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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-04-15 · 1400 added, 2578 removed, 379 unchanged (91% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

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.

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.

Based on that evaluation, our management, including our Chief Executive

Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were 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.

Annual Report on Internal Control over Financial Reporting

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.

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, 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”).

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.

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 because we did not adequately identify and assess certain risks of material misstatement in a timely manner as we

did not have the properly trained resources in place to perform the risk assessment and then implement and execute appropriate controls.

have identified the following material weaknesses:

finance and accounting policies, including those governing revenue recognition, expense recognition,

and balance sheet valuation principles and methodologies, have not been fully documented;

did not maintain a sufficient system of internal controls to validate data provided by certain

third party service providers including:

third party providing print subscription management services;

third party advertising partner;

third party providing ad serving services.

material weaknesses have not been remediated as of the date of filing of this Annual Report.

We intend to undertake the following

remedial measures to address these material weaknesses and will continue to evaluate and adjust remediation actions as needed to

ensure the remedial measures remain appropriate and are sustainable:

(i) Hire resources to help develop

a comprehensive set of finance and accounting policies to document revenue recognition, expense

recognition, and balance sheet valuation principles and methodologies as well as enhance our risk assessment processes and internal control capabilities;

review, and map a System and Organization Controls – SOC 1 Type 2 report from third

party service providers for the effectiveness of controls relevant to any third party data

relied upon in accounting and financial reporting for any third parties noted above which

continue to support the business;

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;

(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.

believe that the actions listed above will provide appropriate remediation of the material weaknesses.

Due to the nature of the remediation

process and the need for sufficient time after implementation to evaluate and test the design and effectiveness of the controls, no assurance

can be given as to the timing for completion of remediation.

The material weaknesses will be fully remediated when we conclude that the

controls have been operating for sufficient time and independently validated by management.

believe that, notwithstanding the material weaknesses mentioned above, the consolidated financial statements contained in this Annual

Report present fairly, in all material respects, the consolidated balance sheets, statements of operations and comprehensive loss, stockholders’

deficiency, and cash flows of the Company and its subsidiaries in conformity with U.S.

generally accepted accounting principles as of

the dates and for the periods stated therein.

Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

in Internal Control over Financial Reporting

as described above under “Management’s Annual Report On Internal Control 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 that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Limitations on the Effectiveness of Controls

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

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, 2025 due to the following material weakness which we previously reported and continues to exist:

we did not design and maintain effective controls over the completeness and accuracy of information received from a third-party programmatic advertising services provider used in recording certain advertising revenues.

This material weakness has not been remediated as of the date of filing of this Annual Report.

We intend to expand and formalize documentation around the review and oversight procedures performed to validate data provided by the third party providing ad serving services, provide training to relevant personnel on the enhanced documentation requirements, and, as necessary, implement additional controls to independently verify completeness and accuracy of third party data used in financial reporting to address this material weakness.

We will continue to evaluate and adjust remediation actions as needed to ensure the remedial measures remain appropriate and sustainable.

We believe that the actions listed above will provide appropriate remediation of the material weakness.

Due to the nature of the remediation process and the need for sufficient time after implementation to evaluate and test the design and effectiveness of the controls, no assurance can be given as to the timing for completion of remediation.

The material weakness will be fully remediated when we conclude that the controls have been operating for sufficient time and independently validated by management.

We believe that, notwithstanding the material weaknesses mentioned above, the consolidated financial statements contained in this Annual Report present fairly, in all material respects, the consolidated balance sheets, statements of operations and comprehensive income (loss), stockholders’ deficiency, and cash flows of the Company and its subsidiaries in conformity with U.S.

generally accepted accounting principles as of the dates and for the periods stated therein.

BDO USA, P.C., the Company’s independent registered public accounting firm that audited the Company’s financial statements included in this Annual Report, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, which is included herein.

Remediation of Previously Reported Material Weaknesses in Internal Control Over Financial Reporting

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025, we identified the following material weaknesses in our internal control over financial reporting:

Our finance and accounting policies, including those governing revenue recognition, expense recognition, and balance sheet valuation principles and methodologies, have not been fully documented;

We did not maintain a sufficient system of internal controls to validate data provided by certain third party service providers including:

A third party providing print subscription management services;

A third party advertising partner.

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

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;

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;

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;

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 “Remediation of Previously Reported Material Weaknesses in Internal Control 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, 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.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders

to be filed with the SEC not later than 120 days after December 31, 2024.

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

Executive Compensation

information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders

to be filed with the SEC not later than 120 days after December 31, 2024.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders

to be filed with the SEC not later than 120 days after December 31, 2024.

Certain Relationships and Related Transactions, and Director Independence

information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders

to be filed with the SEC not later than 120 days after December 31, 2024.

Principal Accountant Fees and Services

information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders

to be filed with the SEC not later than 120 days after December 31, 2024.

Exhibits and Financial Statement Schedules

following documents are filed as part of this Annual Report:

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

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:

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:

Report of Independent Registered Public Accounting Firm (PCAOB No.

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023

Statements of Stockholders’ Deficiency for the Years Ended December 31, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

to Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 202 5 and 202 4

Consolidated Statements of Operations and Comprehensive Income ( Loss ) for the Years Ended December 31, 202 5 and 202 4

Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 and 202 4

Notes to Consolidated Financial Statements

Financial Statement Schedules .

Schedule II – Valuation and Qualifying Accounts from Continuing Operations for the Years

Ended December 31, 2024 and 2023.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Amended and Restated Bylaws, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on January 17, 2025.

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.

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.

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.

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.

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.

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

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

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.

Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No.

1 to Registration Statement on Form SB-2/A (Registration

Financial Statement schedules are omitted because they are not required or are not applicable, or the required information is provided in 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.

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.

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.

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.

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.

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.

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.

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.

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.

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,

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,

of Bridge Notes.

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.

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.

4.19 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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,

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.

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,

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.

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.

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.

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.

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.

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.

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,

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,

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.

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.

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.

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.

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

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.

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.

Executive Bonus Plan, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 14, 2021.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

10.1 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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

10.60 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.

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.

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.

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.

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.

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.

Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc.

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.

, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023.

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.

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.

of Liquidated Damages and Release of Claims, dated December 1, 2023, by and among the Company, Simplify Inventions, LLC and B.

Principal Investments, LLC, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 5,

Letter, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 5, 2024.

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.

Letter between the Company and Renew Group Private Limited dated as of March 27, 2024.

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.

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.

3 to the Third Amended and Restated Note Purchase Agreement dated as of December 15, 2022 (as amended by that certain Amendment

1 to Third Amended and Restated Note Purchase Agreement, dated as of August 14, 2023 and as further amended by that certain Amendment

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.

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.

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.

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.

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.

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.

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.

10.86# 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.

1 unchanged sentence

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.

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.

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.

Agreement with Paul Edmondson, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February

Insider Trading Policy

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.

Consent of K PMG LLP, independent registered accounting firm.

Consent of Marcum LLP, independent registered accounting firm

of Attorney (included in the signature pages hereto)

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.

3 unchanged sentences

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

Extension Schema Document.

Extension Calculation Linkbase Document.

Extension Definition Linkbase Document.

Extension Label Linkbase Document.

Presentation Linkbase Document.

Page Interactive Data (embedded within the Inline XBRL document and contained in Exhibit 101)

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.

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.

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

a management or compensatory plan or arrangement in which directors or executive officers

are eligible to participate.

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.

101.INS Inline XBRL* Instance Document.

101.SCH Inline XBRL* Taxonomy Extension Schema Document.

101.CAL Inline XBRL* Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL* Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL* Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL* Taxonomy Presentation Linkbase Document.

104* Cover Page Interactive Data (embedded within the Inline XBRL document and contained in Exhibit 101)

* 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.

ARENA GROUP HOLDINGS, INC.

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

Report on Form 10-K

of Qualifying Accounts from Continuing Operations

Ended December 31, 2024 and 2023

in thousands)

at Beginning of Year

to Costs and Expenses

from Reserves

at End of Year

Allowance for doubtful accounts

Valuation allowances for deferred tax assets

Allowance for doubtful accounts receivable

Valuation allowances for deferred tax assets

Annual Report on Form 10-K

Form 10–K Summary

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.

Arena Group Holdings, Inc.

April 15, 2025

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.

March 16, 2026

/s/ PAUL EDMONDSON

Paul Edmondson

Executive Officer

Executive Officer)

Chief Executive Officer

(Principal Executive Officer)

/s/ GEOFFREY WAIT

Geoffrey Wait

Financial Officer)

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

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.

PAUL EDMONDSON

Executive Officer

Executive Officer)

April 15, 2025

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

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

/s/ PAUL EDMONDSON Chief Executive Officer

Paul Edmonson (Principal Executive Officer)

Date March 16, 2026

/s/ GEOFFREY WAIT Principal Financial Officer

Geoffrey Wait

Financial Officer

April 15, 2025

March 16, 2026

/s/ CAVITT RANDALL Chairman of the Board

Cavitt Randall

April 15, 2025

CHRISTOPHER PETZEL

April 15, 2025

CHRISTOPHER FOWLER

April 15, 2025

Arena Group Holdings, Inc.

March 16, 2026

HUNT ALLRED Director

March 16, 2026

/s/ LYNN PETERSMARCK Director

Lynn Petersmarck

March 16, 2026

The Arena Group Holdings, Inc.

and Subsidiaries

to Consolidated Financial Statements

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID NO:

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income ( Loss ) for the Years Ended December 31, 202 5 and 202 4

Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 and 202 4

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

( PCAOB ID NO:

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023

Statements of Stockholders’ Deficiency for the Years Ended December 31, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Randolph Street

IL 60601-6436

of Independent Registered Public Accounting Firm

the Stockholders and the Board of Directors

The Arena Group Holdings, Inc.:

on the Consolidated Financial Statements

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 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

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.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

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.

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.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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 is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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.

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.

Stockholders and Board of 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.

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.

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.

Audit Matters

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.

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.

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.

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.

identified the evaluation of the goodwill impairment analysis as a critical audit matter .

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.

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

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

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.

of audit evidence over programmatic advertising revenue and publisher revenue

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.

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.

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.

have served as the Company’s auditor since 2024.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

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

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Arena Group Holdings, Inc.

and Subsidiaries

on the Financial Statements

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

Paragraph – Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

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.

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.

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 (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.

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.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

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.

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.

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.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Audit Matters

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.

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

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

ARENA GROUP HOLDINGS, INC.

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

Chicago, Illinois

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

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

BALANCE SHEETS

of December 31,

($ in thousands,

except share data)

CONSOLIDATED BALANCE SHEETS

(In thousands of dollars, except for share data)

As of December 31,

($ in thousands, except share data)

Current assets:

Cash and cash

Accounts receivable, net

Prepayments and other current

Current assets from discontinued

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

4 unchanged sentences

Other long term assets 137 151

Noncurrent assets from

discontinued operations

Liabilities, mezzanine equity

and stockholders’ deficiency

Goodwill 42,575 42,575

Total assets $ 112,603 $ 116,352

Liabilities, mezzanine equity and stockholders’ deficiency

Current liabilities:

1 unchanged sentence

Accrued expenses and other 7,631 10,990

Line of credit

Unearned revenue 3,251 6,349

Subscription refund liability

Operating lease liability

Contingent consideration

Subscription and returns reserve liability

Operating lease liability, current portion 402 254

Liquidated damages payable 3,535 3,230

Current liabilities from

discontinued operations

Current liabilities from discontinued operations – 96,159

Total current liabilities 17,003 122,256

1 unchanged sentence

Operating lease liability, net of current portion 2,071 1,964

Other long-term liabilities

Deferred tax liabilities 733 802

Simplify loan – 10,651

Noncurrent liabilities

from discontinued operations

Term debt 97,578 110,436

Total liabilities 117,428 246,512

1 unchanged sentence

Mezzanine equity:

G redeemable and convertible preferred stock, $ 0.01 par value, $ 1,000 per share liquidation value and 1,800 shares designated;

liquidation value:

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:

common shares issuable upon conversion:

8,582 at December 31,

2024 and December 31, 2023

– and 8,582 at December 31, 2025 and December 31, 2024

Total mezzanine equity – 168

Stockholders' deficiency:

Common stock, $ 0.01 par

value, authorized 1,000,000,000 shares:

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

47,594,930 and 47,556,267 shares at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 349,198 348,560

Accumulated deficit ( 354,505 ) ( 479,363 )

Total stockholders’

Total liabilities, mezzanine

equity and stockholders’ deficiency

accompanying notes to consolidated financial statements.

ARENA GROUP HOLDINGS, INC.

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.

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Ended December 31,

($ in thousands,

except share data)

Cost of revenue (includes

amortization for developed technology and platform development for 2024 and 2023 of $ 5,988 and $ 8,782 , respectively)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands of dollars, except for share data)

Years Ended December 31,

($ 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

3 unchanged sentences

Loss on impairment of assets – 1,198

Loss on sale of assets

Total operating expenses 27,558 47,849

Income (loss) from operations

Other expenses

Change in valuation of

contingent consideration

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 expenses

Loss before income taxes

Total other expense ( 11,663 ) ( 15,287 )

Income (loss) before income taxes 29,128 ( 7,418 )

Income tax provision ( 520 ) ( 249 )

Loss from continuing operations

Loss from discontinued

operations, net of tax

$ ( 100,710 )

Basic and diluted net loss per common share:

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 and diluted net

loss per common share

Weighted average number

of common shares outstanding – basic and diluted

accompanying notes to consolidated financial statements

ARENA GROUP HOLDINGS, INC.

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

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

Ended December 31, 2024

Stockholders’

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

(In thousands of dollars, except for share data)

Year Ended December 31, 2025

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 )

$ ( 378,653 )

Issuance of common stock pursuant to common

stock purchase agreement in connection with exchange of debt

Issuance of common stock in connection with

private placement

Issuance of common stock for restricted stock

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 )

Repurchase of common stock for Fexy put option

Issuance of common stock upon exercise of stock options 2,926 7 – – ( 11 ) – ( 4 )

Stock-based compensation – – – – 510 – 510

Balance at December

– – – – – 124,858 124,858

$ ( 130,328 )

ARENA GROUP HOLDINGS, INC.

Balance at December 31 , 2025 47,594,930 $ 482 2,701 $ – $ 349,198 $ ( 354,505 ) $ ( 4,825 )

See accompanying notes to consolidated financial statements

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

Ended December 31, 2023

Stockholders’

($ in thousands,

except share data)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

(In thousands of dollars, except for share data)

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 )

$ ( 323,071 )

Issuance of common stock in connection with

registered direct offering

Issuance of common stock upon conversion of

series H convertible preferred stock

Issuance of common stock in connection with

the acquisition of Fexy Studios

Issuance of common stock in connection with

settlement of liquidated damages

Gain upon issuance of common stock in connection

with settlement of liquidated damages

Issuance of common stock for restricted stock

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 )

Issuance of common stock upon exercise of stock

Issuance of common stock in connection with

Reclassification to liability upon modification

of common stock option

Gain upon forgiveness of liquidated damages

with principal stockholder

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 )

$ ( 378,653 )

accompanying notes to consolidated financial statements.

ARENA GROUP HOLDINGS, INC.

See accompanying notes to consolidated financial statements.

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Ended December 31,

($ in thousands)

Cash flows from operating

$ ( 100,710 )

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation of property

and equipment

Amortization of platform

development and intangible assets

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

Years Ended December 31,

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

Noncash and accrued interest

Loss on impairment of assets – 40,589

Loss on sale of assets

Change in valuation of

contingent consideration

Change in fair value of contingent consideration – 313

Liquidated damages 305 306

1 unchanged sentence

Deferred income taxes ( 69 ) 203

Bad debt expense

Change in operating assets

and liabilities net of effect of acquisitions:

Provision for credit losses 614 2,992

Non-cash lease expense

Other, net ( 4 ) ( 19 )

Change in operating assets and liabilities:

Accounts receivable 8,231 10,478

Subscription acquisition

Prepayments and other current

Subscription acquisition costs – 6,131

Prepayments and other current assets 1,735 1,841

Other long-term assets 14 852

2 unchanged sentences

Unearned revenue ( 48,142 ) ( 18,803 )

Subscription refund liability

Subscription and returns reserve liability

Operating lease liability 255 ( 304 )

1 unchanged sentence

Other long-term liabilities – ( 406 )

Net cash used in operating

Cash flows from investing

Purchases of property and

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 )

Proceeds from sale of assets

Payments for acquisitions,

Net cash used in investing

Cash flows from financing

Proceeds from bridge notes,

net of debt costs

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

Cash flows from financing activities

Payment of Fexy put option – ( 561 )

(Repayments) proceeds under

line of credit

Proceeds from common stock

private placement

Proceeds from Simplify

Proceeds from common stock

public offering, net of offering costs

Payments of issuance costs

from common stock public offering

Payments of debt issuance

Payment of deferred cash

Payment for taxes related

to common stock withheld for taxes

Net cash provided by financing

Net decrease in cash and cash equivalents

Cash and cash equivalents

– beginning of year

Cash, and cash equivalents

– end of year

Supplemental disclosure

of cash flow information

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

Reclassification of stock-based

compensation to platform development

Debt costs recorded in

accrued expenses and other and in other long-term liabilities

Repurchase of common stock

for Fexy put option

Issuance of common stock

upon conversion of Series H convertible preferred stock

Issuance of common stock

in connection with settlement of liquidated damages

Issuance of common stock

upon conversion of series H preferred stock

Issuance of common stock

in connection with an acquisition

Deferred cash payments

recorded in connection with acquisitions

Assumption of liabilities

in connection with acquisitions

Reclassification to liability

upon common stock modification

accompanying notes to consolidated financial statements.

ARENA GROUP HOLDINGS, INC.

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

Issuance of common stock upon conversion of series G convertible preferred stock

Issuance of common stock upon conversion of Series H convertible preferred stock – 15,000

See accompanying notes to consolidated financial statements.

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in thousands, unless otherwise stated)

Organization and Basis of Presentation

Arena Holdings Group, Inc.

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 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,

(“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.

(“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.

acquired by the Company in a merger during 2019), College Spun Media Incorporated (“The Spun” acquired by the Company in

a merger during 2021), Athlon Holdings, Inc.

(“Parade” acquired by the Company in

a merger during 2022), and Athlon Sports Communications, Inc.

