Arena Group Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

($ in thousands, unless otherwise stated)

1. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements include the accounts of The Arena Group Holdings, Inc. and its wholly owned subsidiaries (“The Arena Group” or the “Company”), after eliminating all significant intercompany balances and transactions.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in The Arena Group’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026.

The condensed consolidated financial statements as of June 30, 2026 and 2025, and for the three months and six months ended June 30, 2026 and 2025, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2025, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.

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. Changes in algorithms may affect search engine rankings throughout the sector and potentially lead to decreased traffic to the Company's websites. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development.

Uncertainty in the global economy presents significant risks to the Company’s business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and in the Middle East and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on 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.

Segment Reporting

The Company operates within the media industry, providing digital content across four primary verticals (as further described in Note 19) through its publishing platform. The Company leverages its publishing 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 hasfour reportable segments: Sports & Leisure, Finance, Lifestyle, and Platform & Other. The Company’s reportable segments are organized in subject matter verticals that offer content on the respective topic.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM evaluates performance and allocates resources for all of the Company's 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 19).

Use of Estimates

The preparation of the Company’s condensed 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 condensed 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; and assumptions used to calculate contingent liabilities. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates.

Recently Issued Accounting Standards Updates

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 2024-03 to require additional tabular disclosures in the notes to its condensed consolidated financial statements.

Income (loss) per Common Share

Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted net income (loss) per common share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of stock awards, and in the three and six months ended June 30, 2025, our Series G convertible preferred stock.

The following table sets forth the computation of basic and diluted income (loss) per common share attributable to the Company’s stockholders(in thousands, except per share data):

(1) Includes: restricted stock awards only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested; restricted stock units only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested; and contingently issuable shares only when there are no circumstances under which those shares would not be issued.

(2)On December 9, 2025,168 shares of Series G Convertible Preferred Stock were converted to common stock. As a result, no convertible preferred shares are outstanding as of June 30, 2026.

Potentially dilutive securities include dilutive common stock from assumed exercise of stock options, restricted stock units, and warrants, using the treasury stock method. Under the treasury stock method, potential shares outstanding are not included in the computation of diluted net income per common share if their effect is anti-dilutive. Anti-dilutive potential shares of common stock are as follows:

(1) Financing Warrants, ABG Warrants, AllHipHop Warrants, and Publisher Partner Warrants were all either expired, forfeited, or cancelled as of December 31, 2025.

2. 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.

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

The table below sets forth the income from discontinued operations:

(1) Revenue for the three and six months ended June 30, 2025 include the derecognition of SI related subscription liabilities of $45,107 for which the Company has no remaining obligations.

(2) Cost of revenue and selling and marketing expenses for the three and six months ended June 30, 2025, include adjustments to previously reported accounts payable that were settled for a reduced amount.

(3) General and administrative expenses for the three and six months ended June 30, 2025, include a reversal of SI business related liabilities, including a $45,000 termination fee liability (recorded in the six months ended June 30, 2024), a $3,750 royalty fee liability and $221 of previously reported accounts payable that was settled for a reduced amount.

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

3. Acquisitions and Dispositions

The Company uses the acquisition method of accounting, which is based on ASC 805, Business Combinations (ASC 805), and uses the fair value concept which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their fair values as of the acquisition date. There were no acquisitions or dispositions during the three and six months ended June 30, 2026.

On May 12, 2025, the Company entered into a Membership Interest Purchase Agreement to purchase 100% of the membership interests of TravelHost LLC ("TravelHost") from Simplify Inventions LLC ("Simplify"), a related party as further described in Note 17, Related Party Transactions, for a purchase price of$1,000. Because TravelHost is an affiliate of the Company under common control of Simplify, the Company accounted for the transaction as a common control transfer of assets and recorded the acquired intangible assets at Simplify’s carryover basis within intangible assets, net in the accompanying consolidated balance sheet.

4. Balance Sheet Components

The components of certain balance sheet amounts are as follows:

Accounts Receivable and Allowance for Credit Losses – The Company receives payments from advertising, performance marketing and syndication customers based upon contractual payment terms; accounts receivable are recorded when the right to consideration becomes unconditional and are generally collected within 90 days. 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 June 30, 2026 and December 31, 2025 of $18,489 and $22,270, respectively, are presented net of allowance for credit losses.

The following table summarizes the allowance for credit losses activity:

Prepayments and Other Current Assets – Prepayments and other current assets are summarized as follows:

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. As of June 30, 2026 and December 31, 2025, the Company has a receivable balance of $1,285 and $1,294, respectively, as presented in the above table.

Property and Equipment – Property and equipment are summarized as follows:

Depreciation and amortization expense for the three months ended June 30, 2026 and 2025 was $15 and $31, respectively. Depreciation and amortization expense for the six months ended June 30, 2026 and 2025 was $15 and $72, respectively. No impair ment charges for either the three and six months ended June 30, 2026 or 2025 were incurred.

Platform Development – Platform development costs are summarized as follows:

A summary of platform development activity for the six months ended June 30, 2026 is as follows:

(1) Dispositions represent fully amortized legacy platform costs written-off upon decommissioning and replacement.

Amortization expense for platform development for the three months ended June 30, 2026 and 2025 was $1,078 and $1,108, respectively. Amortization expense for platform development for the six months ended June 30, 2026 and 2025 was $2,128 and $2,384, respectively. Amortization expense for platform development is included in cost of revenue on the consolidated statements of operations. No impairment charges for platform development for either the three and six months ended June 30, 2026 or 2025 were recorded on the consolidated statements of operations.

Intangible Assets – Intangible assets subject to amortization consisted of the following:

Intangible assets subject to amortization were recorded as part of the Company’s business acquisitions. Amortization expense for the three months ended June 30, 2026 and 2025 was $893 and $850, respectively, andis included in Depreciation and amortization on the condensed consolidated statements of operations. Amortization expense for the six months ended June 30, 2026 and 2025 was$1,786 and$1,699, respectively, andis included in Depreciation and amortization on the condensed consolidated statements of operations.

No impairment charges from continuing operations were recorded for intangible assets for the three or six months ended June 30, 2026 and 2025.

Accrued Expenses and Other – Accrued expenses and other are summarized as follows:

5. Leases

The Company has a real estate lease for the use of office space. In March 2026, the Company entered into an operating sublease agreement for a portion of office space that it previously occupied. Sublease income is recognized on a straight-line basis over the sublease term and totaled $161 and$187 for the three and six months ended June 30, 2026.

The table below presents supplemental information related to the operating lease:

(1)The Company had a deferral period through January 2026 before any cash payments were required under a lease with an effective date of April 1, 2024 and an initial lease term of 6.67 years.

The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s 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:

Maturities of the operating lease liabilities as of June 30, 2026 are summarized as follows:

6. Goodwill

Goodwill is as follows:

7. Liquidated Damages Payable

Liquidated damages were recorded as a result of the following: (i) certain registration rights agreements that provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements that provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”).

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

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

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

As of June 30, 2026 and December 31, 2025, the short-term liquidated damages payable were$3,686 and$3,535, 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 June 30, 2026, or$3,686, until paid. There is no scheduled date when the unpaid liquidated damages become due.

During the three months ended June 30, 2026 and 2025, the Company recorded accrued interest on liquidated damages of $76 in each period. During the six months ended June 30, 2026 and 2025, the Company recorded accrued interest on liquidated damages of$151 in each period.

8. Fair Value

The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition.

The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below:

Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2. Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3. Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

The Company’s financial instruments may consist of Level 1, Level 2 and Level 3 valuations. As of June 30, 2026 and December 31, 2025, the Company’s cash equivalents of $4,308 and $4,241, respectively, were Level 1 assets and included savings deposits, overnight investments, and other liquid funds with financial institutions.

The Company’s Term Debt (as described below) is carried at amortized cost, with a carrying value of $97,606 as of June 30, 2026 and $97,578 as of December 31, 2025. The carrying value of the Company's long-term debt with fixed interest rates approximates fair value based on instruments with similar terms (Level 2), as of June 30, 2026.

9. 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 17 (the “Simplify Loan”), pursuant to which the Company had available up to $50,000 at ten percent (10.0%) interest rate per annum (the “Applicable Interest Rate”). The Simplify Loan is secured by certain assets of the Company and its subsidiaries, which are also guarantors of the obligations. In 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 to Simplify.

On December 31, 2025, the Company entered into Amendment No. 2 to the Simplify Loan, which reduced the maximum principal amount available under the Simplify Loan to $25,000 and extended the maturity date to December 1, 2027. All other material terms and conditions of the Simplify Loan, as previously disclosed, remain unchanged. As of both June 30, 2026 and December 31, 2025, there wasno outstanding balance on the Simplify Loan.

Information for the three and six months ended June 30, 2026 and 2025, with respect to interest expense related to the Simplify Loan is provided under the heading Interest Expense in Note 11.

10. 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 of June 30, 2026 and December 31, 2025, 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, as further described below (see Note 17) and collectively referred to as the “Term Debt”.

On December 31, 2025, the Company entered into Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement (“Amendment No. 4”). Amendment No. 4 amended the definition of “Maturity Date” for all of the Term Debt to the earlier of (i) December 31, 2027 or (ii) acceleration upon an event of default. In addition, the Company made a curtailment payment of $13,000, which was applied to reduce the outstanding principal balance of all notes in the Term Debt.

Senior Secured Notes

The terms of the Senior Secured Notes provide for:

Delayed Draw Term Notes

The terms of the Delayed Draw Term Notes provide for:

2022 Bridge Notes

The terms of the 2022 Bridge Notes provide for:

2023 Notes

The terms of the 2023 Notes, pursuant to Amendment No. 1 under the Third Amended and Restated Notes dated August 14, 2023, provide for:

The following table summarizes Term Debt:

The debt issuance costs incurred, as amended based on certain debt modifications, are being amortized on a straight-line basis (which approximates the effective interest method) over the applicable term of the Term Debt.

Information for the three and six months ended June 30, 2026 and 2025 with respect to interest expense related to the Term Debt is provided below.

11. Interest Expense

The following table represents interest expense:

12. Preferred Stock

The Company has the authority to issue 1,000,000 shares of preferred stock, $0.01 par value per share. As of June 30, 2026, no shares of preferred stock were outstanding.

13. Stockholders’ Deficiency

Common Stock

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

Restricted Stock Units – The Company issued, in connection with the vesting of restricted stock units 7,863 and 4,999 shares of the Company’s common stock during the three months ended June 30, 2026 and 2025, respectively, as reflected on the condensed consolidated statements of stockholders’ deficiency. The Company issued, in connection with the vesting of restricted stock units,15,723 and 12,498 shares of the Company’s common stock during the six months ended June 30, 2026 and 2025, respectively, as reflected on the condensed consolidated statements of stockholders’ deficiency.

Common Stock Withheld – The Company recorded the repurchase of 0 shares related to vested restricted common stock for the payment for taxes of $0 during the three months ended June 30, 2026, and the repurchase of 2,061 shares related to vested restricted common stock for the payment for taxes of $12 during the three months ended June 30, 2025, as reflected on the condensed consolidated statements of stockholders’ deficiency. The Company recorded the repurchase of 0 shares related to vested restricted common stock for the payment for taxes of $0 during thesix months ended June 30, 2026, and the repurchase of 4,875 shares related to vested restricted common stock for the payment for taxes of $16 during the six months ended June 30, 2025, as reflected on the condensed consolidated statements of stockholders’ deficiency.

14. Compensation Plans

The Company provides stock-based and equity-based compensation in the form of (a) restricted stock awards and restricted stock units to certain employees (the “Restricted Stock”), (b) stock option awards, unrestricted stock awards and stock appreciation rights to employees, directors and consultants under various plans (the “Common Stock Options”), and (c) common stock warrants, referred to as the ABG Warrants and Publisher Partner Warrants (collectively the “Warrants”) as referenced in the below table. The ABG Warrants were forfeited as part of the settlement with the ABG Group (see Note 18). All Publisher Partner Warrants were cancelled in December 2025.

Stock-based compensation and equity-based expense charged to operations or capitalized are summarized as follows:

Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of June 30, 2026 were as follows:

15. Revenue Recognition

Disaggregation of Revenue

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

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. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services.

The following table provides information about contract balances:

Revenue recognized during the three months ended June 30, 2026 and 2025, which was included in the unearned revenue balance at the beginning of each period, was$879 and$1,541, respectively. Revenue recognized during thesix months ended June 30, 2026 and 2025, which was included in the unearned revenue balance at the beginning of each period, was$1,887 and$5,925, respectively.

16. Income Taxes

The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate ("ETR"), adjusted for discrete items, if any, that arise during the period. In calculating the provision for interim income taxes, an estimated annual ETR is applied to year-to-date ordinary income. At the end of each interim period, the Company updates its estimate of the annual ETR expected to be applicable for the full fiscal year.

The income tax provision ETR for the three months ended June 30, 2026 and 2025 was 2.61% and 7.31%, respectively. The income tax provision ETR for thesix months ended June 30, 2026 and 2025 was 7.68% and 7.16%, respectively. The decrease in the ETR for the three months ended June 30, 2026 and increase in ETR for thesix months ended June 30, 2026, compared to the same periods in 2025, was primarily due to a decrease in pre-tax book income in the three andsix months ended June 30, 2026 as compared to the income for the same periods in 2025.

The Company's ETR for thesix months ended June 30, 2026 and 2025 remained below the U.S. federal statutory rate primarily due to the impact of the full valuation allowance. As of June 30, 2026, the Company maintains a valuation allowance against certain deferred tax assets, primarily related to net operating loss carryforwards and other deductible temporary differences. The realizability of deferred tax assets is assessed each reporting period based on all available positive and negative evidence.

The Company is now in a cumulative three-year income position, as some significant losses incurred in prior years are no longer included in the calculation and management currently forecasts profitability in subsequent quarters and cumulative pretax income for the full fiscal year. However, for thesix months ended June 30, 2026, the Company incurred a pretax loss and continues to maintain a full valuation allowance.

While this positive evidence has not yet outweighed the historical negative evidence as of June 30, 2026, continued achievement of forecasted results could result in a partial or full release of the valuation allowance in a future interim period. Any such release, if recognized, could materially affect income tax expense and the effective tax rate.

As of June 30, 2026 and 2025, the Company had no uncertain tax positions or interest and penalties accrued related to income taxes.

17. Related Party Transactions

Principal Stockholders

Term Debt– As of June 30, 2026, the outstanding principal balance on the Term Debt with Renew Group Private Limited (“Renew”) was $97,691. For the three months ended June 30, 2026 and 2025, the Company paid interest totaling $2,470 and $2,798, respectively. For the six months ended June 30, 2026 and 2025, the Company paid interest totaling $4,912 and $5,565, respectively.

Simplify Loan– For the three and six months ended June 30, 2025, the Company paid interest totaling $114 and $308, respectively, under the Simplify Loan. The Company didnot have any loan transactions with Simplify in the three or six months ended June 30, 2026.

Simplify Revenue –For thethree months ended June 30, 2026 and 2025, the Company recognized digital advertising revenue from transactions with Living Essentials, LLC (“Living Essentials”), an affiliated entity of Simplify, totaling $100 and$880, respectively. For thesix months ended June 30, 2026 and 2025, the Company recognized digital advertising revenue from transactions with Living Essentials, totaling$350 and$1,830, respectively. The outstanding accounts receivable due from Living Essentials were$74 as of June 30, 2026 and$193 as of December 31, 2025.

Simplify Expenses– For the three and six months ended June 30, 2026, the Company recognized a reduction of expenses from transactions with Agency 5, LLC ("Agency 5"), an affiliated entity of Simplify, totaling $0 and $51, respectively. No transactions were recorded for the three and six months ended June 30, 2025. The outstanding accounts receivable due from Agency 5 was $0 as of June 30, 2026 and $70 as of December 31, 2025.

Common Stock Owned by Simplify–Based on the Schedule 13D/A filed with the SEC on December 27, 2024 (which is its most recent filing), Simplify owns approximately 71.13% of the outstanding shares of the Company’s common stock. As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company’s stockholders for approval, including the election of directors. Prior to the consummation of the February 14, 2024 private placement of 5,555,555 shares of the Company's common stock to Simplify, the Company’s public stockholders held a majority of the outstanding shares of the Company’s common stock.

Asset Acquisition –The acquisition of TravelHost, as described in Note 3, Acquisitions and Dispositions, was a related party transaction. TravelHost was acquired from Simplify and also included an assignment of certain contracts from Bridge Media Networks, LLC, an affiliate of Simplify.

18. Commitments and Contingencies

Legal Contingencies

Claims and Litigation – The Company is subject to claims and litigation arising in the ordinary course of business. These matters typically involve routine litigation incidental to the Company's operations, including, but not limited to, commercial disputes, employment-related claims, and intellectual property matters. While the Company believes it has meritorious defenses to these claims, the ultimate outcome of these matters cannot be predicted with certainty.

Management believes that the resolution of these matters, individually or in the aggregate, will not have a material adverse effect on the Company's financial position, results of operations, or cash flows. The Company continues to monitor these matters and will update its assessments as new information becomes available.

Based on current knowledge, the Company believes that the final outcome of the matters discussed below will not likely, 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 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 former 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 May 15, 2025, the former CEO and Chairman filed a First Amended Complaint, which adds a new cause of action for alleged breach of contract based upon the Company’s refusal to advance certain attorneys’ fees to him. On May 28, 2025, the Company filed an Answer to the First Amended Complaint. The Company intends to vigorously defend itself against the allegations made in this lawsuit.

ABG Group Legal Matters

On March 18, 2024, the Company discontinued the Sports Illustrated media business (the “SI Business”) that was operated under a Licensing Agreement with ABG-SI, LLC (“ABG”). The disposal of the SI Business represented the discontinuation of the Company’s print subscription business, which was a component that represented a strategic shift that had a major effect on the Company’s financial results, and the component was classified as a discontinued operation.

On April 1, 2024, ABG and certain of its affiliates (the "ABG Group") filed an action against the Company and Manoj Bhargava, the former interim CEO and a principal stockholder, in the United States District Court of the Southern District of New York alleging, among other things, breach of contract related to the termination of the SI business, seeking damages in the amount of $48,750 ($3,750 royalty fee liability and $45,000 termination fee liability) resulting from the March 18, 2024 action.

On April 29, 2025, the Company entered into a confidential settlement agreement with the ABG Group and Minute Media, Inc., resolving all outstanding claims and counterclaims related to the matter. As a result, the Company has released the previously accrued liability related to the ABG dispute, with no further obligations remaining under the terminated licensing agreement. The ABG Warrants were also forfeited as part of the settlement.

19. 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 CODM is the Chief Executive Officer. The Company’s CODM reviews segment gross profit by vertical when evaluating performance and making resource allocation decisions. 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 hasfour reportable segments: Sports & Leisure, Finance, Lifestyle, and Platform & Other. The Company’s reportable segments are organized in subject matter verticals that offer content on the respective topic.

Each of the reportable segments derives its revenue from digital advertising, digital subscriptions, publisher revenue, performance marketing, and other digital revenue.

The following tables summarize key financial information by segment:

(2)Other segment items primarily consist of sponsored content costs.

(2)Other segment items primarily consist of sponsored content costs.

The Company’s long-lived assets, consisting of property and equipment, and operating leases, are located in the United States. No asset information is provided to the CODM.

20. Subsequent Events

Acquisition of InfoSentience

On July 31, 2026 the Company completed the acquisition of 100% of the issued and outstanding equity interests of Fantasy Journalist, Inc. (d/b/a InfoSentience), pursuant to a Stock Purchase Agreement. Fantasy Journalist is engaged in the business of deterministic artificial intelligence ("AI"), providing automated reports using AI to convert raw data into personalized narrative content.

Total consideration for the acquisition was $2,000, which consisted of $1,000 in cash paid at closing and estimated contingent consideration of $1,000. The contingent consideration in the form of a three-year earnout payable in cash based on net revenue generated using InfoSentience’s technology.

Due to the timing of the closing of the transaction relative to the issuance of these financial statements, the initial accounting and valuation for the business combination is incomplete.

Term Debt and Simplify Loan

Effective August 7, 2026, the Company entered into a new debt agreement with Renew, which replaced the Term Debt and the Simplify Loan. The new debt agreement extended the maturity of the Term Debt bythree years, added net leverage and fixed charge coverage covenants, and eliminated the$25,000 Simplify Loan. The interest rate remained unchanged from the Term Debt at 10.0%per annum under the new agreement. There was no change in the principal amount of$97,691. Additionally, the new debt agreement requires financial covenants to be tested quarterly on a trailing twelve-month basis, commencing with the first full fiscal quarter after closing: (i) maximum Total Net Leverage Ratio of 3.50x; and (ii) minimum Fixed Charge Coverage Ratio of 1.20:1.00. The new debt agreement also includes standard affirmative and negative operating covenants on the Company.