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Item 7. Management’s Discussion and Analysis

2026-03-16 compared with 2025-04-15 · 296 added, 509 removed, 66 unchanged (92% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

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.

Operating Metrics

key operating metrics are:

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

It is calculated as our advertising revenue during a period divided by our total

page views during that period and multiplied by $1,000;

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.

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.

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 .

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;

• 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.

We monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and to understanding our business.

Moreover, they form the basis for trends informing certain predictions related to our financial condition.

Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream.

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 period in fiscal 2023.

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

We consider only those key operating metrics described here to be material to our financial condition, results of operations

and future prospects.

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.

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.

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.

the years ended December 31, 2024 and 2023, our RPM was $23.31 and $21.35, respectively.

The 9% increase in RPM reflects an increase in

video advertising as a percentage of total digital advertising as digital video advertising is sold at a significantly higher price than

digital display advertising.

For the years 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 of publishing of FanNation

sites in early 2024 .

dollar figures presented below are in thousands unless otherwise stated.

of Macroeconomic Conditions

in the global economy presents significant risks to our business.

Increases in inflation, instability in the global banking system,

geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto impact, and the impact of

tariffs on print production costs and the overall market for advertising may have an adverse effect on our business.

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.

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.

and Capital Resources

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.

the year ended December 31, 2024, we incurred a net loss from continuing operations of $7,667, and as of December 31, 2024, had cash

on hand of $4,362.

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 (see Notes 17 and 18).

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.

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.

and Working Capital Facility

of December 31, 2024, our principal sources of liquidity consisted of cash of $4,362 and accounts receivable from continuing operations,

net of our allowance for credit losses, of $31,115.

In addition, as of December 31, 2024, we had $39,349 available for additional use

under our working capital loan with Simplify.

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, 2025 and 2024 , our RPM was $23.84 and $23.31, respectively.

The 2% increase in RPM reflects favorable pricing in the digital display advertising market compared to the prior year.

For the years ended December 31, 2025 and 2024 , our monthly average pageviews were 304,387,756 and 332,913,662, respectively.

The 9% decline in monthly average pageviews 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.

Impact of Macroeconomic Conditions

Uncertainty in the global economy presents significant risks to our business.

Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and in the Middle East and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on our business.

While we are closely monitoring the impact of the current macroeconomic conditions on all aspects of our business, the ultimate extent of the impact on our business remains highly uncertain and will depend on future developments and factors that continue to evolve.

Most of these developments and factors are outside of our control and could exist for an extended period of time.

As a result, we are subject to continuing risks and uncertainties.

For 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.

In the year ended December 31, 2024, we disclosed that substantial doubt existed regarding our ability to continue as a going concern due to recurring losses, a working capital deficit, and limited liquidity.

The previously disclosed working capital deficit existed due to the classification of our outstanding debt as a current liability and the accrual of several liabilities from discontinued operations (see Note 3 to the consolidated financial statements).

We continue to improve our financial performance through revenue growth and reduction of costs and monthly cash requirements, and to maintain compliance with the terms of all outstanding debt agreements, and have taken actions to resolve current and potential future liabilities, such as resolving pending litigation.

We reported consecutive profitable results in the third and fourth quarters of 2024 and throughout 2025.

As a result of these developments, which primarily reflect improvements achieved during 2024 and 2025, management has concluded that the conditions that previously raised substantial doubt about our ability to continue as a going concern no longer exist.

Accordingly, management has determined that there is no longer substantial doubt about our ability to continue as a going concern for at least one year from the date the financial statements are issued.

Cash and Working Capital Facility

As of December 31, 2025, our principal sources of liquidity consisted of cash of $10,338 and accounts receivable from continuing operations, net of our allowance for credit losses, of $22,270.

In addition, as of December 31, 2025, we had $25,000 available for additional use under our working capital loan with Simplify.

As of December 31, 2025, the outstanding balance of the Simplify working capital loan was $0.

Our cash balance as of the issuance date of our accompanying consolidated financial statements was $13,272.