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.

the context indicates otherwise, The Arena Group, The Arena Platform, TheStreet, The Spun and Parade, are together hereinafter referred

to as the “Company.”

Company is a 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, inform, educate, and entertain.

The Company’s strategy

is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports & leisure, lifestyle,

and finance) 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”).

The Company’s focus is on leveraging

its Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing

assets for the benefit of its users, its advertiser clients, and its greater than 20 owned and operated properties as well as properties

it runs on behalf of independent Publisher Partners.

The Company owns and operates Athlon Sports, TheStreet, The Spun, Parade, and Men’s

Journal and powers more than 150 independent Publisher Partners.

Publisher Partner joins the Platform by invitation only with the objective 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 on their respective

channels and receive a share of the revenue associated with their content.

Because of the state-of-the-art technology and large scale

of the Platform and 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.

the Publisher Partners benefit from these critical performance improvements, they may also save substantial technology, infrastructure,

advertising sales, member marketing and management costs.

Additionally, the Company believes the lead brands within its verticals create

a halo benefit for all Publisher Partners while each of them adds to the breadth and quality of content.

While the Publisher Partners

benefit from these critical performance improvements, they may also save substantial technology, infrastructure, advertising sales, member

marketing and management costs.

the more than 150 Publisher Partners, a majority of them publish content which aligns with one of our four verticals (sports & leisure,

finance, lifestyle and platform), and oversee an online community for their respective sites, leveraging our Platform, monetization operation,

distribution channels and data and analytics offerings, and benefiting from our ability to engage the collective audiences within a single

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.

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.

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.

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 Company’s wholly owned subsidiaries consist of The Arena Platform, Inc.

(“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 2022), Athlon Holdings, Inc.

(“Parade” acquired by the Company in a merger during 2023), Athlon Sports Communications, Inc., and TravelHost, LLC ("TravelHost" acquired by the Company in 2025).

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 Arena Group Holdings, Inc.

(“Arena Group,” “we,” or “our”) is a brand, data and IP company that builds, acquires, and scales high-performing digital assets.

We combine technology, storytelling, and entrepreneurship to create deep content verticals that engage passionate audiences across sports & leisure, lifestyle, and finance.

We utilize a proprietary entrepreneurial publishing model designed to scale digital content with high efficiency and minimal capital intensity.

Central to this strategy is the alignment of editorial incentives with audience engagement.

Our entrepreneurial publishing framework replaces traditional fixed labor costs with a performance-based, variable cost structure where individual creators contributing content to our owned and operated sites ("Expert Contributors") earn a share of revenue generated by their specific channels.

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.

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

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 starting to

Summer is traditionally a quiet season, as people spend more time outdoors and less time online resulting in lower revenue in

the third quarter.

During the second quarter of the calendar year, the Company typically see advertisers starting to spend their budgets more actively, which results in 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 gradually start to increase.

The fourth quarter of the calendar

year is the Company’s most profitable season.

Advertising 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, which account for

a significant portion of the 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.

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.

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

had cash on hand of $ 4,362 and a working capital deficit of $ 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 obligations when due, including under the Loan Documents and Simplify Loan.

In its evaluation, management determined that substantial

doubt exists about the Company’s 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.

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

If the Company is unable to execute these plans, it could lead to selling assets and further reducing costs and cash requirements.

Naturally, the Company sees the highest dip in July, after which revenue gradually start to increase.

The fourth quarter of the calendar year often represents our strongest period as advertising demand typically peaks during the holiday season.

This trend is magnified by professional sports and college football calendars as 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 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.

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.

A s 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.

As a result of these developments, management has concluded that the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern no longer exist.

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

Summary of Significant Accounting Policies

of Consolidation

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.

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.

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

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;

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;

stock-based compensation and the determination of the fair value;

valuation allowances for deferred tax assets and uncertain tax positions;

accounting for business

combinations;

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;

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.

and Uncertainties

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.

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.

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.

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.

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 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.

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.

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.

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

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.

Company operates within the media industry, providing digital content across four primary verticals (as further described in Note 26)

through its publishing platform.

Comprehensive Income (Loss)

Comprehensive 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.

Segment Reporting

The Company operates within the media industry, providing digital content across four primary verticals (as further described in Note 25, 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’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.

The Company’s reportable segments are organized in subject matter verticals that offer content on the respective

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

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.

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

Advertising – 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.

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 25).

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.

Advertising Revenue

Digital Advertising – 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 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 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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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

Guaranteed minimums represent fixed consideration and are recognized over time or at a point in time depending on the contract

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.

Advertising – The Company sells digital advertising inventory on its websites directly to advertisers or through advertising

The Company’s performance obligations related to digital advertising are generally satisfied when the advertisement is

run on the Company’s platform.

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

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.

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

internet through digital advertising platforms.

Unearned revenue relates to payments for subscription fees for which revenue has not been recognized because services have not yet been provided.

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.

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.

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.

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.

– 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.

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.

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.

the Transaction Price

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

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.

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.

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.

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.

Subscriptions

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.

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.

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.

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.

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.

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.

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.

Disaggregation

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

Schedule of Disaggregation of Revenue

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.

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 – 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.

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.

Disaggregation of Revenue

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

Years Ended December 31,

3 unchanged sentences

Digital subscriptions 5,848 7,800

Licensing and Publisher Revenue

Publisher revenue 19,492 7,914

Performance marketing 19,639 10,927

Other digital revenue 1,884 5,185

1 unchanged sentence

Print revenue

Print advertising

Print subscriptions

Total print revenue

Print revenue 1,021 1,073

Total revenue $ 134,828 $ 125,907

1 unchanged sentence

United States $ 127,761 $ 118,491

Total revenue

Other 7,067 7,416

Total $ 134,828 $ 125,907

Revenue by timing of recognition:

At point in time $ 113,253 $ 110,486

Total revenue

of revenue represents the cost of providing the Company’s digital media channels and advertising and membership services.

of revenue that the Company has incurred in the periods presented primarily include:

Over time 21,575 15,421

Total $ 134,828 $ 125,907

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;

of developed technology and platform development;

amortization of developed technology and platform development;

royalty fees;

hosting and bandwidth and software license fees;

printing and distribution

printing and distribution costs;

payroll and related expenses for customer support, technology maintenance;

fees paid for data analytics and to other outside service

fees paid for data analytics and to other outside service providers;

and stock-based compensation of related personnel (as described in Note 20).

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.

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.

following table provides information about contract balances:

Schedule of Contract Balances

of December 31,

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.

The following table provides information about contract balances:

As of December 31,

Unearned revenue (short-term contract liabilities):

Digital revenue $ 3,251 $ 6,349

Unearned revenue (short-term

contract liabilities)

Unearned revenue (long-term contract liabilities):

Unearned revenue (long-term contract liabilities)

Company’s contract liabilities were $2 0,834 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.

Digital revenue $ 43 $ 403

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 Equivalents, and Restricted Cash

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 and 2023, cash and cash equivalents of $ 4,362 and $ 9,284 , respectively, consisted

primarily of checking, savings deposits and money market accounts.

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.

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, 2025 and 2024 , cash and cash equivalents of $ 10,338 and $ 4,362 , 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.

Receivable and Allowance for Credit Losses

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.

following table summarizes the allowance for credit losses activity:

Schedule of Allowance For Doubtful Accounts

Ended of December 31,

Allowance for credit losses

- beginning of year

Deductions - write-offs

Allowance for credit

losses - end of year

Acquisition Costs

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.

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).

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.

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.

The following table summarizes the allowance for credit losses activity:

Years Ended December 31,

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

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.

Concentrations

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

was no revenue from a single customer that was considered significant as a percentage of the Company’s total revenue for the

years ended December 31, 2024 and 2023.

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.

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.

were no significant accounts payable balances as a percentage of the Company’s total accounts payable from vendors as of December

Significant accounts payable balances as a percentage of the Company’s total accounts payable represent 12.2 % from a

vendor as of December 31, 2023.

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.

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.

For the year ended December 31, 2025, one customer accounted for 11.5 % of the Company’s total revenue, and such revenue was attributable to the Company’s Digital Advertising segment.

No customer accounted for 10% or more of the Company’s total revenue for the year ended December 31, 2024.

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.

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.

As of December 31, 2025, three vendors accounted for more than 10% of the Company’s total accounts payable, representing 14.5 %, 12.9 %, and 11.0 %, respectively.

No vendor accounted for 10% or more of the Company's total accounts payable as of December 31, 2024.

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.

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.

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.

and Equipment

and equipment is stated at cost less accumulated depreciation.

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.

losses from disposition of property and equipment are included on the consolidated statements of operations and comprehensive loss when

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

equipment and computers

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.

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.

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 loss.

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.

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.

Company accounts for business combinations using the acquisition method of accounting.

The acquisition method of accounting requires

that the purchase price, 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.

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 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.

changes in fair value of contingent payments are recorded on the consolidated statements of operations and comprehensive loss.

expenses transaction costs related to the acquisition as incurred.

and Definite-Lived Intangible Assets

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

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.

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 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.

determined its operating segments are its reportable units for goodwill impairment testing, See Note 10 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.

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

The Company determined its operating segments are its reportable units for goodwill impairment testing, See Note 11, 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

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, 2024.

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.

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 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 years ended December 31, 2025 and 2024.

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.

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.

and Marketing

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 and 2023, the Company incurred

advertising expenses of $ 2,156 and $ 3,043 , respectively, which are included within selling and marketing on the consolidated statements

of operations and comprehensive loss.

and Administrative

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;

services, including accounting, legal and insurance;

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, 2025 and 2024 , the Company incurred advertising expenses of $ 703 and $ 2,156 , 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;

other general corporate expenses;

and stock-based

compensation of related personnel.

Financial Instruments

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 loss, with no impact on cash flows.

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.

Value of Financial Instruments

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.

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.

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.

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.

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.

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.

stock (the “Preferred Stock”) (as described in Note 19) is reported as a mezzanine obligation between liabilities and stockholders’

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.

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 and 2023) (further details are provided under the headings Publisher

Partner Warrants and New Publisher Partner Warrants in Note 21), and (d) common stock warrants to ABG (further details are

provided under the heading ABG Warrants in Note 21).

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.

fair value measurement of stock awards and grants used for stock-based 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;

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.

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.

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.

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.

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.

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, 2025 and 2024 ) (further details are provided under the headings Publisher Partner Warrants and New Publisher Partner Warrants in Note 20), and (d) common stock warrants to ABG (further details are provided under the heading ABG Warrants in Note 20).

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.

The fair value measurement of stock awards and grants used for stock-based 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 21).

Estimated 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 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 on evaluating 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 Exchange prior to the final vesting

date of the grants (the “No Up-list”) where the historical volatility of the Company’s common stock was evaluated based

upon market comparisons;

and the (2) “Up-list Scenario” (after the reverse stock split on February 8, 2022) where the Company

estimated volatility 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 at the time

The fair market value of common stock is determined by reference to the quoted market price of the Company’s common stock.

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.

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.

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.

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.

per Common Share

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.

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 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.

Schedule of Common Stock Equivalent Shares Excluded From Diluted Calculations

of December 31,

Series G Preferred Stock

and (5) ABG warrants are determined utilizing the Monte Carlo model (further details are provided in Note 20).

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 income (loss) in the same manner in which the award recipient’s cash compensation cost is classified.

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.

The Company recognizes interest and penalties related to income tax matters as income tax expense.

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.

See Note 3, 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,

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 )

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

effect of dilutive restricted stock units 9,958 –

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

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,

Series G convertible preferred stock $ – $ 8,582

Financing Warrants – 39,774

ABG Warrants – 999,540

AllHipHop Warrants – 5,682

2 unchanged sentences

Common stock options 2,661,305 2,943,676

Anti-dilutive securities

Accounting Pronouncements

Adopted Accounting Standards

June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to

Contractual Sale Restrictions , which clarifies that a contractual restriction on the sale of an equity security is not considered

part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

This update also clarifies

that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires certain disclosures

for equity securities subject to contractual sale restrictions.

ASU 2022-03 was effective for the Company in the fiscal year beginning

after December 15, 2023, and interim periods within the fiscal year.

The adoption of ASU 2022-03 on January 1, 2024 did not have a material

impact on the Company’s consolidated financial statements.

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

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).

Issued Accounting Standards

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which will

require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information

for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes

paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024;

early adoption is permitted using either

a prospective or retrospective transition method.

The Company expects ASU 2023-09 to require additional disclosures in the notes to its

consolidated financial statements.

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Total $ 2,661,305 $ 4,022,611

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU requires the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 also requires the Company to disaggregate its income taxes paid disclosure by federal, state, and foreign taxes, with further disaggregation required for significant individual jurisdictions.

The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09 on a prospective 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).

Recently Issued Accounting Standards

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 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.

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.

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.

The Company expects ASU 2024-03 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.

Discontinued Operations

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.

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

table below sets forth the loss from discontinued operations:

Schedule of Discontinued Operations

Ended December 31,

In connection with the termination, certain ABG Warrants vested.

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

In connection with the settlement, all ABG Warrants were forfeited.

The table below sets forth the loss from discontinued operations:

Years Ended December 31,

Revenue (1) $ 45,107 $ 22,159

Cost of revenue (2) ( 1,367 ) 15,137

Gross profit (loss) 46,474 7,022

Operating expense

Operating expenses:

Selling and marketing (2) ( 805 ) 12,358

1 unchanged sentence

Depreciation and amortization – 2,401

on impairment of assets (2)

operating expenses

Loss from discontinued operations

Loss on impairment of assets (4) – 39,391

Total operating expenses (income) ( 49,776 ) 100,057

Income (loss) from discontinued operations 96,250 ( 93,035 )

Income tax provision – ( 8 )

Net loss from discontinued

and administrative expenses for the year ended December 31, 2024, includes a $ 45,000 termination fee liability.

on impairment of assets for the year ended December 31, 2024 of $ 39,391 , includes $ 8,601 for the impairment of intangible assets

and $ 30,790 for the impairment of subscription acquisition costs.

table below sets forth the major classes of assets and liabilities of the discontinued operations:

of December 31,

receivable, net

Subscription acquisition

costs, current portion

and other current assets

Net income (loss) from discontinued operations $ 96,250 $ ( 93,043 )

(1) Revenue for the year ended December 31, 2025 includes the derecognition of SI business related liabilities of $ 45,107 for which the Company has no remaining obligations.

(2) Cost of revenue and selling and marking expenses for the year ended December 31, 2025, include adjustments to previously reported accounts payable that were settled for a reduced amount.

(3) General and administrative expenses for the year ended December 31, 2025, include the derecognition of SI business related liabilities, including a $ 45,000 termination fee liability, a $ 3,750 royalty fee liability and $ 221 of previously reported accounts payable that was settled for a reduced amount.

General and administrative expenses for the year ended December 31, 2024, include a $ 45,000 termination fee liability.

(4) Loss on impairment of assets for the year ended December 31, 2024 of $ 39,391 , includes $ 8,601 for the impairment of intangible assets and $ 30,790 for the impairment of subscription acquisition costs.

The table below sets forth the major classes of assets and liabilities of the discontinued operations:

As of December 31,

Accounts receivable, net $ – $ –

Subscription acquisition costs, current portion – –

Prepayments and other current assets – –

Current assets from discontinued operations – –

Subscription acquisition

costs, net of current portion

and other intangibles assets, net

Noncurrent assets from

discontinued operations

Total assets from

discontinued operations

Subscription acquisition costs, net of current portion – –

Acquired and other intangibles assets, net – –

Noncurrent assets from discontinued operations – –

Total assets from discontinued operations $ – $ –

Accounts payable $ – $ 1,783

Accrued expenses and

Subscription refund

fee liability (1)

liability, current portion

Current liabilities

from discontinued operations

liability, net of current portion

Noncurrent liabilities

from discontinued operations

Total liabilities

from discontinued operations

details related to the alleged and disputed royalty fee liability of $ 3,750 and termination

fee liability of $ 45,000 are described under the heading ABG Group Legal Matters in

table below sets forth the cash flows of the discontinued operations:

Ended December 31,

Cash flows from operating

activities from discontinued operations

from discontinued operations

Adjustments to reconcile

net loss to net cash used in operating activities:

Amortization of intangible

Loss on impairment of

Accrued expenses and other – 519

Subscription refund liability – 423

Royalty fee liability (1) – 3,750

Termination fee liability (1) – 45,000

Subscription liability – 44,684

Current/total liabilities from discontinued operations – 96,159

Subscription liability, net of current portion – –

Noncurrent liabilities from discontinued operations – –

Total liabilities from discontinued operations $ – $ 96,159

(1) Further details related to the alleged and disputed royalty fee liability of $ 3,750 and termination fee liability of $ 45,000 are described under the heading ABG Group Legal Matters in Note 24.

The table below sets forth the cash flows of the discontinued operations:

Years Ended December 31,

Cash flows from operating activities from discontinued operations

Net income (loss) from discontinued operations

$ 96,250 $ ( 93,043 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Amortization of intangible assets – 2,401

Loss on impairment of assets – 39,391

Stock-based compensation – 606

1 unchanged sentence

Change in operating assets and liabilities:

Accounts receivable,

Subscription acquisition

Prepayments and other

current assets

Accounts receivable, net – 12,077

Subscription acquisition costs – 6,131

Prepayments and other current assets – 807

Accounts payable ( 1,783 ) ( 771 )

Accrued expenses and

Subscription refund

Accrued expenses and other ( 519 ) ( 1,349 )

Subscription refund liability ( 423 ) 20

Subscription liability ( 44,684 ) ( 8,301 )

Royalty fee liability ( 3,750 ) 3,750

fee liability (1)

Net cash provided

by operating activities from discontinued operations

within accrued expenses and other on consolidated statements of cash flows.

details regarding legal matters in connection with the discontinued operations are provided under the heading ABG Group Legal Matters

Acquisitions and Dispositions

Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805) , and uses the fair

value concepts which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their fair values

as of the acquisition date.

– On January 11, 2023, the Company entered into an asset purchase agreement with Teneology, Inc., (“Teneology”)

pursuant to which it acquired certain assets (consisting of the RoadFood media business, including digital and television assets;

Moveable Feast media business, including digital and television assets;

the Fexy-branded content studio business;

and the MonkeySee YouTube

Channel media business, collectively “Fexy Studios”), for a purchase price of $ 3,307 .

