Arena Group Holdings, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based on that evaluation, our management, including our Chief Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management evaluated the effectiveness of our internal control over financial reporting based on the Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Based on our evaluation under the framework in COSO, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024 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. We have identified the following material weaknesses: (i) Our finance and accounting policies, including those governing revenue recognition, expense recognition, and balance sheet valuation principles and methodologies, have not been fully documented; and 41 (ii) We did not maintain a sufficient system of internal controls to validate data provided by certain third party service providers including: i. A third party providing print subscription management services; ii. A third party advertising partner; and iii. A third party providing ad serving services. These 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; (ii) Obtain, review, and map a System and Organization Controls – SOC 1 Type 2 report from third party service providers for the effectiveness of controls relevant to any third party data relied upon in accounting and financial reporting for any third parties noted above which continue to support the business; (iii) Review all information provided by third parties directly and through third party portals to ensure specific reports upon which we rely are covered by third party or end user controls within each SOC 1 Type 2 report; and (iv) Implement additional controls to require documented review of any amendments to third party agreements by finance and accounting personnel to ensure appropriate accounting treatment. We 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. We believe that, notwithstanding the material weaknesses mentioned above, the consolidated financial statements contained in this Annual Report present fairly, in all material respects, the consolidated balance sheets, statements of operations and comprehensive 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. This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report. Changes in Internal Control over Financial Reporting Except 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. Inherent Limitations on the Effectiveness of Controls The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting. 42 Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Part III Item 10. Directors, Executive Officers and Corporate Governance The information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, 2024. Item 11. Executive Compensation The information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, 2024. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, 2024. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, 2024. Item 14. Principal Accountant Fees and Services The information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, 2024. Part IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this Annual Report: 1. Index to Consolidated Financial Statements . Our consolidated financial statements and the Report of Independent Registered Public Accounting Firms are included in Part IV of this Annual Report on the pages indicated: Page Report of Independent Registered Public Accounting Firm (PCAOB No. 185) F-2 Report of Independent Registered Public Accounting Firm (PCAOB No. 688) F-3 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-4 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023 F-5 Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2024 and 2023 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-8 Notes to Consolidated Financial Statements F-9 2. Financial Statement Schedules . Schedule II – Valuation and Qualifying Accounts from Continuing Operations for the Years Ended December 31, 2024 and 2023. 43 Exhibit Description 2.1 Agreement and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018. 2.2 Amendment to Agreement and Plan of Merger, dated as of April 25, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.2 to our Annual Report on Form 10-K filed on January 8, 2021. 2.3 Second Amendment to Agreement and Plan of Merger, dated as of June 1, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on June 4, 2018. 2.4 Third Amendment to Agreement and Plan of Merger, dated as of May 31, 2019, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.4 to our Annual Report on Form 10-K filed on January 8, 2021. 2.5 Fourth Amendment to Agreement and Plan of Merger, dated as of December 15, 2020, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2020. 2.6 Amended and Restated Asset Purchase Agreement, dated as of August 4, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 9, 2018. 2.7 Amendment to Amended and Restated Asset Purchase Agreement, dated as of August 24, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 29, 2018. 2.8 Agreement and Plan of Merger, dated as of October 12, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 17, 2018. 2.9 Amendment to Agreement and Plan of Merger, dated as of October 17, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 17, 2018. 2.10 Agreement and Plan of Merger, dated as of June 11, 2019, by and among the Company, TST Acquisition Co., Inc., and TheStreet, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 12, 2019. 2.11 Asset Purchase Agreement, dated December 7, 2022, by and among The Arena Media Brands, LLC, Weider Publications, LLC and A360 Media, LLC, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on December 20, 2022. 2.12 Amendment No. 1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023. 44 3.1 Amended and Restated Certificate of Incorporation of the Registrant, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 13, 2021. 3.2 Third Amended and Restated Bylaws, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on January 17, 2025. 3.3 Certificate of Elimination of Series F Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 13, 2021. 3.4 Certificate of Elimination of Series I Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed September 13, 2021. 3.5 Certificate of Elimination of Series J Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.3 to our Current Report on Form 8-K filed September 13, 2021. 3.6 Certificate of Elimination of Series K Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.4 to our Current Report on Form 8-K filed September 13, 2021. 3.7 Certificate of Amendment as filed with the Delaware Secretary of State on January 20, 2022, which was filed Exhibit 3.1 to our Current Report on Form 8-K filed January 26, 2022. 3.8 Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 26, 2022, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed January 26, 2022. 3.9 Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 3, 2022, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed February 9, 2022. 3.10 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023. 4.1 Specimen Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No. 1 to Registration Statement on Form SB-2/A (Registration No. 333-48040) on September 23, 1996. 4.2 Common Stock Purchase Warrant issued on June 6, 2018 to L2 Capital, LLC, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 12, 2018. 4.3 Common Stock Purchase Warrant issued on June 15, 2018 to Strome Mezzanine Fund LP, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed on June 21, 2018. 4.4 Form of Common Stock Purchase Warrant issued on October 18, 2018, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 24, 2018. 4.5 Form of Warrant for Channel Partners Program, which was filed as Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. 4.6 Form of MDB Warrant issued in connection with the Share Exchange Agreement, which was filed as Exhibit 10.3 to our Current Report on Form 8-K, filed on November 7, 2016. 4.7 Common Stock Purchase Warrant (exercise price $0.42 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.16 to our Annual Report on Form 10-K, filed on August 16, 2021. 4.8 Common Stock Purchase Warrant (exercise price $0.84 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.17 to our Annual Report on Form 10-K filed on January 8, 2021. 4.9 Form of 2019 Warrant for Channel Partners Program, which was filed as Exhibit 4.18 to our Annual Report on Form 10-K filed on April 9, 2021. 4.10 Form of 2020 Warrant for Channel Partners Program, which was filed as Exhibit 4.19 to our Annual Report on Form 10-K filed on April 9, 2021. 4.18 Form of Bridge Notes. which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022. 4.19 Form of 2023 Notes, which was filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. 4.20* Description of Securities. 45 10.1 Securities Purchase Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 5, 2018. 10.2 Registration Rights Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 5, 2018. 10.3 Securities Purchase Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit 10.11 to our Annual Report on Form 10-K filed on January 8, 2021. 10.4 Registration Rights Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit 10.12 to our Annual Report on Form 10-K filed on January 8, 2021. 10.5 Securities Purchase Agreement, dated June 15, 2018, between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 21, 2018. 10.6 Registration Rights Agreement, dated June 15, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 21, 2018. 10.7 Form of Securities Purchase Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 10, 2018. 10.8 Form of Registration Rights Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on August 10, 2018. 10.9 Securities Purchase Agreement, dated October 18, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 24, 2018. 10.10 Securities Purchase Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 13, 2018. 10.11 Registration Rights Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on December 13, 2018. 10.12 Securities Purchase Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 22, 2019. 10.13 Registration Rights Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 22, 2019. 10.14 Securities Purchase Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 28, 2019. 10.15 Registration Rights Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 28, 2019. 10.16 Securities Purchase Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 12, 2019. 10.17 Registration Rights Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on April 12, 2019. 10.18 Pledge and Security Agreement, dated June 10, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.5 to our Current Report on Form 8-K filed on June 12, 2019. 10.19 Confirmation and Ratification Agreement, dated June 14, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 19, 2019. 46 10.20 Form of Securities Purchase Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on July 3, 2019. 10.21 Form of Registration Rights Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on July 3, 2019. 10.22 Form of Second Amended and Restated Promissory Note due June 14, 2022, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 3, 2019. 10.23 Form of Securities Purchase Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 11, 2019. 10.24 Form of Registration Rights Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 11, 2019. 10.25 Third Amended and Restated Note Purchase Agreement, dated December 15, 2022, by and among the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 20, 2022. 10.26 Sixth Amendment to Financing and Security Agreement, dated December 15, 2022, by and among the Company, the subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on December 20, 2022. 10.27 Form of 15% Delayed Draw Term Note, issued on March 24, 2020, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on March 30, 2020. 10.28 Form of Series H Securities Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 20, 2020. 10.29 Sublease, dated January 14, 2020, by and between Saks & Company LLC and Maven Coalition, Inc., which was filed as Exhibit 10.51 to our Annual Report on Form 10-K filed on August 16, 2021. 10.30 Office Lease Agreement, dated October 25, 2019, by and between Street Retail West I, LP and the Company, which was filed as Exhibit 10.54 to our Annual Report on Form 10-K filed on August 16, 2021. 10.31 Asset Purchase Agreement, dated March 9, 2020, by and among Maven Coalition, Inc., Petametrics Inc., doing business as LiftIgniter, and the Company, which was filed as Exhibit 10.59 to our Annual Report on Form 10-K filed on August 16, 2021. 10.32+ Form of Stock Option Award Agreement – 2016 Stock Incentive Plan, which was filed as Exhibit 10.62 to our Annual Report on Form 10-K filed on August 16, 2021. 10.33+ Form of Stock Option Award Agreement – 2019 Equity Incentive Plan, which was filed as Exhibit 10.63 to our Annual Report on Form 10-K filed on August 16, 2021. 10.34+ Independent Director Agreement, effective as of September 3, 2018, by and between the Company and Todd D. Sims, which was filed as Exhibit 10.71 to our Annual Report on Form 10-K filed on August 16, 2021. 10.35+ First Amendment to the 2016 Stock Incentive Plan, which was filed as Exhibit 10.80 to our Annual Report on Form 10-K filed on August 16, 2021. 10.36+ Second Amendment to the 2016 Stock Incentive Plan, which was filed as Exhibit 10.81 to our Annual Report on Form 10-K filed on August 16, 2021. 10.37+ Form of Restricted Equity Award Grant Notice – 2019 Equity Incentive Plan, which was filed as Exhibit 10.82 to our Annual Report on Form 10-K filed on August 16, 2021. 10.38+ Form of Restricted Stock Unit Grant Notice – 2019 Equity Incentive Plan, which was filed as Exhibit 10.83 to our Annual Report on Form 10-K filed on August 16, 2021. 10.39+ Stock Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.84 to our Annual Report on Form 10-K filed on August 16, 2021. 10.40+ Stock Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.85 to our Annual Report on Form 10-K filed on August 16, 2021. 10.41 Channel Partners Warrant Program adopted on May 20, 2020, which was filed as Exhibit 10.112 to our Annual Report on Form 10-K filed on April 9, 2021. 10.42+ Stock Option Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q. Kraft, which was filed as Exhibit 10.119 to our Annual Report on Form 10-K filed on April 9, 2021. 47 10.43+ Stock Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q. Kraft, which was filed as Exhibit 10.120 to our Annual Report on Form 10-K filed on April 9, 2021. 10.44+ Maven Executive Bonus Plan, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 14, 2021. 10.45 Amendment No. 1 to Agreement and Plan of Merger, dated July 12, 2019, by and among the Company, TheStreet, Inc., and TST Acquisition Co., Inc., which was filed as Exhibit 10.122 to our Annual Report on Form 10-K filed on April 9, 2021. 10.46+ Executive Employment Agreement, effective January 1, 2021, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.4 to our Current Report on Form 8-K on February 23, 2021. 10.47+ Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on February 23, 2021. 10.48+ Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.127 to our Annual Report on Form 10-K filed on April 9, 2021. 10.49+ Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Douglas Smith, which was filed as Exhibit 10.130 to our Annual Report on Form 10-K filed on April 9, 2021. 10.50+ Form of Amendment to Stock Option Award Agreement, by and between the Company and certain grantees awarded stock options on April 10, 2019, which was filed as Exhibit 10.131 to our Annual Report on Form 10-K filed on April 9, 2021. 10.51+ Executive Employment Agreement, effective as of February 18, 2021, by and between the Company and Robertson Barrett, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on February 23, 2021. 10.52 Services Agreement, dated as of December 22, 2020, by and between the Company and Whisper Advisors, LLC, which was filed as Exhibit 10.134 to our Annual Report on Form 10-K on April 9, 2021. 10.53+ Stock Option Award Agreement, dated September 14, 2018, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.135 to our Annual Report on Form 10-K on April 9, 2021. 10.54+ Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Andrew Kraft, which was filed as Exhibit 10.6 to our Current Report on Form 8-K on February 23, 2021. 10.55+ Second Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Avi Zimak, which was filed as Exhibit 10.7 to our Current Report on Form 8-K on February 23, 2021. 10.56+ Second Amendment to theMaven, Inc.’s 2019 Equity Incentive Plan, dated February 18, 2021, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 24, 2021. 10.57+ First Amendment to theMaven, Inc.’s 2019 Equity Incentive Plan, dated March 16, 2020, which was filed as Exhibit 10.141 to our Annual Report on Form 10-K on April 9, 2021. 10.58+ 2019 Equity Incentive Plan, which was filed as Exhibit 10.142 to our Annual Report on Form 10-K on April 9, 2021. 10.59 2016 Stock Incentive Plan, which was filed as Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. 10.60 Financing and Security Agreement, dated February 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Finance LLC, which was filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q on May 7, 2021. 10.61 First Amendment to Financing and Security Agreement, dated March 24, 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Financing LLC, which was filed as Exhibit 10.9 to our Quarterly Report on Form 10-Q on May 7, 2021. 10.62 Intercreditor Agreement, dated February 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.10 to our Quarterly Report on Form 10-Q on May 7, 2021. 10.63 Amendment No. 1 to Intercreditor Agreement, dated March 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.11 to our Quarterly Report on Form 10-Q on May 7, 2021. 10.64 Form of Securities Purchase Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on May 25, 2021. 10.65 Form of Registration Rights Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on May 25, 2021. 48 10.66 Stock Purchase Agreement, dated June 4, 2021, by and among the Company, Maven Media Brands, LLC, College Spun Media Incorporated, Matthew Lombardi, Alyson Shontell Lombardi, Timothy Ray, Andrew Holleran, and the Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 7, 2021. 10.67 Second Amended and Restated Executive Employment Agreement, effective August 26, 2020, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 23, 2021. 10.68 Third Amendment to Financing and Security Agreement, dated as of December 6, 2021, by and among theMaven, Inc., Maven Coalition, Inc., Maven Media Brands, LLC, TheStreet, Inc., College Spun Media Incorporated, and Fast Pay Partners LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 10, 2021. 10.69+ Amendment No. 1 to Second Amended & Restated Executive Employment Agreement, dated as of December 22, 2021, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 10, 2022. 10.70 Form of Stock Purchase Agreement by and between the Company and certain investors, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 28, 2022. 10.71 Asset Purchase Agreement between the Company and Fulltime Fantasy Sports, LLC, dated July 15, 2021, which was filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q on November 15, 2021. 10.72^ Amended Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on November 29, 2022. 10.73^ Amendment No. 5 to Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.73 to our Annual Report on Form 10-K filed on March 31, 2023. 10.74 Form of Common Stock Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2023. 10.75+ Amended and Restated 2022 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023. 10.76 Binding Letter of Intent, dated August 14, 2023, by and between the Company and Simplify Inventions, LLC, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. 10.77 Form of Voting and Support Agreement, dated August 14, 2023, by and between the Company and certain stockholders. which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. 10.78 Amendment to Third Amended and Restated Note Purchase Agreement, dated August 14, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. 10.79+ Amendment No. 3 to Second Amended & Restated Executive Employment Agreement, dated as of September 7, 2023, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. 10.80+ First Amendment to Executive Employment Agreement, dated August 15, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. 10.81+ Severance Agreement, dated August 14, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. 10.82+ Severance Agreement, dated August 14, 2023, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. 10.83 Seventh Amendment to Financing and Security Agreement, dated August 31, 2023, by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. 10.84 Side Letter to Licensing Agreement, dated October 1, 2023, by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. 49 10.85 Common Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and 5-Hour International Corporation Pte. Ltd. , which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023. 10.86# Preferred Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and The Hans Foundation USA, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 7, 2023. 10.87 Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated December 1, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2023. 10.88 Waiver of Liquidated Damages and Release of Claims, dated December 1, 2023, by and among the Company, Simplify Inventions, LLC and B. Riley Principal Investments, LLC, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 5, 2023. 10.89 Forbearance Letter, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 5, 2024. 10.90 Subscription Agreement, dated February 14, 2024, by and between the Company and Simplify, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2024. 10.91 Forbearance Letter between the Company and Renew Group Private Limited dated as of March 27, 2024. 10.92 Forbearance Letter between the Company and Renew Group Private Limited dated as of April 29, 2024, which was filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2024. 10.93 Consent to Sublease among the Company, RXR HB Owner, LLC and Lument Real Estate Capital Holdings, LLC dated March 12, 2024, which was filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2024. 10.94 Amendment No. 3 to the Third Amended and Restated Note Purchase Agreement dated as of December 15, 2022 (as amended by that certain Amendment No. 1 to Third Amended and Restated Note Purchase Agreement, dated as of August 14, 2023 and as further amended by that certain Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated as of December 1, 2023), by and among the Company, the Guarantors party thereto, the Purchasers party thereto and Renew Group Private Limited, in its capacity as agent for the Purchasers, dated July 12, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 17, 2024. 10.95+ Employment Agreement between The Arena Group Holdings, Inc. and Geoffrey Wait dated effective August 6, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 12, 2024. 10.96 Amendment No. 1 to Loan Documents between the Company and Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2024. 10.97 Amended and Restated Promissory Note issued by the Company to Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2024. 10.98 Common Stock Purchase Agreement between the Company and Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 23, 2024. 10.99 Loan Agreement between The Arena Group Holdings, Inc. and Simplify Inventions, LLC dated March 13, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2024. 10.100 Demand Promissory Note issued by Simplify Inventions, LLC to The Arena Group Holdings, Inc. dated March 13, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 20, 2024. 10.101 Continuing Unconditional Guaranty among Simplify Inventions, LLC and certain subsidiaries of The Arena Group Holdings, Inc., dated March 13, 2024, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 20, 2024. 10.102 Pledge and Security Agreement among The Arena Group Holdings, Inc., certain subsidiaries of The Arena Group Holdings, Inc. and Simplify Inventions, LLC dated March 13, 2024, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 20, 2024. 50 10.103 Forbearance Letter between the Company and Renew Group Private Limited dated as of March 27, 2024, which was filed as Exhibit 10.91 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on April 1, 2024. 10.104 Employment Agreement between The Arena Group Holdings, Inc. and Sara Silverstein dated April 19, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 25, 2024. 10.105 Employment Agreement with Paul Edmondson, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 19, 2025. 19.1* Insider Trading Policy 21.1* Subsidiaries of the Arena Group Holdings, Inc. 23.1* Consent of K PMG LLP, independent registered accounting firm. 23.2* Consent of Marcum LLP, independent registered accounting firm 24.1* Power of Attorney (included in the signature pages hereto) 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. 32.1** Certification of Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy of Arena Group Holdings, Inc., which was filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on April 1, 2024 101.INS Inline XBRL* Instance Document. 101.SCH Inline XBRL* Taxonomy Extension Schema Document. 101.CAL Inline XBRL* Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL* Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL* Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL* Taxonomy Presentation Linkbase Document. 104* Cover Page Interactive Data (embedded within the Inline XBRL document and contained in Exhibit 101) * Filed Herewith ** This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. # Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. ^ Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulations S-K. + Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate. The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act. (b) Exhibits. See Item 15(a) above. 51 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES Annual Report on Form 10-K Schedule II Valuation of Qualifying Accounts from Continuing Operations Years Ended December 31, 2024 and 2023 ($ in thousands) Additions Balances at Beginning of Year Charge to Costs and Expenses Other Deductions from Reserves Balances at End of Year 2024 Allowance for doubtful accounts receivable $ 374 $ 1,934 $ - $ (850 ) $ 1,458 Valuation allowances for deferred tax assets 76,367 - 27,239 - 103,606 2023 Allowance for doubtful accounts receivable 1,036 315 - (977 ) 374 Valuation allowances for deferred tax assets 65,406 - 10,961 - 76,367 Item 16. Form 10–K Summary None. 52 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. The Arena Group Holdings, Inc. Dated: April 15, 2025 By: /s/ PAUL EDMONDSON Paul Edmondson Chief Executive Officer (Principal Executive Officer) By: /s/ GEOFFREY WAIT Geoffrey Wait (Principal Financial Officer) Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Edmondson and Geoffrey Wait, jointly and severally, as his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated. Signature Title /s/ PAUL EDMONDSON Chief Executive Officer Paul Edmonson (Principal Executive Officer) Date April 15, 2025 /s/ GEOFFREY WAIT Principal Financial Officer Geoffrey Wait Date: April 15, 2025 /s/ CAVITT RANDALL Chairman of the Board Cavitt Randall Date: April 15, 2025 /s/ H. HUNT ALLRED Director H. Hunt Allred Date: April 15, 2025 /s/ CARLO ZOLA Director Carlo Zola Date: April 15, 2025 /s/ CHRISTOPHER PETZEL Director Christopher Petzel Date: April 15, 2025 /s/ LAURA LEE Director B. Laura Lee Date: April 15, 2025 /s/ CHRISTOPHER FOWLER Director Christopher Fowler Date: April 15, 2025 53 The Arena Group Holdings, Inc. and Subsidiaries Index to Consolidated Financial Statements PAGE Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 185 ) F-2 Report of Independent Registered Public Accounting Firm ( PCAOB ID NO: 688) F-5 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-6 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023 F-7 Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2024 and 2023 F-8 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-10 Notes to Consolidated Financial Statements F-11 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG LLP Aon Center Suite 5500 200 E. Randolph Street Chicago, IL 60601-6436 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors The Arena Group Holdings, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of The Arena Group Holdings, Inc. and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ deficiency, and cash flows for the year then ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring net losses from continuing operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company 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. F- 2 Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Valuation of goodwill As discussed in Note 2 and 11 to the consolidated financial statements, goodwill is tested for impairment at least annually on October 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company determines the fair value of its reporting units using an equal weighting of the discounted cash flow method of an income approach and the value indicated by the market approach. The assumptions used to determine the fair value of goodwill include projections of revenue growth, operating margins, the long-term rates of growth and the discount rate. The Company has $42,575 thousand of goodwill as of December 31, 2024, which relates to four reporting units. We identified the evaluation of the goodwill impairment analysis as a critical audit matter . There was a high degree of subjective auditor judgment in evaluating the key assumptions used in the discounted cash flow analysis used to estimate the fair value of the reporting units. Changes to those assumptions, including revenue growth rates, operating margin projections, the long-term rates of growth and the discount rate could have had a significant effect on the Company’s determination of the fair value of the reporting units. Additionally, the use of professionals with specialized skills and knowledge was required to assess the long-term rates of growth and the discount rate assumptions. The following are the primary procedures we performed to address this critical audit matter. We performed sensitivity analyses over the Company’s revenue growth rates and operating margin projection assumptions to assess the impact any changes to those assumptions could have had on the Company’s fair value estimate. We evaluated the revenue growth rates and operating margin projection assumptions by (1) comparing them to the historical results of the reporting units, (2) comparing such assumptions to industry reports and (3) assessing the impact of external economic factors. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in: ● evaluating the long-term rates of growth by comparing them to long-term rate of growth ranges that were independently developed using publicly available industry and economic growth rates ● evaluating the discount rate by independently developing a range of rates using independently obtained market rate data of guideline public companies and comparing the independent range to the rate used by the Company. F- 3 Sufficiency of audit evidence over programmatic advertising revenue and publisher revenue As discussed in Note 2 to the consolidated financial statements, the Company recorded digital advertising revenue of $93,008 thousand, a portion of which related to programmatic advertising revenue, and licensing and publisher revenue of $8,781 thousand, a portion of which related to publisher revenue, for the year ended December 31, 2024. We identified the evaluation of the sufficiency of audit evidence related to programmatic advertising revenue and publisher revenue as a critical audit matter. Subjective auditor judgment was required to determine the nature and extent of procedures to be performed over programmatic advertising and publisher revenue due to the high volume of transactions dependent on third party service providers and other parties responsible for the initiation and processing of transactions and the determination of transaction price. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over programmatic advertising and publisher revenue, including the initiation and satisfaction of performance obligations and determination of transaction price. We evaluated the design and tested the operating effectiveness of certain internal controls related to the programmatic advertising revenue process, which included controls residing at certain third-party service providers. For a sample of programmatic advertising revenue transactions, we compared the amounts recognized to underlying impressions reports received from third party service organizations, cash receipts, and external confirmation of transactions from certain customers. For a sample of publisher revenue transactions, we compared the amounts recognized to revenue share statements received directly from publisher partners and cash receipts. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence. /s/ KPMG LLP We have served as the Company’s auditor since 2024. Chicago, Illinois April 15, 2025 F- 4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of The Arena Group Holdings, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of The Arena Group Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ deficiency and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and may need to restructure its debt to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Marcum llp Marcum LLP We have served as the Company’s auditor from 2019 through July 11, 2024. New York, NY April 1, 2024, except for Notes 3 and 26, as to which the date is April 15, 2025 F- 5 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 2024 2023 As of December 31, 2024 2023 ($ in thousands, except share data) Assets Current assets: Cash and cash equivalents $ 4,362 $ 9,284 Accounts receivable, net 31,115 31,676 Prepayments and other current assets 4,757 5,791 Current assets from discontinued operations - 43,648 Total current assets 40,234 90,399 Property and equipment, net 148 328 Operating lease right-of-use assets 2,340 176 Platform development, net 8,115 8,723 Acquired and other intangible assets, net 22,789 27,457 Other long-term assets 151 1,003 Goodwill 42,575 42,575 Noncurrent assets from discontinued operations - 18,217 Total assets $ 116,352 $ 188,878 Liabilities, mezzanine equity and stockholders’ deficiency Current liabilities: Accounts payable $ 4,844 $ 7,803 Accrued expenses and other 10,990 28,903 Line of credit - 19,609 Unearned revenue 6,349 16,938 Subscription refund liability 430 46 Operating lease liability 254 358 Contingent consideration - 1,571 Liquidated damages payable 3,230 2,924 Bridge notes - 7,887 Debt - 102,309 Current liabilities from discontinued operations 96,159 47,673 Total current liabilities 122,256 236,021 Unearned revenue, net of current portion 403 542 Operating lease liability, net of current portion 1,964 - Other long-term liabilities - 406 Deferred tax liabilities 802 599 Simplify loan 10,651 - Debt 110,436 - Noncurrent liabilities from discontinued operations - 10,137 Total liabilities 246,512 247,705 Commitments and contingencies (Note 25) - - Mezzanine equity: Series G redeemable and convertible preferred stock, $ 0.01 par value, $ 1,000 per share liquidation value and 1,800 shares designated; aggregate liquidation value: $ 168 ; Series G shares issued and outstanding: 168 ; common shares issuable upon conversion: 8,582 at December 31, 2024 and December 31, 2023 168 168 Total mezzanine equity 168 168 Stockholders’ deficiency: Common stock, $ 0.01 par value, authorized 1,000,000,000 shares: issued and outstanding; 47,556,267 and 23,836,706 shares December 31, 2024 and 2023, respectively 475 237 Additional paid-in capital 348,560 319,421 Accumulated deficit ( 479,363 ) ( 378,653 ) Total stockholders’ deficiency ( 130,328 ) ( 58,995 ) Total liabilities, mezzanine equity and stockholders’ deficiency $ 116,352 $ 188,878 See accompanying notes to consolidated financial statements. F- 6 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 2024 2023 Years Ended December 31, 2024 2023 ($ in thousands, except share data) Revenue $ 125,907 $ 143,630 Cost of revenue (includes amortization for developed technology and platform development for 2024 and 2023 of $ 5,988 and $ 8,782 , respectively) 70,189 88,357 Gross profit 55,718 55,273 Operating expenses Selling and marketing 12,548 24,263 General and administrative 30,399 43,783 Depreciation and amortization 3,704 4,243 Loss on impairment of assets 1,198 119 Loss on sale of assets - 325 Total operating expenses 47,849 72,733 Income (loss) from operations 7,869 ( 17,460 ) Other expenses Change in valuation of contingent consideration ( 313 ) ( 1,010 ) Interest expense, net ( 14,668 ) ( 17,965 ) Liquidated damages ( 306 ) ( 583 ) Total other expenses ( 15,287 ) ( 19,558 ) Loss before income taxes ( 7,418 ) ( 37,018 ) Income tax provision ( 249 ) ( 197 ) Loss from continuing operations ( 7,667 ) ( 37,215 ) Loss from discontinued operations, net of tax ( 93,043 ) ( 18,367 ) Net loss $ ( 100,710 ) $ ( 55,582 ) Basic and diluted net loss per common share: Continuing operations $ ( 0.22 ) $ ( 1.67 ) Discontinued operations ( 2.63 ) ( 0.82 ) Basic and diluted net loss per common share $ ( 2.85 ) $ ( 2.49 ) Weighted average number of common shares outstanding – basic and diluted 35,405,336 22,323,763 See accompanying notes to consolidated financial statements F- 7 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY Year Ended December 31, 2024 Shares Par Value Shares Par Value Capital Deficit Deficiency Common Stock Common Stock to be Issued Additional Paid-in Accumulated Total Stockholders’ Shares Par Value Shares Par Value Capital Deficit Deficiency ($ in thousands, except share data) Balance at January 1, 2024 23,836,706 $ 237 2,701 $ - $ 319,421 $ ( 378,653 ) $ ( 58,995 ) Issuance of common stock pursuant to common stock purchase agreement in connection with exchange of debt 17,797,817 178 - - 14,822 - 15,000 Issuance of common stock in connection with private placement 5,555,555 56 - - 11,944 - 12,000 Issuance of common stock for restricted stock units 971,863 10 - - ( 10 ) - - Common stock withheld for taxes ( 330,982 ) ( 3 ) - - ( 531 ) - ( 534 ) Repurchase of common stock for Fexy put option ( 274,692 ) ( 3 ) - - ( 376 ) - ( 379 ) Stock-based compensation - - - - 3,290 - 3,290 Net loss - - - - - ( 100,710 ) ( 100,710 ) Balance at December 31, 2024 47,556,267 $ 475 2,701 $ - $ 348,560 $ ( 479,363 ) $ ( 130,328 ) F- 8 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY Year Ended December 31, 2023 Common Stock Common Stock to be Issued Additional Paid-in Accumulated Total Stockholders’ Shares Par Value Shares Par Value Capital Deficit Deficiency ($ in thousands, except share data) Balance at January 1, 2023 18,303,193 $ 182 41,283 $ - $ 270,743 $ ( 323,071 ) $ ( 52,146 ) Balance 18,303,193 $ 182 41,283 $ - $ 270,743 $ ( 323,071 ) $ ( 52,146 ) Issuance of common stock in connection with registered direct offering 2,963,918 30 - - 11,114 - 11,144 Issuance of common stock upon conversion of series H convertible preferred stock 1,981,128 20 - - 12,988 - 13,008 Issuance of common stock in connection with the acquisition of Fexy Studios 274,692 3 - - 1,997 - 2,000 Issuance of common stock in connection with settlement of liquidated damages 47,252 - - - 369 - 369 Gain upon issuance of common stock in connection with settlement of liquidated damages - - - - 130 - 130 Issuance of common stock for restricted stock units 429,528 4 - - ( 4 ) - - Common stock withheld for taxes ( 202,382 ) ( 2 ) - - ( 1,421 ) - ( 1,423 ) Issuance of common stock upon exercise of stock options 795 - - - - - - Issuance of common stock in connection with acquisition 38,582 - ( 38,582 ) - - - - Reclassification to liability upon modification of common stock option - - - - ( 68 ) - ( 68 ) Gain upon forgiveness of liquidated damages with principal stockholder - - - - 3,497 - 3,497 Stock-based compensation - - - - 20,076 - 20,076 Net loss - - - - - ( 55,582 ) ( 55,582 ) Balance at December 31, 2023 23,836,706 $ 237 2,701 $ - $ 319,421 $ ( 378,653 ) $ ( 58,995 ) Balance 23,836,706 $ 237 2,701 $ - $ 319,421 $ ( 378,653 ) $ ( 58,995 ) See accompanying notes to consolidated financial statements. F- 9 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 2024 2023 Years Ended December 31, 2024 2023 ($ in thousands) Cash flows from operating activities Net loss $ ( 100,710 ) $ ( 55,582 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of property and equipment 234 352 Amortization of platform development and intangible assets 11,859 27,354 Amortization of debt costs 658 2,378 Noncash and accrued interest - 3,824 Loss on impairment of assets 40,589 119 Loss on sale of assets - 325 Change in valuation of contingent consideration 313 1,010 Liquidated damages 306 583 Stock-based compensation 3,031 19,060 Deferred income taxes 203 134 Bad debt expense 2,992 315 Other ( 19 ) - Change in operating assets and liabilities net of effect of acquisitions: Accounts receivable 10,478 ( 11,599 ) Subscription acquisition costs 6,131 3,143 Prepayments and other current assets 1,841 ( 2,157 ) Other long-term assets 852 ( 77 ) Accounts payable ( 3,730 ) ( 2,663 ) Accrued expenses and other 29,688 3,453 Unearned revenue ( 18,803 ) ( 7,970 ) Subscription refund liability 404 ( 396 ) Operating lease liability ( 304 ) ( 231 ) Contingent consideration ( 1,683 ) - Other long-term liabilities ( 406 ) ( 6,147 ) Net cash used in operating activities ( 16,076 ) ( 24,772 ) Cash flows from investing activities Purchases of property and equipment ( 54 ) - Capitalized platform development ( 5,121 ) ( 3,773 ) Proceeds from sale of assets - 1,061 Payments for acquisitions, net of cash - ( 500 ) Net cash used in investing activities ( 5,175 ) ( 3,212 ) Cash flows from financing activities Proceeds from bridge notes, net of debt costs - 8,000 Payment of Fexy put option ( 561 ) - (Repayments) proceeds under line of credit ( 20,027 ) 5,517 Proceeds from common stock private placement 12,000 - Proceeds from Simplify loan 25,651 - Proceeds from common stock public offering, net of offering costs - 11,500 Payments of issuance costs from common stock public offering - ( 167 ) Payments of debt issuance costs - ( 457 ) Payment of deferred cash payment ( 200 ) ( 75 ) Payment for taxes related to common stock withheld for taxes ( 534 ) ( 1,423 ) Net cash provided by financing activities 16,329 22,895 Net decrease in cash and cash equivalents ( 4,922 ) ( 5,089 ) Cash and cash equivalents – beginning of year 9,284 14,373 Cash, and cash equivalents – end of year $ 4,362 $ 9,284 Supplemental disclosure of cash flow information Cash paid for interest $ 17,837 $ 12,101 Cash paid for income taxes 85 85 Noncash investing and financing activities Reclassification of stock-based compensation to platform development $ 259 $ 1,016 Debt costs recorded in accrued expenses and other and in other long-term liabilities - 189 Repurchase of common stock for Fexy put option 379 - Issuance of common stock upon conversion of Series H convertible preferred stock 15,000 - Issuance of common stock in connection with settlement of liquidated damages - 499 Issuance of common stock upon conversion of series H preferred stock - 13,008 Issuance of common stock in connection with an acquisition - 2,000 Deferred cash payments recorded in connection with acquisitions - 246 Assumption of liabilities in connection with acquisitions - 1,246 Reclassification to liability upon common stock modification - 68 See accompanying notes to consolidated financial statements. F- 10 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in thousands, unless otherwise stated) 1. Organization and Basis of Presentation Organization The Arena Holdings Group, Inc. (“The Arena Group” or the “Company”), was incorporated in Delaware on October 1, 1990. On October 11, 2016, the predecessor entity now known as The Arena Group exchanged its shares with another entity that was incorporated in Delaware on July 22, 2016. On November 4, 2016, these entities consummated a recapitalization. This resulted in The Arena Group becoming the parent entity, and the other Delaware entity becoming the wholly owned subsidiary. On December 19, 2019, the Company’s wholly owned subsidiaries The Arena Platform, Inc. (formerly known as Maven Coalition, Inc.), and HubPages, Inc. (“HubPages”), which was acquired by the Company in a merger during 2018, were merged into another of the Company’s wholly owned subsidiaries, Say Media, Inc. (“Say Media”), which was acquired by the Company in a merger during 2018, with Say Media as the surviving corporation. On January 6, 2020, Say Media changed its name to The Arena Platform, Inc. (“Arena Platform”). As of December 31, 2024, the Company’s wholly owned subsidiaries consist of The Arena Platform, The Arena Media Brands, LLC (“Arena Media”) (formerly known as Maven Media Brands, LLC) formed during 2019 as a wholly owned subsidiary of The Arena Group), TheStreet, Inc. (“TheStreet” acquired by the Company in a merger during 2019), College Spun Media Incorporated (“The Spun” acquired by the Company in a merger during 2021), Athlon Holdings, Inc. (“Parade” acquired by the Company in a merger during 2022), and Athlon Sports Communications, Inc. The Company changed its legal name to The Arena Group Holdings, Inc. from TheMaven, Inc. on February 8, 2022. The Company’s subsidiaries changed their corporate names to The Arena Platform, Inc. from Maven Coalition, Inc. and to The Arena Media Brands, LLC from Maven Media Brands, LLC on February 18, 2022. Unless the context indicates otherwise, The Arena Group, The Arena Platform, TheStreet, The Spun and Parade, are together hereinafter referred to as the “Company.” Business Operations The Company is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform (the “Platform”) empowering publishers who impact, inform, educate, and entertain. The Company’s strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports & leisure, lifestyle, and finance) where it can leverage the strength of its core brands to grow its audience and increase monetization both within its core brands as well as for its media publisher partners (each, a “Publisher Partner”). The Company’s focus is on leveraging its Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of its users, its advertiser clients, and its greater than 20 owned and operated properties as well as properties it runs on behalf of independent Publisher Partners. The Company owns and operates Athlon Sports, TheStreet, The Spun, Parade, and Men’s Journal and powers more than 150 independent Publisher Partners. Each 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. While 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. F- 11 Of 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 network. Generally, Publisher Partners are independently owned, strategic partners who receive a share of revenue from the interaction with their content. Audiences expand and advertising revenue may improve due to the scale we have achieved by combining all Publisher Partners into a single platform and a large and experienced sales organization. They also benefit from our membership marketing and management systems, which we believe will enhance their revenue. Platform The Company developed the Platform, a proprietary online publishing platform that provides its owned and operated media businesses, Publisher Partners (who are third parties producing and publishing content on their own domains), and individual creators contributing content to its owned and operated sites (“Expert Contributors”), the ability to produce and manage editorially focused content through tools and services provided by it. The Company has also developed proprietary advertising technology, techniques and relationships that allow it, its Publisher Partners, and its Expert Contributors to monetize editorially focused online content through various display and video advertisements and tools and services for driving a subscription or membership based business and other monetization services (the “Monetization Solutions” and, together with the Platform, the “Platform Services”). The Company’s Platform offers audiences bespoke content with optimized design and page construction. The Platform comprises state-of-the-art publishing tools, video platforms, social distribution channels, newsletter technology, machine learning content recommendations, notifications, and other technology that deliver a complete set of features to drive a digital media business in an entirely cloud-based suite of services. The Company’s software engineering and product development teams are experienced at delivering these services at scale. The Company continues to develop the Platform software by combining proprietary code with components from the open-source community, plus select commercial services as well as identifying, acquiring, and integrating other platform technologies where it sees unique long-term benefits to it. Seasonality The Company experiences seasonality in its business as a result of typical seasonal spending trends in the advertising industry due to consumer behavior and market activity throughout the year. These seasonal trends are driven by calendar or commercial events that happen annually including holidays, weather, school terms, sports seasons and major sporting events. Seasonality can be viewed between the Company’s fiscal quarters. The first quarter of the calendar year is notably the Company’s most challenging quarter for revenue performance. During this quarter, advertisers are planning their budgets and current year spend and consumer spending declines after the holidays. As a result, Revenue per Page View (“RPM”) is typically lowest during the first quarter. During the second quarter of the calendar year, the Company typically see advertisers starting to spend their budgets more actively, which results in RPMs starting to recover. Summer is traditionally a quiet season, as people spend more time outdoors and less time online resulting in lower revenue in the third quarter. Advertisers usually readjust their budgets during this time and devise new strategies for the remainder of the year. Naturally, the Company sees the highest dip in July, after which RPMs gradually start to increase. The fourth quarter of the calendar year is the Company’s most profitable season. Advertising typically peaks in the fourth quarter as advertisers tend to concentrate their budgets during the holiday season. This trend is magnified by professional sports and college football seasons, which account for a significant portion of the Company’s advertising revenue during that period of the year. Other sporting events such as the Super Bowl, the Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased traffic at the time of these respective events. Going Concern The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern. F- 12 For the year ended December 31, 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. The Company’s financial results have improved in recent periods due to headcount and consulting spend reductions. In addition, the Company is planning to continue improving monthly financial performance through the reduction of costs and monthly cash requirements, maintain compliance with the terms of all outstanding debt agreements, and take actions to resolve current and potential future liabilities to alleviate the conditions that raise substantial doubt about its ability to continue as a going concern, such as resolving pending litigation. However, there can be no assurance that the Company will be able to execute these plans. If the Company is unable to execute these plans, it could lead to selling assets and further reducing costs and cash requirements. 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of The Arena Group and its wholly owned subsidiaries, Arena Media, Arena Platform, TheStreet, The Spun and Parade. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include: allowance for credit losses; capitalization of platform development and associated useful lives; goodwill and other acquired intangible assets and associated useful lives; assumptions used in accruals for potential liabilities; stock-based compensation and the determination of the fair value; valuation allowances for deferred tax assets and uncertain tax positions; accounting for business combinations; and assumptions used to calculate contingent liabilities. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates. Risks and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions in the United States and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the United States and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development. F- 13 Uncertainty in the global economy presents significant risks to the Company’s business. Increases in inflation, instability in the global banking system, tariffs, geopolitical factors, including the ongoing conflicts in Ukraine and 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. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss includes net loss as well as other changes in stockholders’ deficit which includes certain changes in equity that are excluded from net loss. To date, the Company has not had any transactions that are required to be reported in comprehensive loss other than the net loss incurred from operations. Segment Reporting The Company operates within the media industry, providing digital content across four primary verticals (as further described in Note 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 topic. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM evaluates performance and allocates resources for all of its reportable segments based on segment gross profit. This segment profit measure is defined as segment revenue less segment cost of revenue, consisting of those costs and expenses directly attributable to the segment. The segment profit measure is used by the CODM to assess the performance of each segment by comparing the results of each segment with one another (see Note 26). Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , revenues are recognized when control of the promised goods or services are transferred to the customer in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all revenue from contracts with customers. The Company has determined it is generally the principal in transactions with customers and therefore accounts for the majority of revenue on a gross as compared to a net basis, in its statement of operations. The Company has made this determination based on its control of the advertising inventory and the ability to monetize the advertising inventory or publications and determine price before transfer to the customer and because it is also the primary obligor responsible for providing the services to the customer. Significant costs of revenue are presented as a separate line item on the consolidated statements of operations. The following is a description of the principal activities from which the Company generates revenue. Advertising Revenue Digital Advertising – the Company recognizes revenue from digital advertisements at the point when each ad is viewed. The Company enters into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with its various channels. The quantity of advertisements, the impression bid prices, and revenue are reported on a real-time basis to its partners. Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end. The Company owes its independent Publisher Partners a revenue share of the advertising revenue earned, which is recorded as service costs in the same period in which the associated advertising revenue is recognized. F- 14 Advertising revenue is comprised of fees charged for the placement of advertising on the Company’s websites that the Company owns and operates and is recognized as the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably assured. Print Advertising – advertising related revenues for print advertisements are recognized when advertisements are published (defined as an issue’s on-sale date), net of provisions for estimated rebates, rate adjustments, and discounts. Performance Marketing The Company recognizes revenue from numerous affiliate networks, which facilitate partnerships with merchants. The Company creates editorial and sponsored content recommending products and services to our readers, and the Company is paid a commission when a user clicks from our websites to a merchant and makes a transaction. The affiliate networks manage the attribution of clicks from our websites and transactions with the merchants. The commission rates are variable based on merchant, product category, seasonality, among other factors. Subscription Revenue Digital Subscriptions – the Company enters into contracts with internet users that subscribe to premium content on its owned and operated media channels and facilitates such contracts between internet users and its Publisher Partners. These contracts provide internet users with a membership subscription to access the premium content. For subscription revenue generated by its independent Publisher Partners’ content, the Company owes its Publisher Partners a revenue share of the membership subscription revenue earned, which is initially deferred and recorded as deferred contract costs. The Company recognizes deferred contract costs over the membership subscription term in the same pattern that the associated membership subscription revenue is recognized. Digital subscription revenue generated from websites that the Company owns and operate are charged to customers’ credit cards or are directly billed to corporate subscribers and are generally billed in advance on a monthly, quarterly, or annual basis. The Company calculates net subscription revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed credit card charges. Net subscription revenue is recognized ratably over the subscription periods. Unearned revenue relates to payments for subscription fees for which revenue has not been recognized because services have not yet been provided. Newsstand Includes single copy sales at newsstands recognized on the publication’s on-sale date, net of provisions for estimated returns. The Company bases its estimates for returns on historical experience and current marketplace conditions. Licensing and Publisher Revenue Content licensing-based revenues and publisher revenues are sales-based or usage-based royalties promised in exchange for a license of intellectual property which are typically exclusive and accrued monthly or quarterly based on the specific mechanisms of each contract. Revenues are generally sales-based or usage-based royalties provided as consideration for providing customers with new content on a recurring basis or in exchange for a license of intellectual property. For contracts to provide content as a recurring service, the Company recognizes the sales-based or usage-based royalty over time using the as-invoiced practical expedient. For contracts to provide one or more functional content licenses, the Company recognizes revenue at the point in time when the license is delivered and records the variable consideration in the contract as the subsequent sale or usage occurs. Guaranteed minimums represent fixed consideration and are recognized over time or at a point in time depending on the contract type. F- 15 Performance Obligations At contract inception, the Company assesses the obligations promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service or bundle that is distinct. To identify the performance obligations, the Company considers all the promises in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Company allocates the total contract consideration to each distinct performance obligation. Revenue is recognized when, or as, the performance obligations are satisfied, and control is transferred to the customer. Digital Advertising – The Company sells digital advertising inventory on its websites directly to advertisers or through advertising agencies. The Company’s performance obligations related to digital advertising are generally satisfied when the advertisement is run on the Company’s platform. Digital Subscriptions – The Company recognizes revenue from each membership subscription to access the premium content as a series of distinct services representing a single performance obligation that is satisfied over time based on a daily calculation of revenue during the reporting period, which is generally one year. Subscriber payments are initially recorded as unearned revenue on the balance sheet. The requirement of the Company is to provide the subscription service (it is the primary service sold to customers), which is substantially the same each day of the term, although the underlying activities it performs to provide the subscription service may vary from day to day. Performance Marketing – Performance Marketing transactions involve the promotion of other companies’ products and services over the internet through digital advertising platforms. The Company includes links to products and services in its display content on the Platform. When a consumer clicks on the links and completes a purchase of a product or performs a specific action, such as signing up for a service, the Company earns commissions by promoting products and services through affiliate links. The promise to integrate links in its display content on the Platform is delivered when a consumer clicks on the links and completes a purchase. An individual click is capable of being distinct since the customer can benefit from it on its own or together with readily available resources. An individual click is distinct in the context of the contract since each click is not dependent on any other click – the clicks are not highly affected or highly interrelated with other promises in the contract. Each click is distinct in the context of the contract. Therefore, a click on the link making a purchase is a single performance obligation. Newsstand – The Company sells single copy magazines, or bundles of single copy magazines, to wholesalers for ultimate resale on newsstands, primarily at major retailers and grocery/drug stores, and in digital form on tablets and other electronic devices. Publications sold to magazine wholesalers are sold with the right to receive credit from the Company for magazines returned to the wholesaler by retailers. Licensing and Publisher Revenues – The Company has entered into various licensing and syndication agreements that provide third-party partners with the right to utilize the Company’s content. Publisher Revenue is generated from the transfer of digital content on the Platform through republishing that content on third-party websites through the granting of a non-exclusive, non-transferable license. The Company is entitled to monthly fees based on the number of page views, which may include a monthly minimum guarantee of page views. Determining the Transaction Price Digital Advertising The contractual transaction price in digital advertising contracts can vary. For direct digital advertising, the transaction price is determined by individual clicks on an ad (cost per click) or individual number of ad impressions, or delivering a specified number of ad impressions, regardless of whether the ad is clicked (i.e. count of display of ads to users - cost per thousand of impressions – CPM), delivering a certain number of clicks on an ad (cost per click), a cumulative guaranteed viewership across an entire ad campaign and fixed flat fee. F- 16 For programmatic digital advertising, specific pricing is not defined in the individual Sell-Side Platform (“SSP”) contract since the pricing is based on winning bids from real-time auctions, less any fees charged from the SSP. Programmatic pricing involves an automated bidding on ad inventory in real-time, often through ad exchanges. The Company’s ad operations department works with the SSP by providing pricing parameters, such as a floor price that the Company is willing to accept. Performance Marketing The transaction price for Performance Marketing transactions is determined by specific outcomes such as sign-ups, purchases, or other actions initiated by users after interacting with the ad. The transaction price is calculated as a percentage of the retail price of the goods or services sold and delivered. Generally, the Company receives approximately 90 days following the end of each calendar month, payment for referral fees earned on qualifying products that were shipped during that month. If a customer returns a product that generated a referral fee, a deduction for the corresponding referral fee is taken from the next monthly payment. The Company records a liability for potential returns in the amount expected to be returned to the customer. The Company continuously updates its estimate of expected returns based on available information, such as historical returns and current market conditions. Publisher Revenue Publisher Revenue is generated from the transfer of digital content on the Platform through republishing that content on third-party websites through the granting of a non-exclusive, non-transferable license. The Company is entitled to monthly fees based on the number of page views, which may include a monthly minimum guarantee of page views. In exchange for providing the license, the Company will only receive as consideration a percentage of the gross revenue generated from the page views, essentially impressions (that is, usage-based consideration, which is considered a form of variable consideration). The transaction price is typically stated as a percentage of gross revenue generated from page views. Digital Subscriptions The transaction price is fixed upon the inception of the contract and includes the quantity and price of each subscription purchased and does not typically include any type of variable consideration. Timing of Satisfaction of Performance Obligations Point-in-Time Performance Obligations – For performance obligations related to certain digital advertising space and sales of print advertisements, the Company determines that the customer can direct the use of and obtain substantially all the benefits from the advertising products as the digital impressions are served or on the issue’s on-sale date. For sales of single copy magazines on newsstands, revenue is recognized on the issue’s on-sale date, as the date aligns most closely with the date that control is transferred to the customer, net of estimated returns. Revenues from functional licenses and syndication arrangements are recognized as a usage-based royalty when the subsequent usage occurs. Revenue from performance marketing transactions is recognized at the point in time when an individual clicks the link and makes a purchase, net of an estimate for potential returns. Over-Time Performance Obligations – For performance obligations related to sales of certain digital advertising space, the Company transfers control and recognizes revenue over time by measuring progress towards complete satisfaction using the most appropriate method. For performance obligations related to digital advertising, the Company satisfies its performance obligations on some flat-fee digital advertising placements over time using a time-elapsed output method. Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. The Company has determined that the above methods provide a faithful depiction of the transfer of goods or services to the customer. For performance obligations recognized using a time-elapsed output method, the Company’s efforts are expended evenly throughout the period. Performance obligations related to subscriptions to premium content on the digital media channels provide access for a given period of time, which is generally one year. The Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the reporting period. F- 17 Disaggregation of Revenue The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition: Schedule of Disaggregation of Revenue 2024 2023 Years Ended December 31, 2024 2023 Revenue by category: Digital revenue Digital advertising $ 93,008 $ 106,455 Digital subscriptions 7,800 11,956 Licensing and Publisher Revenue 8,781 11,401 Other digital revenue 15,245 4,311 Total digital revenue 124,834 134,123 Print revenue Print advertising 48 3,600 Print subscriptions 1,025 5,907 Total print revenue 1,073 9,507 Total revenue $ 125,907 $ 143,630 Revenue by geographical market: United States $ 118,491 $ 137,873 Other 7,416 5,757 Total revenue $ 125,907 $ 143,630 Revenue by timing of recognition: At point in time $ 110,486 $ 131,674 Over time 15,421 11,956 Total revenue $ 125,907 $ 143,630 Cost of Revenue Cost of revenue represents the cost of providing the Company’s digital media channels and advertising and membership services. The cost of revenue that the Company has incurred in the periods presented primarily include: internal and external cost of content; amortization of developed technology and platform development; royalty fees; hosting and bandwidth and software license fees; printing and distribution costs; payroll and related expenses for customer support, technology maintenance; fees paid for data analytics and to other outside service providers; and stock-based compensation of related personnel (as described in Note 21). Contract Balances The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. An asset is recognized when certain costs incurred to obtain a contract meet the capitalization criteria (further details are provided under the heading Subscription Acquisition Costs ). A contract liability is recognized for unearned revenue when consideration is received from the customer prior to the transfer of goods or services. The following table provides information about contract balances: Schedule of Contract Balances 2024 2023 As of December 31, 2024 2023 Unearned revenue (short-term contract liabilities): Digital revenue $ 6,349 $ 151 Print revenue - 16,787 Unearned revenue (short-term contract liabilities) $ 6,349 $ 16,938 Unearned revenue (long-term contract liabilities): Digital revenue $ 403 $ 542 Unearned revenue (long-term contract liabilities) $ 403 $ 542 The 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. Cash, Cash Equivalents, and Restricted Cash The Company maintains cash and cash equivalents at banks where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit during the year. Cash and cash equivalents represent cash and highly liquid investments with an original contractual maturity at the date of purchase of three months. As of December 31, 2024 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. F- 18 Accounts Receivable and Allowance for Credit Losses The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable is recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from digital and print subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable have been reduced by an allowance for credit losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. Accounts receivable as of December 31, 2024 and 2023 were $ 31,115 and $ 31,676 , respectively, and are presented net of allowance for credit losses. The following table summarizes the allowance for credit losses activity: Schedule of Allowance For Doubtful Accounts 2024 2023 Years Ended of December 31, 2024 2023 Allowance for credit losses - beginning of year $ 374 $ 1,036 Additions 1,934 315 Deductions - write-offs ( 850 ) ( 977 ) Allowance for credit losses - end of year $ 1,458 $ 374 Subscription Acquisition Costs Subscription acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if the Company expects to recover those costs. The Company has determined that sales commissions paid on all third-party agent sales of subscriptions are direct and incremental costs of obtaining a contract with a customer and, therefore, meet the capitalization criteria. The Company has elected to apply the practical expedient to amortize these costs at the portfolio level. The sales commissions paid to third party agents are amortized as the magazines are sent to the subscriber on an issue-by-issue basis. The Company determined that commissions paid for subscriber renewal contracts to all third-party agents are not from a specifically anticipated future contract, therefore, the commissions paid on renewals are amortized as the magazines are sent to the subscriber over the renewal term on an issue-by-issue basis. Direct mail costs for renewal subscriptions are expensed as incurred since they do not meet the capitalization criteria. Amortization of subscription acquisition costs for the years ended December 31, 2024 and 2023 has been presented within discontinued operations (reported within selling and marketing as presented in Note 3). All subscription acquisition costs are related to the discontinued operations and have been impaired as of December 31, 2024 recognized within loss from discontinued operations (for further details see Note 3). Concentrations Significant Customers – Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any material accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition. There was 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. F- 19 There were no significant accounts receivable balances as a percentage of the Company’s total accounts receivable from customers as of December 31, 2024. Significant accounts receivable balances as a percentage of the Company’s total accounts receivable balances represented 14.1 % from a customer as of December 31, 2023. Significant Vendors – Concentrations of risk with respect to third party vendors who provide products and services to the Company are limited. If not limited, such concentrations could impact profitability if a vendor failed to fulfill their obligations or if a significant vendor was unable to renew an existing contract and the Company was not able to replace the related product or service at the same cost. There were no significant accounts payable balances as a percentage of the Company’s total accounts payable from vendors as of December 31, 2024. 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. Leases The Company has lease arrangements for its offices. Leases are recorded as an operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets and recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. At inception, the Company determines whether an arrangement that provides control over the use of an asset is a lease. When it is reasonably certain that the Company will exercise the renewal period, the Company includes the impact of the renewal in the lease term for purposes of determining total future lease payments. Rent expense is recognized on a straight-line basis over the lease term. The Company does not have any finance leases. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included on the consolidated statements of operations and comprehensive loss when realized. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives: Schedule of Depreciation and Amortization, Useful Lives of Assets Office equipment and computers 1 – 3 years Furniture and fixtures 1 – 5 years Platform Development The Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development is ready to commence. The Company places capitalized platform development assets into service and commences amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized platform development assets when the upgrade or enhancement will result in new or additional functionality. The Company capitalizes internal labor costs, including payroll-based and stock-based compensation, benefits and payroll taxes, that are incurred for certain capitalized platform development projects related to the Platform. Platform development costs are amortized on a straight-line basis over three years, which is the estimated useful life of the related asset and is recorded in cost of revenue on the consolidated statements of operations and comprehensive loss. Amortization period may be accelerated if the useful life of the related asset is shortened. F- 20 Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the estimated fair values determined by management as of the acquisition date. Goodwill is measured as the excess of consideration transferred and the net fair values of the assets acquired, and the liabilities assumed at the date of acquisition. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period, which may be up to one year from the acquisition date, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations and comprehensive loss. Additionally, the Company identifies acquisition-related contingent payments and determines their respective fair values as of the acquisition date, which are recorded as accrued liabilities on the consolidated balance sheets. Subsequent changes in fair value of contingent payments are recorded on the consolidated statements of operations and comprehensive loss. The Company expenses transaction costs related to the acquisition as incurred. Long-Lived and Definite-Lived Intangible Assets Long-lived assets and definite-lived intangible assets, consisting of developed technology, customer relationships, and trade names, are amortized using the straight-line method over the estimated economic life of the assets. Long-lived and definite-lived intangible assets are tested for recoverability whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. For long-lived and definite-lived intangible assets, an impairment loss is indicated when the undiscounted future cash flows estimated to be generated by the asset group are not sufficient to recover the carrying value of the asset group. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the primary asset in the group. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually on October 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Recoverability of goodwill is determined by comparing the fair value of the reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the 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. The Company 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 their data. As well as a control premium determined by utilizing publicly available data from studies for similar transactions of public companies. No impairment charges were recorded during the year ended December 31, 2024. F- 21 Debt Costs Debt costs consist of cash and noncash consideration paid to lenders and third parties with respect to debt and other financing transactions, including legal fees and placement fees. Such costs are deferred and amortized over the term of the related debt. Additional consideration in the form of warrants and other derivative financial instruments issued to lenders are accounted for at fair value utilizing information determined through consultation with the Company’s independent valuation firm. The fair value of warrants and derivatives are recorded as a reduction to the carrying amount of the related debt and amortized to interest expense over the term of such debt, with the initial offsetting entries recorded as a liability on the balance sheet. Upon the settlement of the debt the pro rata portion of any related unamortized debt cost is charged to operations. Liquidated Damages The Company incurred and may continue to incur liquidated damages when: (i) a registration rights agreement provided for damages if the Company did not register the shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”), which, in general, provided for a cash payment equal to 1.0% per month of the amount invested, on a daily pro rata basis for any portion of a month, as partial liquidated damages per month, upon the occurrence of certain events, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at the rate of 1.0% per month until paid in full; and (ii) a securities purchase agreement provided for damages if the Company failed for any reason to satisfy a public information requirement within the requisite time frame with the Securities and Exchange Commission (“SEC”) (the “Public Information Failure Damages”), which, in general, provided for a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. Collectively, the Registration Rights Damages and the Public Information Failure Damages are referred to as the “Liquidated Damages” on the consolidated balance sheets. Selling and Marketing Selling and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account management support teams, as well as commissions, travel, trade show sponsorships and events, conferences and advertising costs. The Company’s advertising expenses are expensed when an advertisement takes place. During the years ended December 31, 2024 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. General and Administrative General and administrative expenses consist primarily of payroll for executive personnel, technology personnel incurred in developing conceptual formulation and determination of existence of needed technology, and administrative personnel along with any related payroll costs; professional services, including accounting, legal and insurance; facilities costs; conferences; other general corporate expenses; and stock-based compensation of related personnel. Derivative Financial Instruments The Company accounts for freestanding contracts that are settleable in the Company’s equity securities, including the put option on the Company’s common stock, to be designated as an equity instrument, as a liability. A contract so designated is carried at fair value on the consolidated balance sheets, with any changes in fair value recorded as a gain or loss on the consolidated statements of operations and comprehensive loss, with no impact on cash flows. At the date of settlement of a freestanding equity contract, the pro rata fair value of the related liability is transferred to additional paid-in capital. F- 22 Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1 . Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2 . Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities. Level 3 . Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amount of the Company’s financial instruments comprising of cash, restricted cash, accounts receivable, accounts payable and accrued expenses and other approximate fair value because of the short-term maturity of these instruments. Preferred Stock Preferred stock (the “Preferred Stock”) (as described in Note 19) is reported as a mezzanine obligation between liabilities and stockholders’ deficiency. If it becomes probable that the Preferred Stock will become redeemable, the Company will re-measure the Preferred Stock by adjusting the carrying value to the redemption value of the Preferred Stock assuming each balance sheet date is a redemption date. Stock-Based Compensation The Company provides stock-based compensation in the form of (a) stock awards to employees and directors, comprised of restricted stock awards and restricted stock units, (b) stock option grants to employees, directors and consultants, (c) common stock warrants to Publisher Partners (no warrants were issued during the years ended December 31, 2024 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). The Company accounts for stock awards and stock option grants to employees, directors and consultants, and non-employee awards to certain directors and consultants by measuring the cost of services received in exchange for the stock-based payments as compensation expense in the Company’s consolidated financial statements. Stock awards and stock option grants to employees and non-employees which are time-vested, are measured at fair value on the grant date, and charged to operations ratably over the vesting period. Stock awards and stock option grants to employees and non-employees which are performance-vested, are measured at fair value on the grant date and charged to operations when the performance condition is satisfied or over the service period. F- 23 The fair value measurement of stock awards and grants used for stock-based compensation is as follows: (1) restricted stock awards and restricted stock units which are time-vested, are determined using the quoted market price of the Company’s common stock at the grant date; (2) stock option grants which are time-vested and performance-vested, are determined utilizing the Black-Scholes option-pricing model at the grant date; (3) restricted stock units and stock option grants which provide for market-based vesting with a time-vesting overlay, are determined through consultation with the Company’s independent valuation firm using the Monte Carlo model at the grant date; (4) Publisher Partner Warrants were determined utilizing the Black-Scholes option-pricing model; and (5) ABG warrants are determined utilizing the Monte Carlo model (further details are provided in Note 21). Estimated volatility was determined under the (1) “Probability Weighted Scenarios” (prior to the reverse stock split on February 8, 2022) where one scenario assumes that the Company’s common stock will be up-listed on a national stock exchange (the “Exchange”) on a certain listing date (the “Up-list”) where the estimated volatility was based on evaluating the average historical volatility of a group of peer companies that are publicly traded and the second scenario assumes that the Company’s common stock is not up-listed on the Exchange prior to the final vesting date of the grants (the “No Up-list”) where the historical volatility of the Company’s common stock was evaluated based upon market comparisons; and the (2) “Up-list Scenario” (after the reverse stock split on February 8, 2022) where the Company estimated volatility based on evaluating the average historical volatility of a group of peer companies that are publicly traded after the Company up-listed to the NYSE American. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of common stock is determined by reference to the quoted market price of the Company’s common stock. The Company has elected to recognize forfeitures as they occur and to recognize stock-based compensation cost on a straight-line basis over the total requisite service period for awards with graded vesting. The Company classifies stock-based compensation cost on its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation cost is classified. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss carryforwards and temporary differences between financial statement bases of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carryforwards and other deferred tax assets when it is determined that it is more likely than not that such loss carryforwards and deferred tax assets will not be realized. The Company follows accounting guidance that sets forth a threshold for financial statement recognition, measurement, and disclosure of a tax position taken or expected to be taken on a tax return. Such guidance requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on technical merits of the position. Discontinued Operations When a component such as a reportable segment or an operating segment, a reporting unit, or an asset group is classified as held for sale or disposed of, representing a strategic shift that will have a major effect on the Company’s financial results, the component is classified as a discontinued operation. Loss per Common Share Basic loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer forfeitable, and are thus vested. Restricted stock units are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstances under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. F- 24 The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive. Schedule of Common Stock Equivalent Shares Excluded From Diluted Calculations 2024 2023 As of December 31, 2024 2023 Series G Preferred Stock 8,582 8,582 Financing Warrants 39,774 39,774 ABG Warrants 999,540 999,540 AllHipHop Warrants 5,682 5,682 Publisher Partner Warrants 9,800 9,800 Restricted stock units 15,557 199,267 Common stock options 2,943,676 5,451,968 Total 4,022,611 6,714,613 Anti-dilutive securities 4,022,611 6,714,613 Recent Accounting Pronouncements Recently Adopted Accounting Standards In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires certain disclosures for equity securities subject to contractual sale restrictions. ASU 2022-03 was effective for the Company in the fiscal year beginning after December 15, 2023, and interim periods within the fiscal year. The adoption of ASU 2022-03 on January 1, 2024 did not have a material impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , a new standard to improve reportable segment disclosures. The guidance expands the disclosures required for reportable segments in annual and interim financial statements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for public entities’ fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the standard retrospectively in the fourth quarter of 2024 with additional disclosure in the notes to consolidated financial statements (refer to Note 2 and Note 26 for segment reporting). Recently Issued Accounting Standards In December 2023, 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. F- 25 In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide detailed disclosures about the components of significant expense captions presented in the income statement. The Company will be required to disclose, in a tabular format, the amounts recognized within each relevant expense caption in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026; early adoption is permitted using either a prospective or retrospective transition method. The Company is not planning to early adopt. The Company expects ASU 2024-23 to require additional tabular disclosures in the notes to its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. 3. Discontinued Operations On March 18, 2024, the Company discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the Licensing Agreement by ABG on January 18, 2024. The last date of any obligation of the Company to perform under the Licensing Agreement was March 18, 2024. In connection with the termination, certain ABG Warrants vested (further details are provided under the heading Vesting of Warrants in Note 21). The table below sets forth the loss from discontinued operations: Schedule of Discontinued Operations 2024 2023 Years Ended December 31, 2024 2023 Revenue $ 22,159 $ 100,573 Cost of revenue 15,137 53,883 Gross profit (loss) 7,022 46,690 Operating expense Selling and marketing 12,358 49,982 General and administrative (1) 45,907 369 Depreciation and amortization 2,401 14,681 Loss on impairment of assets (2) 39,391 - Total operating expenses 100,057 65,032 Loss from discontinued operations ( 93,035 ) ( 18,342 ) Income tax provision ( 8 ) ( 25 ) Net loss from discontinued operations $ ( 93,043 ) $ ( 18,367 ) (1) General and administrative expenses for the year ended December 31, 2024, includes a $ 45,000 termination fee liability. (2) Loss on impairment of assets for the year ended December 31, 2024 of $ 39,391 , includes $ 8,601 for the impairment of intangible assets and $ 30,790 for the impairment of subscription acquisition costs. The table below sets forth the major classes of assets and liabilities of the discontinued operations: 2024 2023 As of December 31, 2024 2023 Assets Accounts receivable, net $ - $ 13,135 Subscription acquisition costs, current portion - 29,706 Prepayments and other current assets - 807 Current assets from discontinued operations - 43,648 Subscription acquisition costs, net of current portion - 7,215 Acquired and other intangibles assets, net - 11,002 Noncurrent assets from discontinued operations - 18,217 Total assets from discontinued operations $ - $ 61,865 Liabilities Accounts payable $ 1,783 $ 2,554 Accrued expenses and other 519 1,868 Subscription refund liability 423 403 Royalty fee liability (1) 3,750 - Termination fee liability (1) 45,000 - Subscription liability, current portion 44,684 42,848 Current liabilities from discontinued operations 96,159 47,673 Subscription liability, net of current portion - 10,137 Noncurrent liabilities from discontinued operations - 10,137 Total liabilities from discontinued operations $ 96,159 $ 57,810 (1) Further details related to the alleged and disputed royalty fee liability of $ 3,750 and termination fee liability of $ 45,000 are described under the heading ABG Group Legal Matters in Note 25. F- 26 The table below sets forth the cash flows of the discontinued operations: 2024 2023 Years Ended December 31, 2024 2023 Cash flows from operating activities from discontinued operations Net loss from discontinued operations $ ( 93,043 ) $ ( 18,367 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of intangible assets 2,401 14,681 Loss on impairment of assets 39,391 - Stock-based compensation 606 2,768 Bad debt expense 1,058 - Change in operating assets and liabilities: Accounts receivable, net 12,077 ( 64 ) Subscription acquisition costs 6,131 3,143 Prepayments and other current assets 807 724 Accounts payable ( 771 ) ( 4,700 ) Accrued expenses and other (1) ( 1,349 ) 114 Subscription refund liability 20 ( 442 ) Subscription liability ( 8,301 ) ( 4,712 ) Royalty fee liability (1) 3,750 - Termination fee liability (1) 45,000 - Net cash provided by operating activities from discontinued operations $ 7,777 $ ( 6,855 ) (1) Included within accrued expenses and other on consolidated statements of cash flows. Further details regarding legal matters in connection with the discontinued operations are provided under the heading ABG Group Legal Matters in Note 25. 4. Acquisitions and Dispositions The Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805) , and uses the fair value concepts which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their fair values as of the acquisition date. 2023 Acquisition Teneology, Inc. – On January 11, 2023, the Company entered into an asset purchase agreement with Teneology, Inc., (“Teneology”) pursuant to which it acquired certain assets (consisting of the RoadFood media business, including digital and television assets; the Moveable Feast media business, including digital and television assets; the Fexy-branded content studio business; and the MonkeySee YouTube Channel media business, collectively “Fexy Studios”), for a purchase price of $ 3,307 . The purchase price consisted of the following: (1) $ 500 cash paid at closing (including an advance payment of $ 250 prior to closing); (2) $ 75 deferred cash payments due in three equal installments (paid in 2023); (3) $ 200 deferred cash payment due on the first anniversary of the closing date, subject to certain indemnity provisions (further details are provided under the heading Fexy Put Option in Note 16); and (4) the issuance of 274,692 shares of the Company’s common stock, subject to certain lock-up provisions, with a fair value of $ 2,000 on the transaction closing date (fair value was determined based on an independent appraisal); and which was subject to a put option under certain conditions (the “contingent consideration”) (as further described below in Note 16). The number of shares of the Company’s common stock issued was determined based on a $ 2,225 value using the common stock trading price on the day immed iately preceding the January 11, 2023 closing date (on the closing date the common stock trading price was $ 7.94 per share). The agreement also provided for a cash retention pool for certain employees of $ 300 , subject to vesting over three years upon continued employment and other conditions. F- 27 The composition of the purchase price is as follows: Schedule of Composition Preliminary Assets Purchase Price Cash $ 500 Common stock 2,000 Contingent consideration 561 Deferred cash payments, as discounted 246 Total purchase consideration $ 3,307 The 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. The Company incurred $ 99 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The acquisition-related expenses were recorded in general and administrative expenses on the consolidated statements of operations and comprehensive loss. The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Summary of Preliminary Assets Purchase Price Allocation Advertiser relationships $ 663 Brand names 659 Goodwill 1,985 Net assets acquired $ 3,307 The Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates. The fair value of the advertiser relationships were valued using the excess earnings method of the income approach and the brand names were valued using the relief-from-royalty method of the income approach. The estimated useful life is fifteen years ( 15.0 years) for the advertiser relationships and twelve years ( 12.0 years) for the brand names. The excess-of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment. The Company expects $ 1,678 of goodwill to be deductible for tax purposes. Supplemental Pro Forma Information The pro forma disclosures have been deemed impracticable for this acquisition since after making reasonable efforts the Company is unable to accept assumptions made by Teneology. The Company has determined, based on the information provided by Teneology and made available to the Company, that the earnings from the prior periods could not be verified since the acquisition only included certain activities of Teneology and financial statements were not available. In this regard, the Company: (1) made reasonable effort to obtain certain financial results of the certain activities but Teneology was unable to comply with this request; and (2) the presentation of the pro forma results and the assumptions made by Teneology management were unable to be independently substantiated. F- 28 2023 Disposition On November 17, 2023, the Company sold certain assets related to one of Parade’s business components known as Athlon Outdoors for cash proceeds of $ 1,061 ($ 1,000 sale price (with a target working capital of $ 272 ) plus a preliminary working capital adjustment of $ 61 ), as further reduced by a final working capital adjustment of $ 153 , as reflected in accrued expenses and other on the consolidated balance sheets, resulting in a final sale price of $ 908 . In connection with the sale, the Company disposed of certain advertiser relationships and trade name relating to that business component with a carrying value of $ 639 and $ 172 , respectively, along with the accounts receivable and accounts payable of the business component of $ 453 and $ 31 , respectively, resulting in a recognized loss on sale of assets of $ 325 as reflected on the consolidated statements of operations and comprehensive loss. 5. Prepayments and Other Current Assets Prepayments and other current assets are summarized as follows: Schedule of Prepayments and Other Current Assets 2024 2023 As of December 31, 2024 2023 Prepaid expenses $ 2,078 $ 2,139 Prepaid supplies 62 773 Refundable income and franchise taxes 149 157 Unamortized debt costs - 209 Employee retention credits 2,468 2,468 Other receivables - 45 Total prepayments and other current assets $ 4,757 $ 5,791 Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the subsequent extensions of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company determined that it qualifies for the tax credit under the CARES Act. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when earned and to offset the credit against the related expenditure. During the year ended December 31, 2024, the Company recorded the employee retention credits as a reduction to payroll and related expenses of $ 6,868 in operating expenses on the consolidated statements of operations with a corresponding receivable included in prepaid expenses and other current assets on the consolidated balance sheets for the respective periods. During the year ended December 31, 2024, the Company received $ 4,400 in employee retention credits and has a receivable balance remaining of $ 2,468 as of December 31, 2024. 6. Property and Equipment Property and equipment are summarized as follows: Schedule of Property and Equipment 2024 2023 As of December 31, 2024 2023 Office equipment and computers $ 1,777 $ 1,744 Leasehold improvements 54 - Furniture and fixtures 133 166 Gross property and equipment 1,964 1,910 Less accumulated depreciation and amortization ( 1,816 ) ( 1,582 ) Net property and equipment $ 148 $ 328 Depreciation and amortization expense for the years ended December 31, 2024 and 2023 was $ 234 and $ 352 , respectively. Impairment charges for property and equipment for the years ended December 31, 2024 and 2023 of $ 0 and $ 55 , respectively, have been recorded on the consolidated statements of operations and comprehensive loss. F- 29 7. Leases The Company has a real estate lease for the use of office space. The table below presents information related to the operating leases: Schedule of Supplemental Information Related to Operating Leases As of December 31, 2024 2023 Operating lease costs during the year $ 431 $ 1,052 Cash payments included in the measurement of operating lease liability during the year 916 486 Operating lease liability arising from obtaining lease right-of-use assets during the year 2,583 - Weighted-average remaining lease term (in years) as of year-end 5.92 0.75 Weighted-average discount rate during the year 10.90 % 9.90 % The Company generally utilizes its incremental borrowing rates on a collateralized basis, reflecting the Company’s credit quality and the term of the lease at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable. Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. The components of operating lease costs were as follows: Schedule of Operating Lease Costs 2024 2023 As of December 31, 2024 2023 Operating lease costs included in: General and administrative $ 884 $ 1,344 Total operating costs (1) 884 1,344 Less sublease income ( 453 ) ( 292 ) Total operating lease costs $ 431 $ 1,052 (1) Includes certain costs associated with an expired business membership agreement that permitted access to certain office space of $ 0 and $ 620 and month-to-month lease arrangements of $ 0 and $ 396 for the years ended December 31, 2024 and 2023, respectively. Maturities of the operating lease liability as of December 31, 2024 are summarized as follows: Summary of Maturity of Lease Liabilities Years Ending December 31, 2025 $ - 2026 652 2027 652 2028 652 2029 652 Thereafter 597 Total lease payments 3,205 Less imputed interest ( 987 ) Present value of operating lease liability $ 2,218 Current portion of operating lease liability $ 254 Long-term portion of operating lease liability 1,964 Total operating lease liability $ 2,218 Sublease Agreement – The Company has entered into agreements to sublease certain space that it does not occupy, through the duration of the lease terms, with one sublease that expires in September 2024 and two other subleases (these operating leases were recorded as an assumed lease liability in connection with the acquisition of Men’s Journal) that expires in March 2025. As of December 31, 2024, the Company is entitled to receive total sublease income of $ 265 which will offset an assumed liability. F- 30 Lease Termination – Effective September 30, 2021, the Company terminated a certain lease arrangement for office space. In connection with the termination, the Company agreed to pay the landlord cash payments and credits for market rate advertising, where $ 4,000 of cash payments were paid during 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. 8. Platform Development Platform development costs are summarized as follows: Summary of Platform Development Costs 2024 2023 As of December 31, 2024 2023 Platform development $ 31,434 $ 26,054 Less accumulated amortization ( 23,319 ) ( 17,331 ) Net platform development $ 8,115 $ 8,723 A summary of platform development activity is as follows: Summary of Platform Development Cost Activity As of December 31, 2024 2023 Platform development beginning of year $ 26,054 $ 21,493 Payroll-based costs capitalized 5,121 3,773 Less dispositions - ( 164 ) Total capitalized payroll-based costs 31,175 25,102 Stock-based compensation 259 1,016 Impairments - ( 64 ) Platform development end of year $ 31,434 $ 26,054 Amortization expense for platform development for the years ended December 31, 2024 and 2023 was $ 5,988 and $ 6,332 , respectively. Amortization expense for platform development is included in cost of revenue on the consolidated statements of operations and comprehensive loss. Impairment 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. 9. Intangible Assets Intangible assets subject to amortization consisted of the following: Schedule of Intangible Assets Subject to Amortization As of December 31, 2024 As of December 31, 2023 Weighted Average Useful Life (in years) Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 4.70 $ 17,333 $ ( 17,333 ) $ - $ 17,333 $ ( 17,333 ) $ - Trade name 16.10 5,181 ( 1,799 ) 3,382 5,181 ( 1,547 ) 3,634 Brand name 9.50 12,115 ( 3,729 ) 8,386 12,774 ( 2,374 ) 10,400 Subscriber relationships 8.50 2,150 ( 1,379 ) 771 2,150 ( 1,121 ) 1,029 Advertiser relationships 9.90 14,519 ( 4,269 ) 10,250 15,182 ( 2,832 ) 12,350 Database 3.00 1,140 ( 1,140 ) - 1,140 ( 1,140 ) - Digital content 2.00 355 ( 355 ) - 355 ( 311 ) 44 Total intangible assets $ 52,793 $ ( 30,004 ) $ 22,789 $ 54,115 $ ( 26,658 ) $ 27,457 Intangible assets subject to amortization were recorded as part of the Company’s business acquisitions. Amortization expense for the years ended December 31, 2024 and 2023 was $ 3,470 and $ 6,341 , respectively, of which amortization expense for developed technology of $ 0 and $ 2,450 , respectively, is included in cost of revenue on the consolidated statements of operations and comprehensive loss. F- 31 Impairment charges for the year ended December 31, 2024 of $ 1,198 was recorded as a result of the disposition of Fexy Studios intangible assets, including the advertiser relationships of $ 608 and brand names of $ 590 , on the consolidated statements of operations and comprehensive loss. No impairment charges from continuing operations for the year ended December 31, 2023 was recorded for intangible assets. Estimated total amortization expense for the next five years and thereafter related to the Company’s intangible assets subject to amortization as of December 31, 2024 is as follows: Schedule of Future Estimated Amortization expense For Intangible Assets Years Ending December 31, 2025 $ 3,328 2026 3,115 2027 3,115 2028 2,865 2029 2,626 Thereafter 7,740 Intangible assets ,net $ 22,789 10. Other Long-Term Assets Other assets are summarized as follows: Summary of Other Assets 2024 2023 As of December 31, 2024 2023 Security deposit $ 109 $ 420 Other receivables - 90 Prepaid insurance 42 284 Unamortized debt cost - 209 Total other assets $ 151 $ 1,003 11. Goodwill The changes in carrying value of goodwill are as follows: Schedule of Changes in Carrying Value of Goodwill 2024 2023 As of December 31, 2024 2023 Carrying value at beginning of year $ 42,575 $ 39,344 Goodwill acquired in acquisition of Parade - - Goodwill acquired in acquisition of Men’s Journal - 1,246 Goodwill acquired in acquisition of Fexy Studios - 1,985 Carrying value at end of year $ 42,575 $ 42,575 The Company performs an annual goodwill impairment test, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Resulting from a change in reportable segments (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. The goodwill impairment test was conducted at the reporting unit level, which now consists of four reporting units: Sports, Finance, Lifestyle, and Platform. The Company bypassed the qualitative test known as Step Zero and proceeded directly to the quantitative impairment test allowable under ASC 350. 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. Based on the results of the quantitative impairment test, the fair values of all four reporting units exceeded their respective carrying amounts. Accordingly, no goodwill impairment was recorded during the years ended December 31, 2024 and 2023, respectively. F- 32 12. Accrued Expenses and Other Accrued expenses and other are summarized as follows: Schedule of Accrued Expenses 2024 2023 As of December 31, 2024 2023 General accrued expenses $ 2,140 $ 5,551 Accrued payroll and related taxes 3,805 4,515 Accrued publisher expenses 4,066 7,596 Accrued interest - 3,824 Liabilities in connection with acquisitions and dispositions 30 1,119 Assumed lease liability 390 1,328 Lease termination liability - 4,481 Other accrued expenses 559 489 Total accrued expenses and other $ 10,990 $ 28,903 13. Line of Credit Line 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. As of December 31, 2023, in connection with the SLR Default, the Company recorded a $ 900 termination fee representing 2.25 % of the maximum line amount, and the current portion of the unamortized debt costs of $ 209 was reflected in prepayment and other current assets and the noncurrent portion of $ 209 was reflected in other long-term assets on the consolidated balance sheets. As of December 31, 2024 and 2023, the outstanding balance under the Line of Credit was $ 0 and $ 19,609 , respectively. The Company has refinanced the Line of Credit with a new credit facility with Simplify, as further described in Note 17. Information 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. F- 33 14. Liquidated Damages Payable Liquidated damages were recorded as a result of the Registration Rights Damages and the Public Information Failure Damages. Obligations with respect to the liquidated damages payable are summarized as follows: Summary of Liquidated Damages As of December 31, 2024 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB common stock to be issued (1) $ 15 $ - $ - $ 15 Series H convertible preferred stock 566 574 796 1,936 Convertible debentures (2) - 144 89 233 Series J convertible preferred stock (2) 152 152 165 469 Series K convertible preferred stock (2) 166 70 341 577 Total $ 899 $ 940 $ 1,391 $ 3,230 (1) Shares of common stock issuable to MDB Capital Group, LLC (“MDB”) (see Common Stock to be Issued in Note 20). (2) Represents previously issued and converted debt or equity securities. As of December 31, 2023 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB common stock to be issued (1) $ 15 $ - $ - $ 15 Series H Preferred Stock 565 574 659 1,798 Convertible debentures (2) - 144 72 216 Series J convertible preferred stock (2) 152 152 129 433 Series K convertible preferred stock (2) 166 70 226 462 Total $ 898 $ 940 $ 1,086 $ 2,924 (1) Shares of common stock issuable to MDB. (2) Represents previously issued and converted debt or equity securities. As 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 , until paid. There is no scheduled date when the unpaid liquidated damages become due. The Series K convertible preferred stock remains subject to Registration Rights Damages and Public Information Failure Damages, which will accrue in certain circumstances, limited to 6 % of the aggregate amount invested. On 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. On 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 date. 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). F- 34 Information with respect to the liquidated damages recognized on the consolidated statements of operations and comprehensive loss is provided in Note 22. During 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. 15. Other Long-Term Liabilities As of December 31, 2023, other long-term liabilities consisted of $ 350 for an assumed lease liability and $ 56 of other. There were no long-term liabilities as of December 31, 2024. 16. Fair Value Measurement The Company’s financial instruments consist of level 1, Level 2 and level 3 assets as of December 31, 2024 and 2023. As of December 31, 2024 and 2023, the Company’s cash and cash equivalents of $ 4,362 and $ 9,284 , respectively, were Level 1 assets and included savings deposits, overnight investments, and other liquid funds with financial institutions. The 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. Fexy 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. On 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. The 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. F- 35 Liabilities measured at fair value on a recurring basis consisted of the following December 31, 2023: Schedule of Fair Value of Financial Instruments Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Contingent consideration $ 1,571 $ - $ 1,571 $ - Contingent Consideration – The fair value of the contingent consideration was primarily dependent on the common stock trading price on the first anniversary of the closing of the Fexy Studios acquisition, or January 11, 2024. As of December 31, 2023, the estimated fair value was calculated based on the $ 8.10 put option amount based on the exercise price of the Company’s common stock at the acquisition date, less the $ 2.38 the Company’s common stock trading price as of the reporting date, or $ 5.72 per share, multiplied by the number of shares subject to the put option of 274,692 , which approximated the value if the Black-Scholes option-pricing model was used given the proximity date of the put option. For 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. 17. Simplify Loan On August 19, 2024, the Company entered into an amended and restated promissory note (the “Amended Promissory Note”), in connection with the amendment to the March 13, 2024 working capital loan agreement with Simplify, a related party as further described in Note 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. In the event of a default, including but not limited to the failure to pay any amounts when due, the interest will accrue at the Applicable Interest Rate plus five percent ( 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 . In 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. Information 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. 18. Term Debt Pursuant to the Note Purchase Agreement, as amended from time-to time, leading to the Third Amended and Restated Note Purchase Agreement dated December 15, 2022 (the “Third Amended and Restated Notes”) (as further described under the heading Former Principal Stockholder in Note 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”. F- 36 Senior Secured Notes The terms of the Senior Secured Notes provide for: ● a provision for the Company to enter into Delayed Draw Term Notes (as described below); ● a provision where the Company added $ 13,852 to the principal balance of the notes for interest payable prior to January 1, 2022 as payable in-kind; ● a provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments; ● an interest rate of 10.0 % per annum, subject to adjustment in the event of default, with a provision that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, unless waived, the Company will prepay certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions; ● interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes; ● a maturity date of December 31, 2026 , subject to certain acceleration conditions; and ● the Company to enter into the 2022 Bridge Notes for $ 36,000 (as further described below). Delayed Draw Term Notes The terms of the Delayed Draw Term Notes provide for: ● an interest rate of 10.0 % per annum, subject to adjustment in the event of default; ● interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes; and ● a maturity date on December 31, 2026 , subject to certain acceleration terms. 2022 Bridge Notes The terms of the 2022 Bridge Notes provide for: ● an interest rate fixed at 10.0 % per annum (as amended from interest that was payable in cash at an interest rate of 12 % per annum quarterly; with interest rate increases of 1.5 % per annum on March 1, 2023, May 1, 2023, and July 1, 2023, pursuant to the First Amendment, (as further described below); ● a maturity date of December 31, 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; and ● an election to prepay the notes, at any time, in whole or in part with no premium or penalty. F- 37 2023 Notes In 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. The terms of 2023 Notes provide for: ● an interest rate fixed at 10.0 % per annum; ● a maturity date of December 31, 2026; and ● an election to prepay the notes, at any time, at 100 % of the principal amount due with no premium or penalty. The following table summarizes the Term Debt: Schedule of Long Term Debt As of December 31, 2024 As of December 31, 2023 Principal Balance Unamortized Discount and Debt Issuance Costs Carrying Value Principal Balance Unamortized Discount and Debt Issuance Costs Carrying Value Senior Secured Notes, effective interest rate of 10.1 % as of December 31, 2024, as amended $ 62,691 $ ( 181 ) $ 62,510 $ 62,691 $ ( 272 ) $ 62,419 Delayed Draw Term Notes, effective interest rate of 10.2 % as of December 31, 2024, as amended 4,000 ( 21 ) 3,979 4,000 ( 31 ) 3,969 2022 Bridge Notes, effective interest rate of 10.2 % as of December 31, 2024, as amended 36,000 ( 53 ) 35,947 36,000 ( 79 ) 35,921 2023 Notes, effective interest rate of 14.2 % as of December 31, 2024, as amended 8,000 - 8,000 - - - Total $ 110,691 $ ( 255 ) $ 110,436 $ 102,691 $ ( 382 ) $ 102,309 The 2023 Notes with a carrying value of $ 7,887 were reflected in current liabilities on the consolidated balance sheet as of December 31, 2023. The debt issuance costs incurred, as amended based on certain debt modifications, are being amortized over the applicable term of the Term Debt. On December 29, 2023, the Company failed to make the interest payment due on the Term Debt resulting in an event of default with subsequent agreement to a forbearance period that was extended to September 30, 2024. On July 12, 2024, the Company entered into a third amendment to the Third Amended and Restated Notes dated as of December 15, 2022 (“Amendment No. 3”) which further deferred the accrued interest due date to December 31, 2024 (refer to the heading Principal Stockholder in Note 24). On 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). F- 38 As of December 31, 2024, the Term Debt principal maturity of $ 110,691 is due on December 31, 2026. Information for the years ended December 31, 2024 and 2023 with respect to interest expense related to the Term Debt is provided below. Interest Expense The following table represents interest expense: Summary of Interest Expense 2024 2023 Years Ended December 31, 2024 2023 Amortization of debt costs: Line of credit $ 418 $ 214 Senior Secured Notes 91 632 Delayed Draw Term Notes 10 72 2022 Bridge Notes 26 1,216 2023 Notes 113 244 Total amortization of debt costs 658 2,378 Noncash and accrued interest: Senior Secured Notes - 1,602 Delayed Draw Term Notes - 102 2022 Bridge Notes - 920 2023 Notes - 173 Line of credit termination fee - 900 Other accrued interest - 127 Total noncash and accrued interest - 3,824 Cash paid interest: Line of credit 1,706 2,023 Simplify Loan 585 - Senior Secured Notes 6,373 4,754 Delayed Draw Term Notes 406 303 2022 Bridge Notes 3,660 3,763 2023 Notes 812 44 Other 471 1,214 Total cash paid interest ( 1 ) 14,013 12,101 Less interest income ( 2 ) ( 3 ) ( 338 ) Total interest expense $ 14,668 $ 17,965 (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. 19. Preferred Stock The Company has the authority to issue 1,000,000 shares of Preferred Stock, $ 0.01 par value per share, consisting of authorized and/or outstanding shares as of December 31, 2024 as follows: ● 1,800 authorized shares designated as “Series G Convertible Preferred Stock”, of which 168 shares are outstanding. ● 23,000 authorized shares designated as “Series H Convertible Preferred Stock” (as further described below), of which no shares are outstanding. F- 39 Series G Preferred Stock On May 30, 2000, the Company sold 1,800 shares of its Series G convertible Preferred Stock (the “Series G Preferred Stock”), of which 1,631.504 were converted prior to November 2001 and 168.496 shares continue to be outstanding, at a stated value of $ 1,000 per share, convertible into shares of the Company’s common stock, as adjusted for the stock split on February 8, 2022, and will be further adjusted in the event of another stock splits, stock dividends, combinations of shares and similar transactions subject to stock splits. The Series G Preferred Stock is convertible into shares of common stock, at the option of the holder, subject to certain limitations. The Company may require holders to convert all (but not less than all) of the Series G Preferred Stock or buy out all outstanding shares of Series G Preferred Stock at the liquidation value of $ 168 . Holders of Series G Preferred Stock are not entitled to dividends and have no voting rights, unless required by law or with respect to certain matters relating to the Series G Preferred Stock. Upon a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G Preferred Stock, the holder of the Series G Preferred Stock has the option to deem such transaction as a liquidation and may redeem their 168.496 shares at the liquidation value of $ 1,000 per share, or an aggregate amount of $ 168 . The sale of all the assets of the Company on June 28, 2007 triggered the redemption option. As such redemption was not in the control of the Company, the Series G Preferred Stock has been accounted for as if it is redeemable preferred stock and is classified on the consolidated balance sheets as a mezzanine obligation between liabilities and stockholders’ deficiency. The holder of the Series G Preferred Stock still has the ability to exercise the redemption option. Series H Preferred Stock All of the then outstanding shares of Series H convertible Preferred Stock (the “Series H Preferred Stock”) automatically converted into shares of the Company’s common stock on the fifth anniversary date of the initial first closing of the Series H Preferred Stock, or on August 10, 2023, at the conversion price of $ 7.26 per share (the “automatic mandatory conversion”). Further details are provided under the heading Common Stock in Note 20. 20. Stockholders’ Deficiency Common Stock Common Stock Purchase Agreement – On August 19, 2024, in connection with the Amended Promissory Note, the Company and Simplify entered into a Common Stock Purchase Agreement, where $ 15,000 of outstanding indebtedness under the Simplify Loan was exchanged for 17,797,817 shares of the Company’s common stock at a purchase price of approximately $ 0.84 per share, based on a 60-day volume weighted-average price of the Company’s common stock, which approximated the trading price on August 19, 2024, as reflected on the consolidated statements of stockholders’ deficiency. Further information is provided in Note 24. Common Stock Private Placement – On February 14, 2024, the Company entered into a subscription agreement (the “Subscription Agreement”) with Simplify, pursuant to which the Company agreed to sell and issue to Simplify in a private placement (the “Private Placement”) an aggregate of 5,555,555 shares (the “Private Placement Shares”) of the Company’s common stock, at a purchase price of $ 2.16 per share, a price equal to the 60-day volume weighted average price of the Company’s common stock. The Private Placement closed on February 14, 2024 and the Company received proceeds from the Private Placement of $ 12,000 as reflected on the condensed consolidated statements of stockholders’ deficiency. The proceeds were used for working capital and general corporate purposes. Further information is provided in Note 24. F- 40 Restricted 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. Common 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. Common 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. Common Stock Registered Direct Offering – On March 31, 2023, the Company entered into common stock purchase agreements with certain purchasers, pursuant to which the Company issued and sold in a registered direct offering an aggregate of 2,963,918 shares of the Company’s common stock, at a purchase price of $ 3.88 per share. The gross proceeds received were $ 11,500 and after deducting offering expenses of $ 356 , the Company received net proceeds of $ 11,144 , as reflected on the consolidated statements of stockholder’s deficiency. No underwriter or placement agent participated in the registered direct offering. Further information is provided in Note 24. Common 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. Common 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. Exercise 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. Common 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. Restricted Stock Awards Unless otherwise stated, the fair value of a restricted stock award is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued. The estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award (see Note 21) . Common Stock to be Issued In connection with a closing of a private placement on January 4, 2018, MDB, as the placement agent, was entitled to receive 2,701 shares of the Company’s common stock (subject to liquidated damages, see Note 14), which have not been issued as of December 31, 2024, as reflected on the consolidated statements of stockholders’ deficiency as common stock to be issued (see Note 14). F- 41 Common Stock Warrants Warrants were issued to purchase shares of the Company’s common stock in connection with various financings, all of which have expired. As of December 31, 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. The warrants are set to expire on October 20, 2025, resulting in a weighted-average remaining contractual life of approximately 0.80 years. There 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. AllHipHop Warrants – On October 26, 2020, the Company granted AllHipHop, LLC an aggregate of 5,682 warrants for shares of the Company’s common stock with an exercise price of $ 14.30 (the “AllHipHop Warrants”). The AllHipHop Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may be exercised on a cashless basis. ABG Warrants – On June 14, 2019, the Company issued 999,540 warrants to acquire the Company’s common stock to ABG (the “ABG Warrants”) in connection with the Sports Illustrated Licensing Agreement, expiring in ten years . 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 21). Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the ABG Warrants is provided in Note 21. Publisher Partner Warrants – On May 20, 2020, the Board approved a third publisher partner warrant program, which superseded the second publisher partner warrant program and authorized the Company to grant publisher partner warrants to purchase up to 90,910 shares of the Company’s common stock (the “Publisher Partner Warrants”). The issuance of the Publisher Partner Warrants is administered by management and approved by the Board. New Publisher Partner Warrants – On November 2, 2022, the Board approved a warrant incentive program to grant warrants to certain publishers (the “New Publisher Partner Warrants”), that authorized the Company to grant New Publisher Partner Warrants to purchase up to 33,000 shares of the Company’s common stock. The New Publisher Partner Warrants will have the following terms: (i) one-third will become exercisable and vest on the one-year anniversary of the issuance; (ii) the remaining warrants will become exercisable and vest in a series of twenty-four (24) successive equal monthly installments following the first anniversary of the issuance; and (iii) a five-year term. The issuance of the New Publisher Partner Warrants is administered by management and approved by the Board. Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the New Publisher Partner Warrants is provided in Note 21. F- 42 21. Stock–Based Compensation The Company issued stock-based compensation awards under several plans as follows: ● 2016 Plan – On December 19, 2016, the Board adopted the 2016 Stock Incentive Plan (the “2016 Plan”) that allowed the Company to grant restricted stock awards and statutory and non-statutory common stock options to acquire shares of the Company’s common stock to employees, directors and consultants, with vesting variable vesting provisions consisting of time-based and performance-based. The Company is no longer issuing awards under the 2016 Plan. ● 2019 Plan – On April 4, 2019, the Board adopted the 2019 Equity Incentive Plan (the “2019 Plan”) that allowed awards of stock options, restricted stock awards, restricted stock units, unrestricted stock awards, and stock appreciation rights, with variable vesting provisions consisting of time-based, performance-based, or market-based. The Company is no longer issuing option awards under the 2019 Plan. ● Outside Options – The Company granted stock options outside the 2016 Plan and 2019 Plan (the “Outside Options”) that allowed the Company to grant statutory and non-statutory common stock options, with variable vesting provisions consisting time-based, performance-based targets and certain performance achievements. The Company is no longer issuing Outside Options. ● 2022 Plan – On April 18, 2022, the Board adopted the 2022 Stock and Equity Compensation Plan (the “2022 Plan”) that was approved by the Company’s stockholders on June 2, 2022 with a maximum number of shares authorized to be issued under the plan of 1,800,000 . The purpose of the 2022 Plan is to foster the growth and success of the Company by providing a means to attract, motivate and retain officers, directors, key employees, and consultants through awards of stock options, stock appreciation rights, restricted stock awards, unrestricted stock awards and restricted stock units. Shares subject to an award that have been canceled, expired, settled in cash, or not issued or forfeited for any reason will not reduce the aggregate number of shares that may be subject to or delivered under the 2022 Plan and will be available for future awards granted under the 2022 Plan. Common stock options issued under the 2022 Plan may have a term of up to ten years and may have variable vesting provisions based on time and performance. The issuance of awards under the 2022 Plan is administered by the Board or any committee of directors designated by the Board. Restricted Stock Units During the years ended December 31, 2024 and 2023, the Company issued restricted stock units to various employees and members of the board subject to continued service. Upon vesting of the award, subject to certain conditions for release of the award, the Company issues the underlying common stock of the Company. The fair value of a restricted stock unit was determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued during the years ended December 31, 2024, and 2023. A summary of the restricted stock unit activity during the year ended December 31, 2024 is as follows: Schedule of Restricted Stock Units Activity Number of Shares Weighted Average Grant-Date Fair Unvested Vested Value Restricted stock units outstanding at January 1, 2024 199,267 612,871 $ 13.55 Granted 222,396 - 1.55 Vested ( 366,491 ) 366,491 4.11 Issuance of common stock for restricted stock units - ( 971,863 ) Cancelled ( 39,615 ) - 8.72 Restricted stock units outstanding at December 31, 2024 15,557 7,499 6.99 F- 43 On February 28, 2023 and June 30, 2023, the Company modified certain restricted stock units as a result of the resignation of two senior executives, where 38,026 and 42,635 restricted stock units with time-based vesting that were unvested were vested, respectively, subject to certain provisions, resulting in no incremental cost. The aggregate grant date fair value of restricted stock units that vested during the year ended December 31, 2024 was $ 1,507 . The Company’s policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of new shares of its common stock upon conversion of a restricted stock unit to cover the tax obligations. During the year ending December 31, 2025, the Company expects to repurchase approximately 6,000 shares of its common stock to cover the tax obligations upon the conversion of restricted stock units that are expected to vest and be released during the period. The total intrinsic value of shares of the Company’s common stock issued for restricted stock units that were released during the years ended December 31, 2024 and 2023 were $ 454 and $ 2,955 , respectively. Common Stock Options During the years ended December 31, 2024 and 2023, the Company issued common stock options under the 2022 Plan, consisting of primarily of incentive stock options with a term of up to ten years with time-based vesting provisions over three years. The fair value of common stock option awards granted during the years ended December 31, 2024 and 2023 was calculated using a Black-Scholes options-pricing model for the time-based awards under the Up-list Scenario, after the Company’s common stock was listed on the NYSE American. The assumptions utilized are as follows: Schedule of Fair Value of Stock Options Assumptions Years Ended December 31, 2024 2023 Up-list Up-list Risk-free interest rate 3.85 % - 3.98 % 3.46 % - 4.82 % Expected dividend yield 0.00 % 0.00 % Expected volatility 47.32 % - 47.35 % 46.43 % - 47.27 % Expected life 6 years 6 years F- 44 A summary of the common stock option activity during the year ended December 31, 2024 is as follows: Summary of Stock Option Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common stock options outstanding at January 1, 2024 5,451,968 $ 9.56 4.43 Granted 22,843 0.35 Forfeited ( 401,489 ) 7.58 Expired ( 2,129,646 ) 9.20 Common stock options outstanding at December 31, 2024 2,943,676 10.03 2.98 Common stock options exercisable at December 31, 2024 2,265,249 10.06 3.72 Common stock options not vested at December 31, 2024 678,427 Common stock options available for future grants at December 31, 2024 (1) 1,338,225 (1) Common stock available for future issuance under the 2022 Plan represent 1,800,000 of authorized shares; less 422,052 common stock options outstanding and 19,723 restricted stock units outstanding. The 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. The total intrinsic value of common stock options exercised during the years ended December 31, 2024 and 2023 were $ 0 and $ 10 , respectively. The total fair value of common stock options vested during the years ended December 31, 2024 and 2023 were $ 2,412 and $ 10,155 , respectively. The unvested common stock options for which the vesting is expected based on achievement of a performance condition as of December 31, 2024 were 583,143 with a weighted average remaining contractual term of 4.28 years. The Company’s policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of its common stock upon exercise of common stock options to cover the tax obligations and any cashless exercise. As of December 31, 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. F- 45 Modification of Awards – On February 28, 2023, the Company modified certain equity awards as a result of the resignation of a senior executive employee where 38,026 restricted stock units with time-based vesting that were unvested were vested and 21,117 options to purchase shares of the Company’s common stock with time-based vesting that were unvested were vested, each subject to compliance with applicable securities laws and certain other provisions. In connection with the modification of these equity awards, the Company agreed to purchase a total of 45,632 options to purchase shares of the Company’s common stock (including previously vested options to purchase shares of the Company’s common stock of 24,515 ) as of the resignation date of the employee at a price of $ 10.29 per share, reduced by the exercise price and required tax withholdings, subject to certain conditions. The modification of the equity awards resulted in the unamortized costs being recognized at the modification date. The cash price of $ 10.29 per option less the strike price of $ 8.82 per option resulted in incremental cost of $ 68 being recognized at the modification date. The modification resulted in liability classification of the equity awards, with $ 68 paid during the year ended December 31, 2024. On June 30, 2023, the Company modified certain equity awards upon the resignation of a senior executive employee pursuant to which unvested restricted stock units for 42,635 shares of the Company’s common stock vested, and unvested options for 29,701 shares of the Company’s common stock vested with the exercise period extended for the 10 -year contractual term of the options from the grant date of the award. In connection with the termination, the unamortized costs of the awards of $ 773 was recognized at the termination date and $ 284 of incremental cost was recognized as a result of the option award modification upon termination of the senior executive. On 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”). 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. ABG Warrants In connection with the Licensing Agreement and issuance of the ABG Warrants to purchase up to 999,540 shares of the Company’s common stock, the Company recorded the issuance of the warrants as stock-based compensation with the fair value of the warrants measured at the time of issuance and expensed over the requisite service period. A summary of the ABG Warrant activity during the year ended December 31, 2024 is as follows: Schedule of Warrants Activity Number of Shares Weighted Average Weighted Average Remaining Contractual Life Unvested Vested Exercise Price (in years) ABG Warrants outstanding at January 1, 2024 599,724 399,816 $ 11.55 5.46 Vested ( 599,724 ) 599,724 - - ABG Warrants outstanding at December 31, 2024 - 999,540 11.55 4.45 There was no intrinsic value of exercisable but unexercised in-the-money ABG Warrants as of December 31, 2024 based on a fair market value of the Company’s common stock of $ 1.34 per share on December 31, 2024. Information on the acceleration of the vesting of the ABG Warrants is provided in Note 27. F- 46 Publisher Partner Warrants Publisher Partner Warrants – Publisher Partner Warrants outstanding as of January 1, 2023, totaling 4,154 , expired during the year ended December 31, 2023. As of December 31, 2024 and 2023, there are no Publisher Partner Warrants outstanding. A summary of the Publisher Partner Warrants activity during the year ended December 31, 2024 is as follows: Schedule of Warrants Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Publisher Partner Warrants outstanding at January 1, 2024 9,800 $ 6.91 4.15 Granted - 6.91 3.15 Publisher Partner Warrants outstanding at December 31, 2024 9,800 7.11 3.14 Publisher Partner Warrants exercisable at December 31, 2024 6,062 Publisher Partner Warrants not vested at December 31, 2024 3,738 Publisher Partner Warrants available for future grants at December 31, 2024 23,200 There was no intrinsic value of exercisable but unexercised in-the-money Publisher Partner Warrants since the fair market value of $ 1.34 per share of the Company’s common stock was lower than the exercise prices on December 31, 2024. Stock-Based Compensation Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2024 and 2023 are summarized as follows: Summary of Stock-based Compensation Year Ended December 31, 2024 Restricted Stock Equity Plans Warrants Totals Cost of revenue $ 119 $ 745 $ 13 $ 877 Selling and marketing 20 187 - 207 General and administrative 909 432 - 1,341 Total costs charged to operations 1,048 1,364 13 2,425 Capitalized platform development - 259 - 259 Total stock-based compensation $ 1,048 $ 1,623 $ 13 $ 2,684 F- 47 Year Ended December 31, 2023 Restricted Stock Equity Plans Warrants Totals Cost of revenue $ 2,092 $ 2,136 $ 10 $ 4,238 Selling and marketing 257 961 - 1,218 General and administrative 6,372 3,454 1,010 10,836 Total costs charged to operations 8,721 6,551 1,020 16,292 Capitalized platform development - 1,016 - 1,016 Total stock-based compensation $ 8,721 $ 7,567 $ 1,020 $ 17,308 Unrecognized compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2024 was as follows: Schedule of Unrecognized Compensation Expense As of December 31, 2024 Restricted Stock Equity Plans ABG Warrants Totals Unrecognized compensation expense $ 451 $ 1,015 $ 19 $ 1,485 Weighted average period expected to be recognized (in years) 0.93 1.02 1.52 1.00 22. Income Taxes The components of the (provision) benefit for income taxes consist of the following: Schedule of Income Taxes 2024 2023 Years Ended December 31, 2024 2023 Current tax (provision) benefit: Federal $ - $ - State and local ( 46 ) ( 63 ) Total current tax (provision) benefit ( 46 ) ( 63 ) Deferred tax (provision) benefit: Federal ( 55 ) ( 57 ) State and local ( 148 ) ( 77 ) Total deferred tax (provision) benefit ( 203 ) ( 134 ) Total income tax (provision) benefit $ ( 249 ) $ ( 197 ) F- 48 The components of deferred tax assets and liabilities were as follows: Schedule of Components of Deferred Tax Assets and Liabilities 2024 2023 As of December 31, 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 57,207 $ 52,353 Interest limitation carryforward 14,289 10,028 Tax credit carryforwards 264 264 Allowance for credit losses 1,070 388 Accrued expenses and other 999 891 Termination fee liability 13,743 - Lease termination - 1,017 Liquidated damages 911 794 Unearned revenue 12,626 5,148 Stock-based compensation 4,964 7,229 Operating lease liability - 58 Depreciation and amortization - 4,146 Deferred tax assets 106,073 82,316 Valuation allowance ( 103,606 ) ( 76,367 ) Total deferred tax assets 2,467 5,949 Deferred tax liabilities: Acquired and other intangible assets ( 2,729 ) ( 6,548 ) Depreciation and amortization ( 518 ) - Operating lease liability ( 22 ) - Total deferred tax liabilities ( 3,269 ) ( 6,548 ) Net deferred tax liabilities $ ( 802 ) $ ( 599 ) The Company must make judgements as to the realization of deferred tax assets that are dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. To the extent that the Company believes that recovery is not likely, it must establish a valuation allowance. A valuation allowance has been established for deferred tax assets which the Company does not believe meet the “more likely than not” criteria. The Company’s judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If the Company’s assumptions and consequently its estimates change in the future, the valuation allowances it has established may be increased or decreased, resulting in a respective increase or decrease in income tax expense. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance primarily against its deferred tax assets up to the deferred tax liabilities, except for deferred tax liabilities on indefinite lived intangible assets, as of December 31, 2024 and 2023. F- 49 As of December 31, 2024, the Company had federal, state, and local net operating loss carryforwards available of $ 210,633 , $ 161,471 and $ 59,138 respectively, to offset future taxable income. Net operating losses for U.S. federal tax purposes of $ 184,730 do not expire (limited to 80% of taxable income in a given year) and $ 25,903 will expire, if not utilized, through 2037 in various amounts. As of December 31, 2023, the Company had federal, state, and local net operating loss carryforwards available of $ 193,801 , $ 145,968 and $ 53,002 , respectively, to offset future taxable income. Sections 382 and 383 of the Internal Revenue Code imposes restrictions on the use of a corporation’s net operating losses, as well as certain recognized built-in losses and other carryforwards, after an ownership change occurs. A section 382 ownership change occurs if one or more stockholders or groups of stockholders who own at least 5% of the Company’s common stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Future issuances or sales of the Company’s common stock (including certain transactions involving the Company’s common stock that are outside of the Company’s control) could also result in an ownership change under section 382. If an ownership change occurs, Section 382 would impose an annual limit on the amount of pre-change net operating losses and other losses the Company can use to reduce its taxable income generally equal to the product of the total value of the Company’s outstanding equity immediately prior to the ownership change (subject to certain adjustments) and the long-term tax exempt interest rate for the month of the ownership change. The Company believes that it did have a change in control under these sections in connection with its recapitalization on November 4, 2016 and utilization of the carryforwards would be limited such that the majority of the carryforwards will never be available. Accordingly, the Company has not recorded those net operating loss carryforwards and credit carryforwards in its deferred tax assets. 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. 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, 2024 and 2023. The 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 Years Ended December 31, 2024 2023 Amount Percent Amount Percent Federal benefit expected at statutory rate $ ( 1,558 ) 21.0 % $ ( 7,774 ) 21.0 % State and local taxes, net of federal benefit ( 569 ) 7.7 % ( 1,714 ) 4.6 % Stock-based compensation 2,284 - 30.8 % 3,472 - 9.4 % Unearned revenue ( 407 ) 5.5 % ( 562 ) 1.5 % Interest expense 36 - 0.5 % 62 - 0.2 % Lease termination ( 407 ) 5.5 % ( 294 ) 0.8 % Other differences, net 198 - 2.7 % 735 - 1.9 % Valuation allowance 672 - 9.1 % 6,272 - 16.9 % Income tax provision (benefit) and effective income tax rate $ 249 - 3.4 % $ 197 - 0.5 % The Company recognizes the tax benefit from uncertain tax positions only if it is “more likely than not” that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company is also required to assess at each reporting date whether it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next 12 months. F- 50 The Company did not recognize any uncertain tax position, or any accrued interest and penalties associated with uncertain tax positions for the years ended December 31, 2024 and 2023. The Company files tax returns in the U.S. federal jurisdiction and New York, California, and other states. The Company is generally subject to examination by income tax authorities for three years from the filing of a tax return, therefore, the federal and certain state returns from 2018 forward and the California returns from 2017 forward are subject to examination. The Company currently is under examination by a state tax authority. 23. Employee Benefit Plans The Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject to limitations. The plan allows for discretionary matching contributions by the Company, up to 4% of eligible annual compensation made by participants of the plan. The Company contributions to the plan were $ 1,295 and $ 2,125 for the years ended December 31, 2024 and 2023, respectively. 24. Related Party Transactions Principal Stockholders Loan 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 Officer. He was later appointed as the interim Co-President. Upon completion of their work under the FTI Engagement satisfactory to Renew and the Company, the FTI Engagement was terminated as of April 26, 2024 and Mr. Frankl resigned as Co-President and Chief Business Transformation Officer. On July 12, 2024, as described above, the Company entered into Amendment No. 3, pursuant to which interest that was, or will be, due on December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024 was due on or before December 31, 2024, as well as the interest otherwise due on December 31, 2024 (all of which was paid before December 31, 2024). The deferral was contingent on, among other things, no events of default occurring under the Loan Documents during the deferral period. On November 6, 2024, the Company received a letter from Renew confirming the Company is not currently in default under the Loan Documents due to the cure of the default identified in the forbearance letter (see Note 18). As of December 31, 2024, the outstanding principal on the Loan Documents was $ 110,691 . For 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). Simplify Loan Exchange for Common Stock – On August 19, 2024, in connection with the Common Stock Purchase Agreement, $ 15,000 of outstanding indebtedness under the Simplify Loan was exchanged for 17,797,817 shares of the Company’s common stock. Simplify 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. F- 51 Simplify 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. Common 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. Business Combination – Effective August 19, 2024, the Business Combination Agreement, dated November 5, 2023, as amended (the “Business Combination Agreement”), among the Company, Simplify, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, LLC was terminated by mutual agreement. The Company incurred no penalties as a result of the early termination of the Business Combination Agreement. Former Principal Stockholder Note Purchase Agreement – The Company had an outstanding obligation with BRF Finance Co., LLC (“BRF”), an affiliated entity of B. Riley Financial, Inc. (“B. 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; and (4) then to the Senior Secured Notes. All borrowings under the Notes are collateralized by substantially all assets of the Company secured by liens and guaranteed by the Company’s subsidiaries. The Notes provide for a default interest rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration of the Notes under certain conditions. The Notes provided for certain affirmative covenants, including certain financial reporting obligations. On December 1, 2023, Renew purchased all of the notes held by B. Riley and assumed the role of agent under the Note Purchase Agreement, and also purchased all of the common stock held by B. Riley. For the year ended December 31, 2023, the Company paid in cash interest of $ 9,068 on the Notes, due to BRF. Registered 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. Riley, at a price per share of $ 3.88 per share. F- 52 Board Members Registered Direct Offering – On March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 317,518 shares of the Company’s common stock for a total of $ 1,232 in gross proceeds with certain directors and affiliates, at a price of $ 3.88 per share, as follows: (i) 64,000 shares for $ 248 to H. Hunt Allred, a director, through certain trusts ( 32,000 shares are directly beneficially owned by the Allred 2002 Trust - HHA and 32,000 shares are directly beneficially owned by the by Allred 2002 Trust - NLA); (ii) 195,529 shares for $ 759 to 180 Degree Capital Corp, a former beneficial holder of more than 5 % of the Company’s common stock; (iii) 25,773 shares for $ 100 to Daniel Shribman, a former director; (iv) 25,773 shares for $ 100 to Ross Levinsohn, a former director and the Company’s former Chief Executive Officer; and (v) 6,443 shares for $ 25 to Paul Edmonson, the Company’s Chief Executive Officer. 25. Commitments and Contingencies Claims and Litigation – From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business. The outcome of any litigation is inherently uncertain. Based on the Company’s current knowledge it believes that the final outcome of the matters discussed below will not likely, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows; however, in light of the uncertainties involved in such matters, there can be no assurance that the outcome of each case or the costs of litigation, regardless of outcome, will not have a material adverse effect on the Company’s business. On January 30, 2024, the former President, Media filed an action against the Company and Manoj Bhargava, the former interim CEO and a principal stockholder, alleging claims for breach of contract, failure to pay wages and defamation, among other things, in the United States District Court of the Southern District of New York, seeking damages in an unspecified amount. On November 15, 2024, the Company has executed a confidential settlement agreement with the former President, Media which fully resolved the matter to the satisfaction of the parties to the litigation. On March 21, 2024, the former CEO and Chairman of the board of directors filed an action against the Company, members of its board of directors and Simplify, alleging claims for retaliation, breach of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking damages in an amount of $ 20,000 . The Company and board member Carlo Zola filed a Cross Complaint and Answer on June 20, 2024. Apart from Mr. Zola, the remaining individual board member defendants successfully filed a Motion to Quash Service of Summons based on lack of jurisdiction, and they have been dismissed from the case. 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. ABG Group Legal Matters On April 1, 2024, Authentic Brands Group, LLC, ABG-SI, LLC, and ABG Intermediate Holdings 2 LLC (collectively referred to as the “ABG Group”) filed an action against the Company and Manoj Bhargava, the former interim CEO of the Company and a principal stockholder, alleging, among other things, breach of contract in the United States District Court of the Southern District of New York seeking damages in the amount of $ 48,750 (the alleged and disputed $ 3,750 royalty fee liability and $ 45,000 termination fee liability as reflected in current liabilities from discontinued operations). On June 7, 2024, the Company filed a response denying ABG Group’s alleged breach of contract action and filed a counterclaim against ABG Group and Minute Media, Inc. alleging, among other things, unfair competition, misappropriation of trade secrets, unjust enrichment, breach of contract and tortious interference with contract. On August 2,2024, ABG Group filed an amended complaint which the Company responded to on August 22, 2024 and subsequently filed counterclaims against ABG Group and Sportority, Inc. d/b/a Minute Media. A settlement conference was held on December 4, 2024. On March 4, 2025, ABG Group filed a Second Amended Complaint adding allegations and additional claims against Mr. Bhargava. The allegations and claims asserted against the Company remain substantially the same as those in ABG Group’s original complaint filed April 1, 2024. On August 30, 2024, each of ABG, Minute Media, Inc., and Mr. Bhargava filed respective motions to dismiss, which motions were fully briefed as of November 1, 2024. The motions remain pending with Mr. Bhargava’s motion needing to be restated and briefed after the subsequent filing of the Second Amended Complaint. The Company intends to vigorously defend itself against the allegations made in this lawsuit. 26. Segment Reporting The Company leverages its Platform to build content verticals powered by anchor brands. The Company’s strategy is to focus on key subject matter verticals where audiences are passionate about a topic category where it can leverage the strength of its core brands to grow its audience and monetize editorially focused online content through various display and video advertisements that are viewed by internet users of the content. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The 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. The 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. F- 53 Each of the reportable segments derives its revenue from digital advertising, digital subscriptions, performance marketing, publisher revenue, and licensing and publisher revenues as described above in Note 2. The following tables summarize key financial information by segment: Schedule of Financial Information by Segment Sports & Leisure Finance Lifestyle Platform Total For the Year Ended December 31, 2024 Sports & Leisure Finance Lifestyle Platform Total Digital advertising $ 37,996 $ 14,475 $ 29,462 $ 11,075 Digital subscriptions - 7,760 - 40 Publisher Revenue 2,982 1,140 2,994 798 Performance Marketing 156 4,207 6,564 - 10,927 Other digital revenue 609 152 478 3,946 Total digital revenue 41,743 27,734 39,498 15,859 Print revenue 706 - 367 - Total 42,449 27,734 39,865 15,859 $ 125,907 Less: (1) External Cost of Content (1) 10,594 163 1,419 8,072 Internal Cost of Content (1) 7,184 6,847 10,015 36 Technology costs (1) 4,206 2,376 3,002 1,361 Print, distribution and fulfillment costs (1) 311 - 579 - Other segment items (1) 65 - 194 - Segment gross profit (1) $ 20,089 $ 18,348 $ 24,656 $ 6,390 69,483 Reconciliation of Segment Gross Profit to Net Income (Loss) Before Income Taxes: Unallocated cost of revenue amounts: Internal cost of content 2,021 Technology costs 5,756 Amortization of developed technology and platform development 5,988 Selling and marketing 12,548 General and administrative 30,399 Depreciation and amortization 3,704 Interest expense, net 14,668 Loss on impairment of assets 1,198 Change in valuation of contingent consideration 313 Liquidated damages 306 Net income (loss) before income taxes $ ( 7,418 ) (1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. F- 54 Sports & Leisure Finance Lifestyle Platform Total For the Year Ended December 31, 2023 Sports & Leisure Finance Lifestyle Platform Total Digital advertising $ 51,434 $ 15,415 $ 30,324 $ 9,109 Digital subscriptions - 11,925 - 31 Publisher Revenue 5,565 1,278 2,987 1,111 Performance Marketing 998 992 1,413 46 3,449 Other digital revenue 127 28 465 875 Total digital revenue 58,124 29,638 35,189 11,172 Print revenue 7,860 - 1,647 - Total 65,984 29,638 36,836 11,172 $ 143,630 Less: (1) External Cost of Content (1) 18,381 259 1,853 6,600 Internal Cost of Content (1) 7,882 6,690 9,561 36 Technology costs (1) 3,339 5,620 2,478 2,503 Print, distribution and fulfillment costs (1) 3,050 - 552 - Other segment items (1) 6 5 362 - Segment gross profit (1) $ 33,326 $ 17,064 $ 22,030 $ 2,033 74,453 Reconciliation of Segment Gross Profit to Net Income (Loss) Before Income Taxes: Unallocated cost of revenue amounts: Internal cost of content 2,962 Technology costs 7,436 Amortization of developed technology and platform development 8,782 Selling and marketing 24,263 General and administrative 43,783 Depreciation and amortization 4,243 Interest expense, net 17,965 Loss on impairment of assets 119 Change in valuation of contingent consideration 1,010 Liquidated damages 583 Loss on sale assets 325 Net income (loss) before income taxes $ ( 37,018 ) (1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. The Company’s long-lived assets, consisting of property and equipment, and operating leases, are located in the United States. No asset information is provided to the CODM. 27. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the consolidated financial statements. Resignation and Appointments On 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. Edmondson as full Chief Executive Officer of the Company. F- 55