What changed in this filing

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Item 1A. Risk Factors

2026-03-24 compared with 2025-03-10 · 35 added, 20 removed, 493 unchanged (10% of the section changed)

11 unchanged sentences

• Our economic performance has raised substantial doubt about our ability to continue as a going concern.

• If we fail to establish and maintain adequate internal control over our financial and management system, our ability to accurately and timely report our financial results could be adversely affected, resulting in errors in our financial reporting, which could cause a loss of investor confidence.

• We are continuing to remediate significant deficiencies in our internal controls, and if we fail to establish and maintain adequate internal control over our financial and management system, our ability to accurately and timely report our financial results could be adversely affected, resulting in errors in our financial reporting, which could cause a loss of investor confidence.

• We depend upon a substantial portion of our revenues from a limited number of customers.

35 unchanged sentences

• Our creative advertising services division may not be able to remain competitive or retain key clients.

• Rapid changes in technology, including advancements in artificial intelligence, and intense competition in our markets could adversely affect our business.

Risks Related to the Ownership of Our Securities

• There is a limited public market for our common stock.

• There is a limited public market for our common stock and such market may become more limited if our common stock is moved to the OTCID Basic Market tier of the OTC Markets Group.

• We have outstanding options and warrants to purchase approximately 6% of our outstanding common stock, which will have a dilutive effect on our existing shareholders if converted or exercised.

15 unchanged sentences

As of December 31, 2025, we owed Centre Lane $86.1 million under the Centre Lane Senior Secured Credit Facility.

Of this amount, $952,000 is due on each of March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025, respectively.

The remaining balance of $75.0 million is due in 2026 or later.

Of this amount, $1.8 million is due on March 31, 2026, $1.4 million is due on June 30, 2026, and $1.4 million is due on September 30, 2026.

The remaining balance of $81.5 million is due on December 20, 2026.

If we have insufficient cash to pay these amounts, and we are otherwise unable to extend the maturity dates or refinance these obligations, we would be in default.

22 unchanged sentences

Moreover, the Sarbanes-Oxley ("SOX") requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.

If we have a material weakness or deficiency in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated.

We have previously identified material weaknesses and significant deficiencies in our internal controls over financial reporting and have been working to remediate them.

The existence of these deficiencies means that we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated.

Effective internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud.

As a result, our failure to maintain effective financial and management systems and internal controls could result in errors in our financial reporting, us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements.

As a result, our failure to remediate these deficiencies and maintain effective financial and management systems and internal controls could result in errors in our financial reporting, us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements.

We depend upon a substantial portion of our revenues from a limited number of customers.

For the year ended December 31, 2024, one customer represented 12.2% of our revenue, and for the year ended December 31, 2023, two customers represented 23.0% of our revenue, with one customer representing 10.0% of our revenue, and the other representing 13.0% of our revenue.

For the year ended December 31, 2025, two customers represented 13.6% and 11.9% of our revenue, respectively, and for the year ended December 31, 2024, one customer represented 12.2% of our revenue.

The loss of these customers could have a material adverse impact on our results of operations in future periods.

62 unchanged sentences

Our success is dependent in part upon our ability to effectively expand and manage our relationships with our publishers.

Outside of our owned and operated websites, our AdTech business is dependent upon our publishing partners to provide the media it sells.

Outside our owned and operated websites, our AdTech business is dependent upon our publishing partners to provide the media it sells.

Our AdTech business depends on these publishers to make their respective media inventories available to it to use in connection with the campaigns that it manages, creates, or markets.

265 unchanged sentences

To the extent that we are not able to remain competitive or retain key clients, our revenue may be adversely affected, which could have a material adverse effect on our business, results of operations and financial position.

Rapid changes in technology, including advancements in artificial intelligence, and intense competition in our markets could adversely affect our business.

We face intense competition in the marketplace and are confronted by rapidly changing technology, including advancements in artificial intelligence (“AI”), evolving industry standards and consumer needs, and the frequent introduction of new solutions by our competitors to which we must adapt and respond.

Our future success will depend in part upon our ability to enhance our existing solutions and to develop and introduce new products and services in a timely manner with features and pricing that meet changing client and market requirements.

If we fail to effectively adopt AI technologies in our products or operations, we may be at a competitive disadvantage relative to companies that are able to more effectively leverage such technologies.

Advancements in artificial intelligence present both opportunities and risks to our business, particularly within the context of the open internet and digital advertising.

AI-driven platforms, especially those integrated with large technology platforms or closed ecosystems, have the potential to alter the competitive dynamics of digital advertising by changing the way users access information and content on the open internet.

This shift could reduce advertiser reliance on the open internet and create challenges for independent publishers, which in turn could negatively impact our business model and the demand for our advertising solutions.

In addition, the increasing use of AI-powered search tools and generative AI services may allow users to obtain information directly from AI-generated responses rather than visiting publisher websites.

This shift could reduce traffic to our publishing platforms, decrease user engagement and negatively affect advertising revenue generated from those properties.

The rapid evolution of AI technologies could also change advertiser demand, reduce demand for traditional display advertising or shift advertising budgets to new formats and approaches.

If we are unable to respond to these technological developments, adapt our products and services, or compete effectively with AI-driven platforms and ecosystems, our business, financial condition and results of operations could be adversely affected

RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES

There is a limited public market for our common stock.

There is a limited public market for our common stock and our shares may be quoted on a lower tier of the OTC Markets.

Our shares of common stock, par value $0.01 per share, (the "common stock") are currently quoted for trading on the OTCQB Market.

2 unchanged sentences

There is extremely limited and sporadic trading of our common stock, and no assurance can be given, when, if ever, an active trading market will develop or, if developed, that it will be sustained.

In addition, if we fail to maintain the continued eligibility requirements for the OTCQB Market, including the minimum bid price requirement, our common stock may be removed from the OTCQB Market and quoted on a lower tier of the OTC Markets.

Any such downgrade could further reduce the visibility, liquidity and trading activity of our common stock.

We have outstanding options and warrants to purchase approximately 6% of our outstanding common stock, which will have a dilutive effect on our existing shareholders if converted or exercised.

3 unchanged sentences

We have entered into and may, in the future, enter into various debt transactions and agreements with Centre Lane, including the Centre Lane Senior Secured Credit Facility.

Centre Lane has no fiduciary duty to make decisions in our best interest.

Centre Lane is entitled to vote our common stock in accordance with its own interests, which may be contrary to our and your interests and Centre Lane is not obligated to offer us business opportunities or to offer to loan additional amounts to us.

Centre Lane may not have any fiduciary duty to make decisions in our best interest.

Centre Lane generally is entitled to vote our common stock in accordance with its own interests, which may be contrary to our and your interests and Centre Lane is not obligated to offer us business opportunities or to offer to loan additional amounts to us.

We believe that the debt transactions and agreements that we have entered into with Centre Lane are on terms that are at least as favorable as could reasonably have been obtained at such time from third parties.

15 unchanged sentences

Any provision of our Articles of Incorporation, our Bylaws or Florida law that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares of common stock or warrants, and could also affect the price that some investors are willing to pay for our shares of common stock or warrants.

Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control.

Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control, or, in the case of ownership of our common stock by Centre Lane, causing a change of control.

Our common stock ownership is highly concentrated.

2 unchanged sentences

In addition, 10th Lane Partners LP, an affiliate of Centre Lane, beneficially owns approximately 26.1% of our common stock (which amount includes the holdings of two other Centre Lane affiliates) and an individual shareholder owns an additional 5.9% of our common stock.

As a result of the concentrated ownership of the Company's stock, these people collectively may be able to control all matters requiring shareholder approval, including the election of directors and approval of mergers and other significant corporate transactions.

This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our Company.

As a result of the concentrated ownership of the Company's stock, these people collectively, or Centre Lane individually, may be able to control all matters requiring shareholder approval, including the election of directors and approval of mergers and other significant corporate transactions.

This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our Company, or, in the case of Centre Lane, causing a change of control to benefit Centre Lane.

It could also deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company, and it may affect the market price of our common stock.

15 unchanged sentences

It encompasses risk management, a management framework, governance, education and training across the organization, SOC2 compliance, and an incident response protocol.

We employ a proactive risk management strategy to identify, assess, track, and mitigate cyber security risks.

We employ a proactive risk management strategy to identify, assess, track, and mitigate cybersecurity risks.

Our risk assessment process involves continuous monitoring of our IT infrastructure, external vulnerability assessments, and reviews of our third-party relationships.

1 unchanged sentence

Our Cybersecurity management framework is aligned with the Cybersecurity Framework (CSF) developed by the National Institute of Standards and Technology (NIST) and COBIT 2019.

This framework provides a structured approach to managing our policies, standards, and processes, improving our cyber security posture.

This framework provides a structured approach to managing our policies, standards, and processes, improving our cybersecurity posture.

Additionally, we maintain SOC2 compliance, demonstrating our adherence to industry-recognized security standards and best practices.

2 unchanged sentences

Our Global IT Director has over 25 years of experience in technology and security.

Our board of directors and executive leadership approves cyber security strategies, initiatives, and investments to ensure alignment with business objectives and risk tolerance.

In the event of a cyber security incident, we would follow an incident response protocol that includes procedures for incident tracking, escalation, containment, eradication, and recovery.

As part of our incident response process, we would adhere to SEC reporting requirements related to cyber security incidents, providing timely and transparent disclosures as necessary.

Our board of directors and executive leadership approves cybersecurity strategies, initiatives, and investments to ensure alignment with business objectives and risk tolerance.

In the event of a cybersecurity incident, we would follow an incident response protocol that includes procedures for incident tracking, escalation, containment, eradication, and recovery.

As part of our incident response process, we would adhere to SEC reporting requirements related to cybersecurity incidents, providing timely and transparent disclosures as necessary.

Cybersecurity threats, and their evolving nature, pose a risk to us and our strategy, results of operations, and financial condition in the future.

11 unchanged sentences

The Company retains the ability to use the address as its mailing address.

As of December 31, 2024, all of the Company's employees work remotely.

As of December 31, 2025, all the Company's employees work remotely.

We periodically review our facility requirements and may acquire new facilities based on evolving business needs.

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

What changed 10-K

Item 1A. Risk Factors