The purchase price consisted of the

(1) $ 500 cash paid at closing (including an advance payment of $ 250 prior to closing);

(2) $ 75 deferred cash payments due

in three equal installments (paid in 2023);

(3) $ 200 deferred cash payment due on the first anniversary of the closing date, subject

to certain indemnity provisions (further details are provided under the heading Fexy Put Option in Note 16);

and (4) the issuance

of 274,692 shares of the Company’s common stock, subject to certain lock-up provisions, with a fair value of $ 2,000 on the transaction

closing date (fair value was determined based on an independent appraisal);

and which was subject to a put option under certain conditions

(the “contingent consideration”) (as further described below in Note 16).

The number of shares of the Company’s common

stock issued was determined based on a $ 2,225 value using the common stock trading price on the day immed iately

preceding the January 11, 2023 closing date (on the closing date the common stock trading price was $ 7.94 per share).

The agreement also

provided for a cash retention pool for certain employees of $ 300 , subject to vesting over three years upon continued employment and other

composition of the purchase price is as follows:

Schedule of Composition Preliminary Assets Purchase Price

Contingent consideration

Deferred cash payments,

as discounted

Total purchase consideration

Company accounted for the asset acquisition as a business combination in accordance with ASC 805 since the acquisition met the definition

of a business under the applicable guidance.

Company incurred $ 99 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses.

acquisition-related expenses were recorded in general and administrative expenses on the consolidated statements of operations and comprehensive

purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing

date of the acquisition based upon their respective fair values as summarized below:

Summary of Preliminary Assets Purchase Price Allocation

Advertiser relationships

Net assets acquired

Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities

assumed, which required certain significant management assumptions and estimates.

The fair value of the advertiser relationships were

valued using the excess earnings method of the income approach and the brand names were valued using the relief-from-royalty method of

the income approach.

The estimated useful life is fifteen years ( 15.0 years) for the advertiser relationships and twelve years ( 12.0

years) for the brand names.

excess-of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from

the acquisition.

Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment.

The Company expects $ 1,678 of goodwill to be deductible for tax purposes.

Pro Forma Information

pro forma disclosures have been deemed impracticable for this acquisition since after making reasonable efforts the Company is unable

to accept assumptions made by Teneology.

The Company has determined, based on the information provided by Teneology and made available

to the Company, that the earnings from the prior periods could not be verified since the acquisition only included certain activities

of Teneology and financial statements were not available.

In this regard, the Company:

(1) made reasonable effort to obtain certain financial

results of the certain activities but Teneology was unable to comply with this request;

and (2) the presentation of the pro forma results

and the assumptions made by Teneology management were unable to be independently substantiated.

November 17, 2023, the Company sold certain assets related to one of Parade’s business components known as Athlon Outdoors for

cash proceeds of $ 1,061 ($ 1,000 sale price (with a target working capital of $ 272 ) plus a preliminary working capital adjustment of $ 61 ),

as further reduced by a final working capital adjustment of $ 153 , as reflected in accrued expenses and other on the consolidated balance

sheets, resulting in a final sale price of $ 908 .

In connection with the sale, the Company disposed of certain advertiser relationships

and trade name relating to that business component with a carrying value of $ 639 and $ 172 , respectively, along with the accounts receivable

and accounts payable of the business component of $ 453 and $ 31 , respectively, resulting in a recognized loss on sale of assets of $ 325

as reflected on the consolidated statements of operations and comprehensive loss.

Termination fee liability ( 45,000 ) 45,000

Net cash provided by operating activities from discontinued operations $ 91 $ 7,777

Further details regarding legal matters in connection with the discontinued operations are provided under the heading ABG Group Legal Matters in Note 24, Commitments and Contingencies.

The Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805) , and uses the fair value concepts which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their fair values as of the acquisition date.

On May 12, 2025, the Company entered into a Membership Purchase Agreement to purchase 100 % of the membership interests of TravelHost LLC from Simplify Inventions LLC ("Simplify"), a related party as further described in Note 23, Related Party Transactions, for a purchase price of $ 1,000 .

Because TravelHost is an affiliate of the Company under common control of Simplify, the Company accounted for the transaction as a common control transfer of assets and recorded the acquired intangible assets at the seller’s carry over basis within intangible assets, net in the accompanying consolidated balance sheet.

On October 1, 2025, the Company entered into an Asset Purchase Agreement to acquire certain digital intangible and intellectual property assets related to the Lindy’s Sports business from DMD Publications, LLC (d/b/a “Lindy’s Sports Annuals” and “Lindy’s Sports”) for total consideration of $ 1,000 .

The acquisition related solely to seller’s digital operations, and the seller retained its print business.

The Company accounted for the transaction as an asset acquisition as the acquired assets did not meet the definition of a business under ASC 805, Business Combinations.

Substantially all of the purchase price was allocated to the intangible asset brand names.

On October 7, 2025, the Company entered into an Asset Purchase Agreement to acquire certain assets from IV Media LLC, a related party, related to its ShopHQ business ("ShopHQ", a related party (see Note 23)).

The purchase price for the assets was $ 1,000 .

The acquisition included the transfer of the ShopHQ brand and related intellectual property.

Because ShopHQ is an affiliate of the Company under common control of Simplify Inventions, the Company accounted for the transaction as a common control transfer of assets and recorded the acquired intangible assets at the seller’s carry over basis within intangible assets, net in the accompanying consolidated balance sheet.

Prepayments and Other Current Assets

and other current assets are summarized as follows:

Schedule of Prepayments and Other Current Assets

of December 31,

Prepaid expenses

Prepayments and other current assets are summarized as follows:

As of December 31,

Prepaid expense $ 1,102 $ 2,078

Prepaid supplies 626 62

Refundable income and franchise taxes – 149

Unamortized debt costs

Employee retention credits 1,294 2,468

Other receivables

Total prepayments

and other current assets

the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the subsequent extensions

of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria.

The Company determined

that it qualifies for the tax credit under the CARES Act.

In connection with the CARES Act, the Company adopted a policy to recognize

the employee retention credit when earned and to offset the credit against the related expenditure.

During the year ended December 31,

2024, the Company recorded the employee retention credits as a reduction to payroll and related expenses of $ 6,868 in operating expenses

on the consolidated statements of operations with a corresponding receivable included in prepaid expenses and other current assets on

the consolidated balance sheets for the respective periods.

During the year ended December 31, 2024, the Company received $ 4,400 in employee

retention credits and has a receivable balance remaining of $ 2,468 as of December 31, 2024.

Total prepayments and other current assets $ 3,022 $ 4,757

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the subsequent extensions of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria.

The Company determined that it qualifies for the tax credit under the CARES Act.

In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when earned and to offset the credit against the related expenditure.

As of the years ended December 31, 2025 and 2024 , the Company has employee retention credits of $ 1,294 and $ 2,468 , respectively, recorded in prepaid expenses and other current assets on the consolidated balance sheets for the respective periods.

Property and Equipment

and equipment are summarized as follows:

Schedule of Property and Equipment

of December 31,

Property and equipment are summarized as follows:

As of December 31,

Office equipment and computers $ 1,777 $ 1,777

1 unchanged sentence

Furniture and fixtures 133 133

Gross property and equipment

Less accumulated depreciation

and amortization

Net property and

and amortization expense for the years ended December 31, 2024 and 2023 was $ 234 and $ 352 , respectively.

Impairment charges for property

and equipment for the years ended December 31, 2024 and 2023 of $ 0 and $ 55 , respectively, have been recorded on the consolidated statements

of operations and comprehensive loss.

Company has a real estate lease for the use of office space.

table below presents information related to the operating leases:

Schedule of Supplemental Information Related to Operating Leases

of December 31,

Operating lease costs during the

Cash payments included in the measurement of

operating lease liability during the year

Operating lease liability arising from obtaining

lease right-of-use assets during the year

Weighted-average remaining lease term (in years)

as of year-end

Weighted-average discount rate during the year

Company generally utilizes its incremental borrowing rates on a collateralized basis, reflecting the Company’s credit quality and

the term of the lease at the commencement of the lease in determining the present value of future payments since the implicit rate for

the Company’s leases is not readily determinable.

lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption,

such as maintenance and utilities.

components of operating lease costs were as follows:

Schedule of Operating Lease Costs

of December 31,

Less accumulated depreciation and amortization ( 1,908 ) ( 1,816 )

Net property and equipment $ 56 $ 148

Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was $ 92 and $ 234 , respectively.

No impairment charges for property and equipment for the years ended December 31, 2025 or 2024 have been recorded on the consolidated statements of operations and comprehensive income (loss).

The Company has a real estate lease for the use of office space.

The table below presents information related to the operating leases:

As of December 31,

Operating lease costs during the period (1) $ 562 $ 431

Cash payments included in the measurement of operating lease liabilities during the period (2) – 916

Operating lease liability arising from obtaining lease right-of-use assets during the period – 2,583

Weighted-average remaining lease term (in years) as of period-end 4.92 5.92

Weighted-average discount rate during the period 10.90 % 10.90 %

(1) For the year ended December 31, 2024, operating lease costs is presented net of sublease income that is not material.

(2) For the year ended December 31, 2025, there were no cash payments included in the measure of operating lease liabilities during the period since the Company has a deferral period through December 2025 before any cash payments are required under a lease with an effective date of April 1, 2024 with an initial lease term of 6.67 years.

The Company generally utilizes its incremental borrowing rates on a collateralized basis, reflecting the Company’s credit quality and the term of the lease at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable.

Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities.

The components of operating lease costs were as follows:

As of December 31,

Operating lease costs included in:

and administrative

General and administrative $ 562 $ 884

Total operating costs 562 884

sublease income

Total operating lease

(1) Includes certain

costs associated with an expired business membership agreement that permitted access to certain office space of $ 0 and $ 620 and month-to-month

lease arrangements of $ 0 and $ 396 for the years ended December 31, 2024 and 2023, respectively.

of the operating lease liability as of December 31, 2024 are summarized as follows:

Summary of Maturity of Lease Liabilities

Less sublease income – ( 453 )

Total operating lease costs $ 562 $ 431

Maturities of the operating lease liability as of December 31, 2025 are summarized as follows:

Years Ending December 31,

Total lease payments

Minimum lease payments 3,205

Less imputed interest ( 732 )

Present value of

operating lease liability

Current portion of operating lease liability

Long-term portion of

operating lease liability

Total operating lease

Agreement – The Company has entered into agreements to sublease certain space that it does not occupy, through the duration

of the lease terms, with one sublease that expires in September 2024 and two other subleases (these operating leases were recorded as an assumed

lease liability in connection with the acquisition of Men’s Journal) that expires in March 2025.

As of December

31, 2024, the Company is entitled to receive total sublease income of $ 265 which will offset an assumed liability.

Termination – Effective September 30, 2021, the Company terminated a certain lease arrangement for office space.

In connection

with the termination, the Company agreed to pay the landlord cash payments and credits for market rate advertising, where $ 4,000 of cash

payments were paid during each year ended December 31, 2024 and 2023, and market rate advertising of $ 800 and $ 615 recognized during

the years ended December 31, 2024 and 2023, respectively, leaving no further obligations related to the lease termination.

Present value of operating lease liabilities $ 2,473

Current portion of operating lease liabilities $ 402

Long-term portion of operating lease liabilities 2,071

Total operating lease liabilities $ 2,473

Sublease Agreement – The Company entered into agreements to sublease certain space that it does not occupy, through the duration of the lease terms, with one sublease that expired in September 2024 and two other subleases (these operating leases were recorded as an assumed lease liability in connection with the acquisition of Men’s Journal) that expired in March 2025.

Lease Termination – Effective September 30, 2021, the Company terminated a certain lease arrangement for office space.

In connection with the termination, the Company agreed to pay the landlord cash payments and credits for market rate advertising, where $ 4,000 of cash payments were paid during the year ended December 31, 2024, and market rate advertising of $ 800 recognized during the year ended December 31, 2024, leaving no further obligations related to the lease termination.

No amounts were paid or recognized during the year ended December 31, 2025, and there are no remaining obligations related to the lease termination as of December 31, 2025.

Platform Development

development costs are summarized as follows:

Summary of Platform Development Costs

of December 31,

Platform development costs are summarized as follows:

As of December 31,

Platform development $ 38,499 $ 31,434

1 unchanged sentence

Net platform development $ 9,762 $ 8,115

summary of platform development activity is as follows:

Summary of Platform Development Cost Activity

of December 31,

Platform development beginning

Payroll-based costs capitalized

Less dispositions

Total capitalized payroll-based costs

A summary of platform development cost activity is as follows:

As of December 31,

Platform development beginning of year $ 31,434 $ 26,054

Capitalized costs 7,040 5,121

Total capitalized costs 38,474 31,175

Stock-based compensation 25 259

Platform development

expense for platform development for the years ended December 31, 2024 and 2023 was $ 5,988 and $ 6,332 , respectively.

Amortization expense

for platform development is included in cost of revenue on the consolidated statements of operations and comprehensive loss.

charges for platform development for the years ended December 31, 2024 and 2023 of $ 0 and $ 64 , respectively, have been recorded on the

consolidated statements of operations and comprehensive loss.

Platform development end of year $ 38,499 $ 31,434

Amortization expense for platform development for the years ended December 31, 2025 and 2024 was $ 5,418 and $ 5,988 , respectively.

Amortization expense for platform development is included in cost of revenue on the consolidated statements of operations and comprehensive income (loss).

No impairment charges for platform development for the years ended

December 31, 2025 or 2024 , have been recorded on the consolidated statements of operations and comprehensive income (loss).

Intangible Assets

assets subject to amortization consisted of the following:

Schedule of Intangible Assets Subject to Amortization

of December 31, 2024

of December 31, 2023

Average Useful Life (in years)

Carrying Amount

Intangible assets subject to amortization consisted of the following:

As of December 31, 2025 As of December 31, 2024

Average Useful

Life (in years) Carrying

Amount Accumulated

Amortization Net Carrying

Amount Carrying

Amount Accumulated

Amortization Net Carrying

Developed technology 5.0 $ 17,333 $ ( 17,333 ) $ – $ 17,333 $ ( 17,333 ) $ –

Trade name 16.1 5,181 ( 2,052 ) 3,129 5,181 ( 1,799 ) 3,382

Brand name 11.6 15,115 ( 5,118 ) 9,997 12,115 ( 3,729 ) 8,386

Subscriber relationships 8.5 2,150 ( 1,634 ) 516 2,150 ( 1,379 ) 771

Advertiser relationships 9.9 14,519 ( 5,749 ) 8,770 14,519 ( 4,269 ) 10,250

Database 3.0 1,140 ( 1,140 ) – 1,140 ( 1,140 ) –

Digital content 2.0 355 ( 355 ) – 355 ( 355 ) –

Total intangible assets $ 55,793 $ ( 33,381 ) $ 22,412 $ 52,793 $ ( 30,004 ) $ 22,789

assets subject to amortization were recorded as part of the Company’s business acquisitions.

Amortization expense for the years

ended December 31, 2024 and 2023 was $ 3,470 and $ 6,341 , respectively, of which amortization expense for developed technology of $ 0 and

$ 2,450 , respectively, is included in cost of revenue on the consolidated statements of operations and comprehensive loss.

charges for the year ended December 31, 2024 of $ 1,198 was recorded as a result of the disposition of Fexy Studios intangible assets,

including the advertiser relationships of $ 608 and brand names of $ 590 , on the consolidated statements of operations and comprehensive

Intangible assets subject to amortization were recorded as part of the Company’s business acquisitions.

Amortization expense for the years ended December 31, 2025 and 2024 was $ 3,377 and $ 3,470 , respectively.

No impairment charges from continuing operations for the year ended December 31, 2025 were recorded for intangible assets.

Impairment charges for the year ended December 31, 2024 of $ 1,198 was recorded as a result of the disposition of Fexy Studios intangible assets, including the advertiser relationships of $ 608 and brand names of $ 590 , on the consolidated statements of operations and comprehensive income (loss).

No impairment charges from continuing operations for the year ended December 31, 2024 was recorded for intangible assets.

total amortization expense for the next five years and thereafter related to the Company’s intangible assets subject to amortization

as of December 31, 2024 is as follows:

Schedule of Future Estimated Amortization expense For Intangible Assets

Estimated total amortization expense for the next five years and thereafter related to the Company’s intangible assets subject to amortization as of December 31, 2025 is as follows:

Years Ending December 31,

Thereafter 7,329

Other Long-Term Assets

assets are summarized as follows:

Summary of Other Assets

of December 31,

Other assets are summarized as follows:

As of December 31,

Security deposit $ 109 $ 109

Other receivables

Prepaid insurance 28 42

Unamortized debt cost

Total other assets $ 137 $ 151

changes in carrying value of goodwill are as follows:

Schedule of Changes in Carrying Value of Goodwill

of December 31,

Carrying value at beginning of

Goodwill acquired in acquisition of Parade

Goodwill acquired in acquisition of Men’s

Goodwill acquired in acquisition

of Fexy Studios

Carrying value at end

Company performs an annual goodwill impairment test, or more frequently if events or changes in circumstances indicate that the carrying

value of goodwill may not be recoverable.

Resulting from a change in reportable segments (see Note 26) the Company reassessed its goodwill

reporting unit level and determined its goodwill reporting units had changed and goodwill was assigned to the new goodwill reporting

units based on the relative fair value of each reporting unit.

goodwill impairment test was conducted at the reporting unit level, which now consists of four reporting units:

Sports, Finance, Lifestyle,

and Platform.

Company bypassed the qualitative test known as Step Zero and proceeded directly to the quantitative impairment test allowable under ASC

The changes in carrying value of goodwill are as follows:

As of December 31,

Carrying value at beginning of year $ 42,575 $ 42,575

Carrying value at end of year $ 42,575 $ 42,575

The Company performs an annual goodwill impairment test, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

Resulting from a change in reportable segments in 2024 (see Note 25, Segment Reporting) the Company reassessed its goodwill reporting unit level and determined its goodwill reporting units had changed and goodwill was assigned to the new goodwill reporting units based on the relative fair value of each reporting unit.

There were no changes to the reporting units in 2025.

The goodwill impairment test was conducted at the reporting unit level, which consists of four reporting units:

Sports & Leisure, Finance, Lifestyle, and Platform & Other.

Our reporting units are consistent with our operating segments in Note 25.

For the years ended December 31, 2025 and 2024, t he Company bypassed the qualitative test known as Step Zero and proceeded directly to the quantitative impairment test.

The fair value of each reporting unit was estimated using a combination of the income and market approaches.

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.

on the results of the quantitative impairment test, the fair values of all four reporting units exceeded their respective carrying

Accordingly, no

goodwill impairment was recorded during the years ended December 31, 2024 and 2023, respectively.

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.

Based on the results of the quantitative impairment tests performed for the year ended December 31, 2025, the fair values of all four reporting units exceeded their respective carrying amounts of Sports & Leisure ($ 16,627 ), Finance ($ 10,925 ), Lifestyle ($ 11,030 ), and Platform & Other ($ 3,993 ).

No goodwill impairment losses have been recognized to date on any of our reporting units.

Accrued Expenses and Other

expenses and other are summarized as follows:

Schedule of Accrued Expenses

of December 31,

Accrued expenses and other are summarized as follows:

As of December 31,

General accrued expenses $ 3,264 $ 2,140

1 unchanged sentence

Accrued publisher expenses 3,619 4,066

Accrued interest

Liabilities in connection with acquisitions

and dispositions

Liabilities in connection with acquisitions and dispositions 320 30

Assumed lease liability – 390

Lease termination liability

Other accrued expenses 339 559

Total accrued expenses

Total accrued expenses and other $ 7,631 $ 10,990

Line of Credit

of Credit – In connection with the Arena Notes Default (as further described below in Note 25) there was a cross-default under

the SLR Digital Finance LLC (“SLR” and the “SLR Default”) financing and security agreement for a line of credit

(the “Line of Credit”), where the Line of Credit, as amended, was terminated.

In connection with the termination, the Company

paid SLR $ 3,448 with the proceeds from the Simplify Loan as described in Note 17, representing the amount due on the outstanding loan

balance, accrued interest, certain fees and contingency reserves other fees in connection with the termination.

In connection with the

SLR Default, SLR no longer provided funding under the Line of Credit while paying down the Line of Credit with payments received from

the Company’s customers in accordance with the terms of the agreement.

of December 31, 2023, in connection with the SLR Default, the Company recorded a $ 900

termination fee representing 2.25 %

of the maximum line amount, and the current portion of the unamortized debt costs of $ 209

was reflected in prepayment and other current assets and the noncurrent portion of $ 209

was reflected in other long-term assets on the consolidated balance sheets.

As of December 31, 2024 and 2023, the outstanding

balance under the Line of Credit was $ 0

and $ 19,609 ,

respectively.

Company has refinanced the Line of Credit with a new credit facility with Simplify, as further described in Note 17.

for the years ended December 31, 2024 and 2023, with respect to interest expense related to the Line of Credit is provided under the

heading Interest Expense in Note 18.

Line of Credit – In connection with the term debt default (See Note 17 , Term Debt), there was a cross-default under the SLR Digital Finance LLC (“SLR” and the “SLR Default”) financing and security agreement for a line of credit (the “Line of Credit”), where the Line of Credit, as amended, was terminated, on December 29, 2023.

In connection with the termination, the Company paid SLR $ 3,448 with the proceeds from the Simplify Loan as described in Note 16 , Simplify Loan, representing the amount due on the outstanding loan balance, accrued interest, certain fees and contingency reserves other fees in connection with the termination.

In connection with the SLR Default, SLR no longer provided funding under the Line of Credit while paying down the Line of Credit with payments received from the Company’s customers in accordance with the terms of the agreement.

The Company refinanced the Line of Credit with a new credit facility with Simplify, a related party, on August 19, 2024, as further described in Note 16.

Information for the year ended December 31, 2024, with respect to interest expense related to the Line of Credit is provided under the heading Interest Expense in Note 17, Term Debt.

Liquidated Damages Payable

damages were recorded as a result of the Registration Rights Damages and the Public Information Failure Damages.

with respect to the liquidated damages payable are summarized as follows:

Summary of Liquidated Damages

of December 31, 2024

Rights Damages

Information Failure Damages

During the year ended December 31, 2023, liquidated damages were recorded as a result of the following:

(i) certain registration rights agreements that provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”);

and (ii) certain securities purchase agreements that provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”).

Obligations with respect to the liquidated damages payable are summarized as follows:

As of December 31, 2025

Registration Rights Damages Public Information Failure Damages Accrued Interest Balance

MDB common stock to be issued (1) $ 15 $ – $ – $ 15

2 unchanged sentences

Series J convertible preferred stock (2) 152 152 201 505

Series K convertible preferred

of common stock issuable to MDB Capital Group, LLC (“MDB”) (see Common Stock

to be Issued in Note 20).

(2) Represents

previously issued and converted debt or equity securities.

of December 31, 2023

Rights Damages

Information Failure Damages

Series K convertible preferred stock (2) 166 70 455 691

Total $ 900 $ 940 $ 1,695 $ 3,535

(1) Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

(2) Represents previously issued and converted debt or equity securities.

As of December 31, 2024

Registration Rights Damages Public Information Failure Damages Accrued Interest Balance

MDB common stock to be issued (1) $ 15 $ – $ – $ 15

Series H Preferred Stock

Series H convertible preferred stock 566 574 796 1,936

Convertible debentures (2) – 144 89 233

Series J convertible preferred stock (2) 152 152 165 469

Series K convertible preferred

of common stock issuable to MDB.

(2) Represents

previously issued and converted debt or equity securities.

of December 31, 2024 and 2023, the short-term liquidated damages payable were $ 3,230 and $ 2,924 , respectively.

The Company will continue

to accrue interest on the liquidated damages balance at 1.0 % per month based on the balance outstanding as of December 31, 2024, or $ 3,230 ,

Series K convertible preferred stock (2) 166 70 341 577

Total $ 899 $ 940 $ 1,391 $ 3,230

(1) Shares of common stock issuable to MDB.

(2) Represents previously issued and converted debt or equity securities.

During the years ended December 31, 2025 and 2024 , the Company recorded accrued interest on the liquidated damages payable of $ 305 and $ 306 , respectively.

As of December 31, 2025 and 2024 , the short-term liquidated damages payable was $ 3,535 and $ 3,230 , respectively.

The Company will continue to accrue interest on the liquidated damages payable balance at 1.0 % per month based on the balance outstanding as of December 31, 2025, or $ 3,535 , until paid.

There is no scheduled date when the unpaid liquidated damages become due.

The Series K convertible preferred stock remains

subject to Registration Rights Damages and Public Information Failure Damages, which will accrue in certain circumstances, limited to

6 % of the aggregate amount invested.

December 1, 2023, the Company entered into a waiver of liquidated damages and release of claims, where B.

Riley, a principal stockholder

at the time, relinquished any claims to liquidated damages and accrued interest thereon amounting to $ 3,497 , which resulted in a gain

on forgiveness of debt.

Given this transaction was with a related party and in connection with other contemporaneous transactions with

another principal stockholder, Simplify (further described in Note 25), the gain of $ 3,497 was recorded within additional paid-in capital

on the consolidated statement of stockholders’ deficiency.

February 8, 2023, the Company entered into a stock purchase agreement with an investor, where the Company was liable for liquidated damages,

pursuant to which the Company issued 47,252 shares of its common stock, in satisfaction of the liquidated damages, at a price equal to

$ 10.56 per share (determined based on the volume-weighted average price of the Company’s common stock at the close of trading on

the sixty (60) previous trading days), to the investor in lieu of an aggregate of $ 499 owed in liquidated damages as of the conversion

The Company prepared and filed a registration statement covering the resale of these shares of the Company’s common stock

issued in lieu of payment of these liquidated damages in cash.

During the year ended December 31, 2024, the Company recorded $ 499 in

connection with the issuance of shares of the Company’s common stock on the consolidated statements of stockholders’ deficiency

(further details are provided under the heading Common Stock for Liquidated Damages in Note 20).

with respect to the liquidated damages recognized on the consolidated statements of operations and comprehensive loss is provided in

the years ended December 31, 2024 and 2023, the Company recorded liquidated damages of $ 306 and $ 583 (including accrued interest of $ 306

and $ 583 ), respectively.

Other Long-Term Liabilities

of December 31, 2023, other long-term liabilities consisted of $ 350

for an assumed lease liability and $ 56

There were no long-term liabilities as of December 31, 2024.

The Series K convertible preferred stock remains subject to Registration Rights Damages and Public Information Failure Damages, which will accrue in certain circumstances, limited to 6 % of the aggregate amount invested.

Fair Value Measurement

Company’s financial instruments consist of level 1, Level 2 and level 3 assets as of December 31, 2024 and 2023.

As of December

31, 2024 and 2023, the Company’s cash and cash equivalents of $ 4,362 and $ 9,284 , respectively, were Level 1 assets and included

savings deposits, overnight investments, and other liquid funds with financial institutions.

Company accounted for certain common stock issued in connection with the acquisition of Fexy Studios that was subject to a put option

(which provided for a cash payment to the sellers on the first anniversary date of the closing (or January 11, 2024) in the event the

common stock trading price on such date was less than the common stock trading price on the day immediately preceding the acquisition

date, or $ 8.10 per share), as a derivative liability, which required the Company to carry such amounts on its consolidated balance sheets

as a liability at fair value, as adjusted at each reporting period-end.

Put Option – The Company accounted for certain common stock issued in connection with the Fexy Studios acquisition that

was subject to a put option (the “Fexy Put Option”), which provides for a cash payment to the sellers on the first anniversary

date of the closing (on January 11, 2024) in the event the common stock trading price on such date was less than the common stock trading

price on the day immediately preceding the acquisition date of $ 8.10 per share, as a derivative liability, which required the Company

to carry such amounts on the consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end.

February 15, 2024, in connection with the contingent consideration related to the acquisition of Fexy Studios, the Company agreed to

pay the amount due of $ 2,478 in four (4) equal installments of approximately $ 620 starting February 16, 2024 (paid $ 620 in February 2024)

and then on the 15th day of March (paid $ 620 in March 2024), April (paid $ 620 in April 2024) and May (paid $ 620 in May 2024) of 2024

comprised of the following:

(i) $2,225 pursuant to the Fexy Put Option where the Company gave the recipients of the contingent consideration

a right to put their 274,692 shares of the Company’s common stock;

(ii) $200 deferred payment due under the purchase agreement;

and (iii) $53 in other costs and reimbursable transition expenses payable.

During the nine months ended December 31, 2024, the Company

paid the Fexy Put Option and recorded the repurchase of 274,692 shares of the Company’s common stock issued in connection with

the acquisition, resulting in a loss of $ 379 as reflected on the consolidated statements of stockholders’ deficiency.

Company’s Term Debt (as described below), carried at amortized cost, with a carrying value of $ 110,436

and $ 102,309

as of December 31, 2024 and 2023, respectively, its Simplify Loan (as described below) carried at amortized cost, has a carrying

value of $ 10,651

as of December 31, 2024, and its Bridge Notes, carried at amortized cost, has a carrying value of $ 7,887

as of December 31, 2023.

measured at fair value on a recurring basis consisted of the following December 31, 2023:

Schedule of Fair Value of Financial Instruments

Prices in Active Markets for Identical Assets

Other Observable Inputs

Unobservable Inputs

Contingent consideration

Consideration – The fair value of the contingent consideration was primarily dependent on the common stock trading price on

the first anniversary of the closing of the Fexy Studios acquisition, or January 11, 2024.

As of December 31, 2023, the estimated fair

value was calculated based on the $ 8.10 put option amount based on the exercise price of the Company’s common stock at the acquisition

date, less the $ 2.38 the Company’s common stock trading price as of the reporting date, or $ 5.72 per share, multiplied by the number

of shares subject to the put option of 274,692 , which approximated the value if the Black-Scholes option-pricing model was used given

the proximity date of the put option.

the years ended December 31, 2024 and 2023, the loss in change in valuation of the contingent consideration of $ 313 and $ 1,010 , respectively,

was recognized in other expense on the consolidated statements of operations and comprehensive loss.

The Company’s financial instruments may consist of Level 1, Level 2, or Level 3 valuations.

As of December 31, 2025 and 2024 , the Company’s cash equivalents of $ 4,241 and cash and cash equivalents of $ 4,362 , respectively, were Level 1 assets and included savings deposits, overnight investments, and other liquid funds with financial institutions.

The Company’s Term Debt (as described below) is carried at amortized cost, with a carrying value of $ 97,578 and $ 110,436 as of December 31, 2025 and 2024, respectively.

The carrying value of the Company's long-term debt with fixed interest rates approximates fair value based on instruments with similar terms (Level 2), as of December 31, 2025.

The Simplify Loan (as described below in note 16) was carried at amortized cost in 2024, and had a carrying value of $ 10,651 as of December 31, 2024.

Fexy Put Option – The Company accounted for certain common stock issued in connection with the acquisition of Fexy Studios on January 11, 2023 that was subject to a put option (which provided for a cash payment to the sellers on the first anniversary date of the closing (or January 11, 2024) in the event the common stock trading price on such date was less

than the common stock trading price on the day immediately preceding the acquisition date, or $ 8.10 per share), as a derivative liability.

During the year ended December 31, 2024, the Company paid the Fexy Put Option and recorded the repurchase of 274,692 shares of the Company’s common stock issued in connection with the acquisition, resulting in a loss of $ 379 as reflected on the consolidated statement of stockholders’ deficiency.

Simplify Loan

August 19, 2024, the Company entered into an amended and restated promissory note (the “Amended Promissory Note”), in

connection with the amendment to the March 13, 2024 working capital loan agreement with Simplify, a related party as further

described in Note 24 (the “Simplify Loan”), pursuant to which the Company has available up to $ 50,000

(originally $ 25,000 )

at ten percent ( 10.0 %)

interest rate per annum (the “Applicable Interest Rate”), payable monthly in arrears with a maturity on December 1, 2026

(originally March 13, 2026).

The Simplify Loan is secured by certain assets of the Company and its subsidiaries, which are also

guarantors of the obligations.

In connection with the Amended Promissory Note, on August 19, 2024, the Company and Simplify also

entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”), whereby $ 15,000

of outstanding indebtedness under the Simplify Loan was exchanged for shares of the Company’s common stock, as further

described under the heading Common Stock Purchase Agreement and Simplify Loan Exchange for Common Stock in Note 20.

the event of a default, including but not limited to the failure to pay any amounts when due, the interest will accrue at the

Applicable Interest Rate plus five percent ( 5.0 %)

and the Simplify Loan will be payable upon demand by Simplify.

As of December 31, 2024, the balance outstanding on the Simplify Loan

was $ 10,651 .

connection with the closing of the Simplify Loan, the Company borrowed $ 3,448 to repay the outstanding loan balance, accrued interest,

certain fees and contingency reserves under the Line of Credit.

for the years ended December 31, 2024 and 2023, with respect to interest expense related to the Simplify Loan is provided under the heading

Interest Expense in Note 18.

to the Note Purchase Agreement, as amended from time-to time, leading to the Third Amended and Restated Note Purchase Agreement

dated December 15, 2022 (the “Third Amended and Restated Notes”) (as further described under the heading Former

Principal Stockholder in Note 24), as of December 31, 2024 and 2023, the Company has notes outstanding referred to as the senior

secured notes (the “Senior Secured Notes”), the delayed draw term notes (the “Delayed Draw Term Notes”), the

2022 bridge notes (the “2022 Bridge Notes”) and the 2023 notes (the “2023 Notes”), as further described

below and collectively referred to as the “Term Debt”.

Secured Notes

terms of the Senior Secured Notes provide for:

provision for the Company to enter into Delayed Draw Term Notes (as described below);

provision where the Company added $ 13,852 to the principal balance of the notes for interest payable prior to January 1, 2022 as

payable in-kind;

provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate

specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments;

interest rate of 10.0 % per annum, subject to adjustment in the event of default, with a provision that within one (1) business day

after receipt of cash proceeds from any issuance of equity interests, unless waived, the Company will prepay certain obligations

in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the

last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the

maturity date of December 31, 2026 , subject to certain acceleration conditions;

Company to enter into the 2022 Bridge Notes for $ 36,000 (as further described below).

Draw Term Notes

terms of the Delayed Draw Term Notes provide for:

interest rate of 10.0 % per annum, subject to adjustment in the event of default;

on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the

last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the

maturity date on December 31, 2026 , subject to certain acceleration terms.

terms of the 2022 Bridge Notes provide for:

interest rate fixed at 10.0 % per annum (as amended from interest that was payable in cash at an interest rate of 12 % per annum quarterly;

with interest rate increases of 1.5 % per annum on March 1, 2023, May 1, 2023, and July 1, 2023, pursuant to the First Amendment,

(as further described below);

maturity date of December 31, 2026 , subject to certain mandatory prepayment requirements, including, but not limited to, a requirement

that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the notes;

election to prepay the notes, at any time, in whole or in part with no premium or penalty.

connection with the Third Amended and Restated Notes (as further described under the heading Former Principal Stockholder in

Note 24), on August 31, 2023 pursuant to Amendment No.

1 under the Third Amended and Restated Notes dated August 14, 2023, the

Company issued $ 5,000

aggregate principal amount of senior secured notes (the “2023 Notes” and collectively the 2022 Bridge Notes and 2023

Notes are referred to as the “Bridge Notes”) The provisions of Amendment No.

1 also permit certain incremental borrowings in the

amount up to $ 3,000

at the sole discretion of the purchaser (the “Incremental 2023 Notes”), subject to a minimum amount of $ 1,000

and other conditions.

On September 29, 2023, the Company issued $ 1,000

aggregate principal amount of Incremental 2023 Notes.

