Sign in

SST on NYSE

System1, Inc.

System1, Inc. is a computer programming, data processing services company based in Marina Del Rey.1 Its shares trade on NYSE under the symbol SST.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$266.1MRevenue, fiscal 20252
-$65.3MNet income, fiscal 20252

Compare with Nextdoor, Similarweb or PubMatic, Inc., or pick any stock.

  • TickerSST on NYSE1
  • IndustryServices-Computer Programming, Data Processing, Etc.1
  • HeadquartersMarina Del Rey, California1
  • Business address4235 Redwood Avenue, Marina Del Rey, Ca 900663
  • Filer categoryNon-accelerated filer, Smaller reporting company3

See how the biggest companies compare on our leaderboards

Our platform operates across our network of flagship owned and operated websites ("Products"), allowing us to monetize user traffic that we source from various acquisition marketing channels. Our marketing platform allows us to operate seamlessly across major advertising networks and advertising category verticals to acquire and monetize end-users through our relationships with third party advertisers and advertising networks ("Advertising Partners"). The platform also allows third party advertising platforms and publishers ("Network Partners") to send user traffic to, and monetize user traffic on, our Products or through our monetization agreements.5 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

-23.3%Operating margin2
-24.6%Net margin2
-22.6%Revenue growth, 20252
-214.5%Return on equity2
7.50×Debt to equity2
-$4.2MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue62¢$165.7M
  • Selling, general and admin26¢$69.7M
  • Other costs10¢$27.8M
  • Income tax1¢$2.9M

Out of $266.1M in revenue.2 The company lost money this year.

Financial statements

Revenue672$266.1M in 2025−61% since 2021
0$200.0M$400.0M$600.0M$800.0M2021: $688.4M$688.4M20212023: $402.0M$402.0M2023−42%2024: $343.9M$343.9M2024−14%2025: $266.1M$266.1M2025−23%
Operating income672-$62.0M in 2025
-$100.0M-$50.0M0$50.0M$100.0M2021: $50.8M$50.8M20212023: -$86.0M-$86.0M20232024: -$88.6M-$88.6M2024+3%2025: -$62.0M-$62.0M2025−30%
Net income672-$65.3M in 2025
-$300.0M-$200.0M-$100.0M0$100.0M2021: $33.0M$33.0M20212023: -$227.2M-$227.2M20232024: -$74.7M-$74.7M2024−67%2025: -$65.3M-$65.3M2025−12%
Fiscal year202020212022202320242025
Revenue$688.4M6$402.0M7$343.9M2$266.1M2
Cost of revenue$240.9M7$242.6M2$165.7M2
Selling, general and admin$35.8M6$54.3M7$76.4M2$69.7M2
Operating expenses$13.3M11
Operating income$50.8M6-$86.0M7-$88.6M2-$62.0M2
Interest$16.9M6$48.7M12
Income before tax$34.0M6-$131.6M7-$97.7M2-$84.1M2
Income tax$965.0K6-$20.4M7-$370.0K2-$2.9M2
Net income$33.0M6-$227.2M7-$74.7M2-$65.3M2
Earnings per share-$2.487-$10.742-$8.322
Earnings per share (diluted)-$2.487-$10.742-$8.322
Shares (weighted, basic)91.5M shares77.0M shares27.9M shares2
Shares (weighted, diluted)91.5M shares77.0M shares27.9M shares2

Compare System1, Inc. with another company

Corporate structure

System1, Inc. sits at the top of its group. 20 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of System1, Inc.

  • Cannae Holdings, Inc. Filed SCHEDULE 13D/A on System1, Inc., latest Dec 2, 2025 (10 filings since Feb 7, 2022)
  • William P. Foley Ii. Filed SCHEDULE 13G/A on System1, Inc., latest Dec 2, 2025 (2 filings since Dec 7, 2023)
  • Blend Family Foundation Filed SCHEDULE 13D on System1, Inc., latest May 5, 2025
  • Lone Star Friends Trust Filed SC 13D/A on System1, Inc., latest Jun 26, 2024 (5 filings since Feb 8, 2022)
  • CEE Holdings Trust Filed SC 13D on System1, Inc., latest Jun 21, 2024 (2 filings since Feb 22, 2024)
  • Christopher Stephen Phillips Filed SC 13D/A on System1, Inc., latest Jan 5, 2024 (8 filings since Feb 8, 2022)
  • Nicholas Baker Filed SC 13D/A on System1, Inc., latest Jan 5, 2024 (4 filings since May 5, 2022)
  • BGPT Trebia LP Filed SC 13D/A on System1, Inc., latest Dec 6, 2023 (3 filings since Feb 7, 2022)
  • Trasimene Trebia, LP Filed SC 13D/A on System1, Inc., latest Mar 14, 2023 (5 filings since Feb 7, 2022)
  • CITADEL ADVISORS LLC Filed SC 13G/A on System1, Inc., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • Beryl Capital Management LLC Filed SC 13G/A on System1, Inc., latest Feb 13, 2023 (2 filings since Jan 3, 2022)
  • Ratan Capital Management LP Filed SC 13G/A on System1, Inc., latest Feb 14, 2022
  • System1, Inc. Marina Del Rey, California
    • MapQuest Holdings, LLC Subsidiary · Delaware, United States
    • MapQuest Services Holdings LLC Subsidiary · Delaware, United States
    • New Privacy One Group Limited Subsidiary · Delaware, United States
    • NextGen Shopping, LLC Subsidiary · Delaware, United States
    • Orchid Merger Sub II, LLC Subsidiary · Delaware, United States
    • S1 Holdco, LLC Subsidiary · Delaware, United States
    • S1 Media Ventures, LLC Subsidiary · Delaware, United States
    • S1 Media, LLC Subsidiary · Delaware, United States
    • S1 Services, LLC Subsidiary · Delaware, United States
    • S1 Tech Platforms, LLC Subsidiary · Delaware, United States
    • Sonic Newco LLC Subsidiary · Delaware, United States
    • Surfboard Holding B.V. Subsidiary · Netherlands
    • System1 Canada ULC Subsidiary · Nova Scotia, Canada
    • System1 Holdings, LLC Subsidiary · Delaware, United States
    • System1 OpCo, LLC Subsidiary · Delaware, United States
    • System1 S1, Inc. Subsidiary · Delaware, United States
    • System1 Services, LLC Subsidiary · Delaware, United States
    • System1 Waterfox Holdings LLC Subsidiary · Delaware, United States
    • Vinny AI, LLC Subsidiary · Delaware, 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 System1, 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
Computer equipment and software$28.3M2 Dec 31, 2025$21.4M2 Dec 31, 2024+32.4%
Property and equipment, before depreciation$4.2M2 Dec 31, 2025$4.1M2 Dec 31, 2024+3.8%
Accumulated depreciation$2.7M2 Dec 31, 2025$2.0M2 Dec 31, 2024+35.5%
Property and equipment, net$1.6M2 Dec 31, 2025$2.1M2 Dec 31, 2024−25.8%
Operating-lease assets (leased space)$9.1M2 Dec 31, 2025$2.6M2 Dec 31, 2024+244.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$86.9M2 Dec 31, 2025$63.6M2 Dec 31, 2024+36.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$82.4M2 Dec 31, 2025$82.4M2 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$148.1M2 Dec 31, 2025$222.3M2 Dec 31, 2024−33.4%
Finite-lived intangibles, gross$440.5M2 Dec 31, 2025$440.2M2 Dec 31, 2024+0.1%
Accumulated amortization$292.4M2 Dec 31, 2025$217.8M2 Dec 31, 2024+34.2%
Finite-lived intangibles, net$148.1M2 Dec 31, 2025$222.3M2 Dec 31, 2024−33.4%

Properties, in its own words

We maintain our principal offices in Los Angeles, California and also occupy office space in various cities within the United States and Canada. We maintain a data center space in the Netherlands. We believe that our facilities are adequate to meet our needs for the immediate future and that, should it be needed, we will be able to secure additional space to accommodate expansion of our operations.

Item 2 of the 10-K filed Mar 11, 2026.5

Leadership

Who has led System1, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. L. Michael Blend2022–2024

Chair

  1. L. Michael Blend2022–2024

President

  1. Paul T. Danola2020
  2. Paul Filsinger2022
  3. Charles Ursini2024–now

Chief financial officer

  1. Tanmay Kumar2020
  2. Tridivesh Kidambi2022–now

Chief operating officer

  1. Charles Ursini2024–now
2025
Board members and other officers (22)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • MapQuest Holdings, LLC Delaware4
  • MapQuest Services Holdings LLC Delaware4
  • New Privacy One Group Limited Delaware4
  • NextGen Shopping, LLC Delaware4
  • Orchid Merger Sub II, LLC Delaware4
  • S1 Holdco, LLC Delaware4
  • S1 Media Ventures, LLC Delaware4
  • S1 Media, LLC Delaware4
  • S1 Services, LLC Delaware4
  • S1 Tech Platforms, LLC Delaware4
  • Sonic Newco LLC Delaware4
  • Surfboard Holding B.V. Netherlands4
  • System1 Canada ULC Nova Scotia4
  • System1 Holdings, LLC Delaware4
  • System1 OpCo, LLC Delaware4
  • System1 S1, Inc. Delaware4
  • System1 Services, LLC Delaware4
  • System1 Waterfox Holdings LLC Delaware4
  • Vinny AI, LLC Delaware4

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

Former names

  • Trebia Acquisition Corp.Mar 23, 2020 to Jan 26, 20223

Timeline

  1. Aug 5, 20268-K Results of operations41
  2. Aug 5, 20268-K Regulation FD disclosure42
  3. Jul 24, 20268-K Change to shareholders' rights; Executive or director change; Bylaws or fiscal year changed43
  4. Jun 1, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares44
  5. May 12, 20268-K Results of operations45
  6. May 12, 20268-K Regulation FD disclosure46
  7. Mar 11, 20268-K Results of operations47
  8. Mar 11, 20268-K Regulation FD disclosure48
  9. Jan 9, 20268-K Executive or director change49
  10. Dec 12, 20258-K Listing notice or transfer; Regulation FD disclosure50
  11. Dec 3, 20258-K Executive or director change; Other events51
  12. Nov 5, 20258-K Results of operations52
  13. Mar 7, 2022New chief executive L. Michael Blend becomes CEO14

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($2.30) a share, on Nov 5, 2025.53

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results41
  2. May 12, 2026Reported quarterly or annual results45
  3. Mar 11, 2026Reported quarterly or annual results47
  4. Nov 5, 2025Reported quarterly or annual results52
  5. Aug 7, 2025Reported quarterly or annual results54
  6. May 6, 2025Reported quarterly or annual results55
  7. Mar 10, 2025Reported quarterly or annual results56
  8. Mar 10, 2025Reported quarterly or annual results57

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

Filings

554 filings to the SEC since October 2021: 9 annual reports, 18 quarterly reports, 85 major events, 296 insider forms, 47 large holders, 99 other. The latest 20:

  1. Aug 6, 2026EFFECT EDGAR
  2. Aug 5, 20268-K EDGAR
  3. Aug 5, 202610-Q EDGAR
  4. Aug 5, 20268-K EDGAR
  5. Aug 4, 2026S-3 EDGAR
  6. Jul 24, 20268-K EDGAR
  7. Jul 17, 20264 EDGAR
  8. Jul 17, 20264 EDGAR
  9. Jul 17, 20264 EDGAR
  10. Jul 17, 20264 EDGAR
  11. Jul 15, 2026DRS EDGAR
  12. Jun 25, 2026S-8 EDGAR
  13. Jun 22, 2026DEF 14A EDGAR
  14. Jun 11, 2026PRE 14A EDGAR
  15. Jun 2, 20264 EDGAR
  16. Jun 1, 20268-K EDGAR
  17. May 12, 20268-K EDGAR
  18. May 12, 202610-Q EDGAR
  19. May 12, 20268-K EDGAR
  20. Apr 30, 202610-K/A EDGAR

The 554 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

81 open-market trades by officers, directors and large owners since October 2021: 53 buys and 28 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 15, 2026Kidambi TridiveshChief Financial OfficerBuy26,910$3.00$80.7KForm 4
Aug 22, 2025CEE Holdings Trust10% ownerBuy11,015$7.32$80.6KForm 4
Aug 21, 2025CEE Holdings Trust10% ownerBuy12,584$6.90$86.8KForm 4
Aug 20, 2025CEE Holdings Trust10% ownerBuy12,584$6.25$78.7KForm 4
Aug 19, 2025CEE Holdings Trust10% ownerBuy6,567$6.32$41.5KForm 4
Jun 13, 2025Civantos JohnDirectorBuy6,158$4.01$24.7KForm 4
Jun 12, 2025Civantos JohnDirectorBuy18,842$3.89$73.3KForm 4
Sep 16, 2024CEE Holdings Trust10% ownerBuy8,412$1.24$10.4KForm 4
Sep 12, 2024CEE Holdings Trust10% ownerBuy3,372$1.24$4.2KForm 4
Sep 11, 2024CEE Holdings Trust10% ownerBuy4,034$1.20$4.8KForm 4
Sep 10, 2024CEE Holdings Trust10% ownerBuy4,407$1.19$5.2KForm 4
Sep 9, 2024CEE Holdings Trust10% ownerBuy2,196$1.19$2.6KForm 4
Sep 6, 2024CEE Holdings Trust10% ownerBuy11,507$1.22$14.0KForm 4
Sep 5, 2024CEE Holdings Trust10% ownerBuy4,352$1.22$5.3KForm 4
Sep 4, 2024CEE Holdings Trust10% ownerBuy8,547$1.24$10.6KForm 4
Sep 3, 2024CEE Holdings Trust10% ownerBuy1,601$1.23$2.0KForm 4
Aug 30, 2024CEE Holdings Trust10% ownerBuy15,205$1.24$18.9KForm 4
Aug 23, 2024CEE Holdings Trust10% ownerBuy37,477$1.21$45.3KForm 4
Aug 21, 2024CEE Holdings Trust10% ownerBuy8,896$1.24$11.0KForm 4
Aug 20, 2024CEE Holdings Trust10% ownerBuy1,500$1.25$1.9KForm 4

All 81 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
2025Marc Mezzacca$300.0K$9.5M71
2025Charles Ursini50$450.0K$3.5M71
2025Tridivesh Kidambi44$450.0K$1.5M71
2025Michael Blend58$601.5K$636.3K71
2024PresidentCouponFollow$35.6K$2.6M71
2024Chief Executive Officer$2.4M$2.4M71
2024Chief Operating Officer$2.4M$2.4M71
2024Chief Financial Officer$450.0K$1.7M71

Held by these funds

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

FundSharesValueShare of the fundChange
Bank Of America Corp /de/161,513$373.1K0.0%−6
Vanguard Capital Management LLC127,576$294.7K0.0%+90,444
Cerity Partners LLC116,844$269.9K0.0%No change
Crescent Grove Advisors, LLC75,545$174.5K0.0%New
BlackRock, Inc.43,353$100.1K0.0%+19,106
Morgan Stanley13,134$30.3K0.0%New
Geode Capital Management, LLC12,519$28.9K0.0%−11,320
Leonteq Securities AG12,500$28.9K0.0%New
State Street Corp11,502$26.6K0.0%No change
Vanguard Fiduciary Trust Co9,141$21.1K0.0%No change
Royal Bank Of Canada1,314$3.0K0.0%+1,275
UBS Group AG618$1.4K0.0%−706
Jones Financial Companies Lllp366$9190.0%New
Bnp Paribas Financial Markets86$1990.0%No change
SBI Securities Co., Ltd.60$1390.0%No change
Jpmorgan Chase & Co42$1020.0%−5,848
Osaic Holdings, Inc.35$800.0%No change
Group One Trading LLC33$760.0%−190
Price T Rowe Associates Inc /md/11,731$280.0%New
Barclays PLC9$210.0%New
Signaturefd, LLC1$20.0%New

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

SEC filer profile

How System1, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSystem1, Inc.1
  • CIK0001805833
  • Employer ID (EIN)92-39780515
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7370 Services-Computer Programming, Data Processing, Etc.1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address4235 Redwood Avenue, Marina Del Rey, CA 900661
  • Mailing address4235 Redwood Avenue, Marina Del Ray, CA 900661
  • Phone310-924-60371
  • Shares outstanding8,083,497 Common Class A shares; 1,813,843 Common Class C shares as of Feb 27, 20265
  • Public float$9.7M as of Jun 30, 20255
  • AuditorDeloitte and Touche LLP, Los Angeles, California PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMar 23, 20201
  • Filings614 in all: 4 (265), 8-K (91), 3 (30), SC 13D/A (24), 10-Q (19), UPLOAD (19), 424B3 (18), CORRESP (17)1
    All 47 form types

    4/A (10), 425 (10), SC 13D (10), SC 13G (8), EFFECT (7), 10-K (6), 10-K/A (6), S-8 (6), SC 13G/A (6), DEFA14A (5), NT 10-Q (5), 8-K/A (4), DEF 14A (4), S-1/A (4), 10-Q/A (3), SCHEDULE 13D/A (3), 25-NSE (2), 8-A12B (2), DRS (2), DRS/A (2), DRSLTR (2), NT 10-K (2), POS AM (2), PRE 14A (2), S-1 (2), S-3 (2), S-4/A (2), 144 (1), 3/A (1), 424B4 (1), 424B5 (1), CERT (1), NT 10-K/A (1), PREM14A (1), PRER14A (1), S-1MEF (1), S-4 (1), SCHEDULE 13D (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 11, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Jun 22, 2026
    Latest 8-K (8-K) Aug 5, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per shareSSTThe New York Stock Exchange

From the cover page of the 10-K filed Mar 11, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks System1, Inc. names in Item 1A of its 10-K filed Mar 11, 2026: 63 risks under these headings, as written.5

  • Risks Related to Our Business Strategy and Industry Generally
  • We have a limited operating history, which makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.
  • Our revenue is tied to the effectiveness and ability to acquire traffic in a cost-effective manner.
  • A meaningful portion of our revenue is attributable to our agreements with Google, and therefore is subject to its practices.
  • We collect, process, store, share, disclose and use consumer information and other data, and our actual or perceived failure to protect such information and data or respect users’ privacy could damage our reputation and brand and harm our business and operating results.
  • We rely on our Marketing and Network Partners for a significant portion of our consumer Internet traffic.
  • Efforts designed to drive visitors to our various brands and businesses or those of our advertisers may not be successful or cost-effective.
  • Our marketing efforts may not be successful.
  • We have entered into, and may in the future enter into, credit facilities which contain operating and financial covenants that restrict our business and financing activities.
  • We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs, which may in turn impair our growth.
  • We have a significant amount of debt maturing in the near term that may not be refinanced or repaid, which could materially and adversely affect our financial condition and liquidity.
  • There is substantial doubt about our ability to continue as a going concern, which may adversely affect our business, financial condition and results of operations.
The other 52 risks
  • The transfer of assets in connection with our business restructuring is subject to legal challenge by certain creditors, including claims of fraudulent transfer or conveyance, which could result in significant liabilities.
  • Operational and performance issues with our platform, whether real or perceived, including a failure to respond to technological changes or to upgrade our technology systems, may adversely affect our business, financial condition and operating results.
  • We allow our clients to utilize application programming interfaces, or APIs, with MapQuest and for reporting or distribution of services for our other businesses, which could result in outages or security breaches and negatively impact our business, financial condition and operating results.
  • We operate in a highly competitive environment. If we fail to innovate and make the right investment decisions in our offerings and platform, we may not attract and retain advertisers, and our competitors may gain market share in the markets for our solutions that could adversely affect our business and cause our revenue and results of operations to decline.
  • We compete for advertising spend from our advertisers, and if we are unable to maintain or increase our share of the advertising spend of our advertisers, our business could be harmed.
  • Our results of operations may fluctuate significantly, which could prevent us from meeting our own expectations or security analysts or investor expectations.
  • As our costs increase, we may not be able to generate sufficient revenue to sustain profitability.
  • Our advertising business is dependent on advertisers buying mobile, display and video advertising. A decrease in the use of these advertising channels would harm our business, growth prospects, financial condition and results of operations.
  • Our business and prospects would be harmed if changes to the technologies used across our websites or other products and services or new versions or upgrades of operating systems and Internet browsers adversely impact users.
  • Our business depends on our customers’ continued and unimpeded access to the Internet and the development and maintenance of the global Internet infrastructure. Internet service providers may be able to block, degrade or charge for access to certain of our products, which could lead to additional expenses and the loss of customers.
  • Unfavorable global economic conditions, including as a result of political or social conflict or unrest or health and safety concerns related to a public health crisis, could adversely affect our business, financial condition or results of operations.
  • If material weaknesses are identified, we may not be able to report our financial results accurately, prevent or detect material misstatements due to fraud or error, or file our periodic reports as a public company in a timely manner.
  • If we fail to maintain effective internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations. If our internal control over financial reporting is not effective, it may adversely affect investor confidence in us and the price of our common stock.
  • A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.
  • We may experience outages and disruptions on our platform, our websites and other software products if we fail to maintain adequate security and supporting infrastructure as we scale our platform, websites and other software products, which may harm our reputation and negatively impact our business, financial condition and operating results.
  • If we fail to build and maintain our brands, our ability to expand the use of our websites and software products by advertisers and consumers, respectively, may be adversely affected.
  • International expansion subjects us to additional costs and risks that can adversely affect our business, financial condition and operating results.
  • Future acquisitions, strategic investments or alliances could disrupt our business and harm our business, financial condition and operating results.
  • We may pursue new business lines which could disrupt and adversely affect our operating results.
  • Our future success depends on the continuing efforts of our key employees, and our ability to attract, hire, retain and motivate highly skilled employees in the future.
  • We may need to change our pricing models to compete successfully.
  • We depend on search engines, display advertising, social media, email, content-based online advertising and other online sources to attract consumers to our websites and convert them into sales for our advertisers. If we are unable to drive traffic cost-effectively, our business and financial results may be harmed.
  • We depend on third-party website publishers for a significant portion of our visitors, and any decline in the supply of media available through these websites or increase in the price of this media could cause our revenue to decline or our cost to reach visitors to increase.
  • Our failure to meet content and inventory standards and provide services that our advertisers and inventory suppliers trust could harm our brand and reputation and negatively impact our business, financial condition and operating results.
  • If the non-proprietary technology, software, products and services that we use are unavailable, have future terms we cannot agree to, or do not perform as we expect, our business, financial condition and operating results could be harmed.
  • Our management team has limited experience managing a public company.
  • Legal and Compliance Risks
  • Our business could be affected by the enactment of new governmental regulations regarding the Internet.
  • We assess customer needs, and sometimes collect customer contact information to provide other product offerings, which results in us receiving personally identifiable information.
  • Litigation could distract management, increase our expenses or subject us to material monetary damages and other remedies.
  • We are subject to anti-bribery, anti-corruption and similar laws and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.
  • Privacy and data protection laws to which we are subject may cause us to incur additional or unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change offerings or our business model, which may have a material adverse effect on our business.
  • We typically collect and store IP addresses, other device identifiers (such as unique mobile application identifiers) and email addresses, which are or may be considered personal data or personal information in some jurisdictions or otherwise may be the subject of regulation.
  • Failure to comply with current or future laws and regulations relating to AI could adversely affect our business, operations, and financial condition.
  • Our success depends, in part, on our ability to access, collect and use first-party data about our users and subscribers. If that access is restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users’ devices and web browsers, or our and our clients’ ability to use data on our platform is otherwise restricted, our performance may decline and we may lose advertisers and revenue.
  • Today, digital advertising, including our offering, makes significant use of first-party cookies to store device identifiers for the advertising activities described above.
  • Concerns regarding data privacy and security relating to our industry’s technology and practices, and perceived failure to comply with laws and industry self-regulation, could damage our reputation and deter current and potential clients from using our products and services.
  • Risks Related to Intellectual Property
  • Our use of "open source" software could adversely affect our ability to protect our proprietary software and subject us to possible litigation.
  • Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and harming our business.
  • Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
  • We may not be able to adequately protect our intellectual property rights.
  • We may be sued by third parties for alleged infringement of their trademarks or other intellectual property rights, which would result in additional expense and potential damages.
  • We face potential liability and harm to our business based on the nature of our business and the content on our technology platform.
  • We may face risks associated with our use of certain AI Tools.
  • Risks Related to Our Common Stock and Warrants
  • Our issuance of additional shares of common stock, Warrants or other convertible securities may dilute your ownership interest in us and could adversely affect our stock price.
  • We are a "smaller reporting company" and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock and Warrants less attractive to investors.
  • The market price of our common stock and Warrants may be volatile or may change significantly regardless of our operating performance. You may lose some or all of your investment as a result.
  • Our failure to satisfy the NYSE continued listing standards could result in the delisting of our common stock, which could adversely affect the market for our common stock and our ability to access capital.
  • The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations.
  • You may only be able to exercise the Warrants (as defined below) on a "cashless basis" under certain circumstances, and if you do so, you will receive fewer shares of common stock from such exercise than if you were to exercise such Warrants for cash.
  • We may amend the terms of the Warrants in a manner that may have an adverse effect on holders of Warrants with the approval by the holders of at least 65% of the then outstanding Warrants. As a result, the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a Warrant could be decreased, all without your approval.
  • Our Warrant Agreement designates the courts of the State of New York or the U.S. District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the Warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with us.
  • We may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worth less than what you paid for them.

Legal proceedings

We are subject to various legal proceedings and claims that arise in the ordinary course of business. We believe the ultimate liability, if any, with respect