Financings and Obligations

following table summarizes information about our term debt:

of December 31,

Debt Financings and Obligations

The following table summarizes information about our term debt:

As of December 31,

Total debt obligations, gross $ 97,691 $ 121,342

3 unchanged sentences

Simplify Loan facility availability $ 25,000 $ 39,349

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.

of December 31, 2024, the Simplify Loan facility has a maturity date of December 1, 2026.

Activity – 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:

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.

Debt Activity

Our debt activity during the year ended December 31, 2025 was as follows:

• On December 31, 2025, the Company 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, 2025, nothing was outstanding on the Simplify Loan.

• During the year ended December 31, 2025, we repaid $10,651 under our line of credit.

• During the year ended December 31, 2025, we extended the maturities for our Term Debt (as defined in the notes to consolidated financial statements) to December 31, 2027 and made a $13,000 curtailment payment.

Our debt activity during the year ended December 31, 2024 was as follows:

• On 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.

repaid $20,027 under our line of credit.

debt activity during the year ended December 31, 2023 was as follows:

borrowed $8,000 under our Bridge Notes.

drew down $5,517 under our line of credit.

Debt Obligations – As of December 31, 2024, our future contractual debt obligations were $121,342, with $10,651 maturing on

December 1, 2026 and $110,691 maturing on December 31, 2026.

Sheet Arrangements

Contractual Obligations

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 18, Term Debt , in our accompanying consolidated financial statements for

amounts outstanding as of December 31, 2024, related to leases, liquidated damages, bridge financing and long-term debt.

2022, we assumed 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.

Capital Deficit

have financed our working capital requirements since inception through issuances of equity securities and various debt financings.

working capital deficit as of December 31, 2024 and 2023 was as follows:

of December 31,

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 17, Term Debt , in our accompanying consolidated financial statements for amounts outstanding as of December 31, 2025, related to leases, liquidated damages, bridge financing and long-term debt.

Working Capital Surplus (Deficit)

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings.

Our working capital surplus (deficit) as of December 31, 2025 and 2024 was as follows:

As of December 31,

Current assets $ 35,630 $ 40,234

Current liabilities (17,003) (122,256)

Working capital deficit

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.

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

Ended December 31,

Net cash used in operating activities

Working capital surplus (deficit) 18,627 (82,022)

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.

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

As of December 31,

Net cash provided by (used in) operating activities $ 39,246 $ (16,076)

Net cash used in investing activities (9,590) (5,175)

Net cash provided by

financing activities

Net (decrease) in

cash, cash equivalents, and restricted cash

Cash, cash equivalents,

and restricted cash, end of year

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.

the year ended December 31, 2024, net cash used in investing activities was $5,175, consisting of (i) $54 for purchase of property and

equipment and (ii) $5,121 for capitalized costs for our Platform.

For the year ended December 31, 2023, net cash used in investing activities

was $3,212, consisting of $3,773 for capitalized costs for our Platform and $500 for the acquisition of a business, offset by $1,061

from the sale of assets.

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.

of Operations

of Fiscal 2024 to Fiscal 2023

Ended December 31,

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, 2025, net cash provided by operating activities was $39,246, consisting primarily of $89,496 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $11,551 of cash paid for interest, offset by $140,293 of cash received from customers.

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, advance of royalty fees, and 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, 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 f or 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.

Results of Operations

Comparison of Fiscal 2025 to Fiscal 2024

Years Ended December 31, 2025 versus 2024

2025 2024 $ Change % Change

Revenue $ 134,828 $ 125,907 $ 8,921 7.1 %

Cost of revenue 66,479 70,189 (3,710) -5.3 %

Gross profit 68,349 55,718 12,631 22.7 %

Operating expenses

3 unchanged sentences

Loss on impairment of assets – 1,198 (1,198) -100.0 %

Loss on sale of assets

Total operating expenses 27,558 47,849 (20,291) -42.4 %

Income (loss) from operations

Total other expenses

Loss before income taxes

Income tax benefit

Net loss from continuing operations

Net loss from discontinued

operations, net of tax

the year ended December 31, 2024, the net loss from continuing operations improved $29,548 to $7,667, as compared to our prior

period net loss of $37,215.