On November 27, 2023, the Company issued $ 2,000

aggregate principal amount of Incremental 2023 Notes.

terms of 2023 Notes provide for:

interest rate fixed at 10.0 % per annum;

maturity date of December 31, 2026;

election to prepay the notes, at any time, at 100 % of the principal amount due with no premium or penalty.

following table summarizes the Term Debt:

Schedule of Long Term Debt

of December 31, 2024

of December 31, 2023

Discount and Debt Issuance Costs

Senior Secured Notes, effective

interest rate of 10.1 % as of December 31, 2024, as amended

Delayed Draw Term Notes, effective interest

rate of 10.2 % as of December 31, 2024, as amended

2022 Bridge Notes, effective interest rate of 10.2 % as of December 31,

2024, as amended

2023 Notes, effective interest rate of 14.2 %

as of December 31, 2024, as amended

2023 Notes with a carrying value of $ 7,887 were reflected in current liabilities on the consolidated balance sheet as of December 31,

debt issuance costs incurred, as amended based on certain debt modifications, are being amortized over the applicable term of the Term

December 29, 2023, the Company failed to make the interest payment due on the Term Debt resulting in an event of default with

subsequent agreement to a forbearance period that was extended to September 30, 2024.

On July 12, 2024, the Company entered into a

third amendment to the Third Amended and Restated Notes dated as of December 15, 2022 (“Amendment No.

3”) which further

deferred the accrued interest due date to December 31, 2024 (refer to the heading Principal Stockholder in Note 24).

November 6, 2024, the Company received a letter from Renew (as described in Note 24) confirming the Company was not then in

default under the Term Debt (collectively all of the Term Debt is also referred to as “Loan Documents”) due to the cure

of the default identified in the forbearance letter (as updated from time-to-time the “forbearance letter”), and all

interest was paid as of December 31, 2024 (see Note 24).

of December 31, 2024, the Term Debt principal maturity of $ 110,691 is due on December 31, 2026.

for the years ended December 31, 2024 and 2023 with respect to interest expense related to the Term Debt is provided below.

following table represents interest expense:

Summary of Interest Expense

Ended December 31,

Amortization of debt costs:

Senior Secured Notes

Delayed Draw Term Notes

2022 Bridge Notes

Total amortization of

Noncash and accrued interest:

On August 19, 2024, the Company entered into an amended and restated promissory note (the “Amended Promissory Note”), in connection with the amendment to the March 13, 2024 working capital loan agreement with Simplify, a related party as further described in Note 23 (the “Simplify Loan”), pursuant to which the Company had available up to $ 50,000 (originally $ 25,000 ) at 10.0 % interest rate per annum (the “Applicable Interest Rate”).

The Simplify Loan is secured by certain assets of the Company and its subsidiaries, which are also guarantors of the obligations.

In connection with the closing of the Simplify Loan, for the year ended December 31, 2024, the Company borrowed $ 3,448 to repay the outstanding loan balance, accrued interest, certain fees and contingency reserves under the Line of Credit.

In connection with the Amended Promissory Note, on August 19, 2024, the Company and Simplify also entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”), whereby $ 15,000 of outstanding indebtedness under the Simplify Loan was exchanged for shares of the Company’s common stock, as further described under the heading Common Stock Purchase Agreement and Simplify Loan Exchange for Common Stock in Note 23.

In the event of a default, including but not limited to the failure to pay any amounts when due, the interest will accrue at the Applicable Interest Rate plus five percent and the Simplify Loan will be payable upon demand by Simplify .

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 and 2024, the balance outstanding on the Simplify Loan was $ 0 and $ 10,651 , respectively.

Information for the years ended December 31, 2025 and 2024 , with respect to interest expense related to the Simplify Loan is provided unde r the heading Interest Expense in Note 17.

The Company entered in a Note Purchase Agreement with Renew Group Private Limited ("Renew"), a related party (see Note 23, Related Party Transactions ).

Pursuant to the Note Purchase Agreement, as amended from time-to time, leading to the Third Amended and Restated Note Purchase Agreement dated December 15, 2022 (the “Third Amended and Restated Notes”) (as further described under the heading Former Principal Stockholder in Note 23), as of December 31, 2025 and 2024 , the Company has notes outstanding referred to as the senior secured notes (the “Senior Secured Notes”), the delayed draw term notes (the “Delayed Draw Term Notes”), the 2022 bridge notes (the “2022 Bridge Notes”) and the 2023 notes (the “2023 Notes”), as further described below and collectively referred to as the “Term Debt”.

On December 31, 2025, the Company entered into Amendment No.

4 to the Third Amended and Restated Note Purchase Agreement (“Renew Amendment No.

Amendment No.

4 amended the definition of “Maturity Date” to the earlier of (i) December 31, 2027 or (ii) acceleration upon an event of default pursuant to and in accordance with the terms of the agreement.

In addition, as a condition to effectiveness, the Company made a curtailment payment of $ 13,000 , which was applied to reduce the outstanding principal balance of the Notes.

Senior Secured Notes

The terms of the Senior Secured Notes, as amended, provide for:

• a provision for the Company to enter into Delayed Draw Term Notes (as described below);

• a provision where the Company added $ 13,852 to the principal balance of the notes for interest payable prior to January 1, 2022 as payable in-kind;

• a provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments;

• an interest rate of 10.0 % per annum, subject to adjustment in the event of default, with a provision that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, unless waived, the Company will prepay certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

• interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes;

• a maturity date of December 31, 2027, subject to certain acceleration conditions;

• the Company to enter into the 2022 Bridge Notes for $ 36,000 (as further described below).

Delayed Draw Term Notes

The terms of the Delayed Draw Term Notes, as amended, provide for:

• an interest rate of 10.0 % per annum, subject to adjustment in the event of default;

• a maturity date on December 31, 2027, subject to certain acceleration terms.

2022 Bridge Notes

Line of credit termination

accrued interest

Total noncash and accrued

The terms of the 2022 Bridge Notes, as amended, provide for:

• an interest rate fixed at 10.0 % per annum (as amended from interest that was payable in cash at an interest rate of 12 % per annum quarterly;

with interest rate increases of 1.5 % per annum on March 1, 2023, May 1, 2023, and July 1, 2023, pursuant to the First Amendment), (as further described below);

• a maturity date of December 31, 2027, subject to certain mandatory prepayment requirements, including, but not limited to, a requirement that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the notes;

• an election to prepay the notes, at any time, in whole or in part with no premium or penalty.

In connection with the Third Amended and Restated Notes (as further described under the heading Former Principal Stockholder in Note 23), on August 31, 2023 pursuant to Amendment No.

1 under the Third Amended and Restated Notes dated August 14, 2023, the Company issued $ 5,000 aggregate principal amount of senior secured notes (the “2023 Notes” and collectively the 2022 Bridge Notes and 2023 Notes are referred to as the “Bridge Notes”).

The provisions of Amendment No.

1 also permit certain incremental borrowings in the amount up to $ 3,000 at the sole discretion of the purchaser (the “Incremental 2023 Notes”), subject to a minimum amount of $ 1,000 and other conditions.

On September 29, 2023, the Company issued $ 1,000 aggregate principal amount of Incremental 2023 Notes.

On November 27, 2023, the Company issued $ 2,000 aggregate principal amount of Incremental 2023 Notes.

The terms of 2023 Notes, as amended, provide for:

• an interest rate fixed at 10.0 % per annum;

• a maturity date of December 31, 2027;

• an election to prepay the notes, at any time, at 100 % of the principal amount due with no premium or penalty.

The following table summarizes the Company's related-party Term Debt:

As of December 31, 2025 As of December 31, 2024

Principal Balance Unamortized Discount

and Debt Issuance

Costs Carrying Value Principal Balance Unamortized Discount

and Debt Issuance

Costs Carrying Value

Senior Secured Notes, effective interest rate of 10.1 % as of December 31, 2025, as amended, and 10.1 % as of December 31, 2024

$ 55,328 $ ( 80 ) $ 55,248 $ 62,691 $ ( 181 ) $ 62,510

Delayed Draw Term Notes, effective interest rate of 12.6 % as of December 31, 2025, as amended, and 10.2 % as of December 31, 2024

3,531 ( 9 ) 3,522 4,000 ( 21 ) 3,979

2022 Bridge Notes, effective interest rate of 11.5 % as of December 31, 2025, as amended, and 10.2 % as of December 31, 2024

31,772 ( 24 ) 31,748 36,000 ( 53 ) 35,947

2023 Notes, effective interest rate of 12.4 % as of December 31, 2025, as amended, and 14.2 % December 31, 2024

7,060 – 7,060 8,000 – 8,000

Total $ 97,691 $ ( 113 ) $ 97,578 $ 110,691 $ ( 255 ) $ 110,436

The debt issuance costs incurred, as amended based on certain debt modifications, are being amortized over the applicable term of the Term Debt.

On December 29, 2023, the Company failed to make the interest payment due on the Term Debt resulting in an event of default with subsequent agreement to a forbearance period that was extended to September 30, 2024.

On July 12, 2024, the Company entered into a third amendment to the Third Amended and Restated Notes dated as of December 15, 2022 (“Amendment No.

3”) which further deferred the accrued interest due date to December 31, 2024 (refer to the heading Principal Stockholder in Note 23).

On November 6, 2024, the Company received a letter from Renew (as described in Note 23, Related Party Transactions) confirming the Company was not then in default under the Term Debt (collectively all of the Term Debt is also referred to as “Loan Documents”) due to the cure of the default identified in the forbearance letter (as updated from time-to-time the “forbearance letter”), and all interest was paid as of December 31, 2024 (see Note 23).

As of December 31, 2025, following the $ 13,000 curtailment payment made pursuant to Amendment No.

4, the Term Debt principal balance of $ 97,691 is due on December 31, 2027.

Information for the years ended December 31, 2025 and 2024 with respect to interest expense related to the Term Debt is provided below.

Interest Expense

The following table represents interest expense:

Years Ended December 31,

Amortization of debt costs:

Line of credit $ – $ 418

Term Debt (related party) 142 240

Total amortization of debt costs 142 658

Cash paid interest:

Simplify Loan (related party) 315 585

Line of credit – 1,706

Simplify Loan

Senior Secured Notes

Delayed Draw Term Notes

2022 Bridge Notes

Term Debt (related party) 11,223 11,251

Total cash paid interest (1) 11,551 14,013

Less interest income ( 2 )

Total interest expense

(1) During the year

ended of December 31, 2024, the Company paid cash interest of $ 3,824 that was accrued at December 31, 2023.

(2) During the year

ended December 31, 2023, the Company recorded interest income of $ 338 related to the refunds received from the employee retention credits.

Interest Income ( 335 ) ( 3 )

Total interest expense, net $ 11,358 $ 14,668

(1) During the year ended December 31, 2024, the Company paid cash interest of $ 3,824 that was accrued at December 31, 2023.

Preferred Stock

Company has the authority to issue 1,000,000 shares of Preferred Stock, $ 0.01 par value per share, consisting of authorized and/or outstanding

shares as of December 31, 2024 as follows:

authorized shares designated as “Series G Convertible Preferred Stock”, of which 168 shares are outstanding.

authorized shares designated as “Series H Convertible Preferred Stock” (as further described below), of which no shares

are outstanding.

G Preferred Stock

May 30, 2000, the Company sold 1,800 shares of its Series G convertible Preferred Stock (the “Series G Preferred Stock”),

of which 1,631.504 were converted prior to November 2001 and 168.496 shares continue to be outstanding, at a stated value of $ 1,000 per

share, convertible into shares of the Company’s common stock, as adjusted for the stock split on February 8, 2022, and will be

further adjusted in the event of another stock splits, stock dividends, combinations of shares and similar transactions subject to stock

The Series G Preferred Stock is convertible into shares of common stock, at the option of the holder, subject to certain limitations.

The Company may require holders to convert all (but not less than all) of the Series G Preferred Stock or buy out all outstanding shares

of Series G Preferred Stock at the liquidation value of $ 168 .

Holders of Series G Preferred Stock are not entitled to dividends and have

no voting rights, unless required by law or with respect to certain matters relating to the Series G Preferred Stock.

a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G Preferred Stock, the

holder of the Series G Preferred Stock has the option to deem such transaction as a liquidation and may redeem their 168.496 shares at

the liquidation value of $ 1,000 per share, or an aggregate amount of $ 168 .

The sale of all the assets of the Company on June 28, 2007

triggered the redemption option.

As such redemption was not in the control of the Company, the Series G Preferred Stock has been accounted

for as if it is redeemable preferred stock and is classified on the consolidated balance sheets as a mezzanine obligation between liabilities

and stockholders’ deficiency.

The holder of the Series G Preferred Stock still has the ability to exercise the redemption option.

H Preferred Stock

of the then outstanding shares of Series H convertible Preferred Stock (the “Series H Preferred Stock”) automatically converted

into shares of the Company’s common stock on the fifth anniversary date of the initial first closing of the Series H Preferred

Stock, or on August 10, 2023, at the conversion price of $ 7.26 per share (the “automatic mandatory conversion”).

details are provided under the heading Common Stock in Note 20.

The Company has the authority to issue 1,000,000 shares of Preferred Stock, $ 0.01 par value per share.

As of December 31, 2024, 168 shares of Series G Convertible Preferred Stock were outstanding.

On December 9, 2025, the outstanding 168 shares of Series G Convertible Preferred Stock were converted to common stock.

As a result, no convertible preferred shares are outstanding as of December 31, 2025.

Stockholders’ Deficiency

Stock Purchase Agreement – On August 19, 2024, in connection with the Amended Promissory Note, the Company and Simplify entered

into a Common Stock Purchase Agreement, where $ 15,000 of outstanding indebtedness under the Simplify Loan was exchanged for 17,797,817

shares of the Company’s common stock at a purchase price of approximately $ 0.84 per share, based on a 60-day volume weighted-average

price of the Company’s common stock, which approximated the trading price on August 19, 2024, as reflected on the consolidated

statements of stockholders’ deficiency.

Further information is provided in Note 24.

Stock Private Placement – On February 14, 2024, the Company entered into a subscription agreement (the “Subscription

Agreement”) with Simplify, pursuant to which the Company agreed to sell and issue to Simplify in a private placement (the “Private

Placement”) an aggregate of 5,555,555 shares (the “Private Placement Shares”) of the Company’s common stock,

at a purchase price of $ 2.16 per share, a price equal to the 60-day volume weighted average price of the Company’s common stock.

The Private Placement closed on February 14, 2024 and the Company received proceeds from the Private Placement of $ 12,000 as reflected

on the condensed consolidated statements of stockholders’ deficiency.

The proceeds were used for working capital and general corporate

Common Stock Purchase Agreement – On August 19, 2024, in connection with the Amended Promissory Note, the Company and Simplify entered into a Common Stock Purchase Agreement, where $ 15,000 of outstanding indebtedness under the Simplify Loan was exchanged for 17,797,817 shares of the Company’s common stock at a purchase price of approximately $ 0.84 per share, based on a 60 -day volume weighted-average price of the Company’s common stock, which approximated the trading price on August 19, 2024, as reflected on the consolidated statements of stockholders’ deficiency.

Further information is provided in Note 23.

Stock Units – The Company issued, in connection with the vesting of restricted stock units, 971,863 and 429,528 shares of the

Company’s common stock (as described in Note 21) during the years ended December 31, 2024 and 2023, respectively, as reflected

on the consolidated statements of stockholders’ deficiency.

Stock Withheld – The Company recorded the repurchase of vested restricted common stock of 330,982 shares for the payment for

taxes of $ 534 , and 202,382 shares for the payment for taxes of $ 1,423 , during the years ended December 31, 2024 and 2023, respectively,

as reflected on the consolidated statements of stockholders’ deficiency.

Stock for Series H Preferred Stock – During the year ended December 31, 2023, the Company recorded the issuance of 1,981,128

(of which 1,759,224 were issued in accordance with the automatic mandatory conversion) shares of common stock upon conversion of 14,356

(of which 12,748 were issued were issued in accordance with the automatic mandatory conversion) shares of Series H Preferred Stock, with

a corresponding amount of $ 13,008 (representing 14,356 shares of Series H Preferred Stock at $ 1,000 stated par value per share, less

issuance cost of $ 1,348 ), as reflected on the consolidated statements of stockholders’ deficiency.

Stock Registered Direct Offering – On March 31, 2023, the Company entered into common stock purchase agreements with certain

purchasers, pursuant to which the Company issued and sold in a registered direct offering an aggregate of 2,963,918 shares of the Company’s

common stock, at a purchase price of $ 3.88 per share.

The gross proceeds received were $ 11,500 and after deducting offering expenses

of $ 356 , the Company received net proceeds of $ 11,144 , as reflected on the consolidated statements of stockholder’s deficiency.

No underwriter or placement agent participated in the registered direct offering.

Common Stock Private Placement – On February 14, 2024, the Company entered into a subscription agreement (the “Subscription Agreement”) with Simplify, pursuant to which the Company agreed to sell and issue to Simplify in a private placement (the “Private Placement”) an aggregate of 5,555,555 shares (the “Private Placement Shares”) of the Company’s common stock, at a purchase price of $ 2.16 per share, a price equal to the 60 -day volume weighted average price of the Company’s common stock.

The Private Placement closed on February 14, 2024 and the Company received proceeds from the Private Placement of $ 12,000 which were reflected in the consolidated statements of stockholders’ deficiency for the year ended December 31, 2024.

The proceeds were used for working capital and general corporate purposes.

Further information is provided in Note 23.

Stock for Acquisitions – During the year ended December 31, 2023, the Company recorded the issuance of 274,692 shares of the

Company’s common stock, as reflected on the consolidated statements of stockholders’ deficiency pursuant to the Fexy Studios

asset acquisition on January 11, 2023, with a fair value of $ 2,000 on the transaction closing date, as further described in Note 4.

Stock for Liquidated Damages – During the year ended December 31, 2023, the Company entered into several stock purchase agreements

with an investor where it was liable for liquidated damages, pursuant to which the Company issued 47,252 shares of its common stock to

the investor in lieu of an aggregate of $499 owed in liquidated damages as of the conversion date, where the Company recorded $ 369 in

connection with the issuance of shares of the Company’s common stock and a gain of $130 on the settlement of the liquidated damages,

both as reflected in additional paid-in capital, totaling $499 , which was recorded as additional paid-in capital on the consolidated

statements of stockholders’ deficiency.

of Stock Options – During the year ended December 31, 2023, the Company recorded the exercise of 795 common stock options for

shares of the Company’s common stock for cash of $ 0 , as reflected on the consolidated statements of stockholders’ deficiency.

Stock to be Issued – During the year ended December 31, 2023, in connection with the Say Media merger on December 12,

2018, the Company issued 38,582 shares of the Company’s common stock, which were required to be issued as of January 1, 2022.

otherwise stated, the fair value of a restricted stock award is determined based on the number of shares granted and the quoted price

of the Company’s common stock on the date issued.

The estimated fair value of these shares is being recognized as compensation

expense over the vesting period of the award (see Note 21) .

Stock to be Issued

connection with a closing of a private placement on January 4, 2018, MDB, as the placement agent, was entitled to receive 2,701 shares

of the Company’s common stock (subject to liquidated damages, see Note 14), which have not been issued as of December 31, 2024,

as reflected on the consolidated statements of stockholders’ deficiency as common stock to be issued (see Note 14).

Stock Warrants

were issued to purchase shares of the Company’s common stock in connection with various financings,

all of which have expired.

of December 31, 2024, the Company had outstanding warrants to purchase 39,774 shares of common stock, all of which are currently exercisable.

These warrants were issued in connection with financing activities and have a weighted-average exercise price of $ 7.26 per share.

warrants are set to expire on October 20, 2025, resulting in a weighted-average remaining contractual life of approximately 0.80 years.

was no intrinsic value of exercisable but unexercised in-the-money financing warrants based on a fair market value of the Company’s

common stock of $ 1.34 per share on December 31, 2024.

Warrants – On October 26, 2020, the Company granted AllHipHop, LLC an aggregate of 5,682 warrants for shares of the Company’s

common stock with an exercise price of $ 14.30 (the “AllHipHop Warrants”).

The AllHipHop Warrants are exercisable for a period

of five years, subject to customary anti-dilution adjustments, and may be exercised on a cashless basis.

Warrants – On June 14, 2019, the Company issued 999,540 warrants to acquire the Company’s common stock to ABG (the “ABG

Warrants”) in connection with the Sports Illustrated Licensing Agreement, expiring in ten years .

The warrants provided time-based

vesting in equal monthly increments over a period of two years beginning on the one year anniversary of the date of issuance of the warrants,

of which 399,816 are vested as of December 31, 2024 (the “Time-Based Warrants”).

Further details are provided under the heading

ABG Warrants in Note 21, and performance based vesting based on the achievement of certain performance goals for the licensed brands

in calendar years 2020, 2021, 2022, or 2023 (the “Performance-Based Warrants”), of which 599,724 vested of December 31, 2024,

further details are provided under the heading ABG Warrants in Note 23 and in Note 29.

The warrants also provide that (1) under certain

circumstances the Company may require ABG to exercise all (and not less than all) of the warrants, in which case all of the warrants

will be vested;

(2) all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG or upon a change

of control of the Company;

and (3) ABG has the right to participate, on a pro-rata basis (including vested and unvested warrants, exercised

or unexercised), in any future equity issuance of the Company (subject to customary exceptions).

As of December 31, 2024, 399,816 Time-Based

Warrants and 599,724 Performance-Based Warrants are vested (further details are provided under the heading ABG Warrants in Note

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the ABG Warrants is provided

Partner Warrants – On May 20, 2020, the Board approved a third publisher partner warrant program, which superseded the second

publisher partner warrant program and authorized the Company to grant publisher partner warrants to purchase up to 90,910 shares of the

Company’s common stock (the “Publisher Partner Warrants”).

The issuance of the Publisher Partner Warrants is administered

by management and approved by the Board.

Publisher Partner Warrants – On November 2, 2022, the Board approved a warrant incentive program to grant warrants to certain

publishers (the “New Publisher Partner Warrants”), that authorized the Company to grant New Publisher Partner Warrants to

purchase up to 33,000 shares of the Company’s common stock.

The New Publisher Partner Warrants will have the following terms:

one-third will become exercisable and vest on the one-year anniversary of the issuance;

(ii) the remaining warrants will become exercisable

and vest in a series of twenty-four (24) successive equal monthly installments following the first anniversary of the issuance;

a five-year term.

The issuance of the New Publisher Partner Warrants is administered by management and approved by the Board.

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the New Publisher Partner Warrants

is provided in Note 21.

Common Stock Withheld – The Company recorded the repurchase of vested restricted common stock of 6,901 shares for the payment for taxes of $ 29 , and 330,982 shares for the payment for taxes of $ 534 , during the years ended December 31, 2025 and 2024, respectively, as reflected on the consolidated statements of stockholders’ deficiency.

Restricted Stock Awards

Unless otherwise stated, the fair value of a restricted stock award is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued.

The estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award (see Note 19) .

Common Stock to be Issued

In connection with a closing of a private placement on January 4, 2018, MDB, as the placement agent, was entitled to receive 2,701 shares of the Company’s common stock (subject to liquidated damages, see Note 14), which have not been issued as of December 31, 2025, as reflected on the consolidated statements of stockholders’ deficiency as common stock to be issued (see Note 14).

Common Stock Warrants

Warrants were issued to purchase shares of the Company’s common stock in connection with various financings, all of which have expired.

As of December 31, 2025, the Company had no outstanding warrants to purchase shares of common stock.

Warrants to purchase 39,774 shares of common stock that were outstanding as of December 31, 2024 (weighted-average exercise price of $ 7.26 per share) expired on October 20, 2025.

AllHipHop Warrants – On October 26, 2020, the Company granted AllHipHop, LLC an aggregate of 5,682 warrants exercisable for shares of the Company’s common stock with an exercise price of $ 14.30 (the “AllHipHop Warrants”).

The AllHipHop Warrants are exercisable for a period of five years , subject to customary anti-dilution adjustments.

The warrants expired in 2025 and were not outstanding as of December 31, 2025.

ABG Warrants – On June 14, 2019, the Company issued 999,540 warrants to acquire the Company’s common stock to ABG (the “ABG Warrants”) in connection with the Sports Illustrated Licensing Agreement, expiring in ten years .

During the year ended December 31, 2025, t he ABG Warrants were forfeited as part of the ABG settlement.

Stock–Based Compensation

Company issued stock-based compensation awards under several plans as follows:

Plan – On December 19, 2016, the Board adopted the 2016 Stock Incentive Plan (the

“2016 Plan”) that allowed the Company to grant restricted stock awards and statutory

and non-statutory common stock options to acquire shares of the Company’s common stock

to employees, directors and consultants, with vesting variable vesting provisions consisting

of time-based and performance-based.

The Company is no longer issuing awards under the 2016

Plan – On April 4, 2019, the Board adopted the 2019 Equity Incentive Plan (the

“2019 Plan”) that allowed awards of stock options, restricted stock awards, restricted

stock units, unrestricted stock awards, and stock appreciation rights, with variable vesting

provisions consisting of time-based, performance-based, or market-based.

The Company is no

longer issuing option awards under the 2019 Plan.

Options – The Company granted stock options outside the 2016 Plan and 2019 Plan

(the “Outside Options”) that allowed the Company to grant statutory and non-statutory

common stock options, with variable vesting provisions consisting time-based, performance-based

targets and certain performance achievements.

The Company issued stock-based compensation awards under several plans as follows:

• 2016 Plan – On December 19, 2016, the Board adopted the 2016 Stock Incentive Plan (the “2016 Plan”) that allowed the Company to grant restricted stock awards and statutory and non-statutory common stock options to acquire shares of the Company’s common stock to employees, directors and consultants, with vesting variable vesting provisions consisting of time-based and performance-based.

The Company is no longer issuing awards under the 2016 Plan.

• 2019 Plan – On April 4, 2019, the Board adopted the 2019 Equity Incentive Plan (the “2019 Plan”) that allowed awards of stock options, restricted stock awards, restricted stock units, unrestricted stock awards, and stock appreciation rights, with variable vesting provisions consisting of time-based, performance-based, or market-based.

The Company is no longer issuing option awards under the 2019 Plan.

• Outside Options – The Company granted stock options outside the 2016 Plan and 2019 Plan (the “Outside Options”) that allowed the Company to grant statutory and non-statutory common stock options, with variable vesting provisions consisting time-based, performance-based targets and certain performance achievements.

The Company is no longer issuing Outside Options.

Plan – On April 18, 2022, the Board adopted the 2022 Stock and Equity Compensation

Plan (the “2022 Plan”) that was approved by the Company’s stockholders

on June 2, 2022 with a maximum number of shares authorized to be issued under the plan of

The purpose of the 2022 Plan is to foster the growth and success of the Company

by providing a means to attract, motivate and retain officers, directors, key employees,

and consultants through awards of stock options, stock appreciation rights, restricted stock

awards, unrestricted stock awards and restricted stock units.

Shares subject to an award

that have been canceled, expired, settled in cash, or not issued or forfeited for any reason

will not reduce the aggregate number of shares that may be subject to or delivered under

the 2022 Plan and will be available for future awards granted under the 2022 Plan.

stock options issued under the 2022 Plan may have a term of up to ten years and may have

variable vesting provisions based on time and performance.

The issuance of awards under the

2022 Plan is administered by the Board or any committee of directors designated by the Board.

the years ended December 31, 2024 and 2023, the Company issued restricted stock units to various employees and members of the board subject

to continued service.

Upon vesting of the award, subject to certain conditions for release of the award, the Company issues the underlying

common stock of the Company.

fair value of a restricted stock unit was determined based on the number of shares granted and the quoted price of the Company’s

common stock on the date issued during the years ended December 31, 2024, and 2023.

summary of the restricted stock unit activity during the year ended December 31, 2024 is as follows:

Schedule of Restricted Stock Units Activity

Number of Shares

Weighted Average Grant-Date Fair

• 2022 Plan – On April 18, 2022, the Board adopted the 2022 Stock and Equity Compensation Plan (the “2022 Plan”) that was approved by the Company’s stockholders on June 2, 2022 with a maximum number of shares authorized to be issued under the plan of 1,800,000 .

The purpose of the 2022 Plan is to foster the growth and success of the Company by providing a means to attract, motivate and retain officers, directors, key employees, and consultants through awards of stock options, stock appreciation rights, restricted stock awards, unrestricted stock awards and restricted stock units.

Shares subject to an award that have been canceled, expired, settled in cash, or not issued or forfeited for any reason will not reduce the aggregate number of shares that may be subject

to or delivered under the 2022 Plan and will be available for future awards granted under the 2022 Plan.

Common stock options issued under the 2022 Plan may have a term of up to ten years and may have variable vesting provisions based on time and performance.

The issuance of awards under the 2022 Plan is administered by the Board or any committee of directors designated by the Board.

Restricted Stock Units

During the years ended December 31, 2025 and 2024, the Company issued restricted stock units to various employees and members of the board subject to continued service.

Upon vesting of the award, subject to certain conditions for release of the award, the Company issues the underlying common stock of the Company.

The fair value of a restricted stock unit was determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued during the years ended December 31, 2025 and 2024.

A summary of the restricted stock unit activity during the year ended December 31, 2025 is as follows:

Number of Shares Weighted Average Grant-Date Fair Value

Unvested Vested

Restricted stock units outstanding at January 1, 2025 15,557 7,499 $ 6.99

Granted 31,446 – 4.77

Vested ( 26,557 ) 26,557 6.50

Issuance of common stock for restricted stock units – ( 34,056 )

Cancelled ( 4,723 ) – 2.49

Restricted stock units outstanding at December 31, 2025 15,723 – 4.77

February 28, 2023 and June 30, 2023, the Company modified certain restricted stock units as a result of the resignation of two senior

executives, where 38,026 and 42,635 restricted stock units with time-based vesting that were unvested were vested, respectively, subject

to certain provisions, resulting in no incremental cost.

aggregate grant date fair value of restricted stock units that vested during the year ended December 31, 2024 was $ 1,507 .

Company’s policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of

new shares of its common stock upon conversion of a restricted stock unit to cover the tax obligations.

During the year ending December

31, 2025, the Company expects to repurchase approximately 6,000 shares of its common stock to cover the tax obligations upon the conversion

of restricted stock units that are expected to vest and be released during the period.

total intrinsic value of shares of the Company’s common stock issued for restricted stock units that were released during the years

ended December 31, 2024 and 2023 were $ 454 and $ 2,955 , respectively.

Stock Options

the years ended December 31, 2024 and 2023, the Company issued common stock options under the 2022 Plan, consisting of primarily of incentive

stock options with a term of up to ten years with time-based vesting provisions over three years.

fair value of common stock option awards granted during the years ended December 31, 2024 and 2023 was calculated using a Black-Scholes

options-pricing model for the time-based awards under the Up-list Scenario, after the Company’s common stock was listed on the

NYSE American.

The aggregate grant date fair value of restricted stock units that vested during the year ended December 31, 2025 was $ 173 .

The Company’s policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of new shares of its common stock upon conversion of a restricted stock unit to cover the tax obligations.

The total intrinsic value of shares of the Company’s common stock issued for restricted stock units that were released during the years ended December 31, 2025 and 2024 were $ 112 and $ 454 , respectively.

Common Stock Options

During the years ended December 31, 2025 and 2024, the Company issued common stock options under the 2022 Plan, consisting of primarily of incentive stock options with a term of up to ten years with time-based vesting provisions over three years .

The fair value of common stock option awards granted during the years ended December 31, 2025 and 2024 was calculated using a Black-Scholes options-pricing model.

The assumptions utilized are as follows:

Schedule of Fair Value of Stock Options Assumptions

Years Ended December 31,

Risk-free interest rate 3.98 % 3.85 % - 3.98 %

3.85 % - 3.98 %

3.46 % - 4.82 %

Expected dividend yield 0.00 % 0.00 %

Expected volatility 47.35 % 47.32 % - 47.35 %

47.32 % - 47.35 %

46.43 % - 47.27 %

Expected life

summary of the common stock option activity during the year ended December 31, 2024 is as follows:

Summary of Stock Option Activity

Expected life 6 years 6 years

A summary of the common stock option activity during the year ended December 31, 2025 is as follows:

Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years)

Common stock options outstanding at January 1, 2025 2,943,676 $ 10.03 2.98

( 2,129,646 )

Granted 400,000 1.48

Exercised ( 7,205 ) 2.92

Forfeited ( 72,565 ) 1.43

Expired ( 182,294 ) 10.73

Common stock options outstanding at December 31, 2025 3,081,612 8.94 3.17

2 unchanged sentences

Common stock options available for future grants at December 31, 2025 (1) 1,057,167

(1) Common stock available

for future issuance under the 2022 Plan represent 1,800,000 of authorized shares;

less 422,052 common stock options outstanding and 19,723

restricted stock units outstanding.

aggregate grant date fair value of common stock options granted during the years ended December 31, 2024 and 2023 was $ 4 and $ 610 , respectively.

The weighted-average grant-date fair value of common stock options granted during the years ended December 31, 2024 and 2023 were $ 0.18

and $ 2.21 , respectively.

total intrinsic value of common stock options exercised during the years ended December 31, 2024 and 2023 were $ 0 and $ 10 , respectively.

(1) Common stock available for future issuance under the 2022 Plan represent 1,800,000 of authorized shares;

less 727,110 common stock options outstanding and 15,723 restricted stock units outstanding.

The aggregate grant date fair value of common stock options granted during the years ended December 31, 2025 and 2024 was $ 300 and $ 4 , respectively.

The weighted-average grant-date fair value of common stock options granted during the years ended December 31, 2025 and 2024 were $ 0.75 and $ 0.18 , respectively.

The total intrinsic value of common stock options exercised during the years ended December 31, 2025 and 2024 were $ 24 and $ 0 , respectively.

The total fair value of common stock options vested during the years ended December 31, 2025 and 2024 were $ 72 and $ 2,412 , respectively.

unvested common stock options for which the vesting is expected based on achievement of a performance condition as of December 31, 2024

were 583,143 with a weighted average remaining contractual term of 4.28 years.

Company’s policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of

its common stock upon exercise of common stock options to cover the tax obligations and any cashless exercise.

of December 31, 2024, there was no intrinsic value of exercisable, in-the-money common stock option awards and no aggregate intrinsic

value of all outstanding, in-the-money options, including both exercisable and unvested options, based on the fair market value of the

Company’s common stock trading price at December 31, 2024 of $ 1.34 per share.

of Awards – On February 28, 2023, the Company modified certain equity awards as a result of the resignation of a senior executive

employee where 38,026 restricted stock units with time-based vesting that were unvested were vested and 21,117 options to purchase shares

of the Company’s common stock with time-based vesting that were unvested were vested, each subject to compliance with applicable

securities laws and certain other provisions.

In connection with the modification of these equity awards, the Company agreed to purchase

a total of 45,632 options to purchase shares of the Company’s common stock (including previously vested options to purchase shares

of the Company’s common stock of 24,515 ) as of the resignation date of the employee at a price of $ 10.29 per share, reduced by

the exercise price and required tax withholdings, subject to certain conditions.

The modification of the equity awards resulted in the

unamortized costs being recognized at the modification date.

The cash price of $ 10.29 per option less the strike price of $ 8.82 per option

resulted in incremental cost of $ 68 being recognized at the modification date.

The modification resulted in liability classification

of the equity awards, with $ 68 paid during the year ended December 31, 2024.

June 30, 2023, the Company modified certain equity awards upon the resignation of a senior executive employee pursuant to which unvested

restricted stock units for 42,635 shares of the Company’s common stock vested, and unvested options for 29,701 shares of the Company’s

common stock vested with the exercise period extended for the 10 -year contractual term of the options from the grant date of the award.

In connection with the termination, the unamortized costs of the awards of $ 773 was recognized at the termination date and $ 284 of incremental

cost was recognized as a result of the option award modification upon termination of the senior executive.

November 2, 2023, the Company modified options of former a senior executive officer for 450,560 shares of the Company’s common

stock, pursuant to which the exercise period would be extended for the 10 -year contractual term from the grant date of the award subject

to continued employment through the closing date of the Business Combination (see Note 24) (the “conditions”).

costs in connection with the modification was $ 380 , of which no cost was recognized at the modification date since the conditions were

not satisfied and the employment of the officer was terminated.

connection with the Licensing Agreement and issuance of the ABG Warrants to purchase up to 999,540 shares of the Company’s common

stock, the Company recorded the issuance of the warrants as stock-based compensation with the fair value of the warrants measured at

the time of issuance and expensed over the requisite service period.

summary of the ABG Warrant activity during the year ended December 31, 2024 is as follows:

Schedule of Warrants Activity

Number of Shares

Weighted Average

Weighted Average Remaining Contractual Life

Exercise Price

The unvested common stock options for which the vesting is expected based on achievement of a performance condition as of December 31, 2025 were with a weighted average remaining contractual term of 3.25 years.

