, ~~will~~which beprimarily ~~able~~reflect toimprovements ~~execute~~achieved ~~plans~~during to2024 ~~rectify~~and 2025, management has concluded that the ~~recurrence~~conditions ofthat ~~net~~previously ~~losses.~~raised Ifsubstantial wedoubt ~~are~~about ~~unable~~our ability to ~~execute~~continue ~~these plans~~as a going concern no longer exist. Accordingly, itmanagement ~~could~~has ~~lead~~determined that there is no longer substantial doubt about our ability to ~~selling~~continue ~~assets~~as ~~and~~a ~~further~~going ~~reducing~~concern ~~costs~~for ~~and~~at ~~cash~~least ~~requirements~~one year from the date the financial statements are issued.

Cash and Working Capital Facility

As of December 31, ~~2024~~2025, our principal sources of liquidity consisted of cash of $410,~~362~~338 and accounts receivable from continuing operations, net of our allowance for credit losses, of $3122,~~115~~270. In addition, as of December 31, ~~2024~~2025, we had $3925,~~349~~000 available for additional use under our working capital loan with Simplify. As of December 31, ~~2024~~2025, the outstanding balance of the Simplify working capital loan was $~~10,651~~0. Our cash balance as of the issuance date of our accompanying consolidated financial statements was $313,~~556~~272.

Debt Financings and Obligations

The following table summarizes information about our term debt:

	~~As of December 31,~~						As of December 31,
	2024			2023
							2025		2024
Total debt obligations, gross	$	~~121,342~~		$	~~130,300~~		$	97,691	$	121,342
Weighted-average interest rate		~~10.4~~	%		~~10.5~~	%	10.8%		10.4%
Weighted-average term (in months) (1)		24			N/A
Weighted-average term (in months)							24		24
Simplify Loan facility capacity (2)	$	50,000		$	-
Simplify Loan facility capacity							$	25,000	$	50,000
Simplify Loan facility availability	$	~~39,349~~		$	-		$	25,000	$	39,349

(1)	As of December 31, 2023, the term debt (further details are provided in our accompanying consolidated financial statements in Note 18, Term Debt) was currently due as a result of an event of default that was subsequently resolved.
(2)	As of December 31, 2024, the Simplify Loan facility has a maturity date of December 1, 2026.

~~Debt Activity~~Table –of ~~During the year ended December 31, 2024, we took steps to extend our debt maturities. Our debt activity during the year ended December 31, 2024 was as follows:~~Contents

●Debt OnActivity August 19, 2024, in connection with the March 13, 2024 amendment to the Simplify Loan facility, which bears interest at 10% per annum of the amount advanced, we entered into an Amended Promissory Note and a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Simplify, whereby during the year ended December 31, 2024 we borrowed $25,651 under the Simplify Loan, of which $15,000 was exchanged for shares of our common stock in August 2024. As of December 31, 2024, the balance outstanding on the Simplify Loan was $10,651.

●Our Wedebt ~~repaid~~activity ~~$20,027~~during ~~under~~the ~~our~~year ~~line~~ended ofDecember 31, ~~credit.~~2025 was as follows:

~~Our debt~~•On ~~activity~~December ~~during~~31, 2025, the ~~year~~Company ~~ended~~entered into Amendment No. 2 to Loan Documents with Simplify, which reduced the maximum principal amount available under the Simplify Loan to $25,000 and extended the maturity date to December 1, 2027. All other material terms and conditions of the Simplify Loan, as previously disclosed, remain unchanged. As of December 31, ~~2023~~2025, nothing was asoutstanding ~~follows:~~on the Simplify Loan.

●•During Wethe ~~borrowed~~year ended December 31, 2025, we repaid $810,~~000~~651 under our ~~Bridge~~line ~~Notes~~of credit.

●•During Wethe ~~drew~~year ~~down~~ended $5December 31,~~517~~ ~~under~~2025, we extended the maturities for our ~~line~~Term ofDebt ~~credit~~(as defined in the notes to consolidated financial statements) to December 31, 2027 and made a $13,000 curtailment payment.

~~Future Debt~~Our ~~Obligations – As of December 31, 2024, our future contractual~~ debt ~~obligations~~activity ~~were~~during ~~$121,342,~~the ~~with~~year ~~$10,651~~ended ~~maturing on~~ December 1 31, ~~2026~~2024 ~~and~~was ~~$110,691~~as ~~maturing on December 31, 2026.~~follows:

~~Off-Balance Sheet~~•On ~~Arrangements~~August 19, 2024, in connection with the March 13, 2024 amendment to the Simplify Loan facility, which bears interest at 10% per annum of the amount advanced, we entered into an Amended Promissory Note and a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Simplify, whereby during the year ended December 31, 2024 we borrowed $25,651 under the Simplify Loan, of which $15,000 was exchanged for shares of our common stock in August 2024. As of December 31, 2024, the balance outstanding on the Simplify Loan was $10,651.

~~None~~Future Debt Obligations – As of December 31, 2025, our future contractual debt obligations were $97,578 maturing on December 31, 2027.

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 7, Leases, Note 14, Liquidated Damages Payable, and Note 1817, Term Debt, in our accompanying consolidated financial statements for amounts outstanding as of December 31, ~~2024~~2025, related to leases, liquidated damages, bridge financing and long-term debt.

~~During 2022,~~Working weCapital ~~assumed~~Surplus a lease for office space in Carlsbad, California, that expired in March 2025. As of December 31, 2024 we remained responsible for $360 for the remaining lease term. We entered into two subleases that will pay us an aggregate of $36, net of security deposits, through March 2025.(Deficit)

~~Working Capital~~We ~~Deficit~~have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital surplus (deficit) as of December 31, 2025 and 2024 was as follows:

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital deficit as of December 31, 2024 and 2023 was as follows:


	As of December 31,
	2025		2024
Current assets	$	35,630	$	40,234
Current liabilities	(17,003)		(122,256)
Working capital surplus (deficit)	18,627		(82,022)

	As of December 31,
	2024			2023
Current assets	$	40,234		$	90,399
Current liabilities		(122,256	)		(236,021	)
Working capital deficit		(82,022	)		(145,622	)

As of December 31, 2025, we had a working capital surplus of $18,627 (consisting of $35,630 in total current assets and $17,003 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.

As of December 31, 2024, we had a working capital deficit of $82,022, as compared to $145,622 as of December 31, 2023, consisting of $40,234 in total current assets and $122,256 in total current liabilities. As of December 31, 2023, our working capital deficit consisted of $90,399 in total current assets and $236,021 in total current liabilities.28

~~Our cash~~Table ~~flows during the years ended December 31, 2024 and 2023 consisted~~ of ~~the following:~~Contents

	Years Ended December 31,
	2024			2023
Net cash used in operating activities	$	(16,076	)	$	(24,772	)
Net cash used in investing activities		(5,175	)		(3,212	)
Net cash provided by financing activities		16,329			22,895
Net (decrease) in cash, cash equivalents, and restricted cash	$	(4,922	)	$	(5,089	)
Cash, cash equivalents, and restricted cash, end of year	$	4,362		$	9,284

Our cash flows during the years ended December 31, 2025 and 2024 consisted of the following:

For the year ended December 31, 2024, net cash used in operating activities was $16,076, consisting primarily of $147,507 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $17,837 of cash paid for interest, offset by $149,268 of cash received from customers. For the year ended December 31, 2023, net cash used in operating activities was $24,772, consisting primarily of $239,737 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees and professional services, and $12,101 of cash paid for interest, offset by $227,066 of cash received from customers.


	As of December 31,
	2025		2024
Net cash provided by (used in) operating activities	$	39,246	$	(16,076)
Net cash used in investing activities	(9,590)		(5,175)
Net cash (used in) provided by financing activities	(23,680)		16,329
Net increase (decrease) in cash and cash equivalents	$	5,976	$	(4,922)
Cash and cash equivalents, end of period	$	10,338	$	4,362

For the year ended December 31, ~~2024~~2025, net cash ~~used~~provided inby ~~investing~~operating activities was $539,~~175~~246, consisting primarily of ~~(i)~~ $5489,496 ~~for~~of ~~purchase~~cash ofpaid ~~property~~to employees, Publisher Partners, Expert Contributors, suppliers, and ~~equipment~~ vendors, and ~~(ii)~~for revenue share arrangements, professional services, and $511,~~121~~551 ~~for~~of ~~capitalized~~cash ~~costs~~paid for ~~our~~interest, ~~Platform~~offset by $140,293 of cash received from customers. For the year ended December 31, ~~2023~~2024, net cash used in ~~investing~~operating activities was $316,~~212~~076, consisting primarily of $3147,~~773~~507 ~~for~~of ~~capitalized~~cash ~~costs~~paid ~~for~~to ~~our~~employees, ~~Platform~~Publisher Partners, Expert Contributors, suppliers, and ~~$500~~vendors, and for ~~the~~revenue ~~acquisition~~share arrangements, advance of aroyalty ~~business~~fees, and professional services, and $17,837 of cash paid for interest, offset by $1149,~~061 from~~268 ~~the~~of ~~sale~~cash ofreceived ~~assets~~from customers.

For the year ended December 31, 2025, net cash used in investing activities was $9,590, consisting of (i) $2,550 for purchase of intangible assets and (ii) $7,040 for capitalized costs for our Platform. For the year ended December 31, 2024, net cash used in investing activities was $5,175, consisting of $5,121 for capitalized costs for our Platform and $54 for purchase of property and equipment.

For the year ended December 31, 2025, net cash used in financing activities was $23,680, primarily consisting of (i) $13,000 curtailment payment of our term debt, (ii) $10,651 repayment of the Simplify Loan, (iii) $29 for tax payments relating to the withholding of shares of common stock for certain employees. For the year ended December 31, 2024, net cash provided by financing activities was $16,329, primarily 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) $534 for tax payments relating to the withholding of shares of common stock for certain employees and (iv) $200 payment of deferred cash payments for an acquisition, less (v) $12,000 in net proceeds from the common stock private placement, and (vi) $25,651 in net proceeds from our working capital loan with Simplify. For the year ended December 31, 2023, net cash provided by financing activities was $22,895, consisting primarily of $11,333 (excluding accrued offering costs of $167) in net proceeds from the public offering of common stock, $5,517 from borrowings under our Arena Credit Agreement, $7,543 (excluding debt issuance costs of $457) in net proceeds from issuance of our bridge notes; offset by $1,423 tax payments relating to the withholding of shares of common stock for certain employees, and $75 payment of deferred cash payments for an acquisition.

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Results of Operations

Comparison of Fiscal ~~2024~~2025 to Fiscal ~~2023~~2024

	~~Years Ended December 31,~~						Years Ended December 31,	~~2024 versus 2023~~							2025 versus 2024
	2024			2023				$ Change				% Change
							2025			2024					$ Change		% Change
Revenue	$	~~125,907~~		$	~~143,630~~		$	$134,828	~~(17,723~~	)$	125,907		~~-12.3~~	%	$	8,921	7.1	%
Cost of revenue		~~70,189~~			~~88,357~~		66,479		~~(18,168~~	)70,189			~~-20.6~~	%	(3,710)		-5.3	%
Gross profit		~~55,718~~			~~55,273~~		68,349		~~445~~	55,718			~~0.8~~	%	12,631		22.7	%
Operating expenses
Selling and marketing		~~12,548~~			~~24,263~~		7,033		~~(11,715~~	)12,548			~~-48.3~~	%	(5,515)		-44.0	%
General and administrative		~~30,399~~			~~43,783~~		17,056		~~(13,384~~	)30,399			~~-30.6~~	%	(13,343)		-43.9	%
Depreciation and amortization		~~3,704~~			~~4,243~~		3,469		~~(539~~	)3,704			~~-12.7~~	%	(235)		-6.3	%
Loss on impairment of assets		~~1,198~~			~~119~~		–		~~1,079~~	1,198			~~906.7~~	%	(1,198)		-100.0	%
Loss on sale of assets		-			325				(325	)			100.0	%
Total operating expenses							27,558			47,849					(20,291)		-42.4	%
Total operating expenses		47,849			72,733				(24,884	)			-34.2	%
Income from operations							40,791			7,869					32,922		418.4	%
Income (loss) from operations		7,869			(17,460	)			25,329				-145.1	%
Total other expense							(11,663)			(15,287)					3,624		23.7	%
Total other expenses		(15,287	)		(19,558	)			4,271				-21.8	%
Income (loss) before income taxes							29,128			(7,418)					36,546		492.7	%
Loss before income taxes		(7,418	)		(37,018	)			29,600				-80.0	%
Income tax provision							(520)			(249)					(271)		-108.8	%
Income tax benefit		(249	)		(197	)			(52	)			26.4	%
Income (loss) from continuing operations							28,608			(7,667)					36,275		473.1	%
Net loss from continuing operations		(7,667	)		(37,215	)			29,548				-79.4	%
Income (loss) from discontinued operations, net of tax							96,250			(93,043)					189,293		203.4	%
Net loss from discontinued operations, net of tax		(93,043	)		(18,367	)			(74,676	)			406.6	%
Net income (loss)							$	124,858		$	(100,710)				$	225,568	224.0	%
Net loss	$	(100,710	)	$	(55,582	)		$	(45,128	)			81.2	%

For the year ended December 31, ~~2024~~2025, the net ~~loss~~income from continuing operations improved $2936,~~548~~275 to $728,~~667~~608, as compared to our prior period net loss of $377,~~215~~667. This improvement was primarily due to a $2420,~~884~~291 decrease in operating expenses asand aan ~~result~~$8,921 increase in revenue. These changes reflect the impact of ~~headcount~~ adopting the entrepreneurial publishing model, whereby Expert Contributors are compensated based on a variable RPM share, throughout the portfolio and cost-savings initiatives including reductions in headcount, consulting spend ~~reductions~~and other operating costs.

Revenue and Gross Profit

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

	~~Years Ended December 31,~~				Years Ended December 31,	~~2024 versus 2023~~							2025 versus 2024
	2024		2023			$ Change				% Change
					2025			2024					$ Change		% Change
Revenue	$	~~125,907~~	$	~~143,630~~	$	$134,828	~~(17,723~~	)$	125,907		~~-12.3~~	%	$	8,921	7.1	%
Cost of revenue		~~70,189~~		~~88,357~~	66,479		~~(18,168~~	)70,189			~~-20.6~~	%	(3,710)		-5.3	%
Gross profit	$	~~55,718~~	$	~~55,273~~	$	$68,349	~~445~~	$	55,718		~~0.8~~	%	$	12,631	22.7	%

For the year ended December 31, ~~2024~~2025, we had gross profit of $5568,~~718~~349, as compared to $55,~~273~~718 for the year ended December 31, ~~2023~~2024, an increase of $~~445~~12,631. Gross profit percentage for the year ended December 31, ~~2024~~2025 was 4450.37%, as compared to 3844.53% for the year ended December 31, ~~2023~~ 2024.

32The increase in gross profit was driven by 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. In addition, the increase in gross profit percentage is attributable to the ability to scale costs under the variable cost structure associated with the entrepreneurial 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 increase in gross profit percentage was driven by a higher mix of revenue from video advertising as a percentage of total digital advertising, as digital video advertising is sold at a significantly higher price than digital display advertising in combination with headcount and consulting spend reductions.30

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The following table sets forth revenue from continuing operations by category:

	~~Years Ended December 31,~~				Years Ended December 31,				2025 versus 2024
	2024		2023
					2025		2024		$ Change		% Change
Digital revenue:
Digital advertising	$	~~93,008~~	$	~~106,282~~	$	86,944	$	93,008	$	(6,064)	-6.5	%
Digital subscriptions		~~7,800~~		~~11,956~~	5,848		7,800		(1,952)		-25.0	%
Licensing and Publisher Revenue		7,914		10,941
Publisher Revenue					19,492		7,914		11,578		146.3	%
Performance Marketing		~~10,927~~		~~3,449~~	19,639		10,927		8,712		79.7	%
Other digital revenue		~~5,185~~		~~1,495~~	1,884		5,185		(3,301)		-63.7	%
Total digital revenue		~~124,834~~		~~134,123~~	133,807		124,834		8,973		7.2	%
Print revenue		~~1,073~~		~~9,507~~	1,021		1,073		(52)		-4.8	%
Total revenue	$	~~125,907~~	$	~~143,630~~	$	134,828	$	125,907	$	8,921	7.1	%

For the year ended December 31, ~~2024~~2025, total revenue ~~decreased~~increased $178,~~723~~921, or a 127.31% ~~decrease~~increase, to $~~125~~134,~~907~~828 from $~~143~~125,~~630~~907 for the year ended ~~December~~ December 31, ~~2023~~2024. This reflected a decrease in print revenue of $~~8,434~~52 due primarily to the shutdown of Athlon Outdoor print operations and a 67.92% ~~decrease~~increase in digital revenue from $~~134~~124,~~123~~834 for the year ended December 31, ~~2023~~2024 to $~~124~~133,~~834~~807 for the year ended December 31, ~~2024~~ ~~driven primarily by the cessation of publishing of the FanNation sites in early 2024~~2025.

~~The primary~~Performance ~~drivers~~marketing ofrevenue ~~the~~increased ~~decrease~~by ~~include a~~ $138,~~274~~712 ~~decrease~~reflecting inthe ~~our~~strategic ~~digital~~expansion ~~advertising~~of ~~revenue~~our ~~driven~~affiliate ~~primarily~~partner bynetwork ~~the~~and ~~cessation~~higher ~~of publishing~~affiliate ofcontent ~~FanNation~~output ~~sites~~across ina ~~early~~broader ~~2024,~~and amore ~~decrease~~diverse inbrand ~~our~~portfolio. ~~digital~~Publisher ~~subscriptions~~revenue ofalso rose by $411,~~156~~578 due to aour ~~decline~~focus ~~in subscribers~~on monetizing premium content through syndication partnerships. These ~~decreases~~increases were partially offset by ana ~~increase~~$6,064 decrease in ~~performance~~our ~~marketing~~digital advertising revenue ~~that increased~~driven by ~~$7,478~~the ~~due~~cessation toof ~~growth~~publishing ofFanNation ~~our~~sites ~~affiliate~~in ~~partner~~early ~~network~~2024, and ~~expansion~~a decrease in other digital revenue of $3,301 due to the ~~performance~~impact ~~marketing~~of ~~model~~a ~~across~~licensing ~~our portfolio~~agreement ~~and~~that anwas ~~increase~~recognized in ~~other~~the ~~digital~~year ~~revenue~~ended ofDecember $331,~~690~~ 2024.

Cost of Revenue

The following table sets forth cost of revenue from continuing operations by category:

	Years Ended December 31
							Years Ended December 31,
	2024			2023
							2025		2024
External cost of content	$	~~20,248~~		$	~~27,093~~		$	22,820	$	20,248
Internal cost of content		~~26,103~~			~~27,131~~		23,598		26,103
Technology costs		~~16,701~~			~~21,376~~		14,280		16,701
Printing, distribution and fulfillment costs		~~890~~			~~3,602~~		(107)		890
Amortization of developed technology and platform development		5,988			8,782
Other							5,888		6,247
Other		259			373
Total cost of revenue							$	66,479	$	70,189
Total cost of revenue	$	70,189		$	88,357
Total cost of revenues as a percentage of revenues							49%		56%
Total cost of revenues as a percentage of revenues		56	%		62	%

For the year ended December 31, ~~2024~~2025, we recognized cost of revenue of $7066,~~189~~479, as compared to $8870,~~357~~189 for the year ended December 31, ~~2023~~ 2024, representing ana ~~increase~~decrease of $183,~~168~~710. Cost of revenue for the year ended December 31, ~~2024~~2025 was impacted by ~~decreases~~an increase in ~~printing,~~ ~~distribution~~external ~~and~~cost ~~fulfillment~~of ~~costs~~content of $2,~~712~~572 ~~due~~reflecting to the ~~shutdown~~variable nature of ~~Athlon~~these ~~Outdoor~~expenses ~~print~~which ~~operations~~fluctuate proportionally to digital advertising revenues, a ~~decrease~~$2,505 reduction in ~~the amortization~~internal ofcontent ~~developed~~costs ~~technology~~due ~~and~~to ~~platform~~efficiencies ~~development~~gained ~~costs~~from ofa $2smaller internal editorial team enabled by our entrepreneurial publishing model,~~794,~~ a $2,421 decrease in technology ~~costs~~cost ofresulting ~~$4,675,~~from ~~internal~~ cost ofrationalization ~~content~~and ofreduced $1outside spend,~~028,~~ ~~and~~a ~~external~~$997 ~~cost~~decrease ofin ~~content~~printing, ofdistribution ~~$6,845~~and ~~driven~~fulfillment bycosts ~~the~~due ~~cessation~~to ofthe ~~publishing~~shutdown of ~~FanNation~~Athlon ~~sites~~Outdoor inprint ~~early 2024~~operations, and ~~a decrease in~~ other ~~costs~~cost ofreductions ~~revenue~~ of $~~114~~359.