This improvement was primarily due to a $24,884 decrease in operating expenses as a result of

headcount and consulting spend reductions.

and Gross Profit

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

Ended December 31,

Income from operations 40,791 7,869 32,922 418.4 %

Total other expense (11,663) (15,287) 3,624 23.7 %

Income (loss) before income taxes 29,128 (7,418) 36,546 492.7 %

Income tax provision (520) (249) (271) -108.8 %

Income (loss) from continuing operations 28,608 (7,667) 36,275 473.1 %

Income (loss) from discontinued operations, net of tax 96,250 (93,043) 189,293 203.4 %

Net income (loss) $ 124,858 $ (100,710) $ 225,568 224.0 %

For the year ended December 31, 2025, the net income from continuing operations improved $36,275 to $28,608, as compared to our prior period net loss of $7,667.

This improvement was primarily due to a $20,291 decrease in operating expenses and an $8,921 increase in revenue.

These changes reflect the impact of 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 and other operating cos ts.

Revenue and Gross Profit

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

Years Ended December 31, 2025 versus 2024

2025 2024 $ Change % Change

Revenue $ 134,828 $ 125,907 $ 8,921 7.1 %

Cost of revenue 66,479 70,189 (3,710) -5.3 %

the year ended December 31, 2024, we had gross profit of $55,718, as compared to $55,273 for the year ended December 31, 2023, an increase

Gross profit $ 68,349 $ 55,718 $ 12,631 22.7 %

For the year ended December 31, 2025, we had gross profit of $68,349, as compared to $55,718 for the year ended December 31, 2024, an increase of $12,631.

Gross profit percentage for the year ended December 31, 2025 was 50.7%, as compared to 44.3% for the year ended December 31, 2024.

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.

following table sets forth revenue from continuing operations by category:

Ended December 31,

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

Years Ended December 31, 2025 versus 2024

2025 2024 $ Change % Change

Digital revenue:

1 unchanged sentence

Digital subscriptions 5,848 7,800 (1,952) -25.0 %

Licensing and Publisher

Publisher Revenue 19,492 7,914 11,578 146.3 %

Performance Marketing 19,639 10,927 8,712 79.7 %

3 unchanged sentences

Total revenue $ 134,828 $ 125,907 $ 8,921 7.1 %

the year ended December 31, 2024, total revenue decreased $17,723, or a 12.3% decrease, to $125,907 from $143,630 for the year ended

December 31, 2023.

This reflected a decrease in print revenue of $8,434 due primarily to the shutdown of Athlon Outdoor print operations

and a 6.9% decrease in digital revenue from $134,123 for the year ended December 31, 2023 to $124,834 for the year ended December 31,

2024 driven primarily by the cessation of publishing of the FanNation sites in early 2024.

primary drivers of the decrease include a $13,274 decrease in our digital advertising revenue driven primarily by the cessation of

publishing of FanNation sites in early 2024, a decrease in our digital subscriptions of $4,156 due to a decline in

These decreases were partially offset by an increase in performance marketing revenue that

increased by $7,478 due to growth of our affiliate partner network and expansion of the performance marketing model across our

portfolio and an increase in other digital revenue of $3,690.

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

Ended December 31

For the year ended December 31, 2025, total revenue increased $8,921, or a 7.1% increase, to $134,828 from $125,907 for the year ended December 31, 2024.

This reflected a decrease in print revenue of $52 due primarily to the shutdown of Athlon Outdoor print operations and a 7.2% increase in digital revenue from $124,834 for the year ended December 31, 2024 to $133,807 for the year ended December 31, 2025.

Performance marketing revenue increased by $8,712 reflecting the strategic expansion of our affiliate partner network and higher affiliate content output across a broader and more diverse brand portfolio.

Publisher revenue also rose by $11,578 due to our focus on monetizing premium content through syndication partnerships.

Th ese increases were partially offset by a $6,064 decrease in our digital advertising revenue driven by the cessation of publishing FanNation sites in early 2024, 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.