The Company’s policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of its common stock upon exercise of common stock options to cover the tax obligations and any cashless exercise.

As of December 31, 2025, there was no intrinsic value of exercisable, in-the-money common stock option awards and no aggregate intrinsic value of all outstanding, in-the-money options, including both exercisable and unvested options, based on the fair market value of the Company’s common stock trading price at December 31, 2025 of $ 4.00 per share.

Modification of Awards – On February 28, 2023, the Company modified certain equity awards as a result of the resignation of a senior executive employee where 38,026 restricted stock units with time-based vesting that were unvested were vested and 21,117 options to purchase shares of the Company’s common stock with time-based vesting that were unvested were vested, each subject to compliance with applicable securities laws and certain other provisions.

In connection with the modification of these equity awards, the Company agreed to purchase a total of 45,632 options to purchase shares of the Company’s common stock (including previously vested options to purchase shares of the Company’s common stock of 24,515 ) as of the resignation date of the employee at a price of $ 10.29 per share, reduced by the exercise price and required tax withholdings, subject to certain conditions.

The modification of the equity awards resulted in the unamortized costs being recognized at the modification date.

The cash price of $ 10.29 per option less the strike price of $ 8.82 per option resulted in incremental cost of $ 68 being recognized at the modification date.

The modification resulted in liability classification of the equity awards, with $ 68 paid during the year ended December 31, 2024.

In connection with the Licensing Agreement and issuance of the ABG Warrants to purchase up to 999,540 shares of the Company’s common stock, the Company recorded the issuance of the warrants as stock-based compensation with the fair value of the warrants measured at the time of issuance and expensed over the requisite service period.

On April 29, 2025, the ABG Group Legal Matters were resolved through a confidential settlement with outstanding liabilities being released by all sides.

In connection with the settlement, all ABG Warrants were forfeited.

There were no ABG Warrants outstanding as of December 31, 2025 .

A summary of the ABG Warrant activity during the year ended December 31, 2025 is as follows:

Number of Shares Weighted Average

Exercise Price Weighted Average Remaining Contractual Life

Unvested Vested

ABG Warrants outstanding at January 1, 2025 – 999,540 $ 11.55 4.45

Forfeited – ( 999,540 ) – –

ABG Warrants outstanding at December 31, 2025 – – – –

was no intrinsic value of exercisable but unexercised in-the-money ABG Warrants as of December 31, 2024 based on a fair market value

of the Company’s common stock of $ 1.34 per share on December 31, 2024.

Information on the acceleration of the vesting of the ABG

Warrants is provided in Note 27.

Partner Warrants

Partner Warrants – Publisher Partner Warrants outstanding as of January 1, 2023, totaling 4,154 , expired during the year ended

December 31, 2023.

As of December 31, 2024 and 2023, there are no Publisher Partner Warrants outstanding.

summary of the Publisher Partner Warrants activity during the year ended December 31, 2024 is as follows:

Schedule of Warrants Activity

Publisher Partner Warrants

Publisher Partner Warrants – As of December 31, 2025, the Company had no Publisher Partner Warrants outstanding or exercisable.

As of December 31, 2024, the Company had 9,800 Publisher Partner Warrants outstanding.

During the year ended December 31, 2025, the Company cancelled these warrants in accordance with the terms of the applicable warrant agreements.

A summary of the Publisher Partner Warrants activity during the year ended December 31, 2025 is as follows:

Shares Weighted

Price Weighted

Publisher Partner Warrants outstanding at January 1, 2025 23,200 $ 6.91 4.15

Granted – – 0

Cancelled ( 23,200 )

Publisher Partner Warrants outstanding at December 31, 2025 – – 0

2 unchanged sentences

Publisher Partner Warrants available for future grants at December 31, 2025 –

was no intrinsic value of exercisable but unexercised in-the-money Publisher Partner Warrants since the fair market value of $ 1.34

per share of the Company’s common stock was lower than the exercise prices on December 31, 2024.

compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2024 and 2023 are summarized

Summary of Stock-based Compensation

There was no intrinsic value of exercisable but unexercised in-the-money Publisher Partner Warrants since the fair market value of $ 1.34 per share of the Company’s common stock was lower than the exercise prices on December 31, 2024.

Stock-Based Compensation

Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2025 and 2024 are summarized as follows:

Year Ended December 31, 2025

Restricted Stock

Restricted Stock Equity Plans Warrants Totals

Cost of revenue $ – $ 115 $ 5 $ 120

5 unchanged sentences

Year Ended December 31, 2024

Restricted Stock

Restricted Stock Equity

Plans Warrants Totals

Cost of revenue $ 119 $ 745 $ 13 $ 877

4 unchanged sentences

Total stock-based compensation $ 1,048 $ 1,623 $ 13 $ 2,684

compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2024 was as follows:

Schedule of Unrecognized Compensation Expense

Unrecognized compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2025 was as follows:

As of December 31, 2025

Restricted Stock

Unrecognized compensation expense

Weighted average period expected to be recognized (in years)

components of the (provision) benefit for income taxes consist of the following:

Schedule of Income Taxes

Restricted Stock Equity

Plans Warrants Totals

Unrecognized compensation cost $ 61 $ 247 $ 1 $ 309

Expected weighted-average period expected to be recognized (in years) 0.66 3.33 0.45 2.79

The following table summarizes income (loss) before income taxes and the income tax provision (benefit), by continuing and discontinued operations, and reconciles to net income (loss):

Years Ended December 31,

Current tax (provision) benefit:

Income (loss) before income taxes $ 125,378 $ ( 100,453 )

Income tax provision - continuing operations ( 520 ) ( 249 )

Income tax provision - discontinued operations – ( 8 )

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

The income (loss) before income taxes from continuing operations, by jurisdiction, consists of the following:

Years Ended December 31,

Income (loss) from continuing operations before income tax:

Federal $ 29,128 $ ( 7,418 )

Total $ 29,128 $ ( 7,418 )

The following table summarizes the components of income tax provision (benefit) from continuing operations, including current and deferred income taxes:

Years Ended December 31,

Current tax provision:

Federal $ 28 $ –

State and local 561 46

Total current tax (provision) benefit

Total Current tax provision

Deferred tax provision (benefit):

Federal $ ( 46 ) $ 55

State and local ( 23 ) 148

1 unchanged sentence

Total income tax provision (benefit):

components of deferred tax assets and liabilities were as follows:

Schedule of Components of Deferred Tax Assets and Liabilities

Federal $ ( 18 ) $ 55

State and local 538 194

Total income tax provision $ 520 $ 249

The income tax provision (benefit) for continuing operations on the statements of operations and comprehensive income (loss) differs from the amount computed by applying the statutory federal income tax rate to loss before the benefit for income taxes after the adoption of ASU 2023-09, as follows:

Year Ended December 31,

Amount Percent

federal statutory rate $ 6,118 21.0 %

State and local income taxes, net of federal (national) income tax effect (1) 420 1.4 %

Nontaxable or nondeductible items:

Stock-based compensation 1,607 5.5 %

Other 7 0.0 %

Changes in valuation allowance ( 7,526 ) - 25.8 %

Other reconciling items ( 106 ) - 0.4 %

Income tax provision and effective income tax rate $ 520 1.7 %

(1) In 2025, state taxes in California made up the majority of the state and local income taxes, net of federal effect category.

Year Ended December 31,

Amount Percent

Federal benefit expected at statutory rate $ ( 1,558 ) 21.0 %

State and local taxes, net of federal benefit ( 569 ) 7.7 %

Stock-based compensation 2,284 - 30.8 %

Unearned revenue ( 407 ) 5.5 %

Interest expense 36 - 0.5 %

Lease termination ( 407 ) 5.5 %

Other differences, net 198 - 2.7 %

Valuation allowance 672 - 9.1 %

Income tax provision and effective income tax rate $ 249 - 3.4 %

The components of deferred tax assets and liabilities were as follows:

As of December 31,

1 unchanged sentence

Net operating loss carryforwards $ 52,611 $ 57,207

Interest limitation carryforward

Interest expense limitation carryover 14,365 14,289

Tax credit carryforwards 264 264

Allowance for credit losses

Allowance for doubtful accounts 479 1,070

Accrued expenses and other 926 999

Termination fee liability – 13,743

Lease termination

Liquidated Damages 1,031 911

2 unchanged sentences

Operating lease liability 714 –

Depreciation and amortization

Deferred tax assets 73,514 106,073

5 unchanged sentences

Operating lease liability – ( 22 )

Right of Use Assets ( 587 ) –

Capitalized Development Costs ( 2,820 ) –

Total deferred tax liabilities ( 7,145 ) ( 3,269 )

Net deferred tax liabilities $ ( 733 ) $ ( 802 )

Company must make judgements as to the realization of deferred tax assets that are dependent upon a variety of factors, including the

generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies.

To the extent that the Company

believes that recovery is not likely, it must establish a valuation allowance.

A valuation allowance has been established for deferred

tax assets which the Company does not believe meet the “more likely than not” criteria.

The Company’s judgments regarding

future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors.

If the Company’s assumptions and consequently its estimates change in the future, the valuation allowances it has established may

be increased or decreased, resulting in a respective increase or decrease in income tax expense.

Based upon the Company’s historical

operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance primarily against its deferred

tax assets up to the deferred tax liabilities, except for deferred tax liabilities on indefinite lived intangible assets, as of December

31, 2024 and 2023.

of December 31, 2024, the Company had federal, state, and local net operating loss carryforwards available of $ 210,633 , $ 161,471 and

$ 59,138 respectively, to offset future taxable income.

Net operating losses for U.S.

federal tax purposes of $ 184,730 do not expire (limited

to 80% of taxable income in a given year) and $ 25,903 will expire, if not utilized, through 2037 in various amounts.

As of December 31,

2023, the Company had federal, state, and local net operating loss carryforwards available of $ 193,801 , $ 145,968 and $ 53,002 , respectively,

to offset future taxable income.

382 and 383 of the Internal Revenue Code imposes restrictions on the use of a corporation’s net operating losses, as well as certain

recognized built-in losses and other carryforwards, after an ownership change occurs.

A section 382 ownership change occurs if one or

more stockholders or groups of stockholders who own at least 5% of the Company’s common stock increase their ownership by more

than 50 percentage points over their lowest ownership percentage within a rolling three-year period.

Future issuances or sales of the

Company’s common stock (including certain transactions involving the Company’s common stock that are outside of the Company’s

control) could also result in an ownership change under section 382.

If an ownership change occurs, Section 382 would impose an annual

limit on the amount of pre-change net operating losses and other losses the Company can use to reduce its taxable income generally equal

to the product of the total value of the Company’s outstanding equity immediately prior to the ownership change (subject to certain

adjustments) and the long-term tax exempt interest rate for the month of the ownership change.

Company believes that it did have a change in control under these sections in connection with its recapitalization on November 4,

2016 and utilization of the carryforwards would be limited such that the majority of the carryforwards will never be available.

Accordingly, the Company has not recorded those net operating loss carryforwards and credit carryforwards in its deferred tax

The Company completed a section 382 analysis as of December 31, 2023 and December 31, 2024 and concluded it experienced an

ownership change as a result of certain equity transactions during the rolling three-year period of 2022 to 2024.

concluded that its federal net operating loss carryforwards, including any net operating loss carryforwards as a result of the

mergers during 2018 and 2019, resulted in annual limitations on the overall net operating loss carryforward and that an ownership

change, if any, would impose an annual limit on the net operating loss carryforwards and could cause federal income taxes (similar

provisions apply for state and local income taxes) to be paid earlier than otherwise would be paid if such limitations were not in

The federal, state, and local net operating loss carryforwards are stated net of any such anticipated limitations as of

December 31, 2024 and 2023.

provision (benefit) for income taxes on the statements of operations and comprehensive loss differs from the amount computed by applying

the statutory federal income tax rate to loss before the benefit for income taxes, as follows:

Schedule of Tax Benefit and Effective Income Tax

The following table summarizes activity related to the Company's valuation allowance:

Years Ended December 31,

Federal benefit expected at statutory rate

State and local taxes, net of federal benefit

Stock-based compensation

Unearned revenue

Interest expense

Lease termination

Other differences, net

Valuation allowance

Income tax provision (benefit) and effective income tax rate

Company recognizes the tax benefit from uncertain tax positions only if it is “more likely than not” that the tax positions

will be sustained on examination by the tax authorities, based on the technical merits of the position.

The tax benefit is measured based

on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

The Company recognizes interest

and penalties related to income tax matters in income tax expense.

The Company is also required to assess at each reporting date whether

it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next 12

Company did not recognize any uncertain tax position, or any accrued interest and penalties associated with uncertain tax positions for

the years ended December 31, 2024 and 2023.

Valuation allowance, beginning of year $ ( 103,606 ) $ ( 76,367 )

Income tax expense:

Decrease/ (increase) in valuation allowance 36,504 ( 27,239 )

Valuation allowance, end of year $ ( 67,102 ) $ ( 103,606 )

The Company must make judgments as to the realization of deferred tax assets that are dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies.

To the extent that the Company believes that recovery is not likely, it must establish a valuation allowance.

A valuation allowance has been established for deferred tax assets which the Company does not believe meet the “more likely than not” criteria.

The Company’s judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors.

If the Company’s assumptions and consequently its estimates change in the future, the valuation allowances it has established may be increased or decreased, resulting in a respective increase or decrease in income tax expense.

Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has recorded a valuation allowance primarily against its deferred tax assets up to the deferred tax liabilities, except for deferred tax liabilities on indefinite lived intangible assets, as of December 31, 2025 and 2024.

Certain deferred tax liabilities related to indefinite-lived intangible assets are considered a source of future taxable income for certain deferred tax assets with indefinite carryforward periods and therefore reduce the amount of deferred tax assets requiring a valuation allowance.

As of December 31, 2025, the Company had federal, state, and local net operating loss carryforwards available of $ 193,532 , $ 143,193 and $ 46,044 respectively, to offset future taxable income.

Net operating losses for U.S.

federal tax purposes of $ 184,048 do not expire (limited to 80% of taxable income in a given year) and $ 9,484 will expire, if not utilized, through 2037 in various amounts.

As of December 31, 2024, the Company had federal, state, and local net operating loss carryforwards available of $ 210,633 , $ 161,471 and $ 59,138 , respectively, to offset future taxable income.

Sections 382 and 383 of the Internal Revenue Code imposes restrictions on the use of a corporation’s net operating losses, as well as certain recognized built-in losses and other carryforwards, after an ownership change occurs.

A section 382 ownership change occurs if one or more stockholders or groups of stockholders who own at least 5% of the Company’s common stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period.

Future issuances or sales of the Company’s common stock (including certain transactions involving the Company’s common stock that are outside of the Company’s control) could also result in an ownership change under section 382.

If an ownership change occurs, Section 382 would impose an annual limit on the amount of pre-change net operating losses and other losses the Company can use to reduce its taxable income generally equal to the product of the total value of the Company’s outstanding equity immediately prior to the ownership change (subject to certain adjustments) and the long-term tax exempt interest rate for the month of the ownership change.

The Company’s ability to utilize certain net operating loss and tax credit carryforwards is subject to limitations under Section 382 of the Internal Revenue Code as a result of prior equity transactions.

These limitations restrict the amount of carryforwards that may be utilized in future periods, and management expects that a portion will not be realized.

Accordingly, deferred tax assets related to these carryforwards have not been recorded or are recorded net of anticipated limitations.

The Company’s conclusions regarding the realizability of deferred tax assets consider these limitations, among other factors.

The federal, state, and local net operating loss carryforwards are stated net of any such anticipated limitations as of December 31, 2025 and 2024.

In addition, the Company evaluated the impact of Public Law 119-21, commonly referred to as One Big Beautiful Bill Act, on its income tax provision and determined that it did not have a material impact for the year ended December 31, 2025.

The Company did not recognize any uncertain tax position, or any accrued interest and penalties associated with uncertain tax positions for the years ended December 31, 2025 and 2024.

The Company files tax returns in the U.S.

federal jurisdiction and New York, California,

and other states.

The Company is generally subject to examination by income tax authorities for three years from the filing of a tax

return, therefore, the federal and certain state returns from 2018 forward and the California returns from 2017 forward are subject to

The Company currently is under examination by a state tax authority.

federal jurisdiction and New York, California, and other states.

The Company is generally subject to examination by income tax authorities for three years from the filing of a tax return, therefore, the federal and certain state returns from 2021 forward and the California returns from 2020 forward are subject to examination.

Income taxes paid consist of:

Year Ended December 31,

Federal $ 110

State and local:

California 524

Total taxes paid $ 862

Employee Benefit Plans

Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject

to limitations.

The plan allows for discretionary matching contributions by the Company, up to 4% of eligible annual compensation made

by participants of the plan.

The Company contributions to the plan were $ 1,295 and $ 2,125 for the years ended December 31, 2024 and 2023,

respectively.

The Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject to limitations.

The plan allows for discretionary matching contributions by the Company, up to 4 % of eligible annual compensation made by participants of the plan.

The Company contributions to the plan were $ 911 and $ 1,295 for the years ended December 31, 2025 and 2024, respectively.

Related Party Transactions

Documents – On January 5, 2024, as part of negotiations with Renew Group Private Limited (“Renew”), an affiliated

entity of Simplify Inventions, LLC (“Simplify”), in connection with the Company’s failure on December 29, 2023 to make

the interest payment due on the Loan Documents, dated December 15, 2022 held by Renew in the amount of $ 2,797 , that resulted in an event

of default under the Loan Documents, Renew agreed in writing to a forbearance period through March 29, 2024 (subsequently extended to

September 30, 2024), that was originally subject to the Company retaining a chief restructuring officer acceptable to Renew, while reserving

its rights and remedies.

In connection with the forbearance, the Company had an engagement with FTI Consulting Inc., a global business

advisory firm (“FTI”) from January 5, 2024 through April 26, 2024, to assist the Company with its turnaround plans and forge

an expedited path to sustainable positive cash flow and earnings to create shareholder value (the “FTI Engagement”).

In connection

with the FTI Engagement, Jason Frankl, a senior managing director of FTI, was appointed as the Company’s Chief Business Transformation

Principal Stockholders

Loan Documents – On January 5, 2024, as part of negotiations with Renew, an affiliated entity of Simplify Inventions, LLC (“Simplify”), in connection with the Company’s failure on December 29, 2023 to make the interest payment due on the Loan Documents, dated December 15, 2022 held by Renew in the amount of $ 2,797 , that resulted in an event of default under the Loan Documents, Renew agreed in writing to a forbearance period through March 29, 2024 (subsequently extended to September 30, 2024), that was originally subject to the Company retaining a chief restructuring officer acceptable to Renew, while reserving its rights and remedies.

In connection with the forbearance, the Company had an engagement with FTI Consulting Inc., a global business advisory firm (“FTI”) from January 5, 2024 through April 26, 2024, to assist the Company with its turnaround plans and forge an expedited path to sustainable positive cash flow and earnings to create shareholder value (the “FTI Engagement”).

In connection with the FTI Engagement, Jason Frankl, a senior managing director of FTI, was appointed as the Company’s Chief Business Transformation Officer.

He was later appointed as the interim Co-President.

Upon completion of their work under the FTI Engagement satisfactory to Renew

and the Company, the FTI Engagement was terminated as of April 26, 2024 and Mr.

Frankl resigned as Co-President and Chief Business Transformation

July 12, 2024, as described above, the Company entered into Amendment No.

3, pursuant to which interest that was, or will be, due on

December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024 was due on or before December 31, 2024, as well as the interest

otherwise due on December 31, 2024 (all of which was paid before December 31, 2024).

The deferral was contingent on, among other things,

no events of default occurring under the Loan Documents during the deferral period.

On November 6, 2024, the Company received a letter

from Renew confirming the Company is not currently in default under the Loan Documents due to the cure of the default identified in the

forbearance letter (see Note 18).

As of December 31, 2024, the outstanding principal on the Loan Documents was $ 110,691 .

the year ended December 31, 2024, the Company had certain transactions with Renew, where it paid interest totaling $ 14,048 under the

Loan Documents, (of which $ 2,797 was accrued as of December 31, 2023 and $ 11,251 represents the current interest expense).

Loan Exchange for Common Stock – On August 19, 2024, in connection with the Common Stock Purchase Agreement, $ 15,000 of outstanding

indebtedness under the Simplify Loan was exchanged for 17,797,817 shares of the Company’s common stock.

Loan – For the year ended December 31, 2024, the Company had certain transactions with Simplify, where it incurred interest

expense totaling $ 585 , under the Simplify Loan.

Revenue – For the year ended December 31, 2024, the Company recognized digital advertising revenue from transactions with Living

Essentials, LLC (“Living Essentials”), an affiliated entity of Simplify, totaling $ 5,120 .

The outstanding accounts receivable

due from Living Essentials was $ 3,465 as of December 31, 2024.

Stock Private Placement – As a result of the issuance of the Private Placement Shares to Simplify, Simplify owns approximately

54.3 % (subsequently increased to 71.4 % in connection with the Common Stock Purchase Agreement) of the outstanding shares of the Company’s

common stock, resulting in a change in control.

As a result, Simplify has the ability to determine the outcome of any issue submitted

to the Company’s stockholders for approval, including the election of directors.

Prior to the consummation of the Private Placement,

the Company’s public stockholders held a majority of the outstanding shares of the Company’s common stock.

Combination – Effective August 19, 2024, the Business Combination Agreement, dated November 5, 2023, as amended (the

“Business Combination Agreement”), among the Company, Simplify, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy

Merger Sub I, LLC and Energy Merger Sub II, LLC was terminated by mutual agreement.

The Company incurred no penalties as a result of

the early termination of the Business Combination Agreement.

Principal Stockholder

Purchase Agreement – The Company had an outstanding obligation with BRF Finance Co., LLC (“BRF”), an affiliated

Riley Financial, Inc.

Riley”), in its capacity as agent for the purchasers and as purchaser, pursuant to

the Third Amended and Restated Notes (the “Note Purchase Agreement”) entered into on December 15, 2022, that was further

amended pursuant to a first amendment to the third amended and restated note purchase agreement on August 14, 2023 (the “First

Amendment” as further described below), where it amended the second amended and restated note purchase agreement issued on January

23, 2022.The Note Purchase Agreement contains provisions related to the 2022 Bridge Notes, 2023 Notes, Senior Secured Notes, and Delayed

Draw Term Notes, all as further described below and referred to together as the “Notes”.

Under the terms of the Note Purchase

Agreement and First Amendment, in the event there is a mandatory prepayment requirement (as further described below), the principal payment

of the notes will be applied to:

(1) the 2023 Notes until paid in full;

(2) then to the 2022 Bridge Notes until paid in full;

to the Delayed Draw Terms Notes until paid in full;

and (4) then to the Senior Secured Notes.

All borrowings under the Notes are collateralized

by substantially all assets of the Company secured by liens and guaranteed by the Company’s subsidiaries.

The Notes provide for

a default interest rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration

of the Notes under certain conditions.

The Notes provided for certain affirmative covenants, including certain financial reporting obligations.

On December 1, 2023, Renew purchased all of the notes held by B.

Riley and assumed the role of agent under the Note Purchase Agreement,

and also purchased all of the common stock held by B.

the year ended December 31, 2023, the Company paid in cash interest of $ 9,068 on the Notes, due to BRF.

Direct Offering – On March 31, 2023, in connection with the registered direct offering, the Company entered into common

stock purchase agreements for 1,009,021 shares of the Company’s common stock for a total of $ 3,915 in gross proceeds with B.

at a price per share of $ 3.88 per share.

Direct Offering – On March 31, 2023, in connection with the registered direct offering, the Company entered into common stock

purchase agreements for 317,518 shares of the Company’s common stock for a total of $ 1,232 in gross proceeds with certain directors

and affiliates, at a price of $ 3.88 per share, as follows:

(i) 64,000 shares for $ 248 to H.

Hunt Allred, a director, through certain

trusts ( 32,000 shares are directly beneficially owned by the Allred 2002 Trust - HHA and 32,000 shares are directly beneficially owned

by the by Allred 2002 Trust - NLA);

(ii) 195,529 shares for $ 759 to 180 Degree Capital Corp, a former beneficial holder of more than

5 % of the Company’s common stock;

(iii) 25,773 shares for $ 100 to Daniel Shribman, a former director;

(iv) 25,773 shares for $ 100

to Ross Levinsohn, a former director and the Company’s former Chief Executive Officer;

and (v) 6,443 shares for $ 25 to Paul Edmonson,

the Company’s Chief Executive Officer.

Upon completion of their work under the FTI Engagement satisfactory to Renew and the Company, the FTI Engagement was terminated as of April 26, 2024 and Mr.

Frankl resigned as Co-President and Chief Business Transformation Officer.

On July 12, 2024, as described above, the Company entered into Amendment No.

3, pursuant to which interest that was, or will be, due on December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024 was due on or before December 31, 2024, as well as the interest otherwise due on December 31, 2024 (all of which was paid before December 31, 2024).

The deferral was contingent on, among other things, no events of default occurring under the Loan Documents during the deferral period.

On November 6, 2024, the Company received a letter from Renew confirming the Company is not currently in default under the Loan Documents due to the cure of the default identified in the forbearance letter (see Note 17).

The Company's Term Debt (see Note 17 , Term Debt) is with Renew.

Simplify Loan Exchange for Common Stock – On August 19, 2024, in connection with the Common Stock Purchase Agreement, $ 15,000 of outstanding indebtedness under the Simplify Loan was exchanged for 17,797,817 shares of the Company’s common stock.

Simplify Revenue – For the years ended December 31, 2025 and 2024 , the Company recognized digital advertising revenue from transactions with Living Essentials, LLC (“Living Essentials”), an affiliated entity of Simplify, totaling $ 3,069 and $ 5,120 , respectively.

The outstanding accounts receivable due from Living Essentials was $ 193 and $ 3,465 as of December 31, 2025 and 2024, respectively.

Simplify Expenses – Agency 5, LLC (“Agency 5”) is an affiliated entity of Simplify and is considered a related party.

For the year ended December 31, 2025, the Company entered into transactions with Agency 5.

and recorded a reduction of

expenses of $ 140 related to these transactions.

Accounts receivable due from Agency 5 was $ 70 as of December 31, 2025.

There were no related-party transactions with Agency 5 during the year ended December 31, 2024, and no amounts due to or from Agency 5 as of December 31, 2024.

Common Stock Private Placement – As a result of the issuance of the Private Placement Shares to Simplify, as of December 31, 2025, and based on the Schedule 13D/A filed with the SEC on December 27, 2024, Simplify owns approximately 71.15 % of the outstanding shares of the Company’s common stock.

As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company’s stockholders for approval, including the election of directors.

Prior to the consummation of the Private Placement, the Company’s public stockholders held a majority of the outstanding shares of the Company’s common stock.

Business Combination – Effective August 19, 2024, the Business Combination Agreement, dated November 5, 2023, as amended (the “Business Combination Agreement”), among the Company, Simplify, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, LLC was terminated by mutual agreement.

The Company incurred no penalties as a result of the early termination of the Business Combination Agreement.

Asset Acquisitions – The acquisitions of TravelHost and ShopHQ are described in Note 4 , Acquisitions and Dispositions.

The acquisitions were related party transactions.

TravelHost was acquired from Simplify and also included an assignment of certain contracts from Bridge Media Networks, LLC, an affiliate of Simplify.

ShopHQ is an affiliate of the Company under common control of Simplify.

Commitments and Contingencies

and Litigation – From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business.

Claims and Litigation – From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business.

The outcome of any litigation is inherently uncertain.

Based on the Company’s current knowledge it believes that the final outcome

of the matters discussed below will not likely, individually or in the aggregate, have a material adverse effect on its business, financial

position, results of operations or cash flows;

however, in light of the uncertainties involved in such matters, there can be no assurance

that the outcome of each case or the costs of litigation, regardless of outcome, will not have a material adverse effect on the Company’s

January 30, 2024, the former President, Media filed an action against the Company and Manoj Bhargava, the former interim CEO and a

principal stockholder, alleging claims for breach of contract, failure to pay wages and defamation, among other things, in the

United States District Court of the Southern District of New York, seeking damages in an unspecified amount.

On November 15, 2024,

the Company has executed a confidential settlement agreement with the former President, Media which fully resolved the matter to the

satisfaction of the parties to the litigation.

March 21, 2024, the former CEO and Chairman of the board of directors filed an action against the Company, members of its board of

directors and Simplify, alleging claims for retaliation, breach of contract, wrongful termination and age discrimination, among

other things, in the Superior Court of the State of California seeking damages in an amount of $ 20,000 .

Based on the Company’s current knowledge it believes that the final outcome of the matters discussed below will not likely, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows;

however, in light of the uncertainties involved in such matters, there can be no assurance that the outcome of each case or the costs of litigation, regardless of outcome, will not have a material adverse effect on the Company’s business.

On January 30, 2024, the former President, Media filed an action against the Company and Manoj Bhargava, the former interim CEO and a principal stockholder, alleging claims for breach of contract, failure to pay wages and defamation, among other things, in the United States District Court of the Southern District of New York, seeking damages in an unspecified amount.

On November 15, 2024, the Company has executed a confidential settlement agreement with the former President, Media which fully resolved the matter to the satisfaction of the parties to the litigation.

On March 21, 2024, the former CEO and Chairman of the board of directors filed an action against the Company, members of its board of directors and Simplify, alleging claims for retaliation, breach of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking damages in an amount of $ 20,000 .

The Company and board member Carlo Zola filed a Cross Complaint and Answer on June 20, 2024.

Apart from Mr.

Zola, the remaining individual

board member defendants successfully filed a Motion to Quash Service of Summons based on lack of jurisdiction, and they have been dismissed

from the case.

Zola, the remaining individual board member defendants successfully filed a Motion to Quash Service of Summons based on lack of jurisdiction, and they have been dismissed from the case.

Simplify was also dismissed from the case.

On September 13, 2024, the former CEO and Chairman filed an Answer to the Company’s Cross Complaint.

On April 8, 2025, the former CEO and

Chairman, the Company, and Mr.

Zola filed a Stipulation to allow the former CEO and Chairman to file a First Amended Complaint,

which adds a new cause of action for alleged breach of contract based upon the Company’s refusal to advance certain

attorneys’ fees to him.

The Court has not yet approved the filing of the First Amended Complaint, and the Company will

respond to the First Amended Complaint in due course.

The Company intends

to vigorously defend itself against the allegations made in this lawsuit.

Group Legal Matters

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 $ 48,750 (the alleged and disputed $ 3,750 royalty fee liability and $ 45,000 termination fee liability as reflected in

current liabilities from discontinued operations).

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.

On May 15, 2025, the former CEO and Chairman of the Company’s Board of Directors filed 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.

On May 28, 2025, the Company filed an Answer to the First Amended Complaint.

The Company intends to vigorously defend itself against the allegations made in this lawsuit.

ABG Group Legal Matters

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 $ 48,750 (the alleged and disputed $ 3,750 royalty fee liability and $ 45,000 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 (“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.

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

On March 4, 2025, ABG Group filed a Second Amended Complaint adding allegations and additional claims against Mr.

The allegations and claims asserted against the Company remained substantially the same as those in ABG Group’s original complaint filed April 1, 2024.

On August 30, 2024, each of ABG, Minute Media, and Mr.

Bhargava filed respective motions to dismiss, which motions were fully briefed as of November 1, 2024.

The motions remain pending

Bhargava’s motion needing to be restated and briefed after the subsequent filing of the Second Amended Complaint.

intends to vigorously defend itself against the allegations made in this lawsuit.

On April 29, 2025, all outstanding legal matters with the ABG Group and Minute Media were resolved through a confidential settlement.

As a result, the Company has released the previously accrued liability related to the ABG Group dispute, with no further obligations remaining under the terminated licensing agreement.

The ABG Warrants were also forfeited as part of the settlement.

The impact of the settlement is reflected in the consolidated financial statements for the year ended December 31, 2025.

Segment Reporting

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.

Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.

Company’s CODM was newly appointed to the role in 2024 and began reviewing segment gross profit by vertical when evaluating

performance and making resource allocation decisions rather than focusing on consolidated company net income, which resulted in a

change to reportable segments.

The prior period presented has been re-cast to reflect this change.

This segment profit measure is

defined as segment revenue less segment cost of revenue, consisting of costs and expenses directly attributable to the segment.

Company now has four reportable segments:

Sports & Leisure, Finance, Lifestyle, and Platform.

The Company’s

reportable segments are organized in subject matter verticals that offer content on the respective topic.

of the reportable segments derives its revenue from digital advertising, digital subscriptions, performance marketing, publisher revenue,

and licensing and publisher revenues as described above in Note 2.

following tables summarize key financial information by segment:

Schedule of Financial Information by Segment

Sports & Leisure

The Company leverages its Platform to build content verticals powered by anchor brands.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.

The Company’s reportable segments are organized in the subject matter verticals that offer content on the respective topics by brand.

The Company has four reportable segments:

Sports & Leisure, Finance, Lifestyle, and Platform & Other.

Segment profit measure is segment gross profit defined as segment revenue less segment cost of revenue, consisting of costs and expenses directly attributable to the segment.

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.

Each of the reportable segments derives its revenue from digital advertising, digital subscriptions, performance marketing, publisher revenue, and licensing and publisher revenues as described above in Note 2.

The following tables summarize key financial information by segment:

For the Year Ended December 31, 2025

Sports & Leisure

Sports & Leisure Finance Lifestyle Platform & Other Total

Digital advertising $ 32,156 $ 21,740 $ 25,154 $ 7,894

5 unchanged sentences

Print revenue 211 9 801 –

Total revenue 47,321 38,250 37,996 11,261 $ 134,828

External Cost of Content 7,882 3,860 4,740 6,338

4 unchanged sentences

Segment gross profit $ 29,269 $ 24,990 $ 22,606 $ 2,561 79,426

Reconciliation of Segment Gross Profit to Net Income (Loss) Before Income Taxes:

Reconciliation of Segment Gross Profit to Income Before Income Taxes:

Unallocated cost of revenue amounts:

6 unchanged sentences

Interest expense, net 11,358

Loss on impairment of assets

Change in valuation of contingent consideration

Liquidated damages 305

Net income (loss) before income taxes

(1) The significant

expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Sports & Leisure

Total unallocated costs 50,298

Income before income taxes $ 29,128

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) Other segment items are primarily comprised of inventory procurement and shipping fulfillment costs.

For the Year Ended December 31, 2024

Sports & Leisure

Sports & Leisure Finance Lifestyle Platform & Other Total

Digital advertising $ 42,645 $ 14,475 $ 24,813 $ 11,075

5 unchanged sentences

Print revenue 706 – 367 –

Total revenue 50,831 27,734 31,483 15,859 $ 125,907

External Cost of Content 11,255 163 758 8,072

4 unchanged sentences

Segment gross profit $ 24,392 $ 18,348 $ 20,353 $ 6,390 69,483

Reconciliation of Segment Gross Profit to Net Income (Loss) Before Income Taxes:

Unallocated cost of revenue amounts:

Reconciliation of Segment Gross Profit to Income (Loss) Before Income Taxes:

Less unallocated cost of revenue amounts:

Internal cost of content 2,021

8 unchanged sentences

Liquidated damages 306

Loss on sale assets

Net income (loss) before income taxes

(1) The significant

expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Company’s long-lived assets, consisting of property and equipment, and operating leases, are located in the United States.

information is provided to the CODM.

Subsequent Events

Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC.

Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts

or disclosures on the consolidated financial statements.

and Appointments

February 12, 2025, the Board of Directors (the “Board”) of The Arena Group Holdings Inc.

(the “Company”) terminated

the employment of Sara Silverstein, the Company’s Chief Executive Officer effective immediately.

On the same day, the Board appointed

Paul Edmondson, former President, Platform, as interim Chief Executive Officer.

On March 3, 2025, the Board approved Mr.

full Chief Executive Officer of the Company.

Total unallocated costs 76,901

Loss before income taxes $ ( 7,418 )

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) Other segment items primarily consist of sponsored content costs.

The Company’s long-lived assets, consisting of property and equipment, and operating leases, are located in the United States.

No asset information is provided to the CODM.

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 9A. Controls and Procedures