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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-01 · 1855 added, 1847 removed, 1102 unchanged (77% of the section changed)

10 unchanged sentences

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 Chief Financial Officer, of the effectiveness of the design and operation of

our disclosure controls and procedures as of December 31, 2023.

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 Chief 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.

Remediation of the Previously Reported Material

Weaknesses in Internal Control Over Financial Reporting

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.

As reported in Part

II, Item 9A to our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023, we did not maintain

effective internal control over financial reporting because of the material weaknesses described below.

Specifically, in preparing our

financial statements for the year ended December 31, 2022, we identified the following control deficiencies that constituted

material weaknesses in our internal control over financial reporting as of December 31, 2022:

(i) we had inadequate segregation of

duties consistent with control objectives related to our information technology general controls (“ITGCs”), specifically

as it relates to change management;

and (ii) there was insufficient validation of non-Google impression data provided by certain

third party service providers.

material weaknesses were remedied in fiscal 2023 by (i) implementing new permissions and approval requirements in our change

management process in our systems previously identified with inadequate segregation of duties and (ii) obtaining, reviewing, and

mapping a System and Organization Controls – SOC 1 Type 2 report from third party service providers for the effectiveness of

third party controls relevant to our internal control over financial reporting, including validation of impression data, and

implementing compensating management controls to further validate non-Google impressions data provided by certain third party

service providers.

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 Rule 13a-15(f)

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).

3 unchanged sentences

generally accepted accounting principles.

Our management assessed 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”).

Our system of internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

Based on the above evaluation, our management concluded that our internal control over

financial reporting was effective as of December 31, 2023.

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

control over financial reporting.

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

1 unchanged sentence

in Internal Control over Financial Reporting

Except as described above under “Remediation of the 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 quarter ended December 31, 2023 that have materially affected, or are reasonably likely

to materially affect, our 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

14 unchanged sentences

Other Information

December 29, 2023, we failed to make the interest payment due pursuant to the Third A&R NPA (as defined in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Senior Secured

Notes”) in the amount of approximately $2.8 million, resulting in an event of default under the Arena Notes.

On January 5, 2024,

we entered into a forbearance agreement (the “Forbearance Agreement”) with Renew Group Private Limited, the lender under

the Third A&R NPA, pursuant to which Renew agreed to a forbearance period through March 29, 2024, while reserving its rights and

On March 27, 2024, the forbearance period was extended through the earlier of the following:

(a) April 30, 2024;

(b) the occurrence

of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing.

The outstanding principal

on the Arena Notes was approximately $110.7 million as of December 31, 2023 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

17 unchanged sentences

Index to Consolidated Financial Statements .

Our consolidated financial statements and the Report of Marcum LLP, Independent Registered

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

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

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

Financial Statement Schedules .

Schedule II – Valuation and Qualifying Accounts for the Years Ended December 31, 2023 and

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Second Amended and Restated Bylaws, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed on October 13, 2021.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

333-48040) on September 23, 1996.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Form of Bridge Notes.

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.

which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022.

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.

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.

Description of Securities.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Equity Incentive Plan, which was filed as Exhibit 10.142 to our Annual Report on Form 10-K on April 9, 2021.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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.

Forbearance Letter between

the Company and Renew Group Private Limited dated as of March 27 ,

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.

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.

Pledge and Security Agreement among The Arena Group Holdings, Inc., certain subsidiaries of The Arena Group Holdings, Inc.

and Simplify Inventions, LLC dated March 13, 2024, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 20, 2024.

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

Subsidiaries of the Arena Group Holdings, Inc.

Consent of K PMG LLP, independent registered accounting firm.

Consent of Marcum LLP, independent registered accounting firm

Power of Attorney (included in the signature pages hereto)

of Attorney (included in the signature pages hereto)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

Certification of Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

Clawback Policy of Arena Group Holdings, Inc .

Certification of Principal Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

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.

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Report on Form 10-K

of Qualifying Accounts

of Qualifying Accounts from Continuing Operations

Ended December 31, 2024 and 2023

in thousands)

Allowance for doubtful accounts receivable

at Beginning of Year

to Costs and Expenses

from Reserves

at End of Year

Allowance for doubtful accounts

Valuation allowances for deferred tax assets

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April 15, 2025

CAVITT RANDALL

PAUL EDMONDSON

Executive Officer

Executive Officer)

GEOFFREY WAIT

Financial Officer)

Financial and Accounting Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Cavitt Randall and Douglas B.

Smith, 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,

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

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following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated.

CAVITT RANDALL

Executive Officer and Chairman of the Board

PAUL EDMONDSON

Executive Officer

Executive Officer)

April 15, 2025

GEOFFREY WAIT

Financial Officer

Financial and Accounting Officer)

April 15, 2025

CAVITT RANDALL

April 15, 2025

CHRISTOPHER PETZEL

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

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

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.

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

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on the Financial Statements

have audited the accompanying consolidated balance sheets of The Arena Group Holdings, Inc.

and Subsidiaries (the “Company”)

as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ deficiency and cash flows for

each of the two years in the period ended December 31, 2023, 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 2022, and the results of its operations and its cash flows for each of the two years in the period

ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

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.

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

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Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

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.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

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.

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

As part of our audits 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.

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.

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 audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our 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.

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

Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

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 since 2019.

April 1, 2024

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.

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BALANCE SHEETS

As of December 31,

($ in thousands, except share data)

of December 31,

($ in thousands,

except share data)

Current assets:

Cash and cash equivalents

Restricted cash

Cash and cash

Accounts receivable, net

Subscription acquisition costs, current portion

Prepayments and other current assets

Prepayments and other current

Current assets from discontinued

Total current assets

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Platform development, net

Subscription acquisition costs, net of current portion

Acquired and other intangible assets, net

Other long-term assets

Liabilities, mezzanine equity and stockholders’ deficiency

Noncurrent assets from

discontinued operations

Liabilities, mezzanine equity

and stockholders’ deficiency

Current liabilities:

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Liquidated damages payable

Current liabilities from

discontinued operations

Total current liabilities

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Operating lease liability, net of current portion

Liquidating damages payable, net of current portion

Other long-term liabilities

Deferred tax liabilities

Simplify loan

Noncurrent liabilities

from discontinued operations

Total liabilities

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Mezzanine equity:

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

aggregate liquidation value:

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 shares issued and outstanding:

common shares issuable upon conversion:

8,582 at December 31, 2023 and 2022

Series H convertible preferred stock, $ 0.01 par value, $ 1,000 per share liquidation value and 23,000 shares designated;

aggregate liquidation value:

$ 0 and $ 14,356 ;

Series H shares issued and outstanding:

none and 14,356 ;

common shares issuable upon conversion:

none and 1,981,128 at December 31, 2023 and 2022, respectively

8,582 at December 31,

2024 and December 31, 2023

Total mezzanine equity

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

Common stock to be issued

Additional paid-in capital

Accumulated deficit

Total stockholders’ deficiency

Total liabilities, mezzanine equity and stockholders’ deficiency

Total stockholders’

Total liabilities, mezzanine

equity and stockholders’ deficiency

accompanying notes to consolidated financial statements.

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AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

Years Ended December 31,

($ in thousands, except share data)

Cost of revenue (includes amortization for developed technology and platform development for 2023 and 2022 of $ 8,782 and $ 9,459 , respectively)

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)

Operating expenses

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Total operating expenses

Loss from operations

Income (loss) from operations

Other expenses

Change in valuation of contingent consideration

Change in valuation of

contingent consideration

Interest expense, net

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Loss before income taxes

Income tax (provision) benefit

Income tax provision

Loss from continuing operations

Loss from discontinued operations, net of tax

Loss from discontinued

operations, net of tax

$ ( 100,710 )

Basic and diluted net loss per common share:

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Discontinued operations

Basic and diluted net loss per common share

Weighted average number of common shares outstanding – basic and diluted

Basic and diluted net

loss per common share

Weighted average number

of common shares outstanding – basic and diluted

accompanying notes to consolidated financial statements

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in thousands, except share data)

at January 1, 2023

Balance at January 1, 2024

$ ( 378,653 )

of common stock in connection with registered direct offering

of common stock upon conversion of series H convertible preferred stock

of common stock in connection with the acquisition of Fexy Studios

of common stock in connection with settlement of liquidated damages

upon issuance of common stock in connection with settlement of liquidated damages

of common stock for restricted stock units

stock withheld for taxes

of common stock upon exercise of stock options

of common stock in connection with acquisition

Reclassification

to liability upon modification of common stock option

upon forgiveness of liquidated damages with principal stockholder

at December 31, 2023

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

Common stock withheld for taxes

Repurchase of common stock for Fexy put option

Stock-based compensation

Balance at December

$ ( 479,363 )

$ ( 130,328 )

ARENA GROUP HOLDINGS, INC.

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Stockholders’

in thousands, except share data)

at January 1, 2022

($ in thousands,

except share data)

Balance at January 1, 2023

$ ( 323,071 )

of common stock upon conversion of series H preferred stock

of stock in connection with acquisitions

of stock in connection with the merger of Say Media

of common stock in connection with professional services

of common stock in connection with settlement of liquidated damages

upon issuance of common stock in connection with settlement of liquidated damages

of common stock in connection with the exercise of stock options

of common stock for restricted stock units

stock withheld for taxes upon issuance of underlying shares for restricted stock units

restricted stock awards in connection with HubPages merger

of common stock in connection with public offering

at December 31, 2022

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

Common stock withheld for taxes

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

Stock-based compensation

Balance at December

$ ( 378,653 )

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STATEMENTS OF CASH FLOWS

Years Ended December 31,

Ended December 31,

($ in thousands)

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation of property and equipment

Amortization of platform development and intangible assets

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

Amortization of debt costs

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Loss on sale of assets

Change in valuation of contingent consideration

Change in valuation of

contingent consideration

Liquidated damages

2 unchanged sentences

Bad debt expense

Change in operating assets and liabilities net of effect of acquisitions:

Change in operating assets

and liabilities net of effect of acquisitions:

Accounts receivable

Subscription acquisition costs

Prepayments and other current assets

Subscription acquisition

Prepayments and other current

Other long-term assets

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Operating lease liability

Contingent consideration

Other long-term liabilities

Net cash used in operating activities

Cash flows from investing activities

Purchases of property and equipment

Net cash used in operating

Cash flows from investing

Purchases of property and

Capitalized platform development

Proceeds from sale of assets

Proceeds from sale of equity investment

Payments for acquisitions, net of cash

Net cash used in investing activities

Cash flows from financing activities

Proceeds from bridge notes, net of debt costs

Payments of long-term debt

Proceeds, net of repayments, under line of credit

Proceeds from common stock public offering, net of offering costs

Payments of issuance costs from common stock public offering

Payments of debt issuance costs

Proceeds from exercise of common stock options

Payment of deferred cash payment

Payment for taxes related to common stock withheld for taxes

Payment of restricted stock liabilities

Net cash provided by financing activities

Net (decrease) increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash – beginning of year

Cash, cash equivalents, and restricted cash – end of year

Cash, cash equivalents, and restricted cash

Payments for acquisitions,

Net cash used in investing

Cash flows from financing

Proceeds from bridge notes,

net of debt costs

Payment of Fexy put option

(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

Restricted cash

Total cash, cash equivalents, and restricted cash

Supplemental disclosure of cash flow information

– beginning of year

Cash, and cash equivalents

– end of year

Supplemental disclosure

of cash flow information

Cash paid for interest

Cash paid for income taxes

Noncash investing and financing activities

Reclassification of stock-based compensation to platform development

Debt costs recorded in accrued expenses and other and in other long-term liabilities

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 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

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.

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Arena Holdings Group, Inc.

(formerly known as TheMaven, 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.

(“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.

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, Inc.

(“Say Media”), which was acquired by the Company in a merger during 2018, with

Say Media as the surviving corporation.

(“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, 2023, 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,

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

acquired by the Company in a merger during 2021) and Athlon Holdings, Inc.

(“Parade” acquired by the Company in a merger

during 2022 as further described in Note 4).

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.

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to as the “Company.”

February 8, 2022, the Board approved a one-for-twenty-two (1-for-22) reverse stock split of its outstanding shares of common stock that

was effective February 8, 2022.