Cost of Revenue

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

Years Ended December 31,

External cost of content $ 22,820 $ 20,248

2 unchanged sentences

Printing, distribution and fulfillment costs (107) 890

Amortization of developed technology and platform

Other 5,888 6,247

Total cost of revenue $ 66,479 $ 70,189

Total cost of revenues as a percentage of revenues 49% 56%

the year ended December 31, 2024, we recognized cost of revenue of $70,189, as compared to $88,357 for the year ended December 31,

2023, representing an increase of $18,168.

Cost of revenue for the year ended December 31, 2024 was impacted by decreases in

printing, distribution and fulfillment costs of $2,712 due to the shutdown of Athlon Outdoor print operations, a decrease in the

amortization of developed technology and platform development costs of $2,794, a decrease in technology costs of $4,675, internal

cost of content of $1,028, and external cost of content of $6,845 driven by the cessation of publishing of FanNation sites in early

2024, and a decrease in other costs of revenue of $114.

and Marketing

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

Ended December 31,

For the year ended December 31, 2025, we recognized cost of revenue of $66,479, as compared to $70,189 for the year ended December 31, 2024, representing a decrease of $3,710.

Cost of revenue for the year ended December 31, 2025 was impacted by an increase in external cost of content of $2,572 reflecting the variable nature of these expenses which fluctuate proportionally to digital advertising revenues, a $2,505 reduction in internal content costs due to efficiencies gained from a smaller internal editorial team enabled by our entrepreneurial publishing model, a $2,421 decrease in technology cost resulting from cost rationalization and reduced outside spend, a $997 decrease in printing, distribution and fulfillment costs due to the shutdown of Athlon Outdoor print operations, and other cost reductions of $359.

Operating Expenses

Selling and Marketing

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

Years Ended December 31,

Selling and marketing $ 7,033 $ 12,548

Selling and marketing as a percentage of revenues 5 % 10 %

the year ended December 31, 2024, we incurred selling and marketing costs of $12,548 as compared to $24,263 for the year ended December

The decrease in selling and marketing costs of $11,715 is primarily related to decreases in payroll and employee benefits costs

of $6,976 due to a reduction in direct sales workforce.

In addition, there were decreases in professional marketing services of $2,139,

advertising costs of $887, circulation costs of $906, and stock-based compensation of $1,011;

partially offset by other selling and marketing

expenses of $204.

and Administrative

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

Ended December 31,

For the year ended December 31, 2025, we incurred selling and marketing costs of $7,033 as compared to $12,548 for the year ended December 31, 2024.

The decrease in selling and marketing costs of $5,515 is primarily related to decreases in payroll and employee benefits costs of $3,446 due to a reduction in direct sales workforce.

In addition, there were a decrease in advertising costs of $1,453, a decrease in other selling and marketing expenses of $250, a decrease in circulation costs of $241, and a decrease in stock-based compensation of $138.

General and Administrative

General and administrative as a percentage

the year ended December 31, 2024, we incurred general and administrative costs of $30,399 as compared to $43,783 for the year ended

December 31, 2023.

The $13,384 decrease in general and administrative expenses is primarily due to decreases in stock-based

compensation of $9,495, and payroll and related expenses of $2,987 as a result of headcount and consulting spend reductions, and a decrease in other

general and administrative expenses of $851;

partially offset by an increase in professional services, including accounting, legal

and insurance of $51.

We report our segment results as Sports & Leisure,

Finance, Lifestyle, and Platform.

Additionally, certain expenses are not allocated to our segments because they represent Arena-level

following table sets forth revenue by segment:

Ended December 31,

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

Years Ended December 31,

General and administrative $17,056 $30,399

General and administrative as a percentage of revenues 13 % 24 %

For the year ended December 31, 2025, we incurred general and administrative costs of $17,056 as compared to $30,399 for the year ended December 31, 2024.

The $13,343 decrease in general and administrative expenses is primarily driven by a $4,219 reduction in payroll and related expenses as a result of headcount reductions, a $4,921 decline in professional services including accounting, legal and insurance, a $1,039 decrease in stock-based compensation, and a reduction in other general and administrative expenses of $3,164.

