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PAAI on NYSE

Paradium.AI, Inc.

Paradium.AI, Inc. is an American cable and pay television services company, listed on NYSE (PAAI).1 It is headquartered in New York, New York.1

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Last updated Oct 21, 2026.

Overview

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  • TickerPAAI on NYSE1
  • IndustryCable & Other Pay Television Services1
  • HeadquartersNew York, New York1
  • Incorporated inDE2
  • Business address200 Vesey Street, 24Th Floor, New York, Ny 102812
  • Filer categoryAccelerated filer, Smaller reporting company2

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The Arena Group Holdings, Inc. (“Arena Group,” “we,” or “our”) is a brand, data and IP company that builds, acquires, and scales high-performing digital assets. We combine technology, storytelling, and entrepreneurship to create deep content verticals that engage passionate audiences across sports & leisure, lifestyle, and finance.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

50.7%Gross margin5
30.3%Operating margin5
92.6%Net margin6
7.1%Revenue growth, 20255
$39.2MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Digital Advertising brought in 64% of the revenue Paradium.AI, Inc. broke down this way in fiscal 2025.

  1. Digital Advertising$86.9M564%down 7% from 2024
  2. Performance Marketing$19.6M515%up 80% from 2024
  3. Publisher Revenue$19.5M514%up 146% from 2024
  4. Digital Subscriptions$5.8M54%down 25% from 2024
  5. Product and Service, Other$1.9M51%down 64% from 2024
  6. Print Revenue$1.0M51%down 5% from 2024
Products and services by year
Products and services20242025
Digital Advertising$93.0M$86.9M
Performance Marketing$10.9M$19.6M
Publisher Revenue$7.9M$19.5M
Digital Subscriptions$7.8M$5.8M
Product and Service, Other$5.2M$1.9M
Print Revenue$1.1M$1.0M

Business segments

Sports And Leisure brought in 35% of the revenue Paradium.AI, Inc. broke down this way in fiscal 2025.

  1. Sports And Leisure$47.3M535%down 7% from 2024
  2. Finance$38.2M528%up 38% from 2024
  3. Lifestyle$38.0M528%up 21% from 2024
  4. Platform And Other$11.3M58%down 29% from 2024
Business segments by year
Business segments20242025
Sports And Leisure$50.8M$47.3M
Finance$27.7M$38.2M
Lifestyle$31.5M$38.0M
Platform And Other$15.9M$11.3M

Regions

United States brought in 95% of the revenue Paradium.AI, Inc. broke down this way in fiscal 2025.

  1. United States$127.8M595%up 8% from 2024
  2. Outside the United States$7.1M55%down 5% from 2024
Regions by year
Regions20242025
United States$118.5M$127.8M
Outside the United States$7.4M$7.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue33¢$66.5M
  • Interest6¢$11.4M
  • Income tax0¢$520.0K
  • Profit61¢$124.9M

Out of $134.8M in revenue.56

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$39.2M

Out of $39.2M of cash from operations.5

Financial statements

Revenue78910115$134.8M in 2025+153% since 2019
0$100.0M$200.0M$300.0M2019: $53.3M$53.3M20192020: $128.0M$128.0M2020+140%2021: $189.1M$189.1M2021+48%2022: $220.9M$220.9M2022+17%2023: $143.6M$143.6M2023−35%2024: $125.9M$125.9M2024−12%2025: $134.8M$134.8M2025+7%
Gross profit78910115$68.3M in 2025+1031% since 2019
0$25.0M$50.0M$75.0M$100.0M2019: $6.0M$6.0M20192020: $25.0M$25.0M2020+313%2021: $78.6M$78.6M2021+215%2022: $88.0M$88.0M2022+12%2023: $55.3M$55.3M2023−37%2024: $55.7M$55.7M2024+1%2025: $68.3M$68.3M2025+23%
Operating income78910115$40.8M in 2025
-$100.0M-$50.0M0$50.0M2019: -$40.8M-$40.8M20192020: -$71.2M-$71.2M2020+74%2021: -$84.3M-$84.3M2021+18%2022: -$55.9M-$55.9M2022−34%2023: -$17.5M-$17.5M2023−69%2024: $7.9M$7.9M20242025: $40.8M$40.8M2025+418%
Net income789106$124.9M in 2025
-$200.0M-$100.0M0$100.0M$200.0M2019: -$38.5M-$38.5M20192020: -$89.2M-$89.2M2020+132%2021: -$89.9M-$89.9M2021+1%2022: -$70.9M-$70.9M2022−21%2023: -$55.6M-$55.6M2023−22%2024: -$100.7M-$100.7M2024+81%2025: $124.9M$124.9M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Revenue$134.8M$125.9M
Cost of revenue$66.5M$70.2M
Gross profit$68.3M$55.7M
Selling and marketing$7.0M$12.5M
General and administrative$17.1M$30.4M
Depreciation and amortization$3.5M$3.7M
Impairment of intangible assets$0$1.2M
Total operating expenses$27.6M$47.8M
Income from operations$40.8M$7.9M
Change in valuation of contingent consideration$0-$313.0K
Interest expense, net-$11.4M-$14.7M
Liquidated damages-$305.0K-$306.0K
Total other expense-$11.7M-$15.3M
Income (loss) before income taxes$29.1M-$7.4M
Income tax provision-$520.0K-$249.0K
Income (loss) from continuing operations$28.6M-$7.7M
Income (loss) from discontinued operations, net of tax$96.2M-$93.0M
Net income (loss)$124.9M-$100.7M
Continuing operations (in dollars per share)$1-$0
Discontinued operations (in dollars per share)$2-$3
Basic net income (loss) per common share (in dollars per share)$2.63-$2.85
Continuing operations (in dollars per share)$1-$0
Discontinued operations (in dollars per share)$2-$3
Diluted net income (loss) per common share (in dollars per share)$2.62-$2.85
Basic (in shares)47.5M shares35.4M shares
Diluted (in shares)47.7M shares35.4M shares
Amortization cost$5.4M$6.0M

Compare Paradium.AI, Inc. with another company

Corporate structure

Paradium.AI, Inc. sits at the top of its group. 8 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Paradium.AI, Inc.

  • 180 DEGREE CAPITAL CORP. /NY/ Filed SCHEDULE 13G/A on Paradium.AI, Inc., latest Feb 14, 2025 (4 filings since Jan 5, 2022)
  • Simplify Inventions, LLC Filed SCHEDULE 13D/A on Paradium.AI, Inc., latest Dec 27, 2024 (4 filings since Dec 7, 2023)
  • 272 Capital LP Filed SC 13G/A on Paradium.AI, Inc., latest Feb 14, 2024 (3 filings since Feb 15, 2023)
  • James Charles Heckman Jr. Filed SC 13D on Paradium.AI, Inc., latest Jan 25, 2024
  • BRC Group Holdings, Inc Filed SC 13D/A on Paradium.AI, Inc., latest Dec 4, 2023 (10 filings since Oct 13, 2021)
  • Warlock Partners LLC Filed SC 13G on Paradium.AI, Inc., latest May 3, 2023
  • TCS CAPITAL MANAGEMENT LLC Filed SC 13D/A on Paradium.AI, Inc., latest Feb 15, 2022
  • Paradium.AI, Inc. New York, New York
    • Athlon Holdings, Inc. Subsidiary · Tennessee, United States
    • Athlon Sports Communications, Inc. Subsidiary · Tennessee, United States
    • College Spun Media Incorporated Subsidiary · New Jersey, United States
    • The Arena Media Brands, LLC Subsidiary · Delaware, United States
    • The Arena Platform, Inc. Subsidiary · Delaware, United States
    • TheStreet, Inc. Subsidiary · Delaware, United States
    • TravelHost, LLC Subsidiary · Michigan, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Paradium.AI, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$2.0M5 Dec 31, 2025$2.0M5 Dec 31, 20240%
Accumulated depreciation$1.9M5 Dec 31, 2025$1.8M5 Dec 31, 2024+5.1%
Property and equipment, net$56.0K5 Dec 31, 2025$148.0K5 Dec 31, 2024−62.2%
Operating-lease assets (leased space)$2.0M5 Dec 31, 2025$2.3M5 Dec 31, 2024−13.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$10.3M5 Dec 31, 2025$4.4M5 Dec 31, 2024+137.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$42.6M5 Dec 31, 2025$42.6M5 Dec 31, 20240%
Finite-lived intangibles, gross$55.8M5 Dec 31, 2025$52.8M5 Dec 31, 2024+5.7%
Accumulated amortization$33.4M5 Dec 31, 2025$30.0M5 Dec 31, 2024+11.3%
Finite-lived intangibles, net$22.4M5 Dec 31, 2025$22.8M5 Dec 31, 2024−1.7%

Properties, in its own words

As of December 31, 2025, we have a lease for office space that we occupy in New York, New York. Though we operate our business partially in a virtual environment, we utilize our office space in New York in regular operations. To the extent we need to lease additional physical properties in the future, we believe we would be able to find suitable properties at market rates.

Item 2 of the 10-K filed Mar 16, 2026.4

Leadership

Who has led Paradium.AI, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Ramesh C. Trivedi2006
  2. Peter B. Mills2007–2008
  3. Christopher A. Marlett2008–2016
  4. Ross Levinsohn2020–2023
  5. Cavitt Randall2024
  6. Sara Silverstein2024–2025
  7. Paul Taylor Edmondson2025–now

Chair

  1. Joshua Jacobs2017

President

  1. Paul Taylor Edmondson2020–2021
  2. Henry Robertson Barrett2021–2023
  3. Jason Frankl2024–now

Chief financial officer

  1. David H. Adams2006–2007
  2. Gary Alan Schuman2014
  3. Martin L. Heimbigner2017
  4. Douglas Baker Smith2021–now

Chief operating officer

  1. William Carrier Sornsin Jr.2016
  2. Paul Taylor Edmondson2018
  3. Andrew Q. Kraft2021–2023
2010201520202025
Board members and other officers (26)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Athlon Holdings, Inc. Tennessee3
  • Athlon Sports Communications, Inc. Tennessee3
  • College Spun Media Incorporated New Jersey3
  • The Arena Media Brands, LLC Delaware3
  • The Arena Platform, Inc. Delaware3
  • TheStreet, Inc. Delaware3
  • TravelHost, LLC Michigan3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Arena Group Holdings, Inc.Jan 21, 2022 to Aug 13, 20262
  • theMaven, Inc.Jan 30, 2017 to Feb 7, 20222
  • INTEGRATED SURGICAL SYSTEMS INCJul 30, 1996 to Dec 9, 20162

Timeline

  1. Sep 18, 20268-K Regulation FD disclosure57
  2. Sep 18, 20268-K Other events58
  3. Sep 10, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure59
  4. Aug 13, 20268-K Entered a material agreement; New debt or obligation60
  5. Aug 10, 20268-K Results of operations61
  6. Aug 10, 20268-K Results of operations; Regulation FD disclosure62
  7. May 11, 20268-K Results of operations63
  8. Mar 17, 20268-K Results of operations64
  9. Mar 16, 20268-K Results of operations65
  10. Jan 7, 20268-K Entered a material agreement; New debt or obligation; Other events66
  11. Dec 18, 20258-K Shareholder vote67
  12. Nov 19, 20258-K Results of operations68
  13. Mar 7, 2025New chief executive Paul Taylor Edmondson becomes CEO15
  14. Apr 30, 2024New chief executive Sara Silverstein becomes CEO17
  15. Mar 1, 2024New chief executive Cavitt Randall becomes CEO16
  16. Dec 29, 2020New chief executive Ross Levinsohn becomes CEO18
  17. May 16, 2008New chief executive Christopher A. Marlett becomes CEO19
  18. Aug 29, 2007New chief executive Peter B. Mills becomes CEO20
  19. Dec 6, 2006New chief executive Ramesh C. Trivedi becomes CEO21

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.14 a share, on Nov 13, 2025.69

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results61
  2. Aug 10, 2026Reported quarterly or annual results62
  3. May 11, 2026Reported quarterly or annual results63
  4. Mar 17, 2026Reported quarterly or annual results64
  5. Mar 16, 2026Reported quarterly or annual results65
  6. Nov 19, 2025Reported quarterly or annual results68
  7. Nov 13, 2025Reported quarterly or annual results70
  8. Aug 15, 2025Reported quarterly or annual results71

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

387 filings to the SEC since October 2021: 8 annual reports, 15 quarterly reports, 89 major events, 173 insider forms, 24 large holders, 78 other. The latest 20:

  1. Sep 18, 20268-K EDGAR
  2. Sep 18, 20268-K EDGAR
  3. Sep 10, 20268-K EDGAR
  4. Aug 13, 20268-K EDGAR
  5. Aug 10, 20268-K EDGAR
  6. Aug 10, 202610-Q EDGAR
  7. Aug 10, 20268-K EDGAR
  8. May 11, 20268-K EDGAR
  9. May 11, 202610-Q EDGAR
  10. Apr 30, 202610-K/A EDGAR
  11. Mar 17, 20268-K EDGAR
  12. Mar 16, 202610-K EDGAR
  13. Mar 16, 20268-K EDGAR
  14. Jan 7, 20268-K EDGAR
  15. Dec 18, 20258-K EDGAR
  16. Nov 19, 2025DEF 14A EDGAR
  17. Nov 19, 20258-K EDGAR
  18. Nov 13, 202510-Q EDGAR
  19. Nov 13, 20258-K EDGAR
  20. Oct 17, 20258-K EDGAR

The 387 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

45 open-market trades by officers, directors and large owners since October 2021: 38 buys and 7 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 12, 2025Lee Laura AnneDirectorSale55,780$1.40$78.1KForm 4
Feb 12, 2025Randall CavittDirectorBuy55,780$1.40$78.1KForm 4
Feb 3, 2025Petzel ChristopherDirectorSale25,010$1.35$33.8KForm 4
Feb 3, 2025Randall CavittDirectorBuy25,010$1.35$33.8KForm 4
Jan 17, 2025Petzel ChristopherDirectorSale25,000$1.23$30.8KForm 4
Jan 17, 2025Randall CavittDirectorBuy25,000$1.23$30.8KForm 4
Nov 15, 2024STROME MARK ESale217,574$1.71$372.1KForm 4
Aug 28, 2024Edmondson Paul TaylorChief Executive OfficerSale84,148$0.85$71.5KForm 4
Feb 14, 2024Simplify Inventions, LLC10% ownerBuy5,555,555$2.16$12.0MForm 4
Dec 1, 2023Sims Todd D.DirectorSale52,267$2.90$151.6KForm 4
Nov 30, 2023RILEY BRYANT R10% ownerSale7,400,017$2.90$21.5MForm 4
Jun 23, 2023B. Riley Financial, Inc.10% ownerBuy202,197$3.65$737.0KForm 4
Jun 22, 2023B. Riley Financial, Inc.10% ownerBuy29,598$3.50$103.6KForm 4
Jun 21, 2023B. Riley Financial, Inc.10% ownerBuy13,424$3.50$47.0KForm 4
Jun 20, 2023B. Riley Financial, Inc.10% ownerBuy3,976$3.50$13.9KForm 4
Jun 16, 2023B. Riley Financial, Inc.10% ownerBuy18,717$3.50$65.5KForm 4
Jun 15, 2023B. Riley Financial, Inc.10% ownerBuy1,041$3.50$3.6KForm 4
May 26, 2023BRF Investments, LLC10% ownerBuy20,210$3.45$69.7KForm 4
May 22, 2023BRF Investments, LLC10% ownerBuy2,574$3.45$8.9KForm 4
May 19, 2023B. Riley Financial, Inc.10% ownerBuy8,244$3.45$28.4KForm 4

All 45 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Kathryn Kulik$201.9K$645.6K79
2024Douglas B. Smith$278.9K$580.0K79
2024Paul Edmondson51$463.1K$476.9K79
2024Sara Silverstein$382.4K$394.7K79
2024Geoffrey Wait38$108.3K$112.0K79
2024Cavitt Randall47$85.0K79
2023Former Chief Revenue Officer$106.2K$472.0K79

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 45. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC1,313,103$1.1M0.0%+161,152
BlackRock, Inc.203,946$169.3K0.0%−542,446
Millennium Management LLC176,255$146.3K0.0%New
Geode Capital Management, LLC130,871$108.7K0.0%−151,248
Goldman Sachs Group Inc122,985$102.1K0.0%+51,039
State Street Corp109,544$90.9K0.0%−176,751
Susquehanna International Group, Llp97,506$80.9K0.0%+55,301
Vanguard Fiduciary Trust Co95,214$79.0K0.0%−11,480
Bridgeway Capital Management, LLC75,000$62.2K0.0%+7,400
UBS Group AG61,142$50.7K0.0%+46,298
First Trust Advisors LP39,497$32.8K0.0%+1,675
Northern Trust Corp30,184$25.1K0.0%−77,213
XTX Topco Ltd25,993$21.6K0.0%New
Callan Family Office, LLC22,424$18.6K0.0%New
Magnolia Capital Advisors LLC22,000$18.3K0.0%No change
Qube Research & Technologies Ltd21,662$18.0K0.0%New
Russell Investments Group, Ltd.20,646$17.1K0.0%+14,671
Aqr Capital Management LLC19,366$16.1K0.0%−9,949
Private Wealth Asset Management, LLC13,700$11.4K0.0%+11,300
DLK Investment Management, LLC13,800$10.6K0.0%New
Ground Swell Capital, LLC11,684$9.7K0.0%New
Balyasny Asset Management L.P.10,071$8.4K0.0%New
Fmr LLC7,795$6.5K0.0%+5,870
Morgan Stanley7,158$5.9K0.0%−4,320
Vanguard Global Advisers, LLC5,263$4.4K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Paradium.AI, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARParadium.AI, Inc.1
  • CIK0000894871
  • Employer ID (EIN)68-02325754
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)4841 Cable & Other Pay Television Services1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address200 Vesey Street, 24Th Floor, New York, NY 102811
  • Phone212 321 50021
  • Shares outstanding47,610,653 as of Aug 10, 202613
  • Public float$81.3M as of Jun 30, 20254
  • AuditorBDO USA, P.C., Troy, Michigan PCAOB ID 243; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJul 30, 19961
  • Filings916 in all: 4 (242), 8-K (200), 10-Q (55), 3 (42), 10QSB (31), CORRESP (26), UPLOAD (22), 10-K (18)1
    All 60 form types

    SC 13D/A (18), 4/A (14), NT 10-Q (14), SC 13G/A (14), 425 (13), 5 (13), D (13), DEF 14A (13), S-3 (13), 424B3 (11), NT 10-K (11), SC 13D (11), 10KSB (10), 8-K/A (10), SC 13G (10), EFFECT (8), PRE 14A (7), SB-2/A (7), S-1/A (6), S-3/A (6), S-8 (6), POS AM (5), 424B1 (4), S-1 (4), 10-K/A (3), 10-Q/A (3), SB-2 (3), 10KSB40 (2), 8-A12B (2), PRER14A (2), PRES14A (2), REGDEX (2), 10KSB/A (1), 10QSB/A (1), 3/A (1), 424B4 (1), 424B5 (1), 8-A12G (1), 8-A12G/A (1), ARS (1), CERT (1), D/A (1), DEF 14C (1), DEFA14A (1), DEFS14A (1), DFAN14A (1), PRE 14C (1), PREC14A (1), RW (1), SB-2MEF (1), SCHEDULE 13D/A (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 16, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Nov 19, 2025
    Latest 8-K (8-K) Sep 18, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par valueARENNYSE American

From the cover page of the 10-K filed Mar 16, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Paradium.AI, Inc. names in Item 1A of its 10-K filed Mar 16, 2026: 41 risks under these headings, as written.4

  • RISKS RELATED TO OUR BUSINESS
  • If we fail to retain current users or add new users, or if our users decrease their level of engagement with the Platform, our business would be seriously harmed.
  • Provisions in our current debt obligations or any future indebtedness may limit our discretion in operating our business.
  • Generative Artificial Intelligence (“AI”) technology may negatively impact our ability to attract, engage, and retain audiences; protect and monetize our intellectual property; maintain and grow our revenue streams; avoid reputational harm; and involve other risks.
  • The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.
  • If Internet search engines’ algorithms and methodologies are modified, traffic to our content could be reduced and our ability to attract and retain our audiences could be adversely impacted.
  • The sales and payment cycle for online advertising is long, and such sales may not occur when anticipated or at all, all of which could adversely affect our business.
  • We are dependent on the continued services and on the performance of key third party content contributors, the loss of which could adversely affect our business.
  • Our revenues could decrease if the Platform does not continue to operate as intended.
  • The growing percentage of users whose computers, tablets, or phones do not support identification through third party cookies, mobile identifiers, or other tracking technologies could adversely affect our business, results of operations, and financial conditions.
  • Our Publisher Partners may engage in intentional or negligent misconduct or other improper activities on the Platform or otherwise misuse the Platform, which may damage our brand image, our business and our results of operations.
  • The Platform and our technology systems contain open-source software, which may pose particular risk to our proprietary software, features and functionalities in a manner that negatively affect our business.
The other 30 risks
  • ECONOMIC AND OPERATIONAL RISKS
  • We may have difficulty managing our growth.
  • The strategic relationships that we may be able to develop and on which we may come to rely may not be successful.
  • Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.
  • Cyber-attacks and other security threats and disruptions could have a material adverse effect on our business.
  • We operate our exclusive coalition of professional-managed online media channels on third party cloud platforms and data center hosting facilities.
  • Real or perceived errors, failures, or “bugs” in the Platform could adversely affect our operating results and growth prospects.
  • Malware, viruses, hacking attacks, and improper or illegal use of the Platform could harm our business and results of operations.
  • If we are unable to protect our intellectual property rights, our business could suffer.
  • We could be required to cease certain activities or incur substantial costs due to claims of infringement of another party’s intellectual property rights.
  • We are subject to many laws and regulations in the United States and abroad that are constantly evolving and involve matters central to our business.
  • We are subject to risks from changes to regulations, government funding, trade policies and tariffs imposed by governments that impact our advertising clients.
  • Our services involve the storage and transmission of digital information; therefore, cybersecurity incidents, including those caused by unintentional errors and those intentionally caused by third parties, may expose us to a risk of loss, unauthorized disclosure or other misuse of this information, litigation liability, regulatory exposure, reputational harm and increased security costs.
  • Existing or future strategic alliances, long-term investments and acquisitions may have a material and adverse effect on our business, reputation, and results of operations.
  • Our products may require availability of components or known technology from third parties and their non-availability can impede our growth.
  • Compliance with the reporting obligations under the United States securities laws and Section 404 of Sarbanes-Oxley requires expenditure of capital and other resources and may divert management’s attention. If we fail to comply with these reporting obligations or to maintain adequate internal controls our operations, our business, and investors’ confidence in us, could be materially and adversely affected.
  • Unfavorable economic and market conditions could adversely affect our business, reputation, and results of operations.
  • RISKS RELATED TO OUR INDEBTEDNESS, FINANCIAL CONDITION, AND INTERNAL CONTROL
  • As the general economic and market conditions present uncertainty as to our ability to secure additional capital, there can be no assurances that we will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations.
  • We have a history of losses.
  • Our results of operations may fluctuate significantly and may not meet our expectations or those of securities analysts and investors.
  • Any future litigation against us could be costly and time-consuming to defend.
  • Our ability to utilize our net operating loss carryforwards may be limited.
  • RISKS RELATED TO GOVERNANCE AND COMMON STOCK
  • We are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel, the loss of which could adversely affect our business.
  • The elimination of monetary liability against our directors, officers, and employees under Delaware law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees.
  • Because we are a “smaller reporting company,” we will not be required to comply with certain disclosure requirements that are applicable to other public companies, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
  • Provisions in our Certificate of Incorporation and Bylaws and Delaware law may discourage a takeover attempt even if a takeover might be beneficial to our stockholders and limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers and employees.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third party claims against us and may reduce the amount of money available to us.
  • The trading price of the shares of our common stock has been and may continue to be volatile and could subject us to litigation.
  • Our Board is authorized to issue additional shares of our common stock that would dilute existing stockholders and sales, distribution or issuance of substantial amounts of our common stock could cause the market price of our common stock to decline.
  • We may issue additional securities with rights superior to those of our common stock, which could materially limit the ownership rights of our stockholders.
  • We cannot guarantee that we will repurchase shares of our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value. Repurchases of shares of our common stock could also increase the volatility of the price of our common stock and could diminish our cash reserves.

Legal proceedings

From time to time, we 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 March 21, 2024, the former CEO and Chairman of the Company’s Board of Directors filed an action against the Company, members of its then-current 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 $20.0 million. 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. Simplify was also dismissed from the case. On September 13, 2024, the former CEO and Chairman filed an Answer to the Company’s Cross Complaint.

On May 15, 2025, the former CEO and Chairman of the Company’s Board of Directors filed a First Amended Complaint, which adds a new cause of action for alleged breach of contract based upon the Company’s refusal to advance certain attorneys’ fees to him. On May 28, 2025, the Company filed an Answer to the First Amended Complaint. The Company intends to vigorously defend itself against the allegations made in this lawsuit.

The opening of Item 3, Legal Proceedings.4

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