The Company’s common stock began trading on the NYSE American (the “NYSE American”)

on February 9, 2022 (as further described below).

At the effective time, every twenty-two shares of issued and outstanding common stock

were automatically combined into one issued and outstanding share of common stock, without any change in the number of authorized shares.

No fractional shares were issued as a result of the reverse stock split.

Any fractional shares that would otherwise have resulted from

the reverse stock split were rounded up to the next whole number.

accompanying financial statements and notes to the financial statements give effect to the reverse stock split for all periods presented.

The shares of common stock retained a par value of $ 0.01 per share.

Accordingly, stockholders’ deficiency reflects the reverse

stock split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par

value of the decreased shares resulting from the reverse stock split.

In connection with the reverse stock split, proportionate adjustments

were made to increase the per share exercise prices and decrease the number of shares of common stock issuable upon exercise of common

stock options and warrants whereby approximately the same aggregate price is required to be paid for such securities upon exercise as

had been payable immediately preceding the reverse stock split.

Any fractional shares that would otherwise be issued as a result of the

reverse stock split were rounded up to the nearest whole share.

February 9, 2022, in connection with the Company’s legal name change and reverse stock split, the Company up-listed its common

stock to the NYSE American, which began trading on February 9, 2022 under the symbol “AREN.” The Company’s common stock,

prior to the up-list, was quoted on the OTC Markets Group Inc.’s (“OTCM”) OTCQX ® Best Market (the “OTCQX”)

under the symbol “MVEN.”

Company is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital

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The Company’s strategy

is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports 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 40 owned and operated properties as well as properties it runs on

behalf of independent Publisher Partners.

The Company owns and operates TheStreet, The Spun, Parade, and Men’s Journal and powers

more than 320 independent Publisher Partners, including the many sports team sites that comprise FanNation.

Publisher Partner joins the Platform by invitation only with the objective of improving our 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

our expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually

benefit from our ongoing technological advances and audience development expertise.

Additionally, we believe the lead brands within our

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

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

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where it sees unique long-term benefits to it.

Company does experience seasonality during the year, as a result of advertising seasonality and sports seasons and major sporting events.

Advertising typically peaks in the fourth quarter of the Company’s fiscal year as advertisers concentrate their budgets during

the holiday season.

This trend is magnified as it also includes the professional sports and college football seasons, which account for

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.

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, Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased traffic surrounding

the respective events.

Company performed an annual reporting period going concern assessment.

Management is required to assess the Company’s ability to

continue as a going concern.

These 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.

Company’s consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue

as a going concern.

recently, for the year ended December 31, 2023, the Company incurred a net loss from continuing operations of $ 55,582 ,

had cash on hand of $ 9,284 and

a working capital deficit of $ 145,622 .

The Company’s net loss from continuing operations and working capital deficit have been evaluated by management to determine

if the significance of those conditions or events would limit its ability to meet its obligations when due.

Also, since the

Company’s 2023 Notes (see Note 18), Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (see Note 19)

(collectively “its current debt”) are subject to a forbearance

period through the earlier of the following:

(a) April 30, 2024 ;

(b) the occurrence

of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (as further described in Note 28) unless the Company is

able to refinance or modify the terms of its current debt it runs the risk that its debt could be called, therefore, it may not be able to meet its

obligations when due.

its evaluation, management determined there is substantial doubt about the Company’s ability to continue as a going concern for

a one-year period following the financial statement issuance date, unless it is able to refinance or modify its current debt.

Company plans to refinance or modify the maturities of its current debt and complete the Business Combination to alleviate the

conditions that raise substantial doubt about its ability to continue as a going concern, however, there can be no assurance that the Company will be able to refinance or modify its current debt and complete

the Business Combination.

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.

Summary of Significant Accounting Policies

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Significant estimates

reserves for bad debt;

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;

revenue recognition and estimates of standalone

selling price of performance obligations for revenue contracts with multiple performance obligations;

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;

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.

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in the global economy presents significant risks to the Company’s business.

Increases in inflation, rising interest rates,

instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the

responses thereto, and the remaining effects of the COVID-19 pandemic 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.

Increases in inflation, instability in the global banking

system, tariffs, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto may have an adverse

effect on the Company’s business.

While the Company is closely monitoring the impact of the current macroeconomic conditions on

all aspects of its business, the ultimate extent of the impact on its business remains highly uncertain and will depend on future developments

and factors that continue to evolve.

Most of these developments and factors are outside of the Company’s control and could exist

for an extended period of time.

As a result, the Company is subject to continuing risks and uncertainties.

December 1, 2023, B.

Riley FBR, Inc.

Riley FBR”), a registered broker-dealer owned by B.

Riley Financial, Inc., a diversified

publicly traded financial services company (“B.

Riley”) that was instrumental in providing investment banking services to

the Company and in raising debt and equity capital for the Company, and Renew Group Private Limited (“Renew”) entered into

agreement where Renew purchased $ 110,691

in aggregate principal amount of the notes outstanding

Riley, including the 2023 Notes (as described in Note 18), Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes

(as described in Note 19), which constitute all of the notes outstanding with B.

Riley and also assumed the role of agent under the Note

Purchase Agreement, as further described in Note 26.

The indirect owner of Renew also has an indirect non-controlling interest in Simplify

Inventions, LLC (“Simplify”), a principal stockholder (as further described in Note 26).

Company operates in one reportable segment which focuses on a publishing platform.

The Company’s business offerings have similar

operating characteristics and similar long-term operating performance, including the types of customers, nature of product or services,

distribution methods and regulatory environment.

The chief operating decision maker (the “CODM”) of the Company reviews specific

financial and operational data and other key metrics to make resource allocation decisions and assesses performance by review of profit

and loss information on a consolidated basis.

The CODM does not review specific financial or operational data on a disaggregated basis

or by aggregating operating segments into one reportable segment.

The consolidated financial statements reflect the financial results

of the Company’s one reportable segment.

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 Company’s customers, in an amount that reflects

the consideration that the Company expects to receive in exchange for those goods or services.

The Company generates all of its revenue

from contracts with customers.

The Company accounts for revenue on a gross basis, as compared to a net basis, on its statements 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 before transfer to the customer and because it is also the primary obligor responsible for providing the services

to the customer.

Cost of revenue is presented as a separate line item on the consolidated statements of operations.

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.

The Company leverages its Platform to build content verticals powered by anchor brands.

The Company’s

strategy is to focus on key subject matter verticals where audiences are passionate about a topic category where it can leverage the

strength of its core brands to grow its audience and monetize editorially focused online content through various display and video advertisements

that are viewed by internet users of the content.

The Company has four reportable segments:

Sports & Leisure, Finance, Lifestyle,

and Platform.

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.

of advertisements, the impression bid prices and revenue are reported on a real-time basis.

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 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

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as service costs in the same period in which the associated advertising revenue is recognized.

revenue that is comprised of fees charged for the placement of advertising, on the Company’s flagship website, TheStreet.com,

is recognized as the advertising or sponsorship is displayed, if 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.

Subscriptions – The Company enters into contracts with internet users that subscribe to premium content on the owned and operated

media channels and facilitate such contracts between internet users and its Publisher Partners.

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.

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.

The Company owes its independent 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.

revenue generated from the Company’s flagship website TheStreet.com from institutional and retail customers is comprised

of subscriptions and license fees for access to securities investment information, stock market commentary, director and officer profiles,

relationship capital management services, and transactional information pertaining to mergers and acquisitions and other changes in the

corporate control environment.

Subscriptions 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.

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.

Net subscription revenue is recognized ratably over the subscription periods.

Unearned revenue relates to payments for subscription fees

for which revenue has not been recognized because services have not yet been provided.

revenue includes magazine subscriptions and single copy sales at newsstands.

Subscriptions – Revenue from magazine subscriptions is deferred and recognized proportionately as products are distributed

to subscribers.

– Single copy revenue is recognized on the publication’s on-sale date, net of provisions for estimated returns.

bases its estimates for returns on historical experience and current marketplace conditions.

and Syndication Revenue

licensing-based revenues and syndication revenues are accrued generally monthly or quarterly based on the specific mechanisms of each

Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners.

These adjustments

are typically recorded within three months of the initial estimates and have not been material.

Any minimum guarantees are typically

earned evenly over the fiscal year.

of Performance Obligations

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

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more than one performance obligation, the Company allocates the total contract consideration to each distinct performance obligation.

on a relative standalone selling price basis.

Revenue is recognized when, or as, the performance obligations are satisfied, and control

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run on the Company’s platform.

The price for direct digital advertising is determined in contracts with the advertisers.

from the sale of direct digital advertising is recognized when the advertisements are delivered based on the contract.

The customer is

invoiced the agreed-upon price in the month following the month that the advertisements are delivered with normal trade terms.

upon price is adjusted for estimated provisions for rebates, rate adjustments, and discounts.

As part of the Company’s customary

business practices, digital advertising contracts may include a guaranteed number of impressions and sales incentives to its customers

including volume discounts, rebates, value added impressions, etc.

For all such contracts that include these types of variable consideration,

the Company estimates the variable consideration and factors in such an estimate when determining the transaction price.

Advertising – The Company provides advertisement placements in print media directly to advertisers or through advertising

The Company’s performance obligations related to print advertising are satisfied when the magazine in which an advertisement

appears is published, which is defined as an issue’s on-sale date.

The customer is invoiced the agreed-upon price when the advertisements

are published under normal industry trade terms.

The agreed upon price is adjusted for estimated provisions for rebates, rate adjustments,

and discounts.

As part of the Company’s customary business practices, print advertising contracts include guaranteed circulation

levels of magazines, referred to as rate base, and a number of sales incentives to its customers including volume discounts, rebates,

bonus pages, etc.

For all such contracts that include these types of variable consideration, the Company estimates such when determining

the transaction price.

Subscriptions – The Company recognizes revenue from each membership subscription to access the premium content 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 sheets.

As the Company provides access to the premium content over the membership subscription term,

the Company recognizes revenue and proportionately reduces the unearned revenue balance.

Subscriptions – The Company sells magazines to consumers through subscriptions.

Each copy of a magazine is determined to be

a distinct performance obligation that is satisfied when the publication is sent to the customer.

The majority of the Company’s

subscription sales are prepaid at the time of order.

Subscriptions may be canceled at any time for a refund of the price paid for remaining

As the contract may be canceled at any time for a full refund of the unserved copies, the contract term is determined to be on

an issue-to-issue basis as these contracts do not have substantive termination penalties.

Revenues from subscriptions are deferred and

recognized proportionately as subscribers are served.

Some magazine subscription offers contain more than one magazine title in a bundle.

The Company allocates the total contract consideration to each distinct performance obligation, or magazine title, based on a standalone-selling

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.

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.

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,

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to magazine wholesalers are sold with the right to receive credit from the Company for magazines returned to the wholesaler by retailers.

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.

The Company bases its estimates for returns on historical experience and current marketplace conditions.

and Syndication – The Company has entered into various licensing and syndication agreements that provide third party

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.

Functional licenses in national media consist of 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

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as the digital impressions are served or on the issue’s on-sale date.

For performance obligations related to sales of magazines

through subscriptions, the customer obtains control when each magazine issue is mailed to the customer on or before 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.

Revenues from functional licenses and syndication arrangements

are recognized at a point-in-time when access to the completed content is granted to the partner.

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

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The Company has determined

that the above method provides a faithful depiction of the transfer of goods or services to the customer.

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 provides access for a given period of time, which

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.

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during the reporting period.

Price and Amounts Allocated to Performance Obligations

the Transaction Price – Certain advertising contracts contain variable components of the transaction price, such as volume

discounts and rebates.

The Company has sufficient historical data and has established processes to reliably estimate these variable components

of the transaction price.

revenue generated from the flagship website TheStreet.com is subject to estimation and variability due to the fact that, in the

normal course of business, subscribers may for various reasons contact the Company or their credit card companies to request a refund

or other adjustment for a previously purchased subscription.

With respect to many of the Company’s annual newsletter subscription

products, the Company offers the ability to receive a refund during the first 30 days but none thereafter.

Accordingly, the Company maintains

a provision for estimated future revenue reductions resulting from expected refunds and chargebacks related to subscriptions for which

revenue was recognized in a prior period.

The calculation of this provision is based upon historical trends and is reevaluated each quarter.

Company typically does not offer any type of variable consideration in standard magazine subscription contracts.

For these contracts,

the transaction price is fixed upon establishment of the contract that contains the final terms of the sale including description, quantity

and price of each subscription purchased.

Therefore, the Company does not estimate variable consideration or perform a constraint analysis

for these contracts.

right of return exists for newsstand contracts.

The Company has sufficient historical data to estimate the final amount of returns and

reduces the transaction price at contract inception for the expected return reserve.

is no variable consideration related to functional licenses.

Standalone-Selling Prices – For contracts that contain multiple performance obligations, the Company allocates the transaction

price to each performance obligation on a relative standalone-selling price basis.

The standalone-selling price is the price at which

the Company would sell a promised good or service separately to the customer.

In situations in which an obligation is bundled with other

obligations and the total amount of consideration does not reflect the sum of individual observable prices, the Company allocates the

discount to (1) a single obligation if the discount is attributable to that obligation or (2) prorates across all obligations if the

discount relates to the bundle.

When standalone-selling price is not directly observable, the Company estimates and considers all the

information that is reasonably available to the Company, including market conditions, entity specific factors, customer information,

The Company maximizes the use of observable inputs and applies estimation methods consistently in similar circumstances.

Obligations for Returns and Refunds – The Company accepts product returns in some cases.

The Company establishes provisions

for estimated returns concurrently with the recognition of revenue.

The provisions are established based upon consideration of a variety

of factors, including, among other things, recent and historical return rates for both specific products and distributors and the impact

of any new product releases and projected economic conditions.

of December 31, 2023 and 2022, a subscription refund liability of $ 449 and $ 845 , respectively, was recorded for the provision for the

estimated returns and refunds on the consolidated balance sheets.

Modifications

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

The Company assesses

each of these contract modifications to determine:

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

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

contract modification meeting both criteria is accounted for as a separate contract.

A contract modification not meeting both criteria

is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract

and the creation of a new contract, or a cumulative catch-up basis (further details are provided under the headings Contract Balances

and Subscription Acquisition Costs ).

Disaggregation

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

of Disaggregation of Revenue

Schedule of Disaggregation of Revenue

Years Ended December 31,

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Digital subscriptions

Licensing and syndication revenue

Licensing and Publisher Revenue

Other digital revenue

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

Publisher Partner guarantees and revenue share payments;

amortization of developed technology and platform development;

internal and external cost of content;

of developed technology and platform development;

royalty fees;

hosting and bandwidth and software license fees;

and distribution costs;

printing and distribution

payroll and related expenses for customer support, technology maintenance;

fees paid for data analytics and to

other outside service providers;

fees paid for data analytics and to other outside service

and stock-based compensation of related personnel (as described in Note 21).

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heading Subscription Acquisition Costs ).

A contract liability is recognized when consideration is received from the customer prior

to the transfer of goods or services.

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:

of Contract with Customer, Asset and Liability

As of December 31,

Schedule of Contract Balances

of December 31,

Unearned revenue (short-term contract liabilities):

Digital revenue

Print revenue

Total short-term contract

Unearned revenue (short-term

contract liabilities)

Unearned revenue (long-term contract liabilities):

Digital revenue

Print revenue

Total long-term contract

Revenue – Unearned revenue, also referred to as contract liabilities, include payments received in advance of performance under

the contracts and are recognized as revenue over time.

The Company records contract liabilities as unearned revenue on the consolidated

balance sheets.

Digital subscription and print subscription revenue of $ 68,985 was recognized during the year ended December 31, 2023

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.

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.

January 2020, February 2020 and December 2021, the Company modified certain digital and print subscription contracts that prospectively

changed the frequency of the related issues (or magazines) required to be delivered on a yearly basis (the “Contract Modifications”).

The Company determined that the remaining digital content and magazines to be delivered are distinct from the digital content or magazines

already provided under the original contract.

As a result, the Company in effect established a new contract that included only the remaining

digital content or magazines.

Accordingly, the Company allocated the remaining performance obligations in the contracts as consideration

from the original contract that has not yet been recognized as revenue.

For the years ended December 31, 2023 and 2022, the Company recognized

revenue of $ 554 and $ 2,986 , respectively, resulting from the Contract Modifications.

Cash Equivalents, and Restricted Cash

Company maintains cash, cash equivalents, and restricted cash 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, 2023 and 2022, cash and cash equivalents consist primarily of checking,

savings deposits and money market accounts.

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.

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.

following table reconciles total cash, cash equivalents, and restricted cash:

of Cash and Restricted Cash

As of December 31,

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash

of December 31, 2023 and 2022, the Company had restricted cash of $ 0 and $ 502 , which served as collateral for certain credit card merchant

accounts with a bank.

Receivable and Allowance for Doubtful Accounts

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;

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Accounts receivable have been

reduced by an allowance for doubtful accounts.

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

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, 2023 and 2022 of $ 44,811 and $ 33,950 , respectively,

are presented net of allowance for doubtful accounts.

following table summarizes the allowance for doubtful accounts activity:

of Allowance For Doubtful Accounts

Years Ended of December 31,

Allowance for doubtful accounts beginning of year

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 doubtful accounts end of year

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

The Company has elected to apply the practical expedient to amortize these costs at the portfolio level.

commissions paid to third party agents are amortized as the magazines are sent to the subscriber on an issue-by-issue basis.

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 of $ 38,112 and $ 37,190 for the years ended December 31, 2023 and 2022, respectively, are included within

selling and marketing expenses on the consolidated statements of operations.

No impairment losses have been recognized for subscription

acquisition costs for the years ended December 31, 2023 and 2022.

Contract Modifications resulted in subscription acquisition costs to be recognized on a prospective basis in the same proportion as the

revenue that has not yet been recognized.

current portion of the subscription acquisition costs as of December 31, 2023 and 2022 was $ 29,706 and $ 25,931 , respectively.

The noncurrent

portion of the subscription acquisition costs as of December 31, 2023 and 2022 was $ 7,215 and $ 14,133 , respectively.

Subscription acquisition

costs as of December 31, 2023 presented as current assets of $ 29,706 are expected to be amortized over a one-year period, or through

December 31, 2024, and presented as long-term assets of $ 7,215 are expected to be amortized after the one-year period ending December

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).

Concentrations

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To control credit risk, the Company performs regular credit evaluations of its customers’ financial

Revenue from significant customers

as a percentage of the Company’s total revenue represent approximately 10.0 % from a customer for the year ended December 31,

Revenue from significant customers as a percentage of the Company’s total revenue represent 13.9 %

from a customer for the year ended December 31, 2022.

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.

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was unable to renew an existing contract and the Company was not able to replace the related product or service at the same cost.

accounts payable balances as a percentage of the Company’s total accounts payable represent 12.2 %, and 14.1 % from a vendor for

the years ended December 31, 2023, and 2022, respectively.

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.

Leases with an initial term of 12 months or less are not recorded on

the consolidated balance sheets.

At inception, the Company determines whether an arrangement that provides control over the use of an

asset is a lease.

When it is reasonably certain that the Company will exercise the renewal period, the Company includes the impact of

the renewal in the lease term for purposes of determining total future lease payments.

Rent expense is recognized on a straight-line

basis over the lease term.

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.

Rent expense is recognized on a straight-line basis over the lease term.

The Company does

not have any finance leases.

and Equipment

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Maintenance and repairs are charged to expense as incurred.

losses from disposition of property and equipment are included on the consolidated statements of operations when realized.

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

Depreciation and amortization are provided using the straight-line method over the following estimated useful lives:

of Depreciation and Amortization, Useful Lives of Assets

Office equipment and computers

Furniture and fixtures

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

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incurred for certain capitalized platform development projects related to the Platform.

The Company’s policy with respect to capitalized

internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of

the historical cost of the project when the impact, as compared to expensing such labor costs, is material.

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.

is recorded in cost of revenue on the consolidated statements of operations and comprehensive 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.

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of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements

of operations.

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.

The Company expenses transaction costs related

to the acquisition as incurred.

assets with finite lives, consisting of developed technology and trade names, are amortized using the straight-line method over the estimated

economic lives of the assets.

A finite lived intangible asset is tested for recoverability whenever events or changes in circumstances

indicate that its carrying amount may not be recoverable.

Determination of recoverability is based on an estimate of undiscounted future

cash flows resulting from the use of the asset and its eventual disposition.

Intangible assets with an indefinite useful life are not

Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such

The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable

undiscounted cash flows from such an asset are less than the carrying value of the asset.

In that event, a loss is recognized based on

the amount by which the carrying value exceeds the fair value of the long-lived asset.

Fair value is determined primarily by reference

to the anticipated cash flows discounted at a rate commensurate with the risk involved.

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 December 31, or more frequently

if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.

The Company operates as one

reporting unit, therefore, the impairment test is performed at the consolidated entity level.

Recoverability of goodwill is determined

by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit.

If the fair value of the 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.

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.

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,

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Such costs are deferred and amortized over the term of the related debt.

Upon the settlement

of debt the pro rata portion of any related unamortized debt costs are charged to operations.

consideration in the form of warrants and other derivative financial instruments issued to lenders are accounted for at fair value utilizing

information determined by consultants 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 liquidated damages when:

(i) a registration rights agreement provides for damages if the Company does not register the

shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”), which, in

general, provides 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 provides for

damages if the Company fails 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, provides 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

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.

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The Company’s

advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts, and print and digital advertising that

are expensed when an advertisement takes place.

During the years ended December 31, 2023 and 2022, the Company incurred advertising expenses

of $ 4,372 and $ 5,987 , respectively, which are included within selling and marketing on the consolidated statements of operations.

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

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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, generally 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, with no impact on cash flows.

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

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Financial assets and liabilities utilizing Level 2 inputs include fixed

income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

income securities.

Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity

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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 year ended December 31, 2022) (further details are provided under the headings Publisher Partner

Warrants and New Publisher Partner Warrants in Note 22), and (d) common stock warrants to ABG (further details are provided

under the heading ABG Warrants in Note 22).

(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

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(3) restricted stock units and stock option grants which provide for market-based vesting with a time-vesting overlay,

are determined through consultants with the Company’s independent valuation firm using the Monte Carlo model at the grant date;

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;

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The Company classifies stock-based compensation cost on its consolidated

statements of operations in the same manner in which the award recipient’s cash compensation cost is classified.

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.

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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

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be anti-dilutive.

Schedule of Net Income (Loss) Per Common Share

As of December 31,

Schedule of Common Stock Equivalent Shares Excluded From Diluted Calculations

of December 31,

Series G Preferred Stock

Series H Preferred Stock

Financing Warrants

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Publisher Partner Warrants

Restricted stock awards

Restricted stock units

Common stock options

Anti-dilutive securities

Accounting Pronouncements

Adopted Accounting Standards

March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments-Credit Losses(Topic

Troubled Debt Restructurings and Vintage Disclosures, addressing areas identified by the FASB as part of its post-implementation

review of its previously issued credit losses standard (ASU 2016-13) that introduced the current expected credit losses (CECL) model.

ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhances

disclosure requirements for certain loan refinancings and restructurings made with borrowers experiencing financial difficulty.

update requires an entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year

of origination in the vintage disclosures.

As the Company has already adopted ASU 2016-13, the new guidance was adopted on January 1,

The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements.

Issued Accounting Standards

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

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for equity securities subject to contractual sale restrictions.

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

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

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

Early adoption is permitted for both interim and annual financial

statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the impact that the adoption

of this new accounting standard will have on its consolidated financial statements.

October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure

Update and Simplification Initiative , which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification

(“Codification”).

The amendments are expected to clarify or improve disclosure and presentation requirements of a variety

of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities

that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations.

ASU 2023-06 will become effective for each amendment on the effective date of the SEC’s corresponding disclosure rule changes.

The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.

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.

The 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.

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):

Disaggregation of Income Statement Expenses .

This ASU aims to enhance the transparency of financial reporting

by requiring public business entities (PBEs) to provide detailed disclosures about the components of significant expense captions presented

in the income statement.

The Company will be required to disclose, in a tabular format, the amounts recognized within each relevant expense

caption in the income statement.

This ASU is effective for fiscal years beginning after December 15, 2026;

early adoption is permitted

using either a prospective or retrospective transition method.

The Company is not planning to early adopt.

The Company expects ASU 2024-23

to require additional tabular disclosures in the notes to its consolidated financial statements.

does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material

1 unchanged sentence

Discontinued Operations

Company, upon Board approval on September 15, 2022, discontinued (i.e., the “discontinued operations”) the Parade print business

(“Parade Print”) that was acquired on April 1, 2022 (as part of the Parade acquisition, as further described below in Note

4), on November 13, 2022 (the last date of any obligation to deliver issues of Parade Print).

table below sets forth the loss from discontinued operations for the period from April 1, 2022 to December 31, 2022:

of 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.

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,

Cost of revenue

Gross profit (loss)

Operating expense

1 unchanged sentence

General and administrative

Loss on impairment of assets

Total operating expenses

Depreciation and amortization

on impairment of assets (2)

operating expenses

Loss from discontinued operations

Income tax benefit

Net loss from discontinued operations

discontinued operations of Parade Print also included Relish and Spry Living print products that were acquired as part of the Parade

Further information is provided under the heading Supplemental Pro Forma Information in Note 4.

the year ended December 31, 2022, the Company recorded depreciation and amortization of $ 0 ;

and operating and investing noncash items

of $ 209 and $ 0 , respectively, as part of the discontinued operations.

Income tax provision

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

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

Accounts payable

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

Stock-based compensation

Bad debt expense

Change in operating assets and liabilities:

Accounts receivable,

Subscription acquisition

Prepayments and other

current assets

Accounts payable

Accrued expenses and

Subscription refund

Subscription liability

Royalty fee liability

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

11 unchanged sentences

(2) $ 75 deferred cash payments due

in three equal installments of $ 25 on March 1, 2023 (paid), April 1, 2023 (paid) and May 1, 2023 (paid);

(3) $ 200 deferred cash payment

due on the first anniversary of the closing date, subject to certain indemnity provisions (not paid in January 2024, further details

are provided under the heading Fexy Put Option in Note 28);

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 is subject to a put option under certain conditions (the “contingent consideration”)

(as further described below in Note 17).

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 immediately 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 conditions.

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:

of Composition Preliminary Assets Purchase Price

Schedule of Composition Preliminary Assets Purchase Price

Contingent consideration

Deferred cash payments, as discounted

Deferred cash payments,

as discounted

Total purchase consideration

2 unchanged sentences

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.

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:

of Preliminary Assets Purchase Price Allocation

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.

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

22 unchanged sentences

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.

Holdings, Inc .

- On April 1, 2022, the Company acquired 100 % of the issued and outstanding capital stock of Athlon Holdings, Inc.

(or Parade), a Tennessee corporation, for a purchase price of $ 15,854 , as adjusted for the working capital adjustment as of the closing

date of the transaction.

The working capital adjustment is pending acceptance by the sellers (further details are provided in Note 27).

As a part of the closing consideration, the Company also acquired cash of $ 1,840 , that was further adjusted post-closing for the working

capital adjustment.

The purchase price of $ 15,854 , as discounted, is comprised of (i) a cash portion of $ 12,827 , with $ 11,840 paid at

closing and $ 987 estimated to be paid post-closing (as further described below) and (ii) the issuance of 314,103 shares of the Company’s

common stock with a fair market value of $ 3,141 .

The number of shares of the Company’s common stock issued was determined based

on a $ 3,000 value using the common stock trading price for the 10 trading days preceding the April 1, 2022 closing date.

Certain of Parade’s

key employees entered into either advisory agreements or employment agreements with the Company.

Parade operates in the United States.

amount estimated to be paid post-closing of $987 will be or was paid as follows:

(i) $742 is expected to be paid upon receipts of certain

tax refunds due to the sellers (consisting of $3,000 for the deferred cash payments, as discounted, less a $2,258 cash adjustment);

(ii) $245 was paid within two business days from the date the Company received proceeds from the sale of the equity interest in Just

Like Falling Off a Bike, LLC that was held by Parade as of the closing date (paid on April 7, 2022).

Company received a final valuation report from a third party valuation firm after the preliminary purchase price was adjusted during

the quarterly period ended September 30, 2022.

After considering the results of the final valuation report, the Company estimated

that the purchase consideration decreased by $321.

The decrease in the purchase price was related to an increase in identifiable

assets of $54, an increase in deferred tax liabilities of $27, with a decrease in the working capital adjustment of $321, resulting

in a decrease in goodwill of $348.

composition of the purchase price is as follows:

of Composition of Purchase Price

Deferred cash payments, as discounted

Total purchase consideration

Company incurred $ 200 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses.

acquisition-related expenses were recorded within general and administrative expense on the consolidated statements of operations.

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:

of Purchase Price Allocation

Accounts receivable

Other current assets

Equity investment

Digital content

Advertiser relationships

Accounts payable

Accrued expenses and other

Unearned revenue

Other long-term liabilities

Deferred tax liabilities

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 digital content was determined

using a cost approach.

The fair values of the advertiser relationships were determined by projecting the acquired entity’s cash

flows, deducting notional contributory asset charges on supporting assets (working capital, tangible assets, trade names, and the assembled

workforce) to compute the excess cash flows associated with the advertiser relationships.

The fair values of the trade names were determined

by projecting revenue associated with each trade name and applying a royalty rate to compute the amount of the royalty payments the company

is relieved from paying due to its ownership of the trade names.

The estimated weighted average useful life is two years ( 2.00 years)

for digital content, eight point seventy-five years ( 8.75 years) for advertiser relationships, and fourteen point five years ( 14.50 years)

for trade names.

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

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

portion of the goodwill related to the acquisition will be deductible for tax purposes.

Pro Forma Information

following table summarizes the results of continuing operations of the Parade acquisition from the acquisition date included in the consolidated

results of continuing operations and the unaudited pro forma results of continuing operations of the combined entity had the date of

the acquisition been January 1, 2022:

of Supplemental Proforma Information

December 31, 2022

Parade continuing operations from acquisition date of April 1, 2022 (unaudited):

Combined entity continuing operations supplemental pro forma information had the acquisition date been January 1, 2022 (unaudited):

Total continuing operations supplemental pro forma revenue

Total continuing operations supplemental pro forma net loss

information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved

if the acquisition had occurred at the beginning of the Company’s reporting period and does not reflect the discontinued operations

of Parade Print that was acquired on April 1, 2022 (as part of the Parade acquisition).

adjustments for the year ended December 31, 2022 of ($1,940), represents adjustments:

(1) to record depreciation and amortization expense

related to the fixed and intangible assets acquired from the acquisition of ($864);

(2) to reverse the nonrecurring transaction cost

related to the acquisition of $200;

and (3) to reverse the deferred tax benefit related to the acquisition of ($1,276).

Groupe, LLC – On September 27, 2022, the Company entered into an asset purchase agreement with Buffalo Groupe, LLC, doing business

as Morning Read, where it purchased certain intellectual properties, certain assumed contracts, and other certain rights related to the

intellectual properties (collectively, the “Morning Read Purchased Assets”) and assumed certain liabilities related to the

Morning Read Purchased Assets.

The purchase consideration consisted of a cash payment of $ 850 at closing.

Company accounted for the acquisition as an asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of

the gross assets acquired by the Company is concentrated in a group of similar identifiable assets.

purchase consideration totaled $ 850 , which was assigned to the brand name acquired on the closing date of the acquisition.

life for the brand name is ten years ( 10.0 years).

Media, LLC – On December 15, 2022 (the closing date), pursuant to an asset purchase agreement entered into December 7, 2022,

the Company acquired certain assets and liabilities from Weider Publications, a subsidiary of A360 Media, LLC (or Men’s Journal)

related to the digital media operations of Men’s Journal and other men’s active lifestyle brands.

The Company paid $ 25,000

in cash for the acquisition consisting of:

(i) $ 23,000 paid at closing;

(ii) $ 1,000 deposited into an escrow account to be released in

accordance with the terms of the agreement, subject to adjustments for any indemnification payments;

and (iii) $ 1,000 paid in November

The Company also assumed certain liabilities consisting of:

(i) $ 2,676 an assumed lease obligation, as discounted (representing

$ 3,189 in deferred payments over twenty-seven months (27) for the assumption of a lease obligation);

and (ii) $ 4,078 in deferred revenue

obligations to deliver certain publications to the subscribers of Men’s Journal ($ 3,941 in unearned revenue after consideration

of an estimated subscription refund liability of $ 137 ).

In accordance with the practical expedients under ASU 2021-08, the Company has

elected to apply (i) the practical expedient to the modification of the subscriber contracts at the acquisition date to determine the

performance obligations and transaction price;

and (ii) to use the estimated selling price of a subscriber contract as the standalone

selling price of the replacement magazine based on the number of magazines expected to be delivered to the Men’s Journal subscribers

to satisfy the performance obligations.

The agreement contains customary representations, warranties and covenants.

Men’s Journal

operates in the United States.

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 $ 283 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses.

acquisition-related expenses were recorded within general and administrative expense on the consolidated statements of operations.

connection with the acquisition of Men’s Journal, the Company received a final valuation report during the quarterly period

ended September 30, 2023 from a third party valuation firm after the preliminary purchase price was determined.

After considering

the results of the final valuation report, the Company estimated that the purchase consideration increased by $ 1,246

as a result of an increase in the fair value of the assumed lease obligation with an offset recorded to goodwill (see Note

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:

of Preliminary Price Allocation

Lease deposit receivable

Advertiser relationships

Unearned revenue

Subscription refund liability

Assumed lease obligation

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

determined by applying the multi-period earnings method of the income approach and the fair values of the brand names were determined

by applying the relief-from-royalty method.

The estimated weighted average useful life is twelve and one-half years ( 12.5 years) for

the advertiser relationships and eleven years ( 11.0 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 $ 12,299 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 Men’s Journal.

The Company has determined, based on the information provided by Men’s Journal

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 Men’s Journal 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 Men’s Journal was unable to apply the requirement;

(2) the presentation of the pro forma results and the assumptions made by management were unable be independently substantiated.

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

Prepayments and Other Current Assets

and other current assets are summarized as follows:

of Prepayments and Other Current Assets

As of December 31,

Schedule of Prepayments and Other Current Assets

of December 31,

Prepaid expenses

4 unchanged sentences

Other receivables

Total prepayments and other current assets

Total prepayments

and other current assets

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

12 unchanged sentences

and equipment are summarized as follows:

of Property and Equipment

As of December 31,

Schedule of Property and Equipment

of December 31,

Office equipment and computers

Leasehold improvements

Furniture and fixtures

Gross property and equipment

Less accumulated depreciation and amortization

Net 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.

1 unchanged sentence

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.

Company’s real estate lease for the use of office space was subleased during the year ended December 31, 2023.

The Company determines

whether an arrangement contains a lease at inception.

Lease assets and liabilities are recognized upon commencement of the lease based

on the present value of the future minimum lease payments over the lease term.

The lease term includes options to extend the lease when

it is reasonably certain that the Company will exercise that option.

The Company’s current operating lease

has a remaining fixed payment term of 0.75 years.

table below presents supplemental information related to the operating lease:

of Supplemental Information Related to Operating Leases

As of December 31,

Operating lease costs during the year (1)

Cash payments included in the measurement of operating lease liability during the year

Weighted-average remaining lease term (in years) as of year-end

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

(1) Operating lease

costs is presented net of sublease income that is not material.

Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining

the present value of future payments since the implicit rate for the Company’s lease is not readily determinable.

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 follows:

of Operating Lease Costs

As of December 31,

Operating lease costs:

General and administrative

components of operating lease costs were as follows:

Schedule of Operating Lease Costs

of December 31,

Operating lease costs included in:

and administrative

Total operating costs (1)

Less sublease income

Total operating lease costs

sublease income

Total operating lease

(1) Includes certain

costs associated with a business membership agreement (see below) that permits access to certain office space for the years ended December

31, 2023 and 2022 of $ 620 and $ 668 , respectively, and month-to-month lease arrangements for the years ended December 31, 2023 and 2022

of $ 396 and $ 320 , respectively.

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:

of Maturity of Lease Liabilities

Minimum lease payments - 2024

Summary of Maturity of Lease Liabilities

Years Ending December

Total lease payments

Less imputed interest

Present value of operating lease liability

Present value of

operating lease liability

Current portion of operating lease liability

Long-term portion of operating lease liability

Total 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 through September 2024 and two other subleases through March 2024.

As of December 31, 2023, the

Company is entitled to receive total sublease income of $ 537 .

Membership – Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing

business as SaksWorks, that permits access to certain office space with furnishings, referred to as SaksWorks Memberships.

This membership

provides a certain number of accounts that equate to the use of the space granted.

Effective June 1, 2022, the SaksWorks membership agreement

was amended and assigned to Convene SW MSA Holdings, LLC (“Convene”).

The initial term of the agreement with Convene was

through December 31, 2023, with provisions for renewals.

The Company terminated the arrangement effective December 31, 2023.

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 of $ 10,000 (the “Cash Payments”) and $ 1,475 in market rate

The Cash Payments were paid or remain due as follows:

$ 1,000 paid in December 2021;

$ 1,000 paid in October 2022;

paid in October 2023;

and $ 4,000 due on October 1, 2024, with imputed interest recognized at 10.0 % per annum, and the market advertising

of $ 615 has been delivered during the year ended December 31, 2023, leaving $ 860 to be delivered as of December 31, 2023, with the current amount due, net of imputed interest, reflected in accrued expenses and other on the consolidated

balance sheets.

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.

Platform Development

development costs are summarized as follows:

of Platform Development Costs

As of December 31,

Summary of Platform Development Costs

of December 31,

Platform development

2 unchanged sentences

summary of platform development activity is as follows:

of Platform Development Cost Activity

As of December 31,

Platform development beginning of year

Summary of Platform Development Cost Activity

of December 31,

Platform development beginning

Payroll-based costs capitalized

2 unchanged sentences

Stock-based compensation

Platform development end of year

expense for platform development for the year ended December 31, 2023 and 2022 was $ 6,332 and $ 5,822 , respectively.

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.

Impairment charges for platform

development for the years ended December 31, 2023 and 2022 of $ 64 and $ 210 , respectively , have been recorded on the consolidated statements

of operations.

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.

Intangible Assets

assets subject to amortization consisted of the following:

of Intangible Assets Subject to Amortization

As of December 31, 2023

As of December 31, 2022

Schedule of Intangible Assets Subject to Amortization

of December 31, 2024

of December 31, 2023

Average Useful Life (in years)

Carrying Amount

Developed technology

5 unchanged sentences

Amortization expense for the years

ended December 31, 2023 and 2022 was $ 21,022 and $ 20,748 , respectively, of which amortization expense for developed technology of $ 2,130

and $ 2,831 , respectively, is included in cost of revenue on the consolidated statements of operations.

No impairment charges

for the year ended December 31, 2023 was recorded for the intangible assets.

Impairment charges for the year ended December 31, 2022

of $ 47 were recorded for the intangible assets on the consolidated statements of operations.

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

No impairment charges from continuing operations for the year ended December 31, 2023 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:

of Future Estimated Amortization expense For Intangible Assets

Schedule of Future Estimated Amortization expense For Intangible Assets

Years Ending December 31,

Long-Term Assets

Other Long-Term Assets

assets are summarized as follows:

of Other Assets

As of December 31,

Summary of Other Assets

of December 31,

Security deposit

4 unchanged sentences

changes in carrying value of goodwill are as follows:

of Changes in Carrying Value of Goodwill

As of December 31,

Carrying value at beginning of year

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 Journal

Goodwill acquired in acquisition of Fexy Studios

Loss on impairment

Carrying value at end of year

Company performs its annual impairment test at the reporting unit level, which is the operating segment or one level below the operating

Management determined that the Company would be aggregated into a single reporting unit for purposes of performing the impairment

test for goodwill.

Company, as part of its annual impairment evaluation of goodwill of its one reporting unit, performs the goodwill impairment test in

accordance with applicable guidance.

The guidance provides an entity the option to first perform a qualitative assessment to determine

whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

If an entity determines

that this is the case, it is required to perform the goodwill impairment test to identify potential goodwill impairment and measure the

amount of goodwill impairment loss to be recognized for that reporting unit, if any.

If an entity determines that the fair value of a

reporting unit is greater than its carrying amount, the goodwill impairment test is not required.

The annual impairment test was performed

on December 31, 2023.

No goodwill impairment was identified during the years ended December 31, 2023 and 2022, respectively.

Restricted Stock Liabilities

Company recorded the repurchase of 26,214 shares of the Company’s restricted common stock during the year ended December 31, 2022

on the consolidated statement of stockholders’ deficiency.

Effective April 4, 2022, there are no longer any shares of

the Company’s common stock subject to repurchase.

During the year ended December 31, 2022, the Company paid $ 2,307 in cash for

the repurchase ($ 2,152 in principal and $ 155 in interest).

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 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.

Accrued Expenses and Other

expenses and other are summarized as follows:

of Accrued Expenses

As of December 31,

Schedule of Accrued Expenses

of December 31,

General accrued expenses

2 unchanged sentences

Accrued interest

Liabilities in connection with acquisitions and dispositions

Liabilities in connection with acquisitions

and dispositions

Assumed lease liability

1 unchanged sentence

Other accrued expenses

Total accrued expenses and other

Total accrued expenses

Line of Credit

Credit Agreement – On December 15, 2022, the Company entered into an amendment to its financing and security agreement for

its line of credit with SLR Digital Finance LLC (“SLR” or the “amended line of credit”), as further amended

on August 31, 2023 in connection with the Business Combination (see Note 28) (the “SLR Amendment”) pursuant to which the

SLR Amendment provided for an extension of the maturity date, additional event of default provisions in connection with the Business

Combination, payment of certain fees in connection with the Business Combination, additional borrowings under the 2023 Notes (see

Note 18) pursuant to the First Amendment (see Note 18 and Note 27), and issuance of Series A preferred stock in connection with the

Business Combination, all of which are more fully described herein.

Collectively the amended line of credit and SLR Amendment are

referred to as the “line of credit” (or the “Arena Credit Agreement”).

In connection with the Arena Notes

Default (as further described under the heading Arena Loan Agreement in Note 28) there was a cross-default of the line of

credit, or the SLR Default (as further described under the heading Arena Credit Agreement Default in Note 28).

credit provided for (i) $ 40,000 maximum

amount of advances available (subject to certain limits and eighty-five ( 85 %)

of eligible accounts receivable) pursuant to the amended line of credit, (ii) an

interest rate at the prime rate plus 4.0% per annum of the amount advanced (subject to minimum utilization of at least 10% of the

maximum amount of advances available) (as of December 31, 2023 the stated interest rate was 12.5%), (iii) payment of a fee equal to

2.25% of the maximum line amount with respect to any termination of the agreement prior to December 31, 2025 at the option of the

Company at any time with 60 day notice pursuant to the SLR Amendment, (iv) a payment of a performance fee in the amount equal to

2.25% of the maximum line amount, under certain circumstances pursuant to the Business Combination in connection with a deal

deadline or in the event of a deal failure, as defined in the SLR Amendment, further the performance fee will survive the

termination of the agreement, pursuant to the SLR Amendment, (v) a payment of a success fee if the Business Combination is

consummated, of 0.3% or 0.6% of the maximum line amount if the transaction closes on or before December 31, 2023 or after December

31, 2023, respectively, or $0 if the transaction closes after the deal deadline, pursuant to the SLR Amendment, and (vi) a maturity

date of December

The SLR Amendment also permitted the

Company to enter into the 2023 Notes in an aggregate of $ 8,000 (as

further described under the heading 2023 Bridge Notes in Note 18) and permitted the issuance of the Series A preferred stock

for $ 25,000 in

connection with the Business Combination.

The line of credit was for working capital purposes and was secured by a first lien on all

the Company’s cash and accounts receivable and a second lien on all other assets.

connection with the SLR Amendment and amended line of credit, the Company incurred debt costs of $ 200

respectively, with the SLR Amendment debt cost plus the unamortized debt cost at the time of the SLR Amendment being amortized over the

life of the extended maturity date of the line of credit.

The unamortized balance, as of December 31, 2023 and 2022, was reflected in

prepayment and other current assets of $ 209

and $ 216 , respectively,

and other long-term assets of $ 209

respectively .

As of December 31, 2023, the effective interest rate on the line of credit was 13.7 %.

As of December 31, 2023 and 2022, the balance outstanding under the line of credit was $ 19,609

and $ 14,092 ,

respectively, as reflected on the consolidated balance sheets.

As of December 31, 2023, in connection with the SLR Default, the Company

recorded a $ 900

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, as reflected in accrued expenses and other on the consolidated balance sheets.

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.

Liquidated Damages Payable

damages were recorded as a result of the following:

(i) certain registration rights agreements 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 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”).

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:

of Liquidated Damages

As of December 31, 2023

Summary of Liquidated Damages

of December 31, 2024

Rights Damages

Failure Damages

Information Failure Damages

MDB common stock to be issued (1)

2 unchanged sentences

Series J convertible preferred stock (2)

Series K convertible preferred stock ( 2 )

Series K convertible preferred

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

2 unchanged sentences

previously issued and converted debt or equity securities.

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, 2023, 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 21).

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 26), the gain of $ 3,497 was recorded within additional paid-in capital

on the consolidated statement of stockholders’ deficiency.

of December 31, 2023, the short-term liquidated damages payable was $ 2,924 .

The Company will continue to accrue interest on the liquidated

damages balance at 1 % per month based on the balance outstanding as of December 31, 2023, or $ 2,924 , until paid.

There is no scheduled

date when the unpaid liquidated damages become due.

The previously issued and converted 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.

As of December 31, 2022

of December 31, 2023

Rights Damages

Information Failure Damages

MDB common stock to be issued (1)

2 unchanged sentences

Series J convertible preferred stock (2)

Series K convertible preferred stock ( 2 )

Series K convertible preferred

of common stock issuable to MDB.

1 unchanged sentence

previously issued and converted debt or equity securities.

of December 31, 2022, the short-term and long-term liquidated damages payable were $ 5,843 and $ 494 , respectively, totaling $ 6,337 .

long-term portion was converted into shares of the Company’s common stock on January 24, 2022 (further details are provided under

heading Common Stock for Liquidated Damages in Note 21).

with respect to the liquidated damages recognized on the consolidated statements of operations is provided in Note 23.

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 ,

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

long-term liabilities consisted of the following:

of Other long- term liabilities

As of December 31,

Lease termination liability

Assumed lease liability

Total 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.

Fair Value Measurement

3 unchanged sentences

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 is subject to a put option

(which provides 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 is 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 requires the Company to carry such amounts on its consolidated

balance sheets as a liability at fair value, as adjusted at each reporting period-end (further details are provided under the heading

Fexy Put Option in Note 28).

Financial instruments measured at fair value during

the year ended December 31, 2023, related to the Company’s current debt, with a carrying value of $ 7,887 and $ 102,309 for the Bridge Notes

and Debt as of December 31, 2023, respectively, approximates fair value due to their short nature and based on current market interest

rates for debt instruments of similar credit standing.

instruments measured at fair value during the year consisted of the following:

of Fair Value of Financial Instruments

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.

Assets (Level 1)

Inputs (Level 2)

Inputs (Level 3)

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

As of December 31, 2022

Assets (Level 1)

Inputs (Level 2)

Inputs (Level 3)

Senior Secured Notes

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

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.

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.

For the year ended December 31, 2023, the change in valuation of the contingent consideration of $ 1,010 was recognized

in other expenses on the consolidated statement of operations.

Further details are provided under the heading Fexy Put Option

Secured Notes – The carrying value of the Senior Secured Notes (as defined below) approximates fair value based on current

market interest rates for debt instruments of similar credit standing and, consequently, their fair values are based on Level 2 inputs.

quantitative information utilized in the fair value calculation of the Level 3 liabilities are as follows:

Revenue – The fair value of unearned revenue remaining in connection with the 2019 acquisitions of Sports Illustrated licensed

brands, was determined with the following inputs:

(1) projection of when unearned revenue will be earned;

(2) expense necessary to fulfill

the subscriptions;

(3) gross up of the fulfillment costs to include a market participant level of profitability;

(4) slight premium to

the fulfillment-costs plus a reasonable profit metric;

and (5) reduce projected future cash flows to present value using an appropriate

discount rate.

The unearned revenue remaining from the acquisitions as of December 31, 2023 and 2022 was $ 523 and $ 1,154 , respectively.

changes in unearned revenue with inputs classified as Level 3 of the fair value hierarchy are reflected within revenue on the consolidated

statements of operations.

connection with the Note Purchase Agreement, First Amendment and Second Amendment (as further described under the heading Principal

Stockholders in Note 26), on August 31, 2023, the Company issued $ 5,000 aggregate principal amount of senior secured notes (the “2023

The provisions of the First Amendment 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.

September 29, 2023, the Company issued $ 1,000 aggregate principal amount of senior secured notes pursuant to the incremental borrowings.

On November 27, 2023, the Company issued $ 2,000 aggregate principal amount of senior secured notes pursuant to the incremental borrowings.

In connection with the issuance of the 2023 Notes, the Company received net proceeds of $ 7,643 from the issuance of the notes and incurred

debt costs of $ 357 that is being amortized over the expected life of the debt.

The terms of 2023 Notes provide for:

interest rate fixed at 10.0 % per annum;

maturity date of April

30, 2024 , as amended pursuant to the Second Amendment from December 31, 2023, subject to consummation of the Business

Combination (see Note 28) on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which

may result in an event of default if not consummated, and a prepayment requirement to apply a portion of the net proceeds from the

Business Combination to repay $ 8,000

(and any additional amounts borrowed pursuant to the incremental borrowing arrangement described above) under the notes;

provision for the failure to repay the $ 8,000 prepayment requirement in full with the proceeds of the Business Combination or failure

to consummate the Business Combination by April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, will

result in an event of default under the notes;

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

debt issuance cost incurred under the debt modifications pursuant to the First Amendment are being amortized over the term of the

The debt modification pursuant to the Second Amendment resulted in the unamortized debt issuance cost being amortized

over the extended term of the 2023 Notes.

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

subsequent agreement to a forbearance period through the earlier of the following:

(a) April 30, 2024;

the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (collectively the “forbearance”) ( further details are provided for under the heading Arena Loan

Agreement in Note 28).

of December 31, 2023, the effective interest rate on the 2023 Notes was 14.2 %.

As of December 31, 2023,

the current balance outstanding under the 2023 Notes was $ 7,887 , net of unamortized cost of $ 113 , with the principal balance due of $ 8,000 ,

subject to the forbearance.

for the years ended December 31, 2023 and 2022, with respect to interest expense related to the 2023 Notes is provided under the heading

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.

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.

December 15, 2022, the Company issued $ 36,000

aggregate principal amount of senior secured

notes (the “2022 Bridge Notes”) pursuant to the Note Purchase Agreement.

In connection with the issuance of the notes, the

Company received net proceeds of $ 34,728

and incurred debt costs of $ 1,272

that were being amortized over the expected life

As of December 31, 2022, the balance outstanding under the 2022 Bridge Notes was $ 34,805

principal balance less unamortized debt costs

of $ 1,195 ),

that was modified during the year ended December 31, 2023 (further details are provided under the heading 2022 Bridge Notes in

Long-term Debt

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

to the Note Purchase Agreement, as amended by the First Amendment and Second Amendment ( as further described

under the heading Principal Stockholders in Note 26), as of December 31, 2023 and 2022, 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”) and the 2022 Bridge Notes, as further

described below.

The terms of the Senior Secured Notes

terms of the Senior Secured Notes provide for:

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

8 unchanged sentences

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 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of the Business

Combination (see Note 28) on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which

may result in an event of default if not consummated, and subject to certain acceleration conditions;

Company to enter into the 2022 Bridge Notes for $ 36,000 and to increase the line of credit with SLR in an aggregate principal amount

not to exceed $ 40,000 .

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

3 unchanged sentences

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 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of

the Business Combination on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which

may result in an event of default if not consummated, and subject to certain acceleration terms.

to the First Amendment, the 2022 Bridge Notes outstanding as of December 31, 2022 were amended and reclassified from a current liability

to a noncurrent liability.

In connection with the debt modification, the Company incurred debt issuance costs of $ 100 that are being amortized

over the life of the 2022 Bridge Notes and a portion of the note maturity was extended as further described below.

The terms of the 2022 Bridge Notes provide

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,

maturity date of December 31, 2026 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of

the Business Combination on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which

may result in an event of default if not consummated, and 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

prepayment requirement to apply a portion of the net proceeds from the Business Combination to repay $ 20,000 of the principal balance

under the notes upon the earlier of April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023 or the closing

of the Business Combination;

provision for the failure to repay the $ 20,000 prepayment requirement in full with the proceeds of the Business Combination or failure

to consummate the Business Combination by April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, will

result in an event of default under the notes;

(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.

following table summarizes the debt:

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

As of December 31, 2023

As of December 31, 2022

Senior Secured Notes, effective interest rate of 10.1% as of December 31, 2023, as amended, matures December 31, 2026, subject to acceleration

Senior Secured Notes, effective interest rate of 10.1 % as of December 31, 2023, as amended

Delayed Draw Term Notes, effective interest rate of 10.2 % as of December 31, 2023, as amended

2022 Bridge Notes, effective interest rate of 10.2 % as of December 31, 2023, as amended

debt issuance costs incurred under the debt modification pursuant to the First Amendment are being amortized over the term of the

long-term debt.

The debt modification pursuant to the Second Amendment resulted in the unamortized debt issuance cost being

amortized over the extended term of the long-term debt.

December 29, 2023, the Company failed to make the interest payment due on the Secured Senior Notes, Delayed Draw Term Notes and 2022

Bridge Notes (collectively the “debt”) resulting in an event of default with subsequent agreement to a forbearance

period through the earlier of the following:

(a) April 30, 2024;

the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (or the forbearance) (further details are provided for under the heading Arena Loan Agreement in Note

As of December 31, 2023,

the current maturities of the debt were $ 102,309 , with the principal balance due of $ 102,691 , subject to the forbearance.

for the years ended December 31, 2023 and 2022 with respect to interest expense related to long-term debt is provided below.

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:

of Interest Expense

Years Ended December 31,

Summary of Interest Expense

Ended December 31,

Amortization of debt costs:

Line of credit

Senior Secured Notes

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2022 Bridge Notes

Total amortization of debt costs

Total amortization of

Noncash and accrued interest:

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2022 Bridge Notes

Line of credit termination fee

Other accrued interest

Total noncash and accrued interest

Line of credit termination

accrued interest

Total noncash and accrued

Cash paid interest:

Line of credit

Simplify Loan

Senior Secured Notes

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Total interest expense

(1) During the year ended December 31, 2023, the Company recorded interest income of $ 338 related

to the refunds received from the employee retention credits.

and accrued interest of $ 204 as of December 31, 2022 related to the 2022 Bridge Notes, was paid in cash during the year ended December

(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.

Preferred Stock

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shares as of December 31, 2024 as follows:

authorized shares designated as “Series G Convertible Preferred Stock” (as further described below), of which 168 shares

are outstanding as of December 31, 2023 and 2022.

authorized shares designated as “Series H Convertible Preferred Stock” (as further described below), of which none and

14,356 shares were outstanding as of December 31, 2023 and 2022, respectively.

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

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Stockholders’ Deficiency

Company has the authority to issue 1,000,000,000 shares of common stock, as the result of filing on December 18, 2020, a Certificate

of Amendment with the Secretary of the State of Delaware to increase the number of authorized shares of its common stock from 100,000,000

shares to 1,000,000,000 shares.

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

Further information is provided in Note 24.

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

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

The net proceeds were intended for working capital

and other general corporate purposes.

Further information is provided in Note 24.

Stock for Series H Preferred Stock – During the years ended December 31, 2023 and 2022, the Company recorded the issuance of

1,981,128 (of which 1,759,224 were issued in accordance with the automatic mandatory conversion) and 97,980 shares of common stock, respectively,

upon conversion of 14,356 (of which 12,748 were issued were issued in accordance with the automatic mandatory conversion) and 710 shares

of Series H Preferred Stock, respectively, 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 ) and $ 710 (representing 710 shares of Series H Preferred Stock at

$ 1,000 stated par value per share), respectively, as reflected on the consolidated statements of stockholders’ deficiency.

Stock for Acquisitions – During the years ended December 31, 2023 and 2022, the Company recorded the issuance of 274,692 and

330,863 shares of the Company’s common stock, respectively, as reflected on the consolidated statements of stockholders’

deficiency as follows:

(i) 274,692 shares issued 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;

and (ii) 330,863 shares issued consisted of (a) 314,103 shares

issued pursuant to the Parade stock acquisition on April 1, 2022, with a fair market value of $ 3,141 , as further described in Note 4;

and (b) 16,760 shares issued on March 9, 2022, pursuant to an asset acquisition entered into March 9, 2020 with no fair value recognized

at the time of issuance.

Stock for Liquidated Damages – During the years ended December 31, 2023 and 2022, 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 and 505,655 , respectively,

shares of its common stock, as follows:

(i) 47,252 shares of common stock were issued to the investor in lieu of an aggregate of $ 499

owed in liquidated damages as of the conversion date ($494 as of December 31, 2022 plus $5 in additional interest through 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;

and (ii) 505,655 shares

of common stock were issued at a price equal to $ 13.86 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 investors in lieu of an aggregate of $ 7,008 owed

in liquidated damages, where the Company recorded $ 6,685 in connection with the issuance of shares of the Company’s common stock

and recognized a gain of $ 323 on the settlement of the liquidated damages, both of which were recorded as additional paid-in capital

on the consolidated statements of stockholders’ deficiency.

In connection with the 505,655 shares of common stock issued, the Company

filed a registration statement covering the resale of those shares of the Company’s common stock.

Stock Units – The Company issued, in connection with the vesting of restricted stock units, 429,528 shares of the Company’s

common stock and 832,233 shares of the Company’s common stock (as described in Note 22) during the years ended December 31, 2023

and 2022, respectively, as reflected on the consolidated statements of stockholders’ equity.

Stock Withheld – The Company recorded the repurchase of vested restricted common stock of 202,382 shares for the payment for

taxes of $ 1,423 , and 373,394 shares for the payment for taxes of $ 4,468 , during the years ended December 31, 2023 and 2022, respectively,

as reflected on the consolidated statements of stockholders’ deficiency.

of Stock Options – The Company recorded the exercise of 795 and 96,408 common stock options for shares of the Company’s

common stock for cash of $ 0 and $ 95 , during the years ended December 31, 2023 and 2022, respectively, as reflected on the consolidated

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.

Stock to be Issued – In connection with the Say Media merger on December 12, 2018, the Company issued 38,582 and 7,851

shares of the Company’s common stock during the year ended December 31, 2023 and 2022, respectively, which were required to be issued

as of January 1, 2022.

Services – During the year ended December 31, 2022, the Company issued, in connection with entering into several professional

services agreements, 14,617 shares of the Company’s common stock ( 14,617 shares consisted of 1,134 shares issued on January 12,

2022 at $ 13.20 and 13,483 shares issued on January 26, 2022 at $ 12.54 ) that were recorded at the trading price on the issuance date of

$ 184 , as reflected on the consolidated statements of stockholders’ deficiency.

Stock Public Offering – On February 15, 2022 and March 11, 2022, the Company raised gross proceeds of $ 34,498 pursuant to a

firm commitment underwritten public offering of 4,181,603 shares of the Company’s common stock (on February 15, 2022 the Company

issued 3,636,364 shares and on March 11, 2022 the Company issued 545,239 shares pursuant to the underwriter’s overallotment that

was exercised on March 10, 2022), at a public offering price of $ 8.25 per share.

The Company received net proceeds of $ 32,058 , after

deducting underwriting discounts and commissions and other offering costs payable by the Company of $ 2,440 to B.

Riley (see Note 26).

In addition, the Company directly incurred offering costs of $ 1,568 and recorded $ 30,490 upon the issuance of its common stock, as reflected

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

2 unchanged sentences

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

summary of the restricted stock award activity during the year ended December 31, 2023 is as follows:

Summary of Restricted Stock Award Activity

stock awards outstanding at January 1, 2023

stock awards outstanding at December 31, 2023

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the restricted stock awards is

provided under the heading Stock-Based Compensation in Note 22.

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 15), which have not been issued as of December 31, 2023, as reflected on the consolidated statements of

stockholders’ deficiency as common stock to be issued (see Note 15).

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 (the “Financing Warrants”), all of which have expired.

summary of the Financing Warrants activity during the year ended December 31, 2023 is as follows:

Summary of Warrant Activity

Financing Warrants outstanding at January 1, 2023

Financing Warrants outstanding at December 31, 2023

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

2 unchanged sentences

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

The AllHipHop Warrants were

in exchange for the surrender and termination of 6,819 previously issued Publisher Partner Warrants.

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 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 (the “Time-Based

Warrants”) 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”).

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

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).

of December 31, 2023, 399,816 Time-Based Warrants vested and 599,724 Performance-Based Warrants vested as of the issuance date

of these consolidated financial statements were issued (further details are provided under the heading ABG Warrants in Note 28 as to the full vesting of the ABG Warrants in January 2024).

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

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

the year ended December 31, 2023 and 2022, the Company issued restricted stock units to various employees and members of the board subject

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.

6 unchanged sentences

Number of Shares

Weighted Average Grant-Date Fair

Restricted stock units outstanding at January 1, 2024

Issuance of common stock for restricted stock units

Restricted stock units outstanding at December 31, 2024

2 unchanged sentences

to certain provisions, resulting in no incremental cost.

November 22, 2022, the Company modified 232,816 restricted stock units that were issued to one former employee (Ross Levinsohn) to remove

the market trading volume condition, resulting in incremental cost of $ 321 at the modification date.

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

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During the year ending December

31, 2024, the Company expects to repurchase approximately 295,000 shares of its common stock upon conversion of restricted stock units

that are expected to vest and be released during the period.

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.

with respect to stock-based compensation cost related to the restricted stock units is included within the Restricted Stock caption under

the heading Stock-Based Compensation .

Stock Options

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NYSE American.

The fair value of common stock option awards granted during the year ended December 31, 2022 was calculated using the

Black-Scholes option-pricing model for the time-based under the Probability Weighted Scenarios, prior to the Company’s common stock

being listed on the NYSE American.

The assumptions utilized are as follows:

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3.46 % - 4.82 %

0.97 % - 1.44 %

Expected dividend yield

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46.43 % - 47.27 %

82.00 % - 137.00 %

Expected life

3.0 – 6.0 years

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

1 unchanged sentence

Common stock options outstanding at January 1, 2024

( 2,129,646 )

Common stock options outstanding at December 31, 2024

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restricted stock units outstanding.

aggregate grant date fair value of common stock options granted during the years ended December 31, 2023 and 2022 was $ 610 and $ 7,194 ,

respectively.

The weighted-average grant-date fair value of common stock options granted during the years ended December 31, 2023 and

2022 were $ 2.12 and $ 5.25 , respectively.

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.

4 unchanged sentences

its common stock upon exercise of common stock options to cover the tax obligations and any cashless exercise.

In addition, the Company’s

policy is to issue new shares of its common stock upon exercise of common stock options.

was no intrinsic value of exercisable but unexercised in-the-money common stock option awards as of December 31, 2023 based on a fair

market value of the Company’s common stock of $ 2.38 per share on December 31, 2023.

exercise prices under the common stock options outstanding and exercisable are as follows as of December 31, 2023:

Schedule of Exercise Prices of Common Stock Options

$ 2.48 to $ 10.50

$ 10.51 to $ 15.52

$ 15.53 to $ 20.54

$ 20.55 to $ 25.56

$ 25.57 to $ 30.58

$ 30.59 to $ 35.60

$ 35.61 to $ 40.62

$ 40.63 to $ 48.40

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

17 unchanged sentences

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 28) (the “conditions”).

Incremental 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.

Stock Option Repricing

March 18, 2022, the Company approved a repricing of certain outstanding stock options (the “Stock Option Repricing”) granted

under the Company’s 2016 Plan and 2019 Plan that had an exercise price above $ 8.82 per share, as well as certain outstanding stock

options held by senior management of the Company under the Outside Options.

The Stock Options Repricing was approved by the Board and

stockholders.

As a result of the Stock Option Repricing, the exercise prices were set to $ 8.82 per share, which was the closing sale

price of the Company’s common stock as listed on the NYSE American exchange on March 18, 2022.

Except for the repricing of the

stock options under the 2019 Plan, all terms and conditions of each stock option remain in full force and effect.

For the repricing of

the stock options under the 2019 Plan, the Company (i) modified the exercise price;

(ii) will allow cashless exercise as a method of

paying the exercise price, and (iii) will waive a lock-up provision in the stock option agreements.

All other term and conditions of

each of the stock options under the 2019 Plan remain in full force and effect.

Stock Option Repricing of approximately 4,343,017 stock option grants (for 340 employees) that were issued to employees of the Company,

including senior management, resulted in incremental cost of $ 6,061 , of which $ 143 was recognized at the time of the Stock Option Repricing

for the fully vested awards and included on the consolidated statements of operations, and $ 5,918 will recognized over the remaining

vesting term of the original award at the repricing date.

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the common stock options is provided

under the heading Stock-Based Compensation .

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

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Number of Shares

Weighted Average

Weighted Average Remaining Contractual Life

Exercise Price

5 unchanged sentences

Warrants is provided in Note 27.

exercise prices of the ABG Warrants outstanding and exercisable are as follows as of December 31, 2023.

Schedule of Exercise Prices of Common Stock Options

with respect to compensation cost and unrecognized compensation cost related to the ABG Warrants is provided under the heading Stock-Based

Compensation .

Partner Warrants

1 unchanged sentence

December 31, 2023.

As of December 31, 2023, there are no Publisher Partner Warrants outstanding.

Publisher Partner Warrants

summary of the New Publisher Partner Warrants activity during the year ended December 31, 2023 is as follows:

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

New Publisher Partner Warrants outstanding at January 1, 2023

New Publisher Partner Warrants outstanding at December 31, 2023

New Publisher Partner Warrants exercisable at December 31, 2023

New Publisher Partner Warrants not vested at December 31, 2023

New Publisher Partner Warrants available for future grants at December 31, 2023

was no intrinsic value of exercisable but unexercised in-the-money New Publisher Partner Warrants since the fair market value of $ 2.38

Publisher Partner Warrants outstanding at January 1, 2024

Publisher Partner Warrants outstanding at December 31, 2024

Publisher Partner Warrants exercisable at December 31, 2024

Publisher Partner Warrants not vested at December 31, 2024

Publisher Partner Warrants available for future grants at December 31, 2024

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.

exercise prices of the New Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2023.

Schedule of Exercise Prices of Common Stock Options

compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2024 and 2023 are summarized

1 unchanged sentence

Year Ended December 31, 2024

Stock Options

Restricted Stock

Cost of revenue

5 unchanged sentences

Year Ended December 31, 2023

Stock Options

Restricted Stock

Cost of revenue

7 unchanged sentences

As of December 31, 2024

Stock Options

Restricted Stock

Unrecognized compensation expense

Weighted average period expected to be recognized (in years)

Liquidated Damages

the years December 31, 2023 and 2022, the Company recorded liquidated damages of $ 583 and $ 1,140 (including accrued interest of $ 583

and $ 652 ), respectively.

During the year December 31, 2022, liquidated damages of $ 488 were recorded as a result of Registration Rights

Damages resulting from not registering the Series K convertible preferred stock timely.

components of the (provision) benefit for income taxes consist of the following:

15 unchanged sentences

Tax credit carryforwards

Allowance for doubtful accounts

Allowance for credit losses

Accrued expenses and other

Termination fee liability

Lease termination

8 unchanged sentences

Deferred tax liabilities:

Acquisition-related intangibles

Acquired and other intangible assets

Depreciation and amortization

Operating lease liability

Total deferred tax liabilities

36 unchanged sentences

2016 and utilization of the carryforwards would be limited such that the majority of the carryforwards will never be available.

the Company has not recorded those net operating loss carryforwards and credit carryforwards in its deferred tax assets.

completed a preliminary section 382 analysis as of December 31, 2023 and 2022 and concluded it may have experienced an ownership change

as a result of certain equity transactions during the rolling three-year period of 2021 to 2023.

The Company 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 effect.

The federal, state, and local net operating loss

carryforwards are stated net of any such anticipated limitations as of December 31, 2023 and 2022.

provision (benefit) for income taxes on the statements of operations differs from the amount computed by applying the statutory federal

income tax rate to loss before the benefit for income taxes, as follows:

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

5 unchanged sentences

Interest expense

Gain upon debt extinguishment

Lease termination

Other differences, net

Valuation allowance

Other permanent differences

Income tax provision (benefit) and effective income tax rate

15 unchanged sentences

The Company currently is under examination by a state tax authority.

Pension Plans

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

5 unchanged sentences

Related Party Transactions

Company has an outstanding obligation with Renew, an affiliated entity of Simplify, where Renew purchased the all the outstanding

debt held by BRF Finance Co., LLC (“BRF”) an affiliated entity of B.

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

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.

further described below), who now holds the debt in its capacity as agent for the purchasers and as purchaser, pursuant to the third

amended and restated note purchase agreement entered into on December 15, 2022 (the “Note Purchase Agreement”), as

amended by the first amendment to the Note Purchase Agreement on August 14, 2023 (the “First Amendment”) with an

effective date of August 31, 2023, as further amended by the second amendment to the Note Purchase Agreement on December 1, 2023

(the “Second Amendment”).

The Note Purchase Agreement contains provisions related to the 2023 Notes, Senior Secured

Notes, Delayed Draw Term Notes and 2022 Bridge Notes, all as further described above and referred to as the “Notes”.

Under the terms of the

Note Purchase Agreement, First Amendment and Second Amendment, in the event there is a mandatory prepayment requirement, the

principal payment of the Notes will be applied to:

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;

(3) then to the Delayed Draw Terms 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 provide for certain affirmative covenants, including certain financial reporting

November 30, 2023, Simplify entered into a stock purchase and assignment agreement (the “Stock Purchase Agreement”),

pursuant to which it purchased an aggregate of 10,512,236

shares of the Company’s common stock for aggregate consideration of $ 30,485

on December 1, 2023 from B.

Riley and other affiliated entities of B.

Riley and certain other sellers (collectively the “Sellers”),

resulting in Simplify becoming a principal stockholder and the Sellers no longer owning any of the Company’s common stock.

November 30, 2023, Renew, an affiliated entity of Simplify and a principal stockholder, and BRF, an affiliate of the Sellers, entered into a securities purchase

and assignment agreement (the “Debt Purchase Agreement”), pursuant to which BRF sold and assigned to Renew all of BRF’s

rights, duties, liabilities and obligations pursuant to the Note Purchase Agreement, as amended, and the Notes purchased thereunder and

the collateral securing such Notes on December 1, 2023 (further details are provided under the heading Arena Loan Agreement

in Note 28), resulting in BRF no longer holding any debt securities of the Company.

The aggregate principal balance under the Notes was $ 110,691 at the time of purchase by Renew.

of November 30, 2023, Daniel Shribman, Chief Investment Officer of BRF, and Todd Sims, President of B.

Riley Venture Capital, a subsidiary

of BRF, resigned as members of the Board of the Company.

the years ended December 31, 2023 and 2022, the Company paid in cash interest of $ 9,068 and $ 7,132 , respectively, on the Notes due to

BRF, an affiliated of B.

Riley, a former principal stockholder.

the year ended December 31, 2023, the Company incurred interest of $ 2,797 for the period from October 1, 2023 to December 31, 2023 on

the Notes held by Renew, an affiliated entity of Simplify, a principal stockholder, where the Company defaulted on the payment of $ 2,797

interest due on December 29, 2023.

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.

Riley, a former principal stockholder, at

a price per share of $ 3.88 per share.

August 10, 2023, the Series H Preferred Stock automatically converted into shares of the Company’s common stock at the conversion

price of $ 7.26 per share, of which 134,550 shares were issued to B.

Riley, a former principal stockholder.

August 31, 2023, September 29, 2023 and November 27, 2023, in connection with the 2023 Notes, BRF, an affiliated entity of B.

a former principal stockholder, issued $ 5,000 , $ 1,000 and $ 2,000 , respectively, in aggregate principal amount under the 2023 Note, where

the Company incurred fees of $ 357 .

Company entered into transactions with B.

Riley, a former principal stockholder, where it borrowed funds under the 2022 Bridge Notes

of $ 36,000 during the year ended December 31, 2022.

the year ended December 31, 2022, the Company had certain transactions with B.

Riley, a former principal stockholder, where it paid fees

associated with the common stock public offering totaling $ 2,440 .

Direct Offering

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:

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 2002Trust - NLA);

(ii) 195,529 shares for $ 759 to 180 Degree Capital Corp, a beneficial holder of more than 5% of the Company’s common stock;

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, an executive officer.

of Restricted Stock

December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to

certain employees in connection with the HubPages merger, pursuant to which the Company agreed to repurchase from certain key personnel

of HubPages, Inc., including Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of 764 shares of the Company’s

common stock at a price of $ 88.00 per share each month for a period of 24 months, for aggregate proceeds to Mr.

Edmondson and his spouse

of $ 67 per month.

For year ended December 31, 2022, the Company paid Mr.

Edmonson and his spouse $ 269 for 3,056 shares of the Company’s

common stock.

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.

Commitments and Contingencies

and Litigation – From time to time, the Company may be subject to claims and litigation arising in the ordinary course of

The Company is not currently a party to any pending or threatened legal proceedings that it believes would reasonably be

expected to have a material adverse effect on the Company’s business, financial condition, results of operations or cash

Further information is provided under the heading Legal Contingencies in Note 28.

connection with the Athlon working capital adjustment (as previously disclosed in Note 4), the Company prepared the working capital adjustment.

The sellers are challenging the Company’s adjustments and both parties have agreed to a standstill and tolling agreement while

the adjustments are being reviewed and discussed.

The amount due from this challenge, if any, is not estimatable as of the issuance date

of these consolidated financial statements.

Fees – The Company guaranteed minimum annual royalties of $ 15,000 to ABG.

The initial term of the minimum guarantee will expire

December 31, 2029.

Further details are provided under the heading Sports Illustrated Licensing Termination Rights in Note 28.

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 .

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.

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.

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

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.

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

For the Year Ended December 31, 2024

Sports & Leisure

Digital advertising

Digital subscriptions

Publisher Revenue

Performance Marketing

Other digital revenue

Total digital revenue

Print revenue

External Cost of Content (1)

Internal Cost of Content (1)

Technology costs (1)

Print, distribution and fulfillment costs (1)

Other segment items (1)

Segment gross profit (1)

Reconciliation of Segment Gross Profit to Net Income (Loss) Before Income Taxes:

Unallocated cost of revenue amounts:

Internal cost of content

Technology costs

Amortization of developed technology and platform development

Selling and marketing

General and administrative

Depreciation and amortization

Interest expense, net

Loss on impairment of assets

Change in valuation of contingent consideration

Liquidated damages

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

For the Year Ended December 31, 2023

Sports & Leisure

Digital advertising

Digital subscriptions

Publisher Revenue

Performance Marketing

Other digital revenue

Total digital revenue

Print revenue

External Cost of Content (1)

Internal Cost of Content (1)

Technology costs (1)

Print, distribution and fulfillment costs (1)

Other segment items (1)

Segment gross profit (1)

Reconciliation of Segment Gross Profit to Net Income (Loss) Before Income Taxes:

Unallocated cost of revenue amounts:

Internal cost of content

Technology costs

Amortization of developed technology and platform development

Selling and marketing

General and administrative

Depreciation and amortization

Interest expense, net

Loss on impairment of assets

Change in valuation of contingent consideration

Liquidated damages

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

2 unchanged sentences

or disclosures on the consolidated financial statements.

Arena Loan Agreement

January 5, 2024, as part of negotiations with Renew, in connection with the Company’s failure on December 29, 2023 to make the

interest payment due on the Arena Loan Agreement, dated December 15, 2022 held by Renew (the “Arena Notes”) in the

amount of $ 2,797 ,

that resulted in an event of default under the Arena Notes (the “Arena Notes Default”), Renew agreed in writing to a

forbearance period through March 29, 2024, subject to the Company retaining a chief restructuring officer acceptable to

Renew, while reserving its rights and remedies.

The outstanding principal on the Arena Notes was $ 110,691

as of December 31, 2023.

In addition, while the Company continues discussions with Renew to restructure and/or amend the Arena

Notes, the Board engaged, and Renew accepted, FTI Consulting Inc., (“FTI”), a global business advisory firm, 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 interim

President in addition to his role as the Company’s Chief Business Transformation Officer, as referenced below.

On March 27, 2024, the

forbearance period was extended through the earlier of the following:

(a) April 30, 2024 ;

the occurrence of the closing of the Business Combination (as further described below) and (c) the termination of the Business Combination

prior to closing.

Illustrated License Termination Rights

January 2, 2024, the Company failed to make a quarterly payment due to ABG, pursuant to the Licensing Agreement, of $ 3,750 (the “ABG

On January 3, 2024, ABG issued a notice of breach with the intent to exercise its right of termination.

On January 18,

2024, ABG notified the Company of its intention to terminate the Licensing Agreement, effective immediately, in accordance with its rights

under the Licensing Agreement.

Upon such termination, a fee of $ 45,000 became immediately due and payable by the Company to ABG pursuant

to the terms and conditions of the Licensing Agreement.

On March 18, 2024, ABG announced it had reached an agreement in principle with

a third party that will become the new operator of the Sports Illustrated media business.

The Company is engaging in continuing discussions

with ABG regarding the timing and terms of the transition of the Sports Illustrated media business to this third party.

January 2, 2024, in connection with the ABG Default, the Performance-Based Warrants totaling 599,724 vested as a result of the default

pursuant to certain provisions where all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG.

and Appointments

On January 3, 2024, the Board appointed

Jason Frankl as Chief Business Transformation Officer of the Company, effective immediately, reporting directly to the Board.

January 4, 2024, the Board accepted the resignation of Manoj Bhargava from his position as interim Chief Executive Officer effective

January 19, 2024, the Company accepted the resignation of Ross Levinsohn, the Company’s former Chief Executive Officer and Chairman

of the Board.

January 23, 2024, the Board appointed Jason Frankl as interim President of the Company, effective immediately, reporting directly to

January 23, 2024, the Board appointed Cavitt Randall as Chairman of the Board, effective immediately.

February 9, 2024, the Board appointed Cavitt Randall as the Company’s Chief Executive Officer, effective February 13, 2024.

February 16, 2024, the Board appointed Manoj Bhargava as the Company’s Co-President, effective immediately.

February 9, 2024, New Arena Holdco, Inc.

(“New Arena”), a wholly owned subsidiary of the Company, filed a Registration Statement

on Form S-4 (File No.

333-276999) with the SEC in connection with the Business Combination Agreement by and among the Company, Simplify,

Bridge Media Networks, LLC (“Bridge Media”), New Arena and the other parties dated November 5, 2023, as amended on December

1, 2023 (the “Transaction Agreement”), that provides for the Company to combine its operations with those of Bridge Media,

a wholly owned subsidiary of Simplify by way of a series of mergers with and among New Arena (the “Mergers”), subject to

customary conditions, including the approval by the Company’s shareholders and certain regulatory approvals.

Immediately following

the Mergers, the Transaction Agreement provides for:

(i) the purchase by The Hans Foundation USA, a nonprofit nonstock corporation (the

“Hans Foundation”) of 25,000 shares of New Arena Series A Preferred Stock, par value $ 0.0001 per share, at a purchase price

of $ 1,000.00 per share, for an aggregate purchase price of $ 25,000 (such amount, the “Preferred Stock Financing Amount,”

and such financing, the “Preferred Stock Financing”) pursuant to the subscription agreement, dated as of November 5, 2023

(the “Preferred Stock Subscription Agreement”), by and between New Arena and the Hans Foundation;

and (ii) the purchase by

5-Hour International Corporation Pte.

(“5-Hour”) of 5,000,000 shares of New Arena common stock, par value $ 0.0001 per

share at a purchase price of $ 5.00 per share, for an aggregate purchase price of $ 25,000 (such amount, the “Common Stock Financing

Amount,” such financing, the “Common Stock Financing”) pursuant to the subscription agreement, dated as of November

5, 2023 (the “Common Stock Subscription Agreement”), by and between New Arena and 5-Hour.

Further, concurrently with the

closing of the Mergers, pursuant to that certain Committed Equity Facility Term Sheet, dated November 5, 2023, by and between Arena and

Simplify (the “Committed Equity Facility Term Sheet”), New Arena will enter into a Stock Purchase Agreement (the “Stock

Purchase Agreement”) with Simplify, pursuant to which Simplify will agree to purchase, at New Arena’s request, up to $ 20,000

in aggregate purchase price of shares of New Arena common stock from time to time during the 12 months following the closing date at

a price per share equal to the lesser of (i) the volume-weighted average price of the New Arena common stock for the last sixty trading

days prior to the purchase date and (ii) $ 3.86 per share (the “Equity Line of Credit”), along with New Arena 60,000 shares

of New Arena’s common stock as payment of a 1.5 % commitment fee.

following the closing, (i) Simplify will own approximately 79 % of the outstanding shares of New Arena common stock, par value $ 0.0001

per share, on a fully diluted basis, (ii) 5-Hour will own approximately 6 % of the outstanding New Arena common stock and (iii) former

Arena stockholders will own the remaining outstanding New Arena common stock.

Such amounts exclude the ownership of shares of New Arena

common stock that may be issued from time to time pursuant to the Equity Line of Credit.

Following the closing, Arena common stock will

be delisted from the NYSE American and deregistered under the Securities Exchange Act of 1934, as amended, and cease to be publicly traded.

New Arena and its subsidiaries will operate under Arena’s current name “The Arena Group Holdings, Inc.” The Company anticipates that New Arena

common stock will be traded on the NYSE American under Arena’s current stock ticker symbol “AREN.”

Stock Private Placement

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, par value $ 0.01 per share, 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.

Placement closed on February 14, 2024 and the Company received net proceeds from the Private Placement of approximately $ 12,000 .

Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

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

Following the issuance of the Private Placement Shares to Simplify, Simplify owns approximately 54.5 % 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.

The funds used by Simplify to purchase the Private Placement Shares came

from the working capital of Simplify.

Credit Agreement Default

Arena Notes Default created an event of cross-default under the Arena Credit Agreement with SLR (the “SLR Default”), resulting

in SLR no longer providing for any additional funding under the debt, while paying down the debt with payments received from the

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

The Company has refinanced the line of credit with a new

credit facility with Simplify (as described below under the heading Simplify Loan ).

As of the issuance date of the

consolidated financial statements, there was no principal amount due under the Arena Credit Agreement.

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 and then on the 15th day

of each March, April and May of 2024 comprised of the following:

(i) $2,225 pursuant to the 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.

March 13, 2024, the Company entered into a working capital loan with Simplify (the “Simplify Loan”), pursuant to which the Company has available up to

$ 25,000 at 10 %

interest rate per annum.

The loan is secured by certain assets of the Company.

On closing, the Company borrowed

of which $ 3,448

was used to repay the outstanding loan balance, accrued interest, certain fees and contingency reserves under the Arena Credit

Legal Contingencies

On January 30, 2024, the former President of

Media filed an action against the Company and Manoj Bhargava, 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, and seeking damages in an unspecified amount.

The Company believes that it has strong defenses to these claims and intends to vigorously defend itself and the allegations

made in this lawsuit.

On March 21, 2024, the former CEO and Chairman of

the Board filed an action against the Company, members of the 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 believes that it has strong defenses to these claims and intends to vigorously

defend itself and the allegations made in this lawsuit.

From January 1, 2024 through the date these consolidated

financial statements were issued, the Company issued 378,292 shares of its common stock as follows:

(i) 36,608 shares to members of the

(ii) 256,853 shares pursuant to vested restricted stock units that were released;

and (iii) 84,831 shares to certain former employees.

January 1, 2024 through the date these consolidated financial statements were issued, the Company granted common stock options and restricted

stock units totaling 22,843 and 222,396 , respectively, to acquire shares of the Company’s common stock to officers, directors,

employees and consultants.

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.

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