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,

Segment revenue:

Sports and leisure $ 47,321 $ 50,831

Finance 38,250 27,734

Lifestyle 37,996 31,483

Platform and other 11,261 15,859

Total Revenue $ 134,828 $ 125,907

& Leisure – decrease of $23,535 is due to the cessation of publishing of FanNation sites in early 2024 and the shutdown

of Athlon Outdoor print operations partially offset by the growth of Athlon 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.

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

Platform – increase of $4,687 is driven by an increase in digital advertising and other revenues.

following table sets forth segment gross profit:

Ended December 31,

Sports & Leisure – decrease of $3,510 was driven by a $6,064 decrease in digital advertising revenue due to the cessation of publishing FanNation sites in early 2024 partially offset by an increase in publisher revenue due to expansion of our

publisher revenue network and an increase in performance marketing revenue due to growth of our affiliate partner network and expansion of the performance marketing model within the Sport & Leisure vertical.

Finance – 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,

Gross profit:

Sports and leisure $ 29,269 $ 24,392

Finance 24,990 18,348

Lifestyle 22,606 20,353

Platform and other 2,561 6,390

Segment gross profit $ 79,426 $ 69,483

& Leisure – decrease of $13,237 is due to the cessation of publishing of FanNation sites in early 2024 and the shutdown

of Athlon Outdoor print operations partially offset by the growth of Athlon Sports.

increase of $1,284 is primarily driven by an increase in performance marketing revenues which require less content & editorial

spending than other revenue streams.

Lifestyle – increase of $2,626 is driven primarily by an increase in performance marketing revenues which require less content & editorial spending

than other revenue streams.

Platform – increase of $4,357 is driven by an increase in digital advertising and other revenues with controlled cost.

following table reconciles segment gross profit to gross profit:

Ended December 31,

Sports & Leisure – increase of $4,877 or 20.0%, driven by growth in high-margin publisher and performance marketing revenue streams.

These gains were partially offset by increased external content costs associated with the implementation of the competitive publishing model at Men’s Journal.

Finance – increase of $6,642 or 36.2%, driven by growth 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.

These gains were partially offset by higher external content costs reflecting the variable nature of these expenses which fluctuate proportionally to digital advertising revenues.

Lifestyle – increase of $2,253 or 11.1%, driven by growth in cost-efficient and high-margin publisher and performance marketing revenues.

Platform & Other – decrease of $3,829 reflects a reduction in underperforming partner sites and a decrease in other digital revenue due to the impact of 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,

Segment gross profit $ 79,426 $ 69,483

2 unchanged sentences

Technology costs (4,455) (5,756)

Amortization of developed

technology and platform development

following table sets forth other expenses:

Ended December 31,

Change in fair value of contingent

consideration

Interest expense, net

Amortization of developed technology and platform development (5,418) (5,988)

Gross profit $ 68,349 $ 55,718

Other Expenses

The following table sets forth other expenses:

Years Ended December 31,

Change in fair value of contingent consideration $ — $ (313)

Interest expense (11,358) (14,668)

Liquidated damages (305) (306)

Total other expenses

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).

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 16, Fair Value Measurement in our accompanying consolidated

financial statements).

Expense – we incurred interest expense, net of $14,668 for the year ended December 31, 2024, as compared to $17,965 for the year ended

December 31, 2023.

The decrease in interest expense of $3,297 was primarily from lower amortization of debt costs and lower interest

charges on the line of credit.

Damages – we recorded liquidated damages of $306 for the year ended December 31, 2024, as compared to $583 for the year ended December

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.

Taxes – for the years ended December 31, 2024 and 2023, we recorded an income tax provision of $249 and $197, respectively, primarily

related to tax deductible goodwill.

further details refer to Note 23, Income Taxes , in our accompanying consolidated financial statements.

of Non-GAAP Financial Measures

report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”);

however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental

information that enables a better comparison of our performance across periods.

We believe Adjusted EBITDA provides visibility to the

underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our

core business operations.

We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional

adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v)

change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) loss on sale of

(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.

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 15, Fair Value Measurement in our accompanying consolidated financial statements).

Interest Expense – we incurred interest expense of $11,358 for the year ended December 31, 2025, as compared to $14,668 for the year ended December 31, 2024.