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Operating Expenses

Selling and Marketing

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

	~~Years Ended December 31,~~						Years Ended December 31,
	2024			2023
							2025			2024
Selling and marketing	$	~~12,548~~		$	~~24,263~~		$	7,033		$	12,548
Selling and marketing as a percentage of revenues		10	%		17	%	5		%	10		%

For the year ended December 31, ~~2024~~2025, we incurred selling and marketing costs of $127,~~548~~033 as compared to $2412,~~263~~548 for the year ended December 31, ~~2023~~2024. The decrease in selling and marketing costs of $115,~~715~~515 is primarily related to decreases in payroll and employee benefits costs of $63,~~976~~446 due to a reduction in direct sales workforce. In addition, there were ~~decreases~~a decrease in ~~professional~~advertising ~~marketing~~costs ~~services~~ of $21,~~139~~453, ~~advertising~~ ~~costs~~a ofdecrease ~~$887,~~in ~~circulation~~other ~~costs~~selling and marketing expenses of $~~906~~250, ~~and~~a ~~stock-based~~decrease ~~compensation~~in circulation costs of $1241,~~011;~~ ~~partially~~and ~~offset~~a bydecrease ~~other~~in ~~selling~~stock-based ~~and~~compensation ~~marketing expenses~~ of $~~204~~138.

General and Administrative

The following table sets forth general and administrative expenses from continuing operations:

	~~Years Ended December 31,~~						Years Ended December 31,
	2024			2023
							2025		2024
General and administrative	$	~~30,399~~		$	~~43,783~~		$17,056		$30,399
General and administrative as a percentage of revenues		24	%		30	%	13	%	24	%

For the year ended December 31, ~~2024~~2025, we incurred general and administrative costs of $3017,~~399~~056 as compared to $4330,~~783~~399 for the year ended ~~December~~ December 31, ~~2023~~2024. The $13,~~384~~343 decrease in general and administrative expenses is primarily ~~due~~driven toby ~~decreases~~a ~~in stock-based compensation of~~ $94,~~495,~~219 ~~and~~reduction in payroll and related expenses ~~of $2,987~~ as a result of headcount ~~and consulting spend~~ reductions, ~~and~~ a ~~decrease~~$4,921 decline in ~~other general~~professional ~~and~~services ~~administrative~~including ~~expenses~~accounting, oflegal ~~$851;~~and ~~partially~~insurance, ~~offset~~a by$1,039 andecrease ~~increase~~ in ~~professional~~stock-based ~~services~~compensation, ~~including~~and ~~accounting,~~a ~~legal~~ reduction in other general and ~~insurance~~administrative expenses of $513,164.

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 Arena-level activities. The brand Men's Journal is organized under the subject matter vertical of Sports & Leisure for the year ending December 31, 2025. Accordingly, segment‑level year‑over‑year comparisons reflect this reclassification, with prior periods recast to conform to the current‑period presentation.

The following table sets forth revenue by segment:

	~~Years Ended December 31,~~				Years Ended December 31,
	2024		2023
					2025		2024
Segment revenue:
Sports & Leisure	$	42,449	$	65,984
Sports and leisure					$	47,321	$	50,831
Finance		~~27,734~~		~~29,638~~	38,250		27,734
Lifestyle		~~39,865~~		~~36,836~~	37,996		31,483
Platform		15,859		11,172
Platform and other					11,261		15,859
Total revenue	$	125,907	$	143,630
Total Revenue					$	134,828	$	125,907

Sports & Leisure – decrease of $233,~~535~~510 iswas driven by a $6,064 decrease in digital advertising revenue due to the cessation of publishing of FanNation sites in early 2024 ~~and~~partially ~~the~~offset ~~shutdown of~~by ~~Athlon~~an ~~Outdoor~~increase ~~print~~in ~~operations~~publisher ~~partially~~revenue ~~offset~~due byto ~~the~~expansion ~~growth~~ of ~~Athlon~~our ~~Sports.~~

~~Finance– decrease of $1,904 is primarily driven by a decrease in digital subscription revenues partially offset by an increase in performance marketing revenues.~~32

~~Lifestyle–~~Table ~~increase~~ of ~~$3,029 is driven primarily by an increase in performance marketing revenues.~~Contents

~~Platform–~~publisher revenue network and an increase ofin ~~$4,687~~performance ismarketing ~~driven~~revenue bydue anto ~~increase~~growth inof ~~digital~~our ~~advertising~~affiliate partner network and ~~other~~expansion ~~revenues~~of the performance marketing model within the Sport & Leisure vertical.

34Finance – increase of $10,516 was driven by the implementation of the entrepreneurial publishing model in Q2 2025. This transition led to a $7,265 increase in digital advertising revenue, an increase of $4,187 in performance marketing revenue, and an increase of $1,128 in publisher revenues. These increases were partially offset by a $1,927 decrease in digital subscription revenue as we transition our portfolio toward more efficient, ad-supported monetization channels.

Lifestyle – increase of $6,513 was primarily driven by the implementation of the entrepreneurial publishing model in Q2 2025. This transition led to growth of $3,543 in our publisher revenue, an increase of $2,276 in performance marketing revenue, and an increase of $341 in digital advertising revenue.

Platform & Other– decrease of $4,598 reflects a reduction in underperforming partner sites and a decrease in other digital revenue of $3,301 due to the impact of a licensing agreement that was recognized in the year ended December 31, 2024.

Segment Gross Profit

The following table sets forth segment gross profit:

	~~Years Ended December 31,~~				Years Ended December 31,
	2024		2023
					2025		2024
Gross profit:
Sports and leisure	$	~~20,089~~	$	~~33,326~~	$	29,269	$	24,392
Finance		~~18,348~~		~~17,064~~	24,990		18,348
Lifestyle		~~24,656~~		~~22,030~~	22,606		20,353
Platform		6,390		2,033
Platform and other					2,561		6,390
Segment gross profit	$	~~69,483~~	$	~~74,453~~	$	79,426	$	69,483

Sports & Leisure – ~~decrease~~increase of $134,~~237~~877 isor ~~due~~20.0%, todriven ~~the~~by ~~cessation~~growth ~~of publishing of FanNation sites~~ in ~~early~~high-margin ~~2024~~publisher and ~~the~~performance ~~shutdown of~~marketing ~~Athlon~~revenue ~~Outdoor~~streams. ~~print~~These ~~operations~~gains were partially offset by increased external content costs associated with the ~~growth~~implementation of ~~Athlon~~the ~~Sports~~competitive publishing model at Men’s Journal.

Finance – increase of $16,~~284~~642 isor ~~primarily~~36.2%, driven by angrowth ~~increase~~in digital advertising revenue following the implementation of the entrepreneurial publishing model, and growth in cost-efficient and high-margin publisher and performance marketing revenues. ~~which~~These ~~require~~gains ~~less~~were partially offset by higher external content &costs ~~editorial spending~~reflecting ~~than~~the ~~other~~variable ~~revenue~~nature ~~streams~~of these expenses which fluctuate proportionally to digital advertising revenues.

Lifestyle – increase of $2,~~626~~253 isor 11.1%, driven ~~primarily~~ by angrowth ~~increase~~ in ~~performance~~cost-efficient ~~marketing~~and ~~revenues~~high-margin ~~which~~publisher ~~require~~and ~~less~~performance ~~content~~marketing ~~& editorial spending than other revenue streams~~revenues.

Platform & Other – ~~increase~~decrease of $43,~~357~~829 isreflects ~~driven~~a byreduction anin ~~increase~~underperforming partner sites and a decrease in other digital ~~advertising~~revenue ~~and~~due ~~other~~to ~~revenues~~the ~~with~~impact ~~controlled~~of ~~cost~~a licensing agreement that was recognized in the year ended December 31, 2024.

The following table reconciles segment gross profit to gross profit:

	~~Years Ended December 31,~~						Years Ended December 31,
	2024			2023
							2025		2024
Segment gross profit	$	~~69,483~~		$	~~74,453~~		$	79,426	$	69,483
Arena level activities:
Arena level activities
Internal cost of content		~~(2,021~~	)		~~(2,962~~	)	(1,204)		(2,021)
Technology costs		~~(5,756~~	)		~~(7,436~~	)	(4,455)		(5,756)
Amortization of developed technology and platform development		~~(5,988~~	)		~~(8,782~~	)	(5,418)		(5,988)
Gross profit	$	~~55,718~~		$	~~55,273~~		$	68,349	$	55,718

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Other Expenses

The following table sets forth other expenses:

	~~Years Ended December 31,~~						Years Ended December 31,
	2024			2023
							2025		2024
Change in fair value of contingent consideration	$	~~(313~~	)	$	~~(1,010~~	)	$	—	$	(313)
Interest expense, net		(14,668	)		(17,965	)
Interest expense							(11,358)		(14,668)
Liquidated damages		~~(306~~	)		~~(583~~	)	(305)		(306)
Total other expenses	$	(15,287	)	$	(19,558	)
Total other expense							$	(11,663)	$	(15,287)

Change in Fair Value of Contingent Consideration– the change in fair value of contingent consideration of $313 for the year ended December 31, 2024 represents the change in fair value of the put option on our common stock in connection with the acquisition of Fexy Studios (as further described in Note 4, Acquisitions and Dispositions, in our accompanying consolidated financial statements). As part of that acquisition consideration, we issued 274,692 shares of our common stock, which was subject to a put option under certain conditions (as further described in Note 1615, Fair Value Measurement in our accompanying consolidated financial statements).

Interest Expense– we incurred interest expense, ~~net~~ of $1411,~~668~~358 for the year ended December 31, ~~2024~~2025, as compared to $1714,~~965~~668 for the year ended ~~December~~ December 31, ~~2023~~2024. The $3,310 decrease in interest expense ofreflects ~~$3,297~~lower ~~was~~interest ~~primarily~~charges ~~from~~following ~~lower~~repayments ~~amortization~~ of ~~debt~~the ~~costs~~Simplify ~~and~~Loan ~~lower~~throughout ~~interest charges~~2025. onThe ~~the~~Simply ~~line~~Loan was fully repaid as of ~~credit~~December 31, 2025.

Liquidated Damages– we recorded liquidated damages of $~~306~~305 for the year ended December 31, ~~2024~~2025, as compared to $~~583~~306 for the year ended December 31, ~~2023. The decrease of $277 in liquidated damages recorded for the year ended December 31,~~ 2024~~, is primarily because in 2023 we had an assessment under certain agreements as a result of filing a registration statement outside of the agreed upon filing deadline~~.

Income Taxes

Income Taxes– for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we recorded an income tax provision of $~~249~~520 and $~~197~~249, respectively, primarily related to tax deductible goodwill.

For further details refer to Note 2321, Income Taxes, in our accompanying consolidated financial statements.

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, and (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 measures 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;~~

36•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~~•does ~~table~~not ~~presents~~reflect astock-based ~~reconciliation~~compensation ofand, ~~Adjusted EBITDA to net loss~~therefore, ~~which~~does isnot ~~the~~include ~~most~~all ~~directly~~of ~~comparable~~our ~~GAAP~~compensation ~~measure, for the periods indicated:~~costs;

	Years Ended December 31,
	2024			2023
Net loss	$	(100,710	)	$	(55,582	)
Loss from discontinued operations, net of tax		93,043			18,367
Loss from continuing operations		(7,667	)		(37,215	)
Add (deduct):
Interest expense, net (1)		14,668			17,965
Income tax provision (benefit)		249			197
Depreciation and amortization (2)		9,692			13,025
Stock-based compensation (3)		2,425			16,292
Change in fair value of contingent consideration (4)		313			1,010
Liquidated damages (5)		306			583
Loss on impairment of assets (6)		1,198			119
Loss on sale of assets (7)		-			325
Employee retention credit (8)		-			(3,890	)
Employee restructuring expenses (9)		5,776			3,570
Professional and vendor fees (10)		-			1,194
Adjusted EBITDA	$	26,960		$	13,175

•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;

(1) Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $658 and $2,378 for amortization of debt discounts for the years ended December 31, 2024 and 2023, respectively, as presented in our consolidated statements of cash flows, which are noncash items. Investors should note that interest expense will recur in future periods.34

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	(2)	Depreciation and amortization related to our developed technology and Platform is included within cost of revenue of $5,988 and $8,782, for the years ending December 31, 2024 and 2023, respectively, and depreciation and amortization is included within operating expenses of $3,704 and $4,243 for the years ending December 31, 2024 and 2023, 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)	Change in fair value of contingent consideration represents the change in the put option on our common stock in connection with the acquisition of Fexy Studios.
	(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)	Loss on sale of assets represents non-recurring losses for sale of assets.
	(8)	Employee retention credit represents payroll related tax credits under the CARES Act.
	(9)	Employee restructuring payments represents severance payments to employees under employer restructuring arrangements and payments to our former Chief Executive Officer for the years ended December 31, 2024 and 2023, respectively.
	(10)	Professional and vendor fees represents fees that are nonrecurring in connection with the Business Combination resulting in a change of control, including fees incurred by consultants, accountants, lawyers.

•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 payments related to employee severance and employee restructuring changes for our former executives; 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:


	Years Ended December 31,
	2025		2024
Net income (loss)	$	124,858	$	(100,710)
Less: Income (loss) from discontinued operations	96,250		(93,043)
Income (loss) from continuing operations	28,608		(7,667)
Add:
Interest expense (net) (1)	11,358		14,668
Income taxes	520		249
Depreciation and amortization (2)	8,887		9,692
Stock-based compensation (3)	485		2,425
Change in valuation of contingent consideration (4)	–		313
Liquidated damages (5)	305		306
Loss on impairment of assets (6)	–		1,198
Employee restructuring payments (7)	1,344		5,776
Adjusted EBITDA	$	51,507	$	26,960

(1)Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $142 and $658 for amortization of debt costs for the years ended December 31, 2025 and 2024, respectively, as presented in our 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 Platform is included within cost of revenue and totaled $5,418 and $5,988 for the years ending December 31, 2025 and 2024, respectively. Depreciation and amortization related to intangible assets and property & equipment is included within operating expenses and totaled $3,469 and $3,704 for the years ending December 31, 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.

(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.

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(4)Change in fair value of contingent consideration represents the change in the put option on our common stock in connection with the acquisition of Fexy Studios.

(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 for the years ended December 31, 2025 and 2024, respectively.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition, platform development, and impairment of goodwill. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2, Summary of Significant Accounting Policies, in our accompanying consolidated financial statements.

Our discussion and analysis of the financial condition and results of operations is based upon our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, which have been prepared in accordance with GAAP. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Revenue

In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We generate all of our revenue from contracts with customers. We have determined we are the principal in the majority of our transactions with our customers and therefore we generally account for revenue on a gross as compared to a net basis, in our statement of operations. We have made this determination based on our control of the advertising inventory and the ability to monetize the advertising inventory or publications and determine price before transfer to the customer and because we are also the primary obligor responsible for providing the services to the customer. Significant costs of revenue are presented as a separate line item on the consolidated statements of operations.

The following is a description of the principal activities from which we generate revenue:

Advertising Revenue

Digital Advertising– we recognize revenue from digital advertisements at the point when each ad is viewed. We enter into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with our various channels. The quantity of advertisements, the impression bid prices, and revenue are reported on a real-time basis to our partners. Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end. We owe our independent Publisher Partners and certain Expert Contributors a revenue share of the advertising revenue earned for their services, which is recorded as service costs in the same period in which the associated advertising revenue is recognized.

Advertising revenue that is comprised of fees charged for the placement of advertising on the websites that we own and operate, is recognized as the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably assured.

Print Advertising – advertising related revenues for print advertisements are recognized when advertisements are published (defined as an issue’s on-sale date), net of provisions for estimated rebates, rate adjustments, and discounts.

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Performance Marketing

Performance Marketing transactions involve the promotion of other companies’ products and services over the internet through digital advertising platforms. We include links to products and services in our display content on the Platform. When a consumer clicks on the links and completes a purchase of a product or performs a specific action, such as signing up for a service, the Company earns commissions by promoting products and services through affiliate links. The promise to integrate links in our display content on the Platform is delivered when a consumer clicks on the links and completes a purchase.

Digital Subscription Revenue

Digital subscription revenue is generated by entering into contracts with internet users that subscribe to premium content on our owned and operated media channels and facilitate such contracts between internet users and our Publisher Partners. These contracts provide internet users with a membership subscription to access the premium content. For subscription revenue generated by our independent Publisher Partners’ content, we owe our Publisher Partners a revenue share of the membership subscription revenue earned, which is initially deferred and recorded as deferred contract costs. We recognize deferred contract costs over the membership subscription term in the same pattern that the associated membership subscription revenue is recognized.

Digital subscription revenue generated from our websites that we own and operate are charged to customers’ credit cards or are directly billed to corporate subscribers, and are generally billed in advance on a monthly, quarterly or annual basis. We calculate net subscription revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed credit card charges. Net subscription revenue is recognized ratably over the subscription periods. Unearned revenue relates to payments for subscription fees for which revenue has not been recognized because services have not yet been provided.

Print Revenue

Print revenue includes single copy sales at newsstands.

Single copy revenue is recognized on the publication’s on-sale date, net of provisions for estimated returns. We base our estimates for returns on historical experience and current marketplace conditions.

Licensing and Publisher Revenue

Content licensing-based revenues and publisher revenues, primarily revenue shares and license exclusivity agreements, are accrued generally monthly or quarterly based on a sales-based or usage-based royalty promised in exchange for a license of intellectual property. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners. These adjustments are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically earned evenly over the fiscal year or are recognized upfront if materially different than the actual usage pattern. Revenue associated with sales-based or usage-based royalties where the customer is expected to exceed the minimum guarantees are recognized in the same period in which the underlying sales or usage occurs.

Contract Modifications

We occasionally enter into amendments to previously executed contracts that constitute contract modifications. We assess each of these contract modifications to determine:

● •if the additional services and goods are distinct from the services and goods in the original arrangement; and

● •if the amount of consideration expected for the added services or goods reflects the stand-alone selling price of those services and goods.

A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract and the creation of a new contract, or a cumulative catch-up basis.

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Platform Development

For the years presented, substantially all of our technology expenses are development costs for our Platform that were expensed as incurred or capitalized as intangible costs. Technology costs are expensed as incurred or in accordance with applicable guidance that requires costs incurred in the preliminary project and post-implementation stages of an internal use software project be expensed as incurred and that certain costs incurred in the application development stage of a project be capitalized.

We capitalize internal labor costs, including compensation, benefits and payroll taxes, incurred for certain capitalized platform development projects. Our policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor costs, is material. Our Platform development capitalized during the application development stage of a project include:

● •payroll and related expenses for personnel; and ~~● stock-based compensation of related personnel.~~

•stock-based compensation of related personnel.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually on October 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Recoverability of goodwill is determined by comparing the fair value of our reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the amount the carrying value of ~~goodwill exceeds~~ the ~~difference~~reporting ~~between~~unit ~~the~~exceeds its fair value, ofnot ~~the~~to ~~reporting~~exceed ~~unit and~~ the ~~fair~~amount ~~value~~ of ~~its~~goodwill ~~other~~allocated ~~assets~~to ~~and~~the ~~liabilities~~reporting unit. We determined our operating segments are our reportable units for goodwill impairment testing, See Note 11 Goodwill in our accompanying consolidated financial statements. We determine the fair value of our reporting units by utilizing the discounted cash flow method of an income approach and the value indicated by the market approach, comparing transaction prices or stock prices of comparable guideline companies to our market value. The income approach utilized a discounted cash flow analysis, incorporating management’s projections of revenue growth, operating margins, and discount rates that reflect the risk-adjusted cost of capital. The market approach considered valuation multiples derived from comparable publicly traded companies. The income and the market approach are equally weighted when determining fair value of the reportable unit. These analyses require significant assumptions and judgments. These assumptions and judgments include estimation of future cash flows, projections of revenue growth and operating margins, which is dependent on internal forecasts, estimation of the long-term rates of growth for our business, estimation of the useful life over which cash flows will occur, determination of a discount rate and the selection of comparable companies and the interpretation of their data. Asas well as a control premium determined by utilizing publicly available data from studies for similar transactions of public companies. No impairment charges were recorded during the year ended December 31, ~~2024~~2025.

Recently Issued Accounting Pronouncements

Note 2, Summary of Significant Accounting Policies, in our accompanying consolidated financial statements appearing elsewhere in this Annual Report includes Recently Issued Accounting Pronouncements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 8. Financial Statements and Supplementary Data

All information required by this item is listed in the Index to Financial Statements in Part IV, Item 15(a)(1) of this Annual Report.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-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 December 31, ~~2024~~2025. 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 in providing reasonable assurance that 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 discussed below.

Management’s Annual Report on Internal Control over Financial Reporting

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. Our management evaluated the effectiveness of our internal control over financial reporting based on the Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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.

Based on our evaluation under the framework in COSO, our management concluded that our internal control over financial reporting was not effective as of December 31, ~~2024~~2025 ~~because~~due weto ~~did~~the ~~not~~following ~~adequately~~material ~~identify~~weakness ~~and~~which ~~assess~~we ~~certain~~previously ~~risks~~reported ofand ~~material~~continues ~~misstatement~~to inexist: awe ~~timely~~did ~~manner~~not asdesign ~~we did~~and ~~not~~maintain ~~have~~effective controls over the ~~properly~~completeness ~~trained~~and ~~resources~~accuracy inof ~~place~~information toreceived ~~perform~~from ~~the~~a ~~risk~~third-party ~~assessment~~programmatic ~~and~~advertising ~~then~~services ~~implement~~provider ~~and~~used ~~execute~~in ~~appropriate~~recording ~~controls~~certain advertising revenues.

This material weakness has not been remediated as of the date of filing of this Annual Report. We ~~have~~ ~~identified~~intend to expand and formalize documentation around the ~~following~~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 ~~weaknesses:~~weakness. We will continue to evaluate and adjust remediation actions as needed to ensure the remedial measures remain appropriate and sustainable.

~~(i)~~We ~~Our~~believe ~~finance~~that ~~and~~the ~~accounting~~actions ~~policies,~~listed ~~including~~above ~~those~~will ~~governing~~provide ~~revenue~~appropriate ~~recognition,~~remediation ~~expense~~of ~~recognition,~~the material weakness. Due to the nature of the remediation process and ~~balance~~the ~~sheet~~need ~~valuation~~for ~~principles~~sufficient time after implementation to evaluate and ~~methodologies~~test the design and effectiveness of the controls, ~~have~~no ~~not~~assurance ~~been~~can be given as to the timing for completion of remediation. The material weakness will be fully ~~documented;~~remediated when we conclude that the controls have been operating for sufficient time and independently validated by management.

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~~(ii)~~Table ~~We did not maintain a sufficient system~~ of ~~internal controls to validate data provided by certain third party service providers including:~~Contents

i.We Abelieve ~~third~~that, ~~party~~notwithstanding ~~providing~~the ~~print~~material ~~subscription~~weaknesses ~~management~~mentioned ~~services;~~above, ~~ii.~~the Aconsolidated ~~third~~financial ~~party~~statements ~~advertising~~contained ~~partner;~~in this Annual Report present fairly, in all material respects, the consolidated balance sheets, statements of operations and ~~iii~~comprehensive income (loss), stockholders’ deficiency, and cash flows of the Company and its subsidiaries in conformity with U.S. Agenerally ~~third~~accepted ~~party~~accounting ~~providing~~principles adas ~~serving~~of ~~services~~the dates and for the periods stated therein.

~~These material~~BDO ~~weaknesses~~USA, ~~have~~P.C., ~~not~~the ~~been~~Company’s ~~remediated~~independent asregistered ofpublic ~~the~~accounting ~~date~~firm ofthat ~~filing~~audited ofthe ~~this~~Company’s ~~Annual~~financial ~~Report.~~statements Weincluded ~~intend~~in tothis ~~undertake~~Annual ~~the~~Report, ~~following remedial~~has ~~measures~~issued toan ~~address~~audit ~~these~~report ~~material~~on ~~weaknesses~~the ~~and~~effectiveness ~~will~~of ~~continue~~the toCompany’s ~~evaluate~~internal ~~and~~control ~~adjust~~over ~~remediation~~financial ~~actions~~reporting as ~~needed~~of ~~to ensure~~December ~~the~~31, ~~remedial~~2025, ~~measures~~which ~~remain~~is ~~appropriate~~included ~~and are sustainable:~~herein.

~~(i)~~Remediation ~~Hire resources to help develop a comprehensive set~~ of ~~finance~~Previously ~~and~~Reported ~~accounting~~Material ~~policies~~Weaknesses 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~~Internal ~~and~~Control ~~financial~~Over ~~reporting~~Financial 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.Reporting

~~We believe~~As ~~that~~previously ~~the~~disclosed ~~actions~~in ~~listed~~our ~~above~~Annual ~~will~~Report ~~provide~~on ~~appropriate~~Form ~~remediation~~10-K offor the ~~material~~year ~~weaknesses.~~ended ~~Due~~December to31, ~~the~~2024 ~~nature~~filed ofwith the ~~remediation process~~SEC ~~and~~on ~~the~~April ~~need~~15, ~~for sufficient time after implementation to evaluate and test the design and effectiveness of the controls~~2025, nowe ~~assurance can~~identified ~~be given as to~~ the ~~timing~~following ~~for completion of remediation. The~~ material weaknesses ~~will~~in beour ~~fully~~internal ~~remediated~~control ~~when~~over wefinancial ~~conclude that the controls have been operating for sufficient time and independently validated by management.~~reporting:

~~We believe~~i.Our ~~that,~~finance ~~notwithstanding~~and ~~the~~accounting ~~material weaknesses mentioned above~~policies, ~~the~~including ~~consolidated~~those ~~financial~~governing ~~statements~~revenue ~~contained in this Annual Report present fairly~~recognition, inexpense ~~all material respects~~recognition, ~~the~~and ~~consolidated~~ balance ~~sheets,~~sheet ~~statements~~valuation ofprinciples ~~operations~~ and ~~comprehensive loss~~methodologies, ~~stockholders’ deficiency,~~have ~~and~~not ~~cash~~been ~~flows~~fully ofdocumented; ~~the Company~~ and ~~its subsidiaries in conformity with U.S. generally accepted accounting principles as of the dates and for the periods stated therein.~~

~~This Annual~~ii.We ~~Report~~did ~~does~~ not ~~include~~maintain ana ~~attestation~~sufficient ~~report~~system of ~~the Company’s registered public accounting firm regarding~~ internal ~~control over~~controls ~~financial~~to ~~reporting.~~validate ~~Management’s~~data ~~report~~provided ~~was not subject to attestation~~ by ~~the~~certain ~~Company’s~~third ~~registered~~party ~~public~~service ~~accounting firm~~providers ~~pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.~~including:

i.A third party providing print subscription management services; and

ii.A third party advertising partner.

We implemented the following remedial measures to address the material weaknesses:

i.Hired resources to 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 process and internal control capabilities;

ii.Obtained, reviewed, and mapped 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.Reviewed 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.Implemented additional controls which require documented review of any amendments to third party agreements by finance and accounting personnel to ensure appropriate accounting treatment.

We have completed our testing of the operating effectiveness of our system of internal control over financial reporting and concluded that the prior material weaknesses related to maintaining effective controls over the completeness and accuracy of information provided by certain third party service providers including (i) a third-party print subscription management and (ii) a third-party advertising partner were operating effectively as of December 31, 2025. Our finance and accounting policies, including those governing revenue recognition, expense recognition, and balance sheet valuation principles and methodologies, have been fully documented as well as of December 31, 2025.

Changes in Internal Control over Financial Reporting

Except as described above under “~~Management’s~~Remediation ~~Annual~~of ~~Report~~Previously OnReported Material Weaknesses in Internal Control ~~over~~Over Financial Reporting” 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 quarter ended December 31, ~~2024~~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.

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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.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information required under this item is incorporated herein by reference to our proxy statement for our ~~2025~~2026 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, ~~2024~~2025.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

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Part IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report:

1. Index to Consolidated Financial Statements. Our consolidated financial statements and the Report of Independent Registered Public Accounting Firms are included in Part IV of this Annual Report on the pages indicated:

	~~Page~~	Page
Report of Independent Registered Public Accounting Firm (PCAOB No. 185)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB No. 243)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB No. 688)	F-3
Report of Independent Registered Public Accounting Firm (PCAOB No. 185)		F-4
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-4
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-8
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023	F-5
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024		F-9
Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2024 and 2023	F-6
Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2025 and 2024		F-10
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-12
Notes to Consolidated Financial Statements	~~F-9~~	F-13

2. Financial Statement Schedules. ~~Schedule~~Financial IIStatement –schedules ~~Valuation~~are ~~and~~omitted ~~Qualifying~~because ~~Accounts~~they ~~from~~are ~~Continuing~~not ~~Operations~~required ~~for~~or are not applicable, or the ~~Years Ended~~required ~~December~~information ~~31,~~is ~~2024~~provided ~~and~~in ~~2023~~the consolidated financial statements or notes described in Item 15(a)(1) above.


Exhibit						Description
2.1						Agreement and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018.
2.2						Amendment to Agreement and Plan of Merger, dated as of April 25, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.2 to our Annual Report on Form 10-K filed on January 8, 2021.
2.3						Second Amendment to Agreement and Plan of Merger, dated as of June 1, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on June 4, 2018.
2.4						Third Amendment to Agreement and Plan of Merger, dated as of May 31, 2019, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.4 to our Annual Report on Form 10-K filed on January 8, 2021.
2.5						Fourth Amendment to Agreement and Plan of Merger, dated as of December 15, 2020, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2020.
2.6						Amended and Restated Asset Purchase Agreement, dated as of August 4, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 9, 2018.
2.7						Amendment to Amended and Restated Asset Purchase Agreement, dated as of August 24, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 29, 2018.
2.8						Agreement and Plan of Merger, dated as of October 12, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 17, 2018.
2.9						Amendment to Agreement and Plan of Merger, dated as of October 17, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 17, 2018.

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2.10						Agreement and Plan of Merger, dated as of June 11, 2019, by and among the Company, TST Acquisition Co., Inc., and TheStreet, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 12, 2019.
2.11						Asset Purchase Agreement, dated December 7, 2022, by and among The Arena Media Brands, LLC, Weider Publications, LLC and A360 Media, LLC, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on December 20, 2022.
2.12						Business Combination Agreement, dated as of November 5, 2023, among The Arena Group Holdings, Inc., Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023.
2.13						Amendment No. 1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023.
2.14						Second Amendment to the Business Combination Agreement dated November 5, 2023, among the Company, Simplify Inventions, LLC, a Delaware limited liability company, Bridge Media Networks, LLC, a Michigan limited liability company and a wholly owned subsidiary of Simplify, New Arena Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Arena, Energy Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, and Energy Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, dated July 12, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 17, 2024.
3.1						Amended and Restated Certificate of Incorporation of the Registrant, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 13, 2021.
3.2						Third Amended and Restated Bylaws, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on January 17, 2025.
3.3						Certificate of Elimination of Series F Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 13, 2021.
3.4						Certificate of Elimination of Series I Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed September 13, 2021.
3.5						Certificate of Elimination of Series J Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.3 to our Current Report on Form 8-K filed September 13, 2021.
3.6						Certificate of Elimination of Series K Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.4 to our Current Report on Form 8-K filed September 13, 2021.
3.7						Certificate of Amendment as filed with the Delaware Secretary of State on January 20, 2022, which was filed Exhibit 3.1 to our Current Report on Form 8-K filed January 26, 2022.
3.8						Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 26, 2022, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed January 26, 2022.
3.9						Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 3, 2022, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed February 9, 2022.
3.10						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023.
4.1						Specimen Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No. 1 to Registration Statement on Form SB-2/A (Registration No. 333-48040) on September 23, 1996.
4.2						Common Stock Purchase Warrant issued on June 6, 2018 to L2 Capital, LLC, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 12, 2018.
4.3						Common Stock Purchase Warrant issued on June 15, 2018 to Strome Mezzanine Fund LP, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed on June 21, 2018.

Exhibit		Description
2.1		Agreement and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018.
2.2		Amendment to Agreement and Plan of Merger, dated as of April 25, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.2 to our Annual Report on Form 10-K filed on January 8, 2021.
2.3		Second Amendment to Agreement and Plan of Merger, dated as of June 1, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on June 4, 2018.
2.4		Third Amendment to Agreement and Plan of Merger, dated as of May 31, 2019, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.4 to our Annual Report on Form 10-K filed on January 8, 2021.
2.5		Fourth Amendment to Agreement and Plan of Merger, dated as of December 15, 2020, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2020.
2.6		Amended and Restated Asset Purchase Agreement, dated as of August 4, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 9, 2018.
2.7		Amendment to Amended and Restated Asset Purchase Agreement, dated as of August 24, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 29, 2018.
2.8		Agreement and Plan of Merger, dated as of October 12, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 17, 2018.
2.9		Amendment to Agreement and Plan of Merger, dated as of October 17, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 17, 2018.
2.10		Agreement and Plan of Merger, dated as of June 11, 2019, by and among the Company, TST Acquisition Co., Inc., and TheStreet, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 12, 2019.
2.11		Asset Purchase Agreement, dated December 7, 2022, by and among The Arena Media Brands, LLC, Weider Publications, LLC and A360 Media, LLC, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on December 20, 2022.
2.12		Amendment No. 1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023.

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4.4						Form of Common Stock Purchase Warrant issued on October 18, 2018, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 24, 2018.
4.5						Form of Warrant for Channel Partners Program, which was filed as Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
4.6						Form of MDB Warrant issued in connection with the Share Exchange Agreement, which was filed as Exhibit 10.3 to our Current Report on Form 8-K, filed on November 7, 2016.
4.7						Common Stock Purchase Warrant (exercise price $0.42 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.16 to our Annual Report on Form 10-K, filed on August 16, 2021.
4.8						Common Stock Purchase Warrant (exercise price $0.84 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.17 to our Annual Report on Form 10-K filed on January 8, 2021.
4.9						Form of 2019 Warrant for Channel Partners Program, which was filed as Exhibit 4.18 to our Annual Report on Form 10-K filed on April 9, 2021.
4.10						Form of 2020 Warrant for Channel Partners Program, which was filed as Exhibit 4.19 to our Annual Report on Form 10-K filed on April 9, 2021.
4.18						Form of Bridge Notes. which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022.
4.19						Form of 2023 Notes, which was filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
4.20*						Description of Securities.
10.1						Securities Purchase Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 5, 2018.
10.2						Registration Rights Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 5, 2018.
10.3						Securities Purchase Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit 10.11 to our Annual Report on Form 10-K filed on January 8, 2021.
10.4						Registration Rights Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit 10.12 to our Annual Report on Form 10-K filed on January 8, 2021.
10.5						Securities Purchase Agreement, dated June 15, 2018, between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 21, 2018.
10.6						Registration Rights Agreement, dated June 15, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 21, 2018.
10.7						Form of Securities Purchase Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 10, 2018.
10.8						Form of Registration Rights Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on August 10, 2018.
10.9						Securities Purchase Agreement, dated October 18, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 24, 2018.
10.10						Securities Purchase Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 13, 2018.
10.11						Registration Rights Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on December 13, 2018.
10.12						Securities Purchase Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 22, 2019.
10.13						Registration Rights Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 22, 2019.
10.14						Securities Purchase Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 28, 2019.
10.15						Registration Rights Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 28, 2019.

3.1		Amended and Restated Certificate of Incorporation of the Registrant, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 13, 2021.
3.2		Third Amended and Restated Bylaws, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on January 17, 2025.
3.3		Certificate of Elimination of Series F Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 13, 2021.
3.4		Certificate of Elimination of Series I Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed September 13, 2021.
3.5		Certificate of Elimination of Series J Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.3 to our Current Report on Form 8-K filed September 13, 2021.
3.6		Certificate of Elimination of Series K Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.4 to our Current Report on Form 8-K filed September 13, 2021.
3.7		Certificate of Amendment as filed with the Delaware Secretary of State on January 20, 2022, which was filed Exhibit 3.1 to our Current Report on Form 8-K filed January 26, 2022.
3.8		Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 26, 2022, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed January 26, 2022.
3.9		Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 3, 2022, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed February 9, 2022.
3.10		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023.
4.1		Specimen Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No. 1 to Registration Statement on Form SB-2/A (Registration No. 333-48040) on September 23, 1996.
4.2		Common Stock Purchase Warrant issued on June 6, 2018 to L2 Capital, LLC, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 12, 2018.
4.3		Common Stock Purchase Warrant issued on June 15, 2018 to Strome Mezzanine Fund LP, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed on June 21, 2018.
4.4		Form of Common Stock Purchase Warrant issued on October 18, 2018, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 24, 2018.
4.5		Form of Warrant for Channel Partners Program, which was filed as Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
4.6		Form of MDB Warrant issued in connection with the Share Exchange Agreement, which was filed as Exhibit 10.3 to our Current Report on Form 8-K, filed on November 7, 2016.
4.7		Common Stock Purchase Warrant (exercise price $0.42 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.16 to our Annual Report on Form 10-K, filed on August 16, 2021.
4.8		Common Stock Purchase Warrant (exercise price $0.84 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.17 to our Annual Report on Form 10-K filed on January 8, 2021.
4.9		Form of 2019 Warrant for Channel Partners Program, which was filed as Exhibit 4.18 to our Annual Report on Form 10-K filed on April 9, 2021.
4.10		Form of 2020 Warrant for Channel Partners Program, which was filed as Exhibit 4.19 to our Annual Report on Form 10-K filed on April 9, 2021.
4.18		Form of Bridge Notes. which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022.
4.19		Form of 2023 Notes, which was filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
4.20*		Description of Securities.

Table of Contents


10.16						Securities Purchase Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 12, 2019.
10.17						Registration Rights Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on April 12, 2019.
10.18						Pledge and Security Agreement, dated June 10, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.5 to our Current Report on Form 8-K filed on June 12, 2019.
10.19						Confirmation and Ratification Agreement, dated June 14, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 19, 2019.
10.20						Form of Securities Purchase Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on July 3, 2019.
10.21						Form of Registration Rights Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on July 3, 2019.
10.22						Form of Second Amended and Restated Promissory Note due June 14, 2022, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 3, 2019.
10.23						Form of Securities Purchase Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 11, 2019.
10.24						Form of Registration Rights Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 11, 2019.
10.25						Third Amended and Restated Note Purchase Agreement, dated December 15, 2022, by and among the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 20, 2022.
10.26						Sixth Amendment to Financing and Security Agreement, dated December 15, 2022, by and among the Company, the subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on December 20, 2022.
10.27						Form of 15% Delayed Draw Term Note, issued on March 24, 2020, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on March 30, 2020.
10.28						Form of Series H Securities Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 20, 2020.
10.29						Sublease, dated January 14, 2020, by and between Saks & Company LLC and Maven Coalition, Inc., which was filed as Exhibit 10.51 to our Annual Report on Form 10-K filed on August 16, 2021.
10.30						Office Lease Agreement, dated October 25, 2019, by and between Street Retail West I, LP and the Company, which was filed as Exhibit 10.54 to our Annual Report on Form 10-K filed on August 16, 2021.
10.31						Asset Purchase Agreement, dated March 9, 2020, by and among Maven Coalition, Inc., Petametrics Inc., doing business as LiftIgniter, and the Company, which was filed as Exhibit 10.59 to our Annual Report on Form 10-K filed on August 16, 2021.
10.32+						Form of Stock Option Award Agreement – 2016 Stock Incentive Plan, which was filed as Exhibit 10.62 to our Annual Report on Form 10-K filed on August 16, 2021.
10.33+						Form of Stock Option Award Agreement – 2019 Equity Incentive Plan, which was filed as Exhibit 10.63 to our Annual Report on Form 10-K filed on August 16, 2021.
10.34+						Independent Director Agreement, effective as of September 3, 2018, by and between the Company and Todd D. Sims, which was filed as Exhibit 10.71 to our Annual Report on Form 10-K filed on August 16, 2021.
10.35+						First Amendment to the 2016 Stock Incentive Plan, which was filed as Exhibit 10.80 to our Annual Report on Form 10-K filed on August 16, 2021.
10.36+						Second Amendment to the 2016 Stock Incentive Plan, which was filed as Exhibit 10.81 to our Annual Report on Form 10-K filed on August 16, 2021.

10.1		Securities Purchase Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 5, 2018.
10.2		Registration Rights Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 5, 2018.
10.3		Securities Purchase Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit 10.11 to our Annual Report on Form 10-K filed on January 8, 2021.
10.4		Registration Rights Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit 10.12 to our Annual Report on Form 10-K filed on January 8, 2021.
10.5		Securities Purchase Agreement, dated June 15, 2018, between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 21, 2018.
10.6		Registration Rights Agreement, dated June 15, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 21, 2018.
10.7		Form of Securities Purchase Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 10, 2018.
10.8		Form of Registration Rights Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on August 10, 2018.
10.9		Securities Purchase Agreement, dated October 18, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 24, 2018.
10.10		Securities Purchase Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 13, 2018.
10.11		Registration Rights Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on December 13, 2018.
10.12		Securities Purchase Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 22, 2019.
10.13		Registration Rights Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 22, 2019.
10.14		Securities Purchase Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 28, 2019.
10.15		Registration Rights Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 28, 2019.
10.16		Securities Purchase Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 12, 2019.
10.17		Registration Rights Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on April 12, 2019.
10.18		Pledge and Security Agreement, dated June 10, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.5 to our Current Report on Form 8-K filed on June 12, 2019.
10.19		Confirmation and Ratification Agreement, dated June 14, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 19, 2019.

Table of Contents


10.37+						Form of Restricted Equity Award Grant Notice – 2019 Equity Incentive Plan, which was filed as Exhibit 10.82 to our Annual Report on Form 10-K filed on August 16, 2021.
10.38+						Form of Restricted Stock Unit Grant Notice – 2019 Equity Incentive Plan, which was filed as Exhibit 10.83 to our Annual Report on Form 10-K filed on August 16, 2021.
10.39+						Stock Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.84 to our Annual Report on Form 10-K filed on August 16, 2021.
10.40+						Stock Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.85 to our Annual Report on Form 10-K filed on August 16, 2021.
10.41						Channel Partners Warrant Program adopted on May 20, 2020, which was filed as Exhibit 10.112 to our Annual Report on Form 10-K filed on April 9, 2021.
10.42+						Stock Option Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q. Kraft, which was filed as Exhibit 10.119 to our Annual Report on Form 10-K filed on April 9, 2021.
10.43+						Stock Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q. Kraft, which was filed as Exhibit 10.120 to our Annual Report on Form 10-K filed on April 9, 2021.
10.44+						Maven Executive Bonus Plan, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 14, 2021.
10.45						Amendment No. 1 to Agreement and Plan of Merger, dated July 12, 2019, by and among the Company, TheStreet, Inc., and TST Acquisition Co., Inc., which was filed as Exhibit 10.122 to our Annual Report on Form 10-K filed on April 9, 2021.
10.46+						Executive Employment Agreement, effective January 1, 2021, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.4 to our Current Report on Form 8-K on February 23, 2021.
10.47+						Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on February 23, 2021.
10.48+						Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.127 to our Annual Report on Form 10-K filed on April 9, 2021.
10.49+						Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Douglas Smith, which was filed as Exhibit 10.130 to our Annual Report on Form 10-K filed on April 9, 2021.
10.50+						Form of Amendment to Stock Option Award Agreement, by and between the Company and certain grantees awarded stock options on April 10, 2019, which was filed as Exhibit 10.131 to our Annual Report on Form 10-K filed on April 9, 2021.
10.51+						Executive Employment Agreement, effective as of February 18, 2021, by and between the Company and Robertson Barrett, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on February 23, 2021.
10.52						Services Agreement, dated as of December 22, 2020, by and between the Company and Whisper Advisors, LLC, which was filed as Exhibit 10.134 to our Annual Report on Form 10-K on April 9, 2021.
10.53+						Stock Option Award Agreement, dated September 14, 2018, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.135 to our Annual Report on Form 10-K on April 9, 2021.
10.54+						Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Andrew Kraft, which was filed as Exhibit 10.6 to our Current Report on Form 8-K on February 23, 2021.
10.55+						Second Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Avi Zimak, which was filed as Exhibit 10.7 to our Current Report on Form 8-K on February 23, 2021.
10.56+						Second Amendment to theMaven, Inc.’s 2019 Equity Incentive Plan, dated February 18, 2021, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 24, 2021.
10.57+						First Amendment to theMaven, Inc.’s 2019 Equity Incentive Plan, dated March 16, 2020, which was filed as Exhibit 10.141 to our Annual Report on Form 10-K on April 9, 2021.
10.58+						2019 Equity Incentive Plan, which was filed as Exhibit 10.142 to our Annual Report on Form 10-K on April 9, 2021.
10.59						2016 Stock Incentive Plan, which was filed as Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

10.20		Form of Securities Purchase Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on July 3, 2019.
10.21		Form of Registration Rights Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on July 3, 2019.
10.22		Form of Second Amended and Restated Promissory Note due June 14, 2022, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 3, 2019.
10.23		Form of Securities Purchase Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 11, 2019.
10.24		Form of Registration Rights Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 11, 2019.
10.25		Third Amended and Restated Note Purchase Agreement, dated December 15, 2022, by and among the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 20, 2022.
10.26		Sixth Amendment to Financing and Security Agreement, dated December 15, 2022, by and among the Company, the subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on December 20, 2022.
10.27		Form of 15% Delayed Draw Term Note, issued on March 24, 2020, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on March 30, 2020.
10.28		Form of Series H Securities Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 20, 2020.
10.29		Sublease, dated January 14, 2020, by and between Saks & Company LLC and Maven Coalition, Inc., which was filed as Exhibit 10.51 to our Annual Report on Form 10-K filed on August 16, 2021.
10.30		Office Lease Agreement, dated October 25, 2019, by and between Street Retail West I, LP and the Company, which was filed as Exhibit 10.54 to our Annual Report on Form 10-K filed on August 16, 2021.
10.31		Asset Purchase Agreement, dated March 9, 2020, by and among Maven Coalition, Inc., Petametrics Inc., doing business as LiftIgniter, and the Company, which was filed as Exhibit 10.59 to our Annual Report on Form 10-K filed on August 16, 2021.
10.32+		Form of Stock Option Award Agreement – 2016 Stock Incentive Plan, which was filed as Exhibit 10.62 to our Annual Report on Form 10-K filed on August 16, 2021.
10.33+		Form of Stock Option Award Agreement – 2019 Equity Incentive Plan, which was filed as Exhibit 10.63 to our Annual Report on Form 10-K filed on August 16, 2021.
10.34+		Independent Director Agreement, effective as of September 3, 2018, by and between the Company and Todd D. Sims, which was filed as Exhibit 10.71 to our Annual Report on Form 10-K filed on August 16, 2021.
10.35+		First Amendment to the 2016 Stock Incentive Plan, which was filed as Exhibit 10.80 to our Annual Report on Form 10-K filed on August 16, 2021.
10.36+		Second Amendment to the 2016 Stock Incentive Plan, which was filed as Exhibit 10.81 to our Annual Report on Form 10-K filed on August 16, 2021.
10.37+		Form of Restricted Equity Award Grant Notice – 2019 Equity Incentive Plan, which was filed as Exhibit 10.82 to our Annual Report on Form 10-K filed on August 16, 2021.
10.38+		Form of Restricted Stock Unit Grant Notice – 2019 Equity Incentive Plan, which was filed as Exhibit 10.83 to our Annual Report on Form 10-K filed on August 16, 2021.
10.39+		Stock Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.84 to our Annual Report on Form 10-K filed on August 16, 2021.
10.40+		Stock Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.85 to our Annual Report on Form 10-K filed on August 16, 2021.
10.41		Channel Partners Warrant Program adopted on May 20, 2020, which was filed as Exhibit 10.112 to our Annual Report on Form 10-K filed on April 9, 2021.
10.42+		Stock Option Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q. Kraft, which was filed as Exhibit 10.119 to our Annual Report on Form 10-K filed on April 9, 2021.

Table of Contents


10.60						Financing and Security Agreement, dated February 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Finance LLC, which was filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q on May 7, 2021.
10.61						First Amendment to Financing and Security Agreement, dated March 24, 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Financing LLC, which was filed as Exhibit 10.9 to our Quarterly Report on Form 10-Q on May 7, 2021.
10.62						Intercreditor Agreement, dated February 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.10 to our Quarterly Report on Form 10-Q on May 7, 2021.
10.63						Amendment No. 1 to Intercreditor Agreement, dated March 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.11 to our Quarterly Report on Form 10-Q on May 7, 2021.
10.64						Form of Securities Purchase Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on May 25, 2021.
10.65						Form of Registration Rights Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on May 25, 2021.
10.66						Stock Purchase Agreement, dated June 4, 2021, by and among the Company, Maven Media Brands, LLC, College Spun Media Incorporated, Matthew Lombardi, Alyson Shontell Lombardi, Timothy Ray, Andrew Holleran, and the Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 7, 2021.
10.67						Second Amended and Restated Executive Employment Agreement, effective August 26, 2020, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 23, 2021.
10.68						Third Amendment to Financing and Security Agreement, dated as of December 6, 2021, by and among theMaven, Inc., Maven Coalition, Inc., Maven Media Brands, LLC, TheStreet, Inc., College Spun Media Incorporated, and Fast Pay Partners LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 10, 2021.
10.69+						Amendment No. 1 to Second Amended & Restated Executive Employment Agreement, dated as of December 22, 2021, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 10, 2022.
10.70						Form of Stock Purchase Agreement by and between the Company and certain investors, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 28, 2022.
10.71						Asset Purchase Agreement between the Company and Fulltime Fantasy Sports, LLC, dated July 15, 2021, which was filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q on November 15, 2021.
10.72^						Amended Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on November 29, 2022.
10.73^						Amendment No. 5 to Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.73 to our Annual Report on Form 10-K filed on March 31, 2023.
10.74						Form of Common Stock Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2023.
10.75+						Amended and Restated 2022 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023.
10.76						Binding Letter of Intent, dated August 14, 2023, by and between the Company and Simplify Inventions, LLC, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.77						Form of Voting and Support Agreement, dated August 14, 2023, by and between the Company and certain stockholders. which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.78						Amendment to Third Amended and Restated Note Purchase Agreement, dated August 14, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.79+						Amendment No. 3 to Second Amended & Restated Executive Employment Agreement, dated as of September 7, 2023, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

10.43+		Stock Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q. Kraft, which was filed as Exhibit 10.120 to our Annual Report on Form 10-K filed on April 9, 2021.
10.44+		Maven Executive Bonus Plan, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 14, 2021.
10.45		Amendment No. 1 to Agreement and Plan of Merger, dated July 12, 2019, by and among the Company, TheStreet, Inc., and TST Acquisition Co., Inc., which was filed as Exhibit 10.122 to our Annual Report on Form 10-K filed on April 9, 2021.
10.46+		Executive Employment Agreement, effective January 1, 2021, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.4 to our Current Report on Form 8-K on February 23, 2021.
10.47+		Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on February 23, 2021.
10.48+		Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.127 to our Annual Report on Form 10-K filed on April 9, 2021.
10.49+		Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Douglas Smith, which was filed as Exhibit 10.130 to our Annual Report on Form 10-K filed on April 9, 2021.
10.50+		Form of Amendment to Stock Option Award Agreement, by and between the Company and certain grantees awarded stock options on April 10, 2019, which was filed as Exhibit 10.131 to our Annual Report on Form 10-K filed on April 9, 2021.
10.51+		Executive Employment Agreement, effective as of February 18, 2021, by and between the Company and Robertson Barrett, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on February 23, 2021.
10.52		Services Agreement, dated as of December 22, 2020, by and between the Company and Whisper Advisors, LLC, which was filed as Exhibit 10.134 to our Annual Report on Form 10-K on April 9, 2021.
10.53+		Stock Option Award Agreement, dated September 14, 2018, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.135 to our Annual Report on Form 10-K on April 9, 2021.
10.54+		Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Andrew Kraft, which was filed as Exhibit 10.6 to our Current Report on Form 8-K on February 23, 2021.
10.55+		Second Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Avi Zimak, which was filed as Exhibit 10.7 to our Current Report on Form 8-K on February 23, 2021.
10.56+		Second Amendment to theMaven, Inc.’s 2019 Equity Incentive Plan, dated February 18, 2021, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 24, 2021.
10.57+		First Amendment to theMaven, Inc.’s 2019 Equity Incentive Plan, dated March 16, 2020, which was filed as Exhibit 10.141 to our Annual Report on Form 10-K on April 9, 2021.
10.58+		2019 Equity Incentive Plan, which was filed as Exhibit 10.142 to our Annual Report on Form 10-K on April 9, 2021.
10.59		2016 Stock Incentive Plan, which was filed as Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
10.60		Financing and Security Agreement, dated February 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Finance LLC, which was filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q on May 7, 2021.
10.61		First Amendment to Financing and Security Agreement, dated March 24, 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Financing LLC, which was filed as Exhibit 10.9 to our Quarterly Report on Form 10-Q on May 7, 2021.
10.62		Intercreditor Agreement, dated February 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.10 to our Quarterly Report on Form 10-Q on May 7, 2021.
10.63		Amendment No. 1 to Intercreditor Agreement, dated March 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.11 to our Quarterly Report on Form 10-Q on May 7, 2021.
10.64		Form of Securities Purchase Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on May 25, 2021.
10.65		Form of Registration Rights Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on May 25, 2021.

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10.80+						First Amendment to Executive Employment Agreement, dated August 15, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.81+						Severance Agreement, dated August 14, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.82+						Severance Agreement, dated August 14, 2023, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.83						Seventh Amendment to Financing and Security Agreement, dated August 31, 2023, by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.84						Side Letter to Licensing Agreement, dated October 1, 2023, by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.85						Common Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and 5-Hour International Corporation Pte. Ltd. , which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023.
10.86#						Preferred Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and The Hans Foundation USA, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 7, 2023.
10.87						Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated December 1, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2023.
10.88						Waiver of Liquidated Damages and Release of Claims, dated December 1, 2023, by and among the Company, Simplify Inventions, LLC and B. Riley Principal Investments, LLC, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 5, 2023.
10.89						Forbearance Letter, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 5, 2024.
10.90						Subscription Agreement, dated February 14, 2024, by and between the Company and Simplify, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2024.
10.91						Forbearance Letter between the Company and Renew Group Private Limited dated as of March 27, 2024.
10.92						Forbearance Letter between the Company and Renew Group Private Limited dated as of April 29, 2024, which was filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2024.
10.93						Consent to Sublease among the Company, RXR HB Owner, LLC and Lument Real Estate Capital Holdings, LLC dated March 12, 2024, which was filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2024.
10.94						Amendment No. 3 to the Third Amended and Restated Note Purchase Agreement dated as of December 15, 2022 (as amended by that certain Amendment No. 1 to Third Amended and Restated Note Purchase Agreement, dated as of August 14, 2023 and as further amended by that certain Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated as of December 1, 2023), by and among the Company, the Guarantors party thereto, the Purchasers party thereto and Renew Group Private Limited, in its capacity as agent for the Purchasers, dated July 12, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 17, 2024.
10.95+						Employment Agreement between The Arena Group Holdings, Inc. and Geoffrey Wait dated effective August 6, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 12, 2024.
10.96						Amendment No. 1 to Loan Documents between the Company and Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2024.
10.97						Amended and Restated Promissory Note issued by the Company to Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2024.
10.98						Common Stock Purchase Agreement between the Company and Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 23, 2024.
10.99						Loan Agreement between The Arena Group Holdings, Inc. and Simplify Inventions, LLC dated March 13, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2024.

10.66		Stock Purchase Agreement, dated June 4, 2021, by and among the Company, Maven Media Brands, LLC, College Spun Media Incorporated, Matthew Lombardi, Alyson Shontell Lombardi, Timothy Ray, Andrew Holleran, and the Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 7, 2021.
10.67		Second Amended and Restated Executive Employment Agreement, effective August 26, 2020, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 23, 2021.
10.68		Third Amendment to Financing and Security Agreement, dated as of December 6, 2021, by and among theMaven, Inc., Maven Coalition, Inc., Maven Media Brands, LLC, TheStreet, Inc., College Spun Media Incorporated, and Fast Pay Partners LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 10, 2021.
10.69+		Amendment No. 1 to Second Amended & Restated Executive Employment Agreement, dated as of December 22, 2021, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 10, 2022.
10.70		Form of Stock Purchase Agreement by and between the Company and certain investors, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 28, 2022.
10.71		Asset Purchase Agreement between the Company and Fulltime Fantasy Sports, LLC, dated July 15, 2021, which was filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q on November 15, 2021.
10.72^		Amended Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on November 29, 2022.
10.73^		Amendment No. 5 to Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.73 to our Annual Report on Form 10-K filed on March 31, 2023.
10.74		Form of Common Stock Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2023.
10.75+		Amended and Restated 2022 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023.
10.76		Binding Letter of Intent, dated August 14, 2023, by and between the Company and Simplify Inventions, LLC, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.77		Form of Voting and Support Agreement, dated August 14, 2023, by and between the Company and certain stockholders. which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.78		Amendment to Third Amended and Restated Note Purchase Agreement, dated August 14, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.79+		Amendment No. 3 to Second Amended & Restated Executive Employment Agreement, dated as of September 7, 2023, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.80+		First Amendment to Executive Employment Agreement, dated August 15, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.81+		Severance Agreement, dated August 14, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.82+		Severance Agreement, dated August 14, 2023, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.83		Seventh Amendment to Financing and Security Agreement, dated August 31, 2023, by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.84		Side Letter to Licensing Agreement, dated October 1, 2023, by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

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10.100						Demand Promissory Note issued by Simplify Inventions, LLC to The Arena Group Holdings, Inc. dated March 13, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 20, 2024.
10.101						Continuing Unconditional Guaranty among Simplify Inventions, LLC and certain subsidiaries of The Arena Group Holdings, Inc., dated March 13, 2024, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 20, 2024.
10.102						Pledge and Security Agreement among The Arena Group Holdings, Inc., certain subsidiaries of The Arena Group Holdings, Inc. and Simplify Inventions, LLC dated March 13, 2024, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 20, 2024.
10.103						Forbearance Letter between the Company and Renew Group Private Limited dated as of March 27, 2024, which was filed as Exhibit 10.91 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on April 1, 2024.
10.104						Employment Agreement between The Arena Group Holdings, Inc. and Sara Silverstein dated April 19, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 25, 2024.
10.105						Employment Agreement with Paul Edmondson, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 19, 2025.
10.106						Membership Interest Purchase Agreement between the Company and Simplify Inventions, LLC dated effective April 30, 2025, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2025.
10.107						Amendment No. 2 to Loan Documents among the Company, certain of its subsidiaries and Simplify Inventions, LLC dated December 31, 2025, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2026.
10.108						Amendment No. 4 to Note Purchase Agreement among the Company, certain of its subsidiaries and Renew Group Private Limited dated December 31, 2025, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 7, 2026.
19.1						Insider Trading Policy, which was filed as Exhibit 19.1 to the Company’s Current Report on Form 8-K filed on April 15, 2025.
21.1*						Subsidiaries of the Arena Group Holdings, Inc.
23.1*						Consent of BDO USA, P.C., independent registered accounting firm.
23.2*						Consent of KPMG LLP , independent registered accounting firm
24.1*						Power of Attorney (included in the signature pages hereto)
31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1**						Certification of Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.
97.1						Clawback Policy of Arena Group Holdings, Inc., which was filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on April 1, 2024


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10.85		Common Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and 5-Hour International Corporation Pte. Ltd. , which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023.
10.86#		Preferred Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and The Hans Foundation USA, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 7, 2023.
10.87		Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated December 1, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2023.
10.88		Waiver of Liquidated Damages and Release of Claims, dated December 1, 2023, by and among the Company, Simplify Inventions, LLC and B. Riley Principal Investments, LLC, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 5, 2023.
10.89		Forbearance Letter, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 5, 2024.
10.90		Subscription Agreement, dated February 14, 2024, by and between the Company and Simplify, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2024.
10.91		Forbearance Letter between the Company and Renew Group Private Limited dated as of March 27, 2024.
10.92		Forbearance Letter between the Company and Renew Group Private Limited dated as of April 29, 2024, which was filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2024.
10.93		Consent to Sublease among the Company, RXR HB Owner, LLC and Lument Real Estate Capital Holdings, LLC dated March 12, 2024, which was filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2024.
10.94		Amendment No. 3 to the Third Amended and Restated Note Purchase Agreement dated as of December 15, 2022 (as amended by that certain Amendment No. 1 to Third Amended and Restated Note Purchase Agreement, dated as of August 14, 2023 and as further amended by that certain Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated as of December 1, 2023), by and among the Company, the Guarantors party thereto, the Purchasers party thereto and Renew Group Private Limited, in its capacity as agent for the Purchasers, dated July 12, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 17, 2024.
10.95+		Employment Agreement between The Arena Group Holdings, Inc. and Geoffrey Wait dated effective August 6, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 12, 2024.
10.96		Amendment No. 1 to Loan Documents between the Company and Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2024.
10.97		Amended and Restated Promissory Note issued by the Company to Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2024.
10.98		Common Stock Purchase Agreement between the Company and Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 23, 2024.
10.99		Loan Agreement between The Arena Group Holdings, Inc. and Simplify Inventions, LLC dated March 13, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2024.
10.100		Demand Promissory Note issued by Simplify Inventions, LLC to The Arena Group Holdings, Inc. dated March 13, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 20, 2024.
10.101		Continuing Unconditional Guaranty among Simplify Inventions, LLC and certain subsidiaries of The Arena Group Holdings, Inc., dated March 13, 2024, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 20, 2024.
10.102		Pledge and Security Agreement among The Arena Group Holdings, Inc., certain subsidiaries of The Arena Group Holdings, Inc. and Simplify Inventions, LLC dated March 13, 2024, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 20, 2024.

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#Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

^Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulations S-K.

+Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.

The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.

(b)Exhibits. See Item 15(a) above.

10.103		Forbearance Letter between the Company and Renew Group Private Limited dated as of March 27, 2024, which was filed as Exhibit 10.91 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on April 1, 2024.
10.104		Employment Agreement between The Arena Group Holdings, Inc. and Sara Silverstein dated April 19, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 25, 2024.
10.105		Employment Agreement with Paul Edmondson, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 19, 2025.
19.1*		Insider Trading Policy
21.1*		Subsidiaries of the Arena Group Holdings, Inc.
23.1*		Consent of KPMG LLP, independent registered accounting firm.
23.2*		Consent of Marcum LLP, independent registered accounting firm
24.1*		Power of Attorney (included in the signature pages hereto)
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1**		Certification of Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.
97.1		Clawback Policy of Arena Group Holdings, Inc., which was filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on April 1, 2024

Table of Contents

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*	Filed Herewith
**	This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
#	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
^	Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulations S-K.
+	Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate. The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.

(b) Exhibits. See Item 15(a) above.

THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

Annual Report on Form 10-K

Schedule II

Valuation of Qualifying Accounts from Continuing Operations

Years Ended December 31, 2024 and 2023

($ in thousands)

			Additions
	Balances at Beginning of Year		Charge to Costs and Expenses		Other		Deductions from Reserves			Balances at End of Year
2024
Allowance for doubtful accounts receivable	$	374	$	1,934	$	-	$	(850	)	$	1,458
Valuation allowances for deferred tax assets		76,367		-		27,239		-			103,606
2023
Allowance for doubtful accounts receivable		1,036		315		-		(977	)		374
Valuation allowances for deferred tax assets		65,406		-		10,961		-			76,367

Item 16. Form 10–K Summary

None.

5251

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~The Arena Group Holdings, Inc.~~		The Arena Group Holdings, Inc.
Dated: April 15, 2025	By:	/s/ PAUL EDMONDSON
Dated: March 16, 2026			By:	/s/ PAUL EDMONDSON
		Paul Edmondson Chief Executive Officer
				Paul EdmondsonChief Executive Officer
		~~(Principal Executive Officer)~~		(Principal Executive Officer)
	~~By:~~	~~/s/ GEOFFREY WAIT~~	By:	/s/ GEOFFREY WAIT
		~~Geoffrey Wait~~		Geoffrey Wait
		(Principal Financial Officer)
				Principal Financial Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Edmondson and Geoffrey Wait, jointly and severally, as his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated.

Signature	~~Title~~	Title
/s/ PAUL EDMONDSON	~~Chief Executive Officer~~	Chief Executive Officer
Paul Edmonson	~~(Principal Executive Officer)~~	(Principal Executive Officer)
Date April 15, 2025
Date March 16, 2026
/s/ GEOFFREY WAIT	~~Principal Financial Officer~~	Principal Financial Officer
Geoffrey Wait
Date: April 15, 2025
Date: March 16, 2026
/s/ CAVITT RANDALL	~~Chairman of the Board~~	Chairman of the Board
Cavitt Randall
Date: April 15, 2025
Date: March 16, 2026
/s/ H. HUNT ALLRED	~~Director~~	Director
H. Hunt Allred
Date: April 15, 2025
Date: March 16, 2026
/s/ CARLO ZOLA	Director
/s/ LYNN PETERSMARCK		Director
Carlo Zola
Lynn Petersmarck
Date: April 15, 2025
Date: March 16, 2026
/s/ CHRISTOPHER PETZEL	Director
Christopher Petzel
Date: April 15, 2025
/s/ LAURA LEE	Director
B. Laura Lee
Date: April 15, 2025
/s/ CHRISTOPHER FOWLER	Director
Christopher Fowler
Date: April 15, 2025

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The Arena Group Holdings, Inc. and Subsidiaries

Index to Consolidated Financial Statements

	~~PAGE~~	PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 185)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 243)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 688)	F-5
Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 185)		F-6
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-6
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-8
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023	F-7
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024		F-9
Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2024 and 2023	F-8
Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2025 and 2024		F-10
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-10
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-12
Notes to Consolidated Financial Statements	~~F-11~~	F-13

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~KPMG~~Stockholders ~~LLPAon~~and ~~Center~~Board ~~Suite~~of ~~5500 200 E. Randolph Street Chicago, IL 60601-6436~~Directors

Arena Group Holdings, Inc.

New York, New York

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Arena Group Holdings, Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of operations and comprehensive income, stockholders’ deficiency, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 16, 2026, expressed an adverse opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Programmatic Digital Advertising

As described in Note 2 to the consolidated financial statements, the Company sells digital advertising inventory on its websites directly to advertisers or through advertising agencies. For programmatic digital advertising, specific pricing is

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not defined in the individual Sell-Side Platform (“SSP”) contract since the pricing is based on winning bids from real-time auctions, less any fees charged from the SSP. Programmatic pricing involves an automated bidding on ad inventory in real-time, often through ad exchanges. The Company’s performance obligations related to digital advertising are generally satisfied when the advertisement is run on the Company’s platform. The quantity of advertisements, the impression bid prices, and revenue are reported on a real-time basis to its partners.

We identified revenue recognized for programmatic digital advertising related to a certain ad exchange to be a critical audit matter. Evaluating programmatic revenue recognized based on the quantity of advertisements and impression bid prices within the data provided by a certain ad exchange required significant effort as the Company did not maintain a sufficient system of internal controls to validate the data. Auditing programmatic revenue based on the data provided by a certain ad exchange involved especially challenging auditor judgment due to the nature and extent of audit effort needed address the matter.

The primary procedures we performed to address this critical audit matter included evaluating programmatic revenue recognized based on the data provided by a certain ad exchange by:

•Obtaining and inspecting customer contracts on a sample basis to understand how the terms impact the programmatic revenue recognized.

•Reconciling total programmatic revenue recognized for the certain ad exchange to the data provided by the certain ad exchange.

•Assessing the reliability of data provided by the certain ad exchange by developing an expectation of total programmatic revenue for the certain ad exchange based on impression data from another ad exchange and relevant industry information.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2025.

Troy, Michigan

March 16, 2026

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Arena Group Holdings, Inc.

New York, New York

Opinion on Internal Control over Financial Reporting

We have audited Arena Group Holdings, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of operations and comprehensive income, changes in stockholders’ deficiency, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness was identified and included in Management’s Annual Report on Internal Control Over Financial Reporting:

•The Company 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 was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 16, 2026 on those consolidated financial statements.

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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

/s/ BDO USA, P.C.

Troy, Michigan

March 16, 2026

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



			KPMG LLP Aon Center Suite 5500 200 E. Randolph Street Chicago, IL 60601-6436

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

The Arena Group Holdings, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of The Arena Group Holdings, Inc. and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ deficiency, and cash flows for the year then ended December 31, 2024, and the related notes ~~and financial statement schedule II~~ (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring net losses from continuing operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. ~~The~~ ~~Company~~Our isaudit ~~not~~included ~~required~~performing procedures to ~~have,~~assess ~~nor~~the ~~were~~risks weof ~~engaged~~material tomisstatement ~~perform~~of the consolidated financial statements, anwhether ~~audit~~due ofto ~~its~~error ~~internal~~or ~~control~~fraud, ~~over~~and ~~financial~~performing ~~reporting~~procedures that respond to those risks. AsSuch ~~part of~~procedures ~~our~~included ~~audit~~examining, weon ~~are~~a ~~required~~test tobasis, ~~obtain~~evidence anregarding ~~understanding~~the ofamounts ~~internal~~and ~~control~~disclosures ~~over~~in the consolidated financial ~~reporting~~statements. ~~but~~Our ~~not~~audit ~~for~~also included evaluating the ~~purpose~~accounting ofprinciples ~~expressing an~~used ~~opinion~~and onsignificant ~~the~~estimates ~~effectiveness~~made ofby management, as well as evaluating the ~~Company’s~~overall ~~internal~~presentation ~~control~~of ~~over~~the consolidated financial ~~reporting~~statements. ~~Accordingly,~~We webelieve ~~express~~that noour ~~such~~audit provides a reasonable basis for our opinion.

F-2

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of goodwill

As discussed in Note 2 and 11 to the consolidated financial statements, goodwill is tested for impairment at least annually on October 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company determines the fair value of its reporting units using an equal weighting of the discounted cash flow method of an income approach and the value indicated by the market approach. The assumptions used to determine the fair value of goodwill include projections of revenue growth, operating margins, the long-term rates of growth and the discount rate. The Company has $42,575 thousand of goodwill as of December 31, 2024, which relates to four reporting units.

We identified the evaluation of the goodwill impairment analysis as a critical audit matter. There was a high degree of subjective auditor judgment in evaluating the key assumptions used in the discounted cash flow analysis used to estimate the fair value of the reporting units. Changes to those assumptions, including revenue growth rates, operating margin projections, the long-term rates of growth and the discount rate could have had a significant effect on the Company’s determination of the fair value of the reporting units. Additionally, the use of professionals with specialized skills and knowledge was required to assess the long-term rates of growth and the discount rate assumptions.

The following are the primary procedures we performed to address this critical audit matter. We performed sensitivity analyses over the Company’s revenue growth rates and operating margin projection assumptions to assess the impact any changes to those assumptions could have had on the Company’s fair value estimate. We evaluated the revenue growth rates and operating margin projection assumptions by (1) comparing them to the historical results of the reporting units, (2) comparing such assumptions to industry reports and (3) assessing the impact of external economic factors. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

● evaluating the long-term rates of growth by comparing them to long-term rate of growth ranges that were independently developed using publicly available industry and economic growth rates

● evaluating the discount rate by independently developing a range of rates using independently obtained market rate data of guideline public companies and comparing the independent range to the rate used by the Company.

F-3

Sufficiency of audit evidence over programmatic advertising revenue and publisher revenue

As discussed in Note 2 to the consolidated financial statements, the Company recorded digital advertising revenue of $93,008 thousand, a portion of which related to programmatic advertising revenue, and licensing and publisher revenue of $8,781 thousand, a portion of which related to publisher revenue, for the year ended December 31, 2024.

We identified the evaluation of the sufficiency of audit evidence related to programmatic advertising revenue and publisher revenue as a critical audit matter. Subjective auditor judgment was required to determine the nature and extent of procedures to be performed over programmatic advertising and publisher revenue due to the high volume of transactions dependent on third party service providers and other parties responsible for the initiation and processing of transactions and the determination of transaction price.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over programmatic advertising and publisher revenue, including the initiation and satisfaction of performance obligations and determination of transaction price. We evaluated the design and tested the operating effectiveness of certain internal controls related to the programmatic advertising revenue process, which included controls residing at certain third-party service providers. For a sample of programmatic advertising revenue transactions, we compared the amounts recognized to underlying impressions reports received from third party service organizations, cash receipts, and external confirmation of transactions from certain customers. For a sample of publisher revenue transactions, we compared the amounts recognized to revenue share statements received directly from publisher partners and cash receipts. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

/s/ KPMG LLP

We ~~have~~ served as the Company’s auditor ~~since~~from 2024 to 2025.

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Chicago, Illinois

April 15, 2025, except for Note 25, as to which the date is March 16, 2026.

F-47

~~REPORT OF~~Table ~~INDEPENDENT~~of ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Contents

To the Shareholders and Board of Directors of

The Arena Group Holdings, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of The Arena Group Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ deficiency and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and may need to restructure its debt to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Marcum llp

Marcum LLP

We have served as the Company’s auditor from 2019 through July 11, 2024.

New York, NY

April 1, 2024, except for Notes 3 and 26, as to which the date is April 15, 2025

F-5

THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	2024			2023
	As of December 31,
	2024			2023
	($ in thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	4,362		$	9,284
Accounts receivable, net		31,115			31,676
Prepayments and other current assets		4,757			5,791
Current assets from discontinued operations		-			43,648
Total current assets		40,234			90,399
Property and equipment, net		148			328
Operating lease right-of-use assets		2,340			176
Platform development, net		8,115			8,723
Acquired and other intangible assets, net		22,789			27,457
Other long-term assets		151			1,003
Goodwill		42,575			42,575
Noncurrent assets from discontinued operations		-			18,217
Total assets	$	116,352		$	188,878
Liabilities, mezzanine equity and stockholders’ deficiency
Current liabilities:
Accounts payable	$	4,844		$	7,803
Accrued expenses and other		10,990			28,903
Line of credit		-			19,609
Unearned revenue		6,349			16,938
Subscription refund liability		430			46
Operating lease liability		254			358
Contingent consideration		-			1,571
Liquidated damages payable		3,230			2,924
Bridge notes		-			7,887
Debt		-			102,309
Current liabilities from discontinued operations		96,159			47,673
Total current liabilities		122,256			236,021
Unearned revenue, net of current portion		403			542
Operating lease liability, net of current portion		1,964			-
Other long-term liabilities		-			406
Deferred tax liabilities		802			599
Simplify loan		10,651			-
Debt		110,436			-
Noncurrent liabilities from discontinued operations		-			10,137
Total liabilities		246,512			247,705
Commitments and contingencies (Note 25)		-			-
Mezzanine equity:
Series G redeemable and convertible preferred stock, $0.01 par value, $1,000 per share liquidation value and 1,800 shares designated; aggregate liquidation value: $168; Series G shares issued and outstanding: 168; common shares issuable upon conversion: 8,582 at December 31, 2024 and December 31, 2023		168			168
Total mezzanine equity		168			168
Stockholders’ deficiency:
Common stock, $0.01 par value, authorized 1,000,000,000 shares: issued and outstanding; 47,556,267 and 23,836,706 shares December 31, 2024 and 2023, respectively		475			237
Additional paid-in capital		348,560			319,421
Accumulated deficit		(479,363	)		(378,653	)
Total stockholders’ deficiency		(130,328	)		(58,995	)
Total liabilities, mezzanine equity and stockholders’ deficiency	$	116,352		$	188,878

(In thousands of dollars, except for share data)


	As of December 31,
	2025		2024
	($ in thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	10,338	$	4,362
Accounts receivable (net of allowances of $1,255 in 2025 and $1,458 in 2024)	22,270		31,115
Prepayments and other current assets	3,022		4,757

Total current assets	35,630		40,234
Property and equipment, net	56		148
Operating lease right-of-use assets	2,031		2,340
Platform development, net	9,762		8,115
Acquired and other intangible assets, net	22,412		22,789
Other long term assets	137		151
Goodwill	42,575		42,575
Total assets	$	112,603	$	116,352
Liabilities, mezzanine equity and stockholders’ deficiency
Current liabilities:
Accounts payable	$	1,676	$	4,844
Accrued expenses and other	7,631		10,990
Unearned revenue	3,251		6,349
Subscription and returns reserve liability	508		430
Operating lease liability, current portion	402		254
Liquidated damages payable	3,535		3,230


Current liabilities from discontinued operations	–		96,159
Total current liabilities	17,003		122,256
Unearned revenue, net of current portion	43		403
Operating lease liability, net of current portion	2,071		1,964

Deferred tax liabilities	733		802
Simplify loan	–		10,651
Term debt	97,578		110,436
Total liabilities	117,428		246,512
Commitments and contingencies (Note 24)
Mezzanine equity:
Series G redeemable and convertible preferred stock, $0.01 par value,$1,000 per share liquidation value and 1,800 shares designated; aggregate liquidation value: $– and $168; Series G shares issued and outstanding: – and 168 ; common shares issuable upon conversion: – and 8,582 at December 31, 2025 and December 31, 2024	–		168
Total mezzanine equity	–		168
Stockholders' deficiency:
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 47,594,930 and 47,556,267 shares at December 31, 2025 and December 31, 2024, respectively	482		475
Additional paid-in capital	349,198		348,560
Accumulated deficit	(354,505)		(479,363)
Total stockholders’ deficiency	(4,825)		(130,328)
Total liabilities, mezzanine equity and stockholders’ deficiency	$	112,603	$	116,352

See accompanying notes to consolidated financial statements.

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THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	2024			2023
	Years Ended December 31,
	2024			2023
	($ in thousands, except share data)
Revenue	$	125,907		$	143,630
Cost of revenue (includes amortization for developed technology and platform development for 2024 and 2023 of $5,988 and $8,782, respectively)		70,189			88,357
Gross profit		55,718			55,273
Operating expenses
Selling and marketing		12,548			24,263
General and administrative		30,399			43,783
Depreciation and amortization		3,704			4,243
Loss on impairment of assets		1,198			119
Loss on sale of assets		-			325
Total operating expenses		47,849			72,733
Income (loss) from operations		7,869			(17,460	)
Other expenses
Change in valuation of contingent consideration		(313	)		(1,010	)
Interest expense, net		(14,668	)		(17,965	)
Liquidated damages		(306	)		(583	)
Total other expenses		(15,287	)		(19,558	)
Loss before income taxes		(7,418	)		(37,018	)
Income tax provision		(249	)		(197	)
Loss from continuing operations		(7,667	)		(37,215	)
Loss from discontinued operations, net of tax		(93,043	)		(18,367	)
Net loss	$	(100,710	)	$	(55,582	)
Basic and diluted net loss per common share:
Continuing operations	$	(0.22	)	$	(1.67	)
Discontinued operations		(2.63	)		(0.82	)
Basic and diluted net loss per common share	$	(2.85	)	$	(2.49	)
Weighted average number of common shares outstanding – basic and diluted		35,405,336			22,323,763

(In thousands of dollars, except for share data)


	Years Ended December 31,
		2025		2024
	($ in thousands, except share data)
Revenue		$	134,828	$	125,907
Cost of revenue (includes amortization of platform development and developed technology for 2025 and 2024 of $5,418 and $5,988, respectively)		66,479		70,189
Gross profit		68,349		55,718
Operating expenses
Selling and marketing		7,033		12,548
General and administrative		17,056		30,399
Depreciation and amortization		3,469		3,704
Loss on impairment of assets		–		1,198
Total operating expenses		27,558		47,849
Income from operations		40,791		7,869
Other (expense) income
Change in valuation of contingent consideration		–		(313)
Interest expense, net		(11,358)		(14,668)
Liquidated damages		(305)		(306)
Total other expense		(11,663)		(15,287)
Income (loss) before income taxes		29,128		(7,418)
Income tax provision		(520)		(249)
Income (loss) from continuing operations		28,608		(7,667)
Income (loss) from discontinued operations, net of tax		96,250		(93,043)
Net income (loss)		$	124,858	$	(100,710)
Basic net income (loss) per common share (Note 2):
Continuing operations		$	0.60	$	(0.22)
Discontinued operations		2.03		(2.63)
Basic net income (loss) per common share		$	2.63	$	(2.85)
Diluted net income (loss) per common share (Note 2):
Continuing operations		$	0.60	$	(0.22)
Discontinued operations		2.02		(2.63)
Diluted net income (loss) per common share		$	2.62	$	(2.85)
Weighted average number of common shares outstanding (Note 2):
Basic		47,465,214		35,405,336
Diluted		47,666,424		35,405,336

See accompanying notes to consolidated financial statements

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THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

~~Year Ended~~(In ~~December~~thousands 31of dollars, ~~2024~~except for share data)

	Shares			Par Value			Shares		Par Value		Capital			Deficit			Deficiency
	Common Stock						Common Stock to be Issued				Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Par Value			Shares		Par Value		Capital			Deficit			Deficiency
	($ in thousands, except share data)
Balance at January 1, 2024		23,836,706		$	237			2,701	$	-	$	319,421		$	(378,653	)	$	(58,995	)
Issuance of common stock pursuant to common stock purchase agreement in connection with exchange of debt		17,797,817			178			-		-		14,822			-			15,000
Issuance of common stock in connection with private placement		5,555,555			56			-		-		11,944			-			12,000
Issuance of common stock for restricted stock units		971,863			10			-		-		(10	)		-			-
Common stock withheld for taxes		(330,982	)		(3	)		-		-		(531	)		-			(534	)
Repurchase of common stock for Fexy put option		(274,692	)		(3	)		-		-		(376	)		-			(379	)
Stock-based compensation		-			-			-		-		3,290			-			3,290
Net loss		-			-			-		-		-			(100,710	)		(100,710	)
Balance at December 31, 2024		47,556,267		$	475			2,701	$	-	$	348,560		$	(479,363	)	$	(130,328	)

Year Ended December 31, 2025

F-8


	Common Stock			Common To Be Issued
	Shares	Par Value		Shares	Par value		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Deficiency
	($ in thousands, except share data)
Balance at January 1 , 2025	47,556,267	$	475	2,701	$	-	$	348,560	$	(479,363)	$	(130,328)
Issuance of common stock upon conversion of series G convertible preferred stock	8,582	–		–	–		168		–		168
Issuance of common stock for restricted stock units	34,056	–		–	–		–		–		–
Common stock withheld for taxes	(6,901)	–		–	–		(29)		–		(29)
Issuance of common stock upon exercise of stock options	2,926	7		–	–		(11)		–		(4)
Stock-based compensation	–	–		–	–		510		–		510
Net income	–	–		–	–		–		124,858		124,858
Balance at December 31 , 2025	47,594,930	$	482	2,701	$	–	$	349,198	$	(354,505)	$	(4,825)

See accompanying notes to consolidated financial statements

F-10

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THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

~~Year Ended~~(In ~~December~~thousands 31of dollars, ~~2023~~except for share data)

	Common Stock						Common Stock to be Issued					Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Par Value			Shares			Par Value		Capital			Deficit			Deficiency
	($ in thousands, except share data)
Balance at January 1, 2023		18,303,193		$	182			41,283		$	-	$	270,743		$	(323,071	)	$	(52,146	)
Balance		18,303,193		$	182			41,283		$	-	$	270,743		$	(323,071	)	$	(52,146	)
Issuance of common stock in connection with registered direct offering		2,963,918			30			-			-		11,114			-			11,144
Issuance of common stock upon conversion of series H convertible preferred stock		1,981,128			20			-			-		12,988			-			13,008
Issuance of common stock in connection with the acquisition of Fexy Studios		274,692			3			-			-		1,997			-			2,000
Issuance of common stock in connection with settlement of liquidated damages		47,252			-			-			-		369			-			369
Gain upon issuance of common stock in connection with settlement of liquidated damages		-			-			-			-		130			-			130
Issuance of common stock for restricted stock units		429,528			4			-			-		(4	)		-			-
Common stock withheld for taxes		(202,382	)		(2	)		-			-		(1,421	)		-			(1,423	)
Issuance of common stock upon exercise of stock options		795			-			-			-		-			-			-
Issuance of common stock in connection with acquisition		38,582			-			(38,582	)		-		-			-			-
Reclassification to liability upon modification of common stock option		-			-			-			-		(68	)		-			(68	)
Gain upon forgiveness of liquidated damages with principal stockholder		-			-			-			-		3,497			-			3,497
Stock-based compensation		-			-			-			-		20,076			-			20,076
Net loss		-			-			-			-		-			(55,582	)		(55,582	)
Balance at December 31, 2023		23,836,706		$	237			2,701		$	-	$	319,421		$	(378,653	)	$	(58,995	)
Balance		23,836,706		$	237			2,701		$	-	$	319,421		$	(378,653	)	$	(58,995	)

Year Ended December 31, 2024


	Common Stock			Common To Be Issued
	Shares	Par Value		Shares	Par value		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Deficiency
	($ in thousands, except share data)
Balance at January 1, 2024	23,836,706	$	237	2,701	$	–	$	319,421	$	(378,653)	$	(58,995)
Issuance of common stock in connection with exchange of debt	17,797,817	178		–	–		14,822		–		15,000
Issuance of common stock in connection with private placement	5,555,555	56		–	–		11,944		–		12,000
Issuance of common stock for restricted stock units	971,863	10		–	–		(10)		–		–
Common stock withheld for taxes	(330,982)	(3)		–	–		(531)		–		(534)
Repurchase of common stock for Fexy put option	(274,692)	(3)		–	–		(376)		–		(379)
Stock-based compensation	–	–		–	–		3,290		–		3,290
Net loss	–	–		–	–		–		(100,710)		(100,710)
Balance at December 31, 2024	47,556,267	$	475	2,701	$	–	$	348,560	$	(479,363)	$	(130,328)

See accompanying notes to consolidated financial statements.

F-911

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THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2024			2023
	Years Ended December 31,
	2024			2023
	($ in thousands)
Cash flows from operating activities
Net loss	$	(100,710	)	$	(55,582	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment		234			352
Amortization of platform development and intangible assets		11,859			27,354
Amortization of debt costs		658			2,378
Noncash and accrued interest		-			3,824
Loss on impairment of assets		40,589			119
Loss on sale of assets		-			325
Change in valuation of contingent consideration		313			1,010
Liquidated damages		306			583
Stock-based compensation		3,031			19,060
Deferred income taxes		203			134
Bad debt expense		2,992			315
Other		(19	)		-
Change in operating assets and liabilities net of effect of acquisitions:
Accounts receivable		10,478			(11,599	)
Subscription acquisition costs		6,131			3,143
Prepayments and other current assets		1,841			(2,157	)
Other long-term assets		852			(77	)
Accounts payable		(3,730	)		(2,663	)
Accrued expenses and other		29,688			3,453
Unearned revenue		(18,803	)		(7,970	)
Subscription refund liability		404			(396	)
Operating lease liability		(304	)		(231	)
Contingent consideration		(1,683	)		-
Other long-term liabilities		(406	)		(6,147	)
Net cash used in operating activities		(16,076	)		(24,772	)
Cash flows from investing activities
Purchases of property and equipment		(54	)		-
Capitalized platform development		(5,121	)		(3,773	)
Proceeds from sale of assets		-			1,061
Payments for acquisitions, net of cash		-			(500	)
Net cash used in investing activities		(5,175	)		(3,212	)
Cash flows from financing activities
Proceeds from bridge notes, net of debt costs		-			8,000
Payment of Fexy put option		(561	)		-
(Repayments) proceeds under line of credit		(20,027	)		5,517
Proceeds from common stock private placement		12,000			-
Proceeds from Simplify loan		25,651			-
Proceeds from common stock public offering, net of offering costs		-			11,500
Payments of issuance costs from common stock public offering		-			(167	)
Payments of debt issuance costs		-			(457	)
Payment of deferred cash payment		(200	)		(75	)
Payment for taxes related to common stock withheld for taxes		(534	)		(1,423	)
Net cash provided by financing activities		16,329			22,895
Net decrease in cash and cash equivalents		(4,922	)		(5,089	)
Cash and cash equivalents – beginning of year		9,284			14,373
Cash, and cash equivalents – end of year	$	4,362		$	9,284
Supplemental disclosure of cash flow information
Cash paid for interest	$	17,837		$	12,101
Cash paid for income taxes		85			85
Noncash investing and financing activities
Reclassification of stock-based compensation to platform development	$	259		$	1,016
Debt costs recorded in accrued expenses and other and in other long-term liabilities		-			189
Repurchase of common stock for Fexy put option		379			-
Issuance of common stock upon conversion of Series H convertible preferred stock		15,000			-
Issuance of common stock in connection with settlement of liquidated damages		-			499
Issuance of common stock upon conversion of series H preferred stock		-			13,008
Issuance of common stock in connection with an acquisition		-			2,000
Deferred cash payments recorded in connection with acquisitions		-			246
Assumption of liabilities in connection with acquisitions		-			1,246
Reclassification to liability upon common stock modification		-			68

(In thousands of dollars)


	Years Ended December 31,
	2025		2024

Cash flows from operating activities
Net income (loss)	$	124,858	$	(100,710)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation of property and equipment	92		234
Amortization of platform development and intangible assets	8,795		11,859
Amortization of debt costs	142		658

Loss on impairment of assets	–		40,589
Change in fair value of contingent consideration	–		313
Liquidated damages	305		306
Stock-based compensation	485		3,031
Deferred income taxes	(69)		203
Provision for credit losses	614		2,992
Non-cash lease expense	309		—
Other, net	(4)		(19)
Change in operating assets and liabilities:
Accounts receivable	8,231		10,478
Subscription acquisition costs	–		6,131
Prepayments and other current assets	1,735		1,841
Other long-term assets	14		852
Accounts payable	(4,951)		(3,730)
Accrued expenses and other	(53,078)		29,688
Unearned revenue	(48,142)		(18,803)
Subscription and returns reserve liability	(345)		404
Operating lease liability	255		(304)
Contingent consideration	–		(1,683)
Other long-term liabilities	–		(406)
Net cash provided by (used in) operating activities	39,246		(16,076)
Cash flows from investing activities
Purchases of property and equipment	–		(54)
Purchases of intangible assets	(2,550)		–
Capitalized platform development	(7,040)		(5,121)
Net cash used in investing activities	(9,590)		(5,175)
Cash flows from financing activities
Payment of Fexy put option	–		(561)
Repayments under line of credit	–		(20,027)
Proceeds from common stock private placement	–		12,000
Repayment of Term Debt	(13,000)		–
Proceeds from Simplify loan	–		25,651
Repayment of Simplify loan	(10,651)		–
Payments of deferred cash payment	–		(200)
Payments of taxes from common stock withheld	(29)		(534)
Net cash (used in) provided by financing activities	(23,680)		16,329
Net change in cash and cash equivalents	5,976		(4,922)
Cash and cash equivalents — beginning of year	4,362		9,284
Cash and cash equivalents — end of period	$	10,338	$	4,362
Supplemental disclosures of cash flow information
Cash paid for interest	$	11,551	$	17,837
Cash paid for income taxes	862		85
Noncash investing and financing activities
Reclassification of stock-based compensation to platform development	$	25	$	259
Purchase of intangible asset with accrued expenses and other	450		–
Repurchase of common stock for Fexy put option	–		379
Issuance of common stock upon exercise of stock options	(4)		–
Issuance of common stock upon conversion of series G convertible preferred stock	168		—
Issuance of common stock upon conversion of Series H convertible preferred stock	–		15,000

See accompanying notes to consolidated financial statements.

F-1012

Table of Contents

THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in thousands, unless otherwise stated)

1. Organization and Basis of Presentation

Organization

The Arena Holdings Group, Inc. (“The Arena Group” or the “Company”), was incorporated in Delaware on October 1, 1990. On ~~October 11, 2016, the predecessor entity now known as~~ The Arena Group exchanged its shares with another entity that was incorporated in Delaware on July 22, 2016. On November 4, 2016, these entities consummated a recapitalization. This resulted in The Arena Group becoming the parent entity, and the other Delaware entity becoming the wholly owned subsidiary. On December 19, 2019, the Company’s wholly owned subsidiaries ~~The~~consist ~~Arena Platform, Inc. (formerly known as Maven Coalition, Inc.), and HubPages, Inc. (“HubPages”), which was acquired by the Company in a merger during 2018, were merged into another~~ of the Company’s wholly owned subsidiaries, Say Media, Inc. (“Say Media”), which was acquired by the Company in a merger during 2018, with Say Media as the surviving corporation. On January 6, 2020, Say Media changed its name to The Arena Platform, Inc. (“The Arena Platform”)~~. As of December 31~~, ~~2024, the Company’s wholly owned subsidiaries consist of~~ The Arena ~~Platform, The Arena~~ Media Brands, LLC (“Arena Media”) (formerly known as Maven Media Brands, LLC) formed during 2019 as a wholly owned subsidiary of The Arena Group), TheStreet, Inc. (“TheStreet” acquired by the Company in a merger during 2019), College Spun Media Incorporated (“The Spun” acquired by the Company in a merger during ~~2021~~2022), Athlon Holdings, Inc. (“Parade” acquired by the Company in a merger during ~~2022~~2023), ~~and~~ Athlon Sports Communications, Inc., and TravelHost, LLC ("TravelHost" acquired by the Company in 2025).

The Company changed its legal name to The Arena Group Holdings, Inc. from TheMaven, Inc. on February 8, 2022. The Company’s subsidiaries changed their corporate names to The Arena Platform, Inc. from Maven Coalition, Inc. and to The Arena Media Brands, LLC from Maven Media Brands, LLC on February 18, 2022.

Unless the context indicates otherwise, The Arena Group, The Arena Platform, TheStreet, The Spun and Parade, are together hereinafter referred to as the “Company.”

Business Operations

The ~~Company~~ isArena aGroup ~~media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform (the “Platform”) empowering publishers who impact~~Holdings, ~~inform, educate, and entertain~~Inc. ~~The Company’s strategy is to focus on key subject matter verticals where audiences are passionate about a topic category~~ (~~e.g.,~~“Arena ~~sports & leisure~~Group,” ~~lifestyle~~“we, ~~and~~” ~~finance)~~or ~~where it can leverage the strength of its core brands to grow its audience and increase monetization both within its core brands as well as for its media publisher partners (each, a~~ “~~Publisher Partner~~our”). ~~The Company’s focus~~ is ona ~~leveraging its~~brand, ~~Platform~~data and ~~brands~~IP incompany ~~targeted~~that ~~verticals to maximize audience reach~~builds, ~~enhance engagement~~acquires, and ~~optimize~~scales ~~monetization~~high-performing of digital ~~publishing~~ assets. ~~for~~We ~~the~~combine ~~benefit of its users~~technology, ~~its advertiser clients~~storytelling, and ~~its~~entrepreneurship ~~greater~~to ~~than~~create 20deep ~~owned~~content ~~and~~verticals ~~operated~~that ~~properties~~engage aspassionate ~~well~~audiences asacross ~~properties it~~sports ~~runs~~& ~~on behalf of independent Publisher Partners. The Company owns and operates Athlon Sports~~leisure, ~~TheStreet~~lifestyle, ~~The Spun, Parade,~~ and ~~Men’s Journal and powers more than 150 independent Publisher Partners~~finance.

~~Each Publisher~~We ~~Partner~~utilize ~~joins~~a ~~the~~proprietary ~~Platform~~entrepreneurial bypublishing ~~invitation~~model ~~only~~designed ~~with~~to ~~the~~scale ~~objective~~digital ~~of improving the Company’s position in key verticals while optimizing the performance of the Publisher Partner. Publisher Partners incur the costs in~~ content ~~creation~~with onhigh ~~their~~efficiency ~~respective channels~~ and ~~receive~~minimal acapital ~~share~~intensity. ofCentral ~~the~~to ~~revenue~~this ~~associated~~strategy ~~with~~is ~~their content. Because of~~ the ~~state-of-the-art~~alignment ~~technology and large scale~~ of ~~the~~editorial ~~Platform~~incentives ~~and~~with the Company’s expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually benefit from the Company’s ongoing technological advances and audience ~~development expertise~~engagement. ~~While the~~Our ~~Publisher~~entrepreneurial ~~Partners~~publishing ~~benefit~~framework ~~from~~replaces ~~these~~traditional ~~critical~~fixed ~~performance~~labor ~~improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management~~ costs. ~~Additionally,~~with ~~the Company believes the lead brands within its verticals create~~ a ~~halo~~performance-based, ~~benefit~~variable ~~for~~cost ~~all~~structure ~~Publisher~~where ~~Partners~~individual ~~while~~creators ~~each~~contributing ofcontent ~~them adds~~ to ~~the~~our ~~breadth~~owned and ~~quality~~operated ofsites ~~content.~~("Expert ~~While~~Contributors") ~~the~~earn ~~Publisher~~a ~~Partners benefit~~share ~~from~~of ~~these~~revenue ~~critical~~generated ~~performance~~by ~~improvements,~~their ~~they~~specific ~~may also save substantial technology, infrastructure, advertising sales, member marketing and management costs~~channels.

~~F-11~~Our platform empowers creators and entrepreneurs to build thriving digital businesses leveraging our infrastructure, audience development expertise, and monetization engine to accelerate growth. Through our portfolio of owned and operated brands, including TheStreet, Parade, Men’s Journal, Athlon Sports, the Adventure Network (which includes Surfer, Powder, and Bike among other brands), and others, we deliver trusted content and meaningful experiences to millions of users each month.

~~Of the~~Our ~~more~~model ~~than~~blends ~~150~~the ~~Publisher~~agility ~~Partners, a majority~~ of ~~them~~entrepreneurship ~~publish content which aligns~~ with ~~one~~the scale of ~~our~~a ~~four~~media ~~verticals (sports & leisure~~network, ~~finance,~~ ~~lifestyle~~driving ~~and~~growth ~~platform), and oversee an online community~~ for ~~their respective sites, leveraging~~ our ~~Platform~~partners, ~~monetization operation~~advertisers, ~~distribution~~ ~~channels~~ and ~~data and analytics offerings, and benefiting from our ability to engage the collective~~ audiences ~~within a single network~~alike. Generally, Publisher Partners are independently owned, strategic partners who receive a share of revenue from the interaction with their content. Audiences expand and advertising revenue may improve due to the scale we have achieved by combining all Publisher Partners into a single platform and a large and experienced sales organization. They also benefit from our membership marketing and management systems, which we believe will enhance their revenue.

Platform

The Company developed the Platform, a proprietary online publishing platform that provides its owned and operated media businesses, Publisher Partners (who are third parties producing and publishing content on their own domains), and individual creators contributing content to its owned and operated sites (“Expert Contributors”), the ability to produce and manage editorially focused content through tools and services provided by it. The Company has also developed proprietary advertising technology, techniques and relationships that allow it, its Publisher Partners, and its Expert Contributors to monetize editorially focused online content through various display and video advertisements and tools and services for driving a subscription or membership based business and other monetization services (the “Monetization Solutions” and, together with the Platform, the “Platform Services”). The Company’s Platform offers audiences bespoke content with optimized design and page construction.

The Platform comprises state-of-the-art publishing tools, video platforms, social distribution channels, newsletter technology, machine learning content recommendations, notifications, and other technology that deliver a complete set of features to drive a digital media business in an entirely cloud-based suite of services. The Company’s software engineering and product development teams are experienced at delivering these services at scale. The Company continues to develop the Platform software by combining proprietary code with components from the open-source community, plus select commercial services as well as identifying, acquiring, and integrating other platform technologies where it sees unique long-term benefits to it.

Seasonality

The Company experiences seasonality in its business as a result of typical seasonal spending trends in the advertising industry due to consumer behavior and market activity throughout the year. These seasonal trends are driven by calendar or commercial events that happen annually including holidays, weather, school terms, sports seasons and major sporting events. Seasonality can be viewed between the Company’s fiscal quarters. The first quarter of the calendar year is notably the Company’s most challenging quarter for revenue performance. During this quarter, advertisers are planning their budgets and current year spend and consumer spending declines after the holidays. As ~~a result, Revenue per Page View (“RPM”) is typically lowest during the first quarter.~~ During the second quarter of the calendar year, the Company typically see advertisers starting to spend their budgets more actively, which results in ~~RPMs~~revenue starting to recover. Summer is traditionally a quiet season, as people spend more time outdoors and less time online resulting in lower revenue in the third quarter. Advertisers usually readjust their budgets during this time and devise new strategies for the remainder of the year. Naturally, the Company sees the highest dip in July, after which ~~RPMs~~revenue gradually start to increase. The fourth quarter of the calendar year isoften ~~the~~represents ~~Company’s~~our ~~most~~strongest ~~profitable~~period ~~season.~~as ~~Advertising~~advertising demand typically peaks ~~in the fourth quarter as advertisers tend to concentrate their budgets~~ during the holiday season. This trend is magnified by professional sports and college football ~~seasons,~~calendars ~~which~~as ~~account~~related coverage accounts for a significant portion of ~~the~~our ~~Company’s~~ advertising revenue during that period of the year. Other sporting ~~events such as the Super Bowl, the Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased traffic at the time of these respective events.~~

~~Going Concern~~F-13

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events such as the Super Bowl, the Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased revenue at the time of these respective events.

Liquidity and Going Concern

The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern.

~~F-12~~For the year ended December 31, 2025, the Company generated income from continuing operations of $28,608, compared with loss from continuing operations of $7,667 for the year ended December 31, 2024. As of December 31, 2025, the Company had cash on hand of $10,338 and a working capital surplus of $18,627. Management has evaluated the Company’s income from continuing operations, positive working capital position, the extension of the maturity of its outstanding debt (see FN 17, Term Debt), and the resolution of the $90,000 liability related to ABG (see FN 3, Discontinued Operations) in determining whether the significance of those conditions or events would limit its ability to meet its obligations when due, including under the Loan Documents and Simplify Loan (See Note 16, Simplify Loan). In the year ended December 31, 2024, the Company disclosed that substantial doubt existed regarding its ability to continue as a going concern due to recurring losses, a working capital deficit, and limited liquidity. The working capital deficit existed due to the Company's classification of its outstanding debt as a current liability and the accrual of several liabilities from discontinued operations. The Company continues to improve financial performance through revenue growth and reduction of costs and monthly cash requirements, and to maintain compliance with the terms of all outstanding debt agreements, and has taken actions to resolve current and potential future liabilities, such as resolving pending litigation. These improvements are demonstrated by consecutive profitable results in all quarters of 2025.

~~For the~~As ~~year ended December 31, 2024, the Company incurred~~ a ~~net~~result ~~loss from continuing operations~~ of ~~$7,667,~~these ~~and as of December 31~~developments, ~~2024, had~~management ~~cash~~has onconcluded ~~hand~~that ofthe ~~$4,362~~conditions ~~and~~that apreviously ~~working~~raised ~~capital~~substantial ~~deficit~~doubt ofabout ~~$82,022. Management has evaluated~~ the Company’s ~~net loss from continuing operations and working capital deficit to determine if the significance of those conditions or events would limit its~~ ability to ~~meet its~~continue ~~obligations~~as ~~when~~a ~~due,~~going ~~including~~concern ~~under~~no ~~the~~longer ~~Loan Documents and Simplify Loan~~exist. ~~In its evaluation~~Accordingly, management has determined that there is no longer substantial doubt ~~exists~~ about the Company’s ability to continue as a going concern for aat least one- year ~~period~~from ~~following~~ the ~~financial statement issuance~~ date ~~due to~~ the ~~net~~financial ~~loss~~statements ~~from~~are ~~continued operations and working capital deficit~~issued.

The Company’s financial results have improved in recent periods due to headcount and consulting spend reductions. In addition, the Company is planning to continue improving monthly financial performance through the reduction of costs and monthly cash requirements, maintain compliance with the terms of all outstanding debt agreements, and take actions to resolve current and potential future liabilities to alleviate the conditions that raise substantial doubt about its ability to continue as a going concern, such as resolving pending litigation. However, there can be no assurance that the Company will be able to execute these plans. If the Company is unable to execute these plans, it could lead to selling assets and further reducing costs and cash requirements.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of The Arena Group and its wholly owned subsidiaries, Arena Media, Arena Platform, TheStreet, The Spun and Parade. Intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include: allowance for credit losses; capitalization of platform development and associated useful lives; goodwill and other acquired intangible assets and associated useful lives; assumptions used in accruals for potential liabilities; stock-based compensation and the determination of the fair value; valuation allowances for deferred tax assets and uncertain tax positions; accounting for business combinations; the determination of the incremental borrowing rate; and assumptions used to calculate contingent liabilities. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates.

Risks and Uncertainties

The Company’s business and operations are sensitive to general business and economic conditions in the United States and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the United States and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and ~~economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.~~

F-14

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economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.

In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development.

~~F-13~~Uncertainty in the global economy presents significant risks to the Company’s business. Increases in inflation, instability in the global banking system, tariffs, geopolitical factors, including the ongoing conflicts in Ukraine and in the Middle East and the responses thereto may have an adverse effect on the Company’s business. While the Company is closely monitoring the impact of the current macroeconomic conditions on all aspects of its business, the ultimate extent of the impact on its business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of the Company’s control and could exist for an extended period of time. As a result, the Company is subject to continuing risks and uncertainties.

~~Uncertainty in~~Comprehensive ~~the~~Income global economy presents significant risks to the Company’s business. Increases in inflation, instability in the global banking system, tariffs, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto may have an adverse effect on the Company’s business. While the Company is closely monitoring the impact of the current macroeconomic conditions on all aspects of its business, the ultimate extent of the impact on its business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of the Company’s control and could exist for an extended period of time. As a result, the Company is subject to continuing risks and uncertainties.(Loss)

Comprehensive ~~Loss~~ income (loss) is defined as the change in stockholders’ deficit during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss), which consists of certain gains and losses that are excluded from net income (loss). The Company has not had any items of other comprehensive income (loss); therefore, comprehensive income (loss) equals net income (loss) for the periods presented.

Comprehensive loss is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss includes net loss as well as other changes in stockholders’ deficit which includes certain changes in equity that are excluded from net loss. To date, the Company has not had any transactions that are required to be reported in comprehensive loss other than the net loss incurred from operations.

Segment Reporting

The Company operates within the media industry, providing digital content across four primary verticals (as further described in Note 2625, Segment Reporting) through its publishing platform. The Company leverages its Platform to build content verticals powered by anchor brands. The Company’s strategy is to focus on key subject matter verticals where audiences are passionate about a topic category where it can leverage the strength of its core brands to grow its audience and monetize editorially focused online content through various display and video advertisements that are viewed by internet users of the content. The Company has four reportable segments: Sports & Leisure, Finance, Lifestyle, and Platform & Other. The Company’s reportable segments are organized in subject matter verticals that offer content on the respective topic.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM evaluates performance and allocates resources for all of its reportable segments based on segment gross profit. This segment profit measure is defined as segment revenue less segment cost of revenue, consisting of those costs and expenses directly attributable to the segment. The segment profit measure is used by the CODM to assess the performance of each segment by comparing the results of each segment with one another (see Note 2625).

Revenue Recognition

In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services are transferred to the customer in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all revenue from contracts with customers. The Company has determined it is generally the principal in transactions with customers and therefore accounts for the majority of revenue on a gross as compared to a net basis, in its statement of operations. The Company has made this determination based on its control of the advertising inventory and the ability to monetize the advertising inventory or publications and determine price before transfer to the customer and because it is also the primary obligor responsible for providing the services to the customer. Significant costs of revenue are presented as a separate line item on the consolidated statements of operations.

The following is a description of the principal activities from which the Company generates revenue.

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Advertising Revenue

Digital Advertising – ~~the~~The Company recognizes revenue from digital advertisements at the point when each ad is viewed. The Company enters into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with its various channels. The quantity of advertisements, the impression bid prices, and revenue are reported on a real-time basis to its partners. Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end. The Company owes its independent third parties producing and publishing content on their own domains ("Publisher Partners") and certain Expert Contributors a revenue share of the advertising revenue earned for their services, which is recorded as service costs in the same period in which the associated advertising revenue is recognized.

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Advertising revenue is comprised of fees charged for the placement of advertising on the Company’s websites that the Company owns and operates and is recognized as the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably assured.

Performance Marketing

The Company recognizes revenue from numerous affiliate networks, which facilitate partnerships with merchants. The Company creates editorial and sponsored content recommending products and services to our readers, and the Company is paid a commission when a user clicks from our websites to a merchant and makes a transaction. The affiliate networks manage the attribution of clicks from our websites and transactions with the merchants. The commission rates are variable based on merchant, product category, seasonality, among other factors.

Subscription Revenue

Digital Subscriptions– the Company enters into contracts with internet users that subscribe to premium content on its owned and operated media channels and facilitates such contracts between internet users and its Publisher Partners. These contracts provide internet users with a membership subscription to access the premium content. For subscription revenue generated by its independent Publisher Partners’ content, the Company owes its Publisher Partners a revenue share of the membership subscription revenue earned, which is initially deferred and recorded as deferred contract costs. The Company recognizes deferred contract costs over the membership subscription term in the same pattern that the associated membership subscription revenue is recognized.

Digital subscription revenue generated from websites that the Company owns and operate are charged to customers’ credit cards or are directly billed to corporate subscribers and are generally billed in advance on a monthly, quarterly, or annual, or other basis. The Company calculates net subscription revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed credit card charges. Net subscription revenue is recognized ratably over the subscription periods. Unearned revenue relates to payments for subscription fees for which revenue has not been recognized because services have not yet been provided.

Newsstand

Includes single copy sales at newsstands recognized on the publication’s on-sale date, net of provisions for estimated returns. The Company bases its estimates for returns on historical experience and current marketplace conditions.

Licensing and Publisher Revenue

Content licensing-based revenues and publisher revenues are sales-based or usage-based royalties promised in exchange for a license of intellectual property which are typically exclusive and accrued monthly or quarterly based on the specific mechanisms of each contract. Revenues are generally sales-based or usage-based royalties provided as consideration for providing customers with new content on a recurring basis or in exchange for a license of intellectual property. For contracts to provide content as a recurring service, the Company recognizes the sales-based or usage-based royalty over time using the as-invoiced practical expedient. For contracts to provide one or more functional content licenses, the Company recognizes revenue at the point in time when the license is delivered and records the variable consideration in the contract as the subsequent sale or usage occurs. Guaranteed minimums represent fixed consideration and are recognized over time or at a point in time depending on the contract type.

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Performance Obligations

At contract inception, the Company assesses the obligations promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service or bundle that is distinct. To identify the performance obligations, the Company considers all the promises in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Company allocates the total contract consideration to each distinct performance obligation. Revenue is recognized when, or as, the performance obligations are satisfied, and control is transferred to the customer.

Digital Advertising – The Company sells digital advertising inventory on its websites directly to advertisers or through advertising agencies. The Company’s performance obligations related to digital advertising are generally satisfied when the advertisement is run on the Company’s platform.

Digital Subscriptions – The Company recognizes revenue from each membership subscription to access the premium content as a series of distinct services representing a single performance obligation that is satisfied over time based on a daily calculation of revenue during the reporting period, which is generally one year. Subscriber payments are initially recorded as unearned revenue on the balance sheet. The requirement of the Company is to provide the subscription service (it is the primary service sold to customers), which is substantially the same each day of the term, although the underlying activities it performs to provide the subscription service may vary from day to day.

Performance Marketing – Performance Marketing transactions involve the promotion of other companies’ products and services over the internet through digital advertising platforms. The Company includes links to products and services in its display content on the Platform. When a consumer clicks on the links and completes a purchase of a product or performs a specific action, such as signing up for a service, the Company earns commissions by promoting products and services through affiliate links. The promise to integrate links in its display content on the Platform is delivered when a consumer clicks on the links and completes a purchase.

An individual click is capable of being distinct since the customer can benefit from it on its own or together with readily available resources. An individual click is distinct in the context of the contract since each click is not dependent on any other click – the clicks are not highly affected or highly interrelated with other promises in the contract. Each click is distinct in the context of the contract. Therefore, a click on the link making a purchase is a single performance obligation.

Newsstand – The Company sells single copy magazines, or bundles of single copy magazines, to wholesalers for ultimate resale on newsstands, primarily at major retailers and grocery/drug stores, and in digital form on tablets and other electronic devices. Publications sold to magazine wholesalers are sold with the right to receive credit from the Company for magazines returned to the wholesaler by retailers.

Licensing and Publisher Revenues – The Company has entered into various licensing and syndication agreements that provide third-party partners with the right to utilize the Company’s content. Publisher Revenue is generated from the transfer of digital content on the Platform through republishing that content on third-party websites through the granting of a non-exclusive, non-transferable license. The Company is entitled to monthly fees based on the number of page views, which may include a monthly minimum guarantee of page views.

Determining the Transaction Price

Digital Advertising – The contractual transaction price in digital advertising contracts can vary. For direct digital advertising, the transaction price is determined by individual clicks on an ad (cost per click) or individual number of ad impressions, or delivering a specified number of ad impressions, regardless of whether the ad is clicked (i.e. count of display of ads to users - cost per thousand of impressions – CPM), delivering a certain number of clicks on an ad (cost per click), a cumulative guaranteed viewership across an entire ad campaign and fixed flat fee.

The contractual transaction price in digital advertising contracts can vary. For direct digital advertising, the transaction price is determined by individual clicks on an ad (cost per click) or individual number of ad impressions, or delivering a specified number of ad impressions, regardless of whether the ad is clicked (i.e. count of display of ads to users - cost per thousand of impressions – CPM), delivering a certain number of clicks on an ad (cost per click), a cumulative guaranteed viewership across an entire ad campaign and fixed flat fee.

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For programmatic digital advertising, specific pricing is not defined in the individual Sell-Side Platform (“SSP”) contract since the pricing is based on winning bids from real-time auctions, less any fees charged from the SSP. Programmatic pricing involves an automated bidding on ad inventory in real-time, often through ad exchanges. The Company’s ad operations department works with the SSP by providing pricing parameters, such as a floor price that the Company is willing to accept.

~~Performance Marketing~~F-17

~~The transaction~~Table price for Performance Marketing transactions is determined by specific outcomes such as sign-ups, purchases, or other actions initiated by users after interacting with the ad. The transaction price is calculated as a percentage of the retail price of the goods or services sold and delivered. Generally, the Company receives approximately 90 days following the end of each calendar month, payment for referral fees earned on qualifying products that were shipped during that month. If a customer returns a product that generated a referral fee, a deduction for the corresponding referral fee is taken from the next monthly payment. The Company records a liability for potential returns in the amount expected to be returned to the customer. The Company continuously updates its estimate of expected returns based on available information, such as historical returns and current market conditions.Contents

~~Publisher Revenue~~Performance Marketing – The transaction price for Performance Marketing transactions is determined by specific outcomes such as sign-ups, purchases, or other actions initiated by users after interacting with the ad. The transaction price is calculated as a percentage of the retail price of the goods or services sold and delivered. Generally, the Company receives approximately 90 days following the end of each calendar month, payment for referral fees earned on qualifying products that were shipped during that month. If a customer returns a product that generated a referral fee, a deduction for the corresponding referral fee is taken from the next monthly payment. The Company records a liability for potential returns in the amount expected to be returned to the customer. The Company continuously updates its estimate of expected returns based on available information, such as historical returns and current market conditions.

Publisher Revenue – Publisher Revenue is generated from the transfer of digital content on the Platform through republishing that content on third-party websites through the granting of a non-exclusive, non-transferable license. The Company is entitled to monthly fees based on the number of page views, which may include a monthly minimum guarantee of page views.

In exchange for providing the license, the Company will only receive as consideration a percentage of the gross revenue generated from the page views, essentially impressions (that is, usage-based consideration, which is considered a form of variable consideration). The transaction price is typically stated as a percentage of gross revenue generated from page views.

Digital Subscriptions – The transaction price is fixed upon the inception of the contract and includes the quantity and price of each subscription purchased and does not typically include any type of variable consideration.

The transaction price is fixed upon the inception of the contract and includes the quantity and price of each subscription purchased and does not typically include any type of variable consideration.

Timing of Satisfaction of Performance Obligations

Point-in-Time Performance Obligations – For performance obligations related to certain digital advertising space and sales of print advertisements, the Company determines that the customer can direct the use of and obtain substantially all the benefits from the advertising products as the digital impressions are served or on the issue’s on-sale date. For sales of single copy magazines on newsstands, revenue is recognized on the issue’s on-sale date, as the date aligns most closely with the date that control is transferred to the customer, net of estimated returns. Revenues from functional licenses and syndication arrangements are recognized as a usage-based royalty when the subsequent usage occurs.

Revenue from performance marketing transactions is recognized at the point in time when an individual clicks the link and makes a purchase, net of an estimate for potential returns.

Over-Time Performance Obligations – For performance obligations related to sales of certain digital advertising space, the Company transfers control and recognizes revenue over time by measuring progress towards complete satisfaction using the most appropriate method.

For performance obligations related to digital advertising, the Company satisfies its performance obligations on some flat-fee digital advertising placements over time using a time-elapsed output method.

Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. The Company has determined that the above methods provide a faithful depiction of the transfer of goods or services to the customer. For performance obligations recognized using a time-elapsed output method, the Company’s efforts are expended evenly throughout the period.

Performance obligations related to subscriptions to premium content on the digital media channels provide access for a given period of time, which is generally one year. The Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the reporting period.

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Disaggregation of Revenue

The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition:

Schedule of Disaggregation of Revenue


	Years Ended December 31,
		2025		2024
Revenue by category:
Digital revenue
Digital advertising		$	86,944	$	93,008
Digital subscriptions		5,848		7,800
Publisher revenue		19,492		7,914
Performance marketing		19,639		10,927
Other digital revenue		1,884		5,185
Total digital revenue		133,807		124,834
Print revenue
Print revenue		1,021		1,073
Total revenue		$	134,828	$	125,907
Revenue by geographical market:
United States		$	127,761	$	118,491
Other		7,067		7,416
Total		$	134,828	$	125,907
Revenue by timing of recognition:
At point in time		$	113,253	$	110,486
Over time		21,575		15,421
Total		$	134,828	$	125,907

	2024		2023
	Years Ended December 31,
	2024		2023
Revenue by category:
Digital revenue
Digital advertising	$	93,008	$	106,455
Digital subscriptions		7,800		11,956
Licensing and Publisher Revenue		8,781		11,401
Other digital revenue		15,245		4,311
Total digital revenue		124,834		134,123
Print revenue
Print advertising		48		3,600
Print subscriptions		1,025		5,907
Total print revenue		1,073		9,507
Total revenue	$	125,907	$	143,630
Revenue by geographical market:
United States	$	118,491	$	137,873
Other		7,416		5,757
Total revenue	$	125,907	$	143,630
Revenue by timing of recognition:
At point in time	$	110,486	$	131,674
Over time		15,421		11,956
Total revenue	$	125,907	$	143,630

Cost of Revenue

Cost of revenue represents the cost of providing the Company’s digital media channels and advertising and membership services. The cost of revenue that the Company has incurred in the periods presented primarily include: internal and external cost of content; amortization of developed technology and platform development; royalty fees; hosting and bandwidth and software license fees; printing and distribution costs; payroll and related expenses for customer support, technology maintenance; fees paid for data analytics and to other outside service providers; and stock-based compensation of related personnel (as described in Note 2120).

Contract Balances

The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. An asset is recognized when certain costs incurred to obtain a contract meet the capitalization criteria (further details are provided under the heading Subscription Acquisition Costs). A contract liability is recognized for unearned revenue when consideration is received from the customer prior to the transfer of goods or services.

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The following table provides information about contract balances:

Schedule of Contract Balances


	As of December 31,
	2025		2024
Unearned revenue (short-term contract liabilities):
Digital revenue	$	3,251	$	6,349


Unearned revenue (long-term contract liabilities):
Digital revenue	$	43	$	403

	2024		2023
	As of December 31,
	2024		2023
Unearned revenue (short-term contract liabilities):
Digital revenue	$	6,349	$	151
Print revenue		-		16,787
Unearned revenue (short-term contract liabilities)	$	6,349	$	16,938
Unearned revenue (long-term contract liabilities):
Digital revenue	$	403	$	542
Unearned revenue (long-term contract liabilities)	$	403	$	542

Unearned Revenue – unearned revenue, also referred to as contract liabilities, include payments received in advance of performance under certain contracts and are recognized as revenue over time. The Company records contract liabilities as unearned revenue on the consolidated balance sheets. Digital revenue of $6,187 and $16,892 was recognized during the years ended December 31, 2025 and 2024, respectively, from unearned revenue at the beginning of the year.

The Company’s contract liabilities were $20,834 for the current portion of contract liabilities and $2,517 for the noncurrent portion of contract liabilities as of January 1, 2023.

Unearned Revenue – unearned revenue, also referred to as contract liabilities, include payments received in advance of performance under certain contracts and are recognized as revenue over time. The Company records contract liabilities as unearned revenue on the consolidated balance sheets. Digital revenue and print revenue of $16,892 was recognized during the year ended December 31, 2024 from unearned revenue at the beginning of the year.

Cash, Cash Equivalents, and Restricted Cash

The Company maintains cash and cash equivalents at banks where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit during the year. Cash and cash equivalents represent cash and highly liquid investments with an original contractual maturity at the date of purchase of three months. As of December 31, ~~2024~~2025 and ~~2023~~2024, cash and cash equivalents of $410,~~362~~338 and $94,~~284~~362, respectively, consisted primarily of checking, savings deposits and money market accounts. These deposits exceeded federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk regarding its cash and cash equivalents.

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Accounts Receivable and Allowance for Credit Losses

The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable is recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from digital and print subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable have been reduced by an allowance for credit losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. ~~Accounts receivable as of December 31, 2024 and 2023 were $31,115 and $31,676, respectively, and are presented net of allowance for credit losses.~~

The following table summarizes the allowance for credit losses activity:

Schedule of Allowance For Doubtful Accounts


	Years Ended December 31,
	2025		2024
Allowance for credit losses beginning of year	$	1,458	$	374
Additions	614		1,934
Deductions - write-off	(817)		(850)
Allowance for credit losses end of period	$	1,255	$	1,458

	2024			2023
	Years Ended of December 31,
	2024			2023
Allowance for credit losses - beginning of year	$	374		$	1,036
Additions		1,934			315
Deductions - write-offs		(850	)		(977	)
Allowance for credit losses - end of year	$	1,458		$	374

Subscription Acquisition Costs

Subscription acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if the Company expects to recover those costs. The Company has determined that sales commissions paid on all third-party agent sales of subscriptions are direct and incremental costs of obtaining a contract with a customer and, therefore, meet the capitalization criteria. The Company has elected to apply the practical expedient to amortize these costs at the portfolio level. The sales commissions paid to third party agents are amortized as the magazines are sent to the subscriber on an issue-by-issue basis. The Company determined that commissions paid for subscriber renewal contracts to all third-party agents are not from a specifically anticipated future contract, therefore, the commissions paid on renewals are amortized as the magazines are sent to the subscriber over the renewal term on an issue-by-issue basis. Direct mail costs for renewal subscriptions are expensed as incurred since they do not meet the capitalization criteria.

Amortization of subscription acquisition costs for the years ended December 31, 2024 and 2023 has been presented within discontinued operations (reported within selling and marketing as presented in Note 3). All subscription acquisition costs are related to the discontinued operations and have been impaired as of December 31, 2024 recognized within loss from discontinued operations (for further details see Note 3).F-20

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are amortized as the magazines are sent to the subscriber over the renewal term on an issue-by-issue basis. Direct mail costs for renewal subscriptions are expensed as incurred since they do not meet the capitalization criteria.

Concentrations

Significant Customers – Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any material accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition.

~~There was~~For nothe ~~revenue~~year ~~from~~ended aDecember 31, ~~single~~2025, one customer ~~that~~accounted for 11.5% of the Company’s total revenue, and such revenue was ~~considered~~attributable ~~significant~~to asthe aCompany’s ~~percentage~~Digital Advertising segment. No customer accounted for 10% or more of the Company’s total revenue for the ~~years~~ year ended December 31, 2024 ~~and 2023~~.

F-Significant accounts receivable balances as a percentage of the Company’s total accounts receivable balances represented 19.1% from one customer as of December 31, 2025. There were no significant accounts receivable balances as a percentage of the Company’s total accounts receivable from customers as of December 31, 2024.

There were no significant accounts receivable balances as a percentage of the Company’s total accounts receivable from customers as of December 31, 2024. Significant accounts receivable balances as a percentage of the Company’s total accounts receivable balances represented 14.1% from a customer as of December 31, 2023.

Significant Vendors – Concentrations of risk with respect to third party vendors who provide products and services to the Company are limited. If not limited, such concentrations could impact profitability if a vendor failed to fulfill their obligations or if a significant vendor was unable to renew an existing contract and the Company was not able to replace the related product or service at the same cost.

~~There were~~As noof ~~significant~~December 31, ~~accounts~~2025, ~~payable~~three ~~balances~~vendors asaccounted afor ~~percentage~~more than 10% of the Company’s total accounts payable, ~~from~~representing ~~vendors~~14.5%, as12.9%, ofand ~~December 31~~11.0%, ~~2024~~respectively. ~~Significant~~No ~~accounts~~vendor ~~payable~~accounted ~~balances~~for as10% aor ~~percentage~~more of the Company’'s total accounts payable ~~represent 12.2% from a vendor~~ as of December 31, ~~2023~~2024.

Leases

The Company has lease arrangements for its offices. Leases are recorded as an operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets and recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. At inception, the Company determines whether an arrangement that provides control over the use of an asset is a lease. When it is reasonably certain that the Company will exercise the renewal period, the Company includes the impact of the renewal in the lease term for purposes of determining total future lease payments. Rent expense is recognized on a straight-line basis over the lease term. The Company does not have any finance leases.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included on the consolidated statements of operations and comprehensive income (loss) when realized. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives:

Schedule of Depreciation and Amortization, Useful Lives of Assets


Office equipment and computers			1 – 3 years
Furniture and fixtures			1 – 5 years

Platform Development

The Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development is ready to commence. The Company places capitalized platform development assets into service and commences amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized platform development assets when the upgrade or enhancement will result in new or additional functionality.

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The Company capitalizes internal labor costs, including payroll-based and stock-based compensation, benefits and payroll taxes, that are incurred for certain capitalized platform development projects related to the Platform.

Platform development costs are amortized on a straight-line basis over three years, which is the estimated useful life of the related asset and is recorded in cost of revenue on the consolidated statements of operations and comprehensive income (loss). Amortization period may be accelerated if the useful life of the related asset is shortened.

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Business Combinations

The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price consideration, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the estimated fair values determined by management as of the acquisition date. Goodwill is measured as the excess of consideration transferred and the net fair values of the assets acquired, and the liabilities assumed at the date of acquisition. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period, which may be up to one year from the acquisition date, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations and comprehensive income (loss). Additionally, the Company identifies acquisition-related contingent payments and determines their respective fair values as of the acquisition date, which are recorded as accrued liabilities on the consolidated balance sheets. Subsequent changes in fair value of contingent payments are recorded on the consolidated statements of operations and comprehensive income (loss). The Company expenses transaction costs related to the acquisition as incurred.

Long-Lived and Definite-Lived Intangible Assets

Long-lived assets and definite-lived intangible assets, consisting of developed technology, customer relationships, and trade names, are amortized using the straight-line method over the estimated economic life of the assets. Long-lived and definite-lived intangible assets are tested for recoverability whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. For long-lived and definite-lived intangible assets, an impairment loss is indicated when the undiscounted future cash flows estimated to be generated by the asset group are not sufficient to recover the carrying value of the asset group. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the primary asset in the group.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually on October 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Recoverability of goodwill is determined by comparing the fair value of the reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the amount the carrying value of ~~goodwill exceeds~~ the ~~difference~~reporting ~~between~~unit ~~the~~exceeds its fair value, ofnot ~~the~~to ~~reporting~~exceed ~~unit and~~ the ~~fair~~amount ~~value~~ of ~~its~~goodwill ~~other~~allocated ~~assets~~to ~~and~~the ~~liabilities~~reporting unit. The Company determined its operating segments are its reportable units for goodwill impairment testing, See Note 1011, Goodwill in the accompanying consolidated financial statements. The Company determines the fair value of its reporting units by utilizing the discounted cash flow method of an income approach and the value indicated by the market approach, comparing transaction prices or stock prices of comparable guideline companies to our market value. The income and the market approach are equally weighted when determining fair value of the reportable unit. These analyses require significant assumptions and judgments. These assumptions and judgments include estimation of future cash flows, projections of revenue growth and margins, which is dependent on internal forecasts, estimation of the long-term rates of growth of the business, estimation of the useful life over which cash flows will occur, determination of the discount rate and the selection of comparable companies and the interpretation of their data. Asas well as a control premium determined by utilizing publicly available data from studies for similar transactions of public companies. No impairment charges were recorded during the ~~year~~years ended December 31, 2025 and 2024.

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Debt Costs

Debt costs consist of cash and noncash consideration paid to lenders and third parties with respect to debt and other financing transactions, including legal fees and placement fees. Such costs are deferred and amortized over the term of the related debt. Additional consideration in the form of warrants and other derivative financial instruments issued to lenders are accounted for at fair value utilizing information determined through consultation with the Company’s independent valuation firm. The fair value of warrants and derivatives are recorded as a reduction to the carrying amount of the related debt and amortized to interest expense over the term of such debt, with the initial offsetting entries recorded as a liability on the balance sheet. Upon the settlement of the debt the pro rata portion of any related unamortized debt cost is charged to operations.

Liquidated Damages

The Company incurred and may continue to incur liquidated damages when: (i) a registration rights agreement provided for damages if the Company did not register the shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”), which, in general, provided for a cash payment equal to 1.0% per month of the amount invested, on a daily pro rata basis for any portion of a month, as partial liquidated damages per month, upon the occurrence of certain events, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at the rate of 1.0% per month until paid in full; and (ii) a securities purchase agreement provided for damages if the Company failed for any reason to satisfy a public information requirement within the requisite time frame with the Securities and Exchange Commission (“SEC”) (the “Public Information Failure Damages”), which, in general, provided for a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. Collectively, the Registration Rights Damages and the Public Information Failure Damages are referred to as the “Liquidated Damages” on the consolidated balance sheets.

Selling and Marketing

Selling and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account management support teams, as well as commissions, travel, trade show sponsorships and events, conferences and advertising costs. The Company’s advertising expenses are expensed when an advertisement takes place. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company incurred advertising expenses of $~~2,156~~703 and $32,~~043~~156, respectively, which are included within selling and marketing on the consolidated statements of operations and comprehensive income (loss).

General and Administrative

General and administrative expenses consist primarily of payroll for executive personnel, technology personnel incurred in developing conceptual formulation and determination of existence of needed technology, and administrative personnel along with any related payroll costs; professional services, including accounting, legal and insurance; facilities costs; conferences; other general corporate expenses; and stock-based compensation of related personnel.

Derivative Financial Instruments

The Company accounts for freestanding contracts that are settleable in the Company’s equity securities, including the put option on the Company’s common stock, to be designated as an equity instrument, as a liability. A contract so designated is carried at fair value on the consolidated balance sheets, with any changes in fair value recorded as a gain or loss on the consolidated statements of operations and comprehensive income (loss), with no impact on cash flows.

At the date of settlement of a freestanding equity contract, the pro rata fair value of the related liability is transferred to additional paid-in capital.

F-22

Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

F-23

Table of Contents

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities.

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

The carrying amount of the Company’s financial instruments comprising of cash, restricted cash, accounts receivable, accounts payable and accrued expenses and other approximate fair value because of the short-term maturity of these instruments.

Preferred Stock

Preferred stock (the “Preferred Stock”) (as described in Note 19) is reported as a mezzanine obligation between liabilities and stockholders’ deficiency. If it becomes probable that the Preferred Stock will become redeemable, the Company will re-measure the Preferred Stock by adjusting the carrying value to the redemption value of the Preferred Stock assuming each balance sheet date is a redemption date.

Stock-Based Compensation

The Company provides stock-based compensation in the form of (a) stock awards to employees and directors, comprised of restricted stock awards and restricted stock units, (b) stock option grants to employees, directors and consultants, (c) common stock warrants to Publisher Partners (no warrants were issued during the years ended December 31, ~~2024~~2025 and ~~2023~~2024) (further details are provided under the headings Publisher Partner Warrants and New Publisher Partner Warrants in Note 2120), and (d) common stock warrants to ABG (further details are provided under the heading ABG Warrants in Note 2120).

The Company accounts for stock awards and stock option grants to employees, directors and consultants, and non-employee awards to certain directors and consultants by measuring the cost of services received in exchange for the stock-based payments as compensation expense in the Company’s consolidated financial statements. Stock awards and stock option grants to employees and non-employees which are time-vested, are measured at fair value on the grant date, and charged to operations ratably over the vesting period. Stock awards and stock option grants to employees and non-employees which are performance-vested, are measured at fair value on the grant date and charged to operations when the performance condition is satisfied or over the service period.

FThe fair value measurement of stock awards and grants used for stock-23based compensation is as follows: (1) restricted stock awards and restricted stock units which are time-vested, are determined using the quoted market price of the Company’s common stock at the grant date; (2) stock option grants which are time-vested and performance-vested, are determined utilizing the Black-Scholes option-pricing model at the grant date; (3) restricted stock units and stock option grants which provide for market-based vesting with a time-vesting overlay, are determined through consultation with the Company’s independent valuation firm using the Monte Carlo model at the grant date; (4) Publisher Partner Warrants were determined utilizing the Black-Scholes option-pricing model; and (5) ABG warrants are determined utilizing the Monte Carlo model (further details are provided in Note 20).

The ~~fair~~ ~~value~~Company ~~measurement~~has ofelected ~~stock~~to ~~awards~~recognize ~~and~~forfeitures ~~grants used for stock-based compensation is~~ as ~~follows:~~they ~~(1)~~occur ~~restricted stock awards~~ and ~~restricted stock~~to ~~units~~recognize ~~which are time-vested, are determined using the quoted market price of the Company’s common~~ stock ~~at the grant date; (2) stock option grants which are time~~-~~vested~~based ~~and~~compensation ~~performance-vested,~~cost ~~are~~on ~~determined~~a ~~utilizing the Black~~straight-~~Scholes~~line ~~option-pricing~~basis ~~model at~~over the ~~grant~~total ~~date;~~requisite ~~(3)~~service ~~restricted~~period ~~stock units and stock option grants which provide~~ for ~~market-based~~awards ~~vesting~~ with agraded ~~time-~~vesting overlay, are determined through consultation with the Company’s independent valuation firm using the Monte Carlo model at the grant date; (4) Publisher Partner Warrants were determined utilizing the Black-Scholes option-pricing model; and (5) ABG warrants are determined utilizing the Monte Carlo model (further details are provided in Note 21). ~~Estimated~~The ~~volatility was determined under the (1) “Probability Weighted Scenarios” (prior to the reverse stock split on February 8, 2022) where one scenario assumes that the~~ Company~~’s common~~ ~~stock~~classifies ~~will be up-listed on a national~~ stock ~~exchange (the “Exchange”) on a certain listing date (the “Up~~-~~list”) where the estimated volatility was~~ based oncompensation ~~evaluating~~cost ~~the average historical volatility of a group of peer companies that are publicly traded and the second scenario assumes that the Company’s common stock is not up-listed~~ on ~~the~~its ~~Exchange~~consolidated ~~prior~~statements ~~to the final vesting date~~ of ~~the~~operations ~~grants (the “No Up-list”) where the historical volatility of the Company’s common stock was evaluated based upon market comparisons;~~ and ~~the~~comprehensive ~~(2)~~income ~~“Up-list Scenario”~~ (~~after the reverse stock split on February 8, 2022~~loss) ~~where~~in the ~~Company estimated~~same ~~volatility~~manner based on evaluating the average historical volatility of a group of peer companies that are publicly traded after the Company up-listed to the NYSE American. The risk-free interest rate is based on the U.S. Treasury yield curve in ~~effect~~which at the ~~time of~~award ~~grant.~~recipient’s ~~The~~cash ~~fair~~compensation ~~market~~cost ~~value of common stock~~ is ~~determined by reference to the quoted market price of the Company’s common stock~~classified.

The Company has elected to recognize forfeitures as they occur and to recognize stock-based compensation cost on a straight-line basis over the total requisite service period for awards with graded vesting. The Company classifies stock-based compensation cost on its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation cost is classified.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss carryforwards and temporary differences between financial statement bases of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carryforwards and other deferred tax assets when it is determined that it is more likely than not that such loss carryforwards and deferred tax assets will not be realized.

The Company follows accounting guidance that sets forth a threshold for financial statement recognition, measurement, and disclosure of a tax position taken or expected to be taken on a tax return. Such guidance requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on technical merits of the position.

Discontinued Operations

When a component such as a reportable segment or an operating segment, a reporting unit, or an asset group is classified as held for sale or disposed of, representing a strategic shift that will have a major effect on the Company’s financial results, the component is classified as a discontinued operation.

Loss per Common Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer forfeitable, and are thus vested. Restricted stock units are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstances under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method.

F-24

~~The Company~~Table ~~excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares~~ of the Company’s common stock, from its calculation of net loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive.Contents

~~Schedule~~asset and liability balances is recognized in income in the period that includes the enactment date of ~~Common~~such ~~Stock~~rate ~~Equivalent~~change. ~~Shares~~A ~~Excluded~~valuation ~~From~~allowance ~~Diluted~~is ~~Calculations~~recorded for loss carryforwards and other deferred tax assets when it is determined that it is more likely than not that such loss carryforwards and deferred tax assets will not be realized.

	2024		2023
	As of December 31,
	2024		2023
Series G Preferred Stock		8,582		8,582
Financing Warrants		39,774		39,774
ABG Warrants		999,540		999,540
AllHipHop Warrants		5,682		5,682
Publisher Partner Warrants		9,800		9,800
Restricted stock units		15,557		199,267
Common stock options		2,943,676		5,451,968
Total		4,022,611		6,714,613
Anti-dilutive securities		4,022,611		6,714,613

Discontinued Operations

Income (Loss) per Common Share

Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share of common stock is computed using the weighted average number of shares of common stock outstanding adjusted to include the potentially dilutive effect of stock awards. All restricted stock awards are considered outstanding but are included in the computation of basic net income (loss) per share of common stock only when the restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic net income (loss) per common share only when there are no circumstances under which those shares would not be issued.

The following table sets forth the computation of basic and diluted net income (loss) per share of common stock attributable to the Company’s stockholders (in thousands, except share and per share data):


	Years Ended December 31,
		2025		2024
Numerator:
Net income (loss) from continuing operations		$	28,608	$	(7,667)
Net income (loss) from discontinued operations, net of tax		96,250		(93,043)
Net income (loss)		$	124,858	$	(100,710)

Denominator:
Weighted average number of shares of common stock outstanding - basic		47,465,214		35,405,336

Add: effect of dilutive restricted stock units		9,958		–
Add: effect of dilutive common stock options		191,252		–
Weighted average number of common shares outstanding – dilutive		47,666,424		35,405,336

Net income (loss) from continuing operations		$	0.60	$	(0.22)
Net income (loss) from discontinued operations		2.03		(2.63)
Basic net income (loss) per common share		$	2.63	$	(2.85)

Net income (loss) from continuing operations		$	0.60	$	(0.22)
Net income (loss) from discontinued operations		2.02		(2.63)
Dilutive net income (loss) per common share		$	2.62	$	(2.85)

The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net loss per share of common stock, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted

F-25

Table of Contents

calculations when a net loss is incurred or if the exercise price (if applicable) exceeds the average share price for the period as they would be anti-dilutive.


	As of December 31,
		2025		2024
Series G convertible preferred stock		$	–	$	8,582
Financing Warrants		–		39,774
ABG Warrants		–		999,540
AllHipHop Warrants		–		5,682
Publisher Partner Warrants		–		9,800
Restricted stock units		–		15,557
Common stock options		2,661,305		2,943,676
Total		$	2,661,305	$	4,022,611

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In ~~June~~ ~~2022~~December 2023, the FASB issued ASU ~~2022~~2023-0309, ~~Fair~~Income ~~Value~~Taxes ~~Measurement~~ (Topic ~~820~~740): ~~Fair~~Improvements ~~Value Measurement of Equity Securities Subject~~ to ~~Contractual~~ ~~Sale~~Income ~~Restrictions,~~Tax ~~which~~Disclosures. ~~clarifies~~This ~~that~~ASU arequires ~~contractual restriction on~~ the ~~sale~~Company ofto andisclose ~~equity~~specified ~~security~~additional isinformation ~~not~~in ~~considered part~~its ofincome ~~the~~tax ~~unit~~rate ofreconciliation ~~account~~and ofprovide ~~the~~additional ~~equity~~information ~~security~~for ~~and,~~reconciling ~~therefore,~~items isthat ~~not~~meet ~~considered~~a inquantitative ~~measuring fair value~~threshold. ~~This~~ASU ~~update~~2023-09 also ~~clarifies that~~requires anthe ~~entity~~Company ~~cannot,~~to asdisaggregate aits ~~separate~~income ~~unit~~taxes ofpaid ~~account~~disclosure by federal, ~~recognize~~state, and ~~measure~~foreign ataxes, ~~contractual~~with ~~sale~~further ~~restriction~~disaggregation ~~and~~required ~~requires certain disclosures~~ for ~~equity~~significant ~~securities~~individual ~~subject~~jurisdictions. toThe ~~contractual~~provisions ~~sale~~of ~~restrictions.~~ ASU ~~2022~~2023-0309 ~~was~~are effective for ~~the~~annual ~~Company~~periods ~~in the fiscal year~~ beginning after December 15, ~~2023, and interim periods within the fiscal year~~2024. The ~~adoption~~Company ofadopted ASU ~~2022~~2023-0309 on ~~January~~a 1,prospective ~~2024~~basis in 2025. The adoption did not have a material impact on the Company’'s consolidated financial statements, but it resulted in expanded disclosures related to 2025 (Note 21, Income Taxes).

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, a new standard to improve reportable segment disclosures. The guidance expands the disclosures required for reportable segments in annual and interim financial statements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for public entities’ fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the standard retrospectively in the fourth quarter of 2024 with additional disclosure in the notes to consolidated financial statements (refer to Note 2 and Note 26 for segment reporting).

Recently Issued Accounting Standards

In ~~December~~ ~~2023~~November 2024, the FASB issued ASU ~~2023~~2024-0903, Income ~~Taxes~~Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures,~~Expenses. ~~which~~This ~~will require~~ASU ~~the~~aims ~~Company~~ to ~~disclose~~enhance ~~specified~~the ~~additional~~transparency ~~information~~of infinancial ~~its~~reporting ~~income~~by ~~tax~~requiring ~~rate~~public ~~reconciliation~~business ~~and~~entities (PBEs) to provide ~~additional~~detailed ~~information for~~disclosures ~~reconciling~~about ~~items~~the ~~that~~components ~~meet~~of asignificant ~~quantitative~~expense ~~threshold.~~captions ~~ASU~~presented ~~2023-09~~in ~~will~~the ~~also~~income ~~require~~statement. ~~the~~The Company towill ~~disaggregate~~be ~~its~~required ~~income~~to ~~taxes paid~~disclose, ~~disclosure~~in bya ~~federal~~tabular format, ~~state~~the ~~and~~amounts ~~foreign~~recognized ~~taxes,~~within ~~with~~each ~~further~~relevant ~~disaggregation~~expense ~~required~~caption ~~for~~in ~~significant~~the ~~individual~~income ~~jurisdictions~~statement. ~~The provisions~~This of ASU ~~2023-09~~is ~~are~~ effective for ~~annual~~fiscal ~~periods~~years beginning after December 15, ~~2024~~2026; early adoption is permitted using either a prospective or retrospective transition method. The Company is not planning to early adopt. The Company expects ASU ~~2023~~2024-0903 to require additional tabular disclosures in the notes to its consolidated financial statements.

F-25

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide detailed disclosures about the components of significant expense captions presented in the income statement. The Company will be required to disclose, in a tabular format, the amounts recognized within each relevant expense caption in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026; early adoption is permitted using either a prospective or retrospective transition method. The Company is not planning to early adopt. The Company expects ASU 2024-23 to require additional tabular disclosures in the notes to its consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

3. Discontinued Operations

On March 18, 2024, the Company discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the Licensing Agreement by ABG on January 18, 2024. The last date of any obligation of the Company to perform under the Licensing Agreement was March 18, 2024. In connection with the termination, certain ABG Warrants vested ~~(further details are provided under the heading Vesting of Warrants in Note 21)~~.

On April 29, 2025, the ABG Group Legal Matters (as further described in Note 18) were resolved through a confidential settlement with outstanding liabilities being released by all sides. In connection with the settlement, all ABG Warrants were forfeited.

F-26

Table of Contents

The table below sets forth the loss from discontinued operations:

Schedule of Discontinued Operations


	Years Ended December 31,
		2025		2024
Revenue (1)		$	45,107	$	22,159
Cost of revenue (2)		(1,367)		15,137
Gross profit (loss)		46,474		7,022
Operating expenses:
Selling and marketing (2)		(805)		12,358
General and administrative (3)		(48,971)		45,907
Depreciation and amortization		–		2,401
Loss on impairment of assets (4)		–		39,391
Total operating expenses (income)		(49,776)		100,057
Income (loss) from discontinued operations

Filing Compare · Arena Group Holdings, Inc.