The $3,310 decrease in interest expense reflects lower interest charges following repayments of the Simplify Loan throughout 2025.

The Simply Loan was fully repaid as of December 31, 2025.

Liquidated Damages – we recorded liquidated damages of $305 for the year ended December 31, 2025, as compared to $306 for the year ended December 31, 2024.

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

For further details refer to Note 21, 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) employee restructuring payments.

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:

not reflect interest expense and financing fees, or the cash required to service our debt,

which reduces cash available to us;

not reflect income tax provision or benefit, which is a noncash income or expense;

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;

not reflect stock-based compensation and, therefore, does not include all of our compensation

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;

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);

not reflect any losses from the impairment of assets, which is a noncash operating expense;

not reflect any losses from the sale of assets, which is a noncash operating expense

not reflect the employee retention credits recorded by us for payroll related tax credits

under the CARES Act;

not reflect payments related to employee severance and employee restructuring changes for

our former executives;

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;

not reflect proper non direct cost allocations.

following table presents a reconciliation of Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure, for the

periods indicated:

Ended December 31,

Loss from discontinued

operations, net of tax

Loss from continuing operations

Add (deduct):

• does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us;

• does not reflect income tax provision or benefit, which is a noncash income or expense;

• does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements;

• does not reflect stock-based compensation and, therefore, does not include all of our compensation costs;

• does not reflect the change in valuation of contingent consideration and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock;

• does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to);

• does not reflect any losses from the impairment of assets, which is a noncash operating expense;

• does not reflect payments related to employee severance and employee restructuring changes for our former executives;

• 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,

Net income (loss) $ 124,858 $ (100,710)

Income (loss) from discontinued operations 96,250 (93,043)

Income (loss) from continuing operations 28,608 (7,667)

Interest expense (net) (1) 11,358 14,668

Income tax provision (benefit)

Income taxes 520 249

Depreciation and amortization (2) 8,887 9,692

Stock-based compensation (3) 485 2,425

Change in fair value of

contingent consideration (4)

Change in valuation of contingent consideration (4) – 313

Liquidated damages (5) 305 306

Loss on impairment of assets (6) – 1,198

Loss on sale of assets

Employee retention credit

Employee restructuring

Professional and vendor

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.

(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.

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

on impairment of assets represents certain assets that are no longer useful.

on sale of assets represents non-recurring losses for sale of assets.

retention credit represents payroll related tax credits under the CARES Act.

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.

Accounting Policies and Estimates

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.

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.

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

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.

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.

(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.

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.

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

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.

our independent Publisher Partners a revenue share of the advertising revenue earned, which is recorded as service costs in the same

period in which the associated advertising revenue is recognized.

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.

Performance Marketing transactions involve the promotion of other companies’ products and services over the internet

through digital advertising platforms.

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.

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.

Subscription Revenue

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.

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.

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.

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.

and Publisher Revenue

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.

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.

associated with sales-based or usage-based royalties where the customer is expected to exceed the minimum are recognized in the same

period in which the underlying sales or usage occurs.

Modifications

occasionally enter into amendments to previously executed contracts that constitute contract modifications.

We assess each of these contract

modifications to determine:

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

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

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.

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.

capitalize internal labor costs, including compensation, benefits and payroll taxes, incurred for certain capitalized platform development

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.

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;

• 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.

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:

and related expenses for personnel;

● stock-based

compensation of related personnel.

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 carrying value of goodwill exceeds

the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities.

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

• payroll and related expenses for personnel;

• stock-based compensation of related personnel.

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 the reporting unit exceeds its fair value, not to exceed the amount of goodwill allocated to the 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

As well as a control premium determined by utilizing publicly available data from studies for similar transactions of

public 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 as 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, 2025.

Issued Accounting Pronouncements

2, Summary of Significant Accounting Policies, in our accompanying consolidated financial statements appearing elsewhere in this

Annual Report includes Recently Issued Accounting Pronouncements.

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.

Quantitative and Qualitative Disclosures about Market Risk

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.

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.

Financial Statements and Supplementary Data

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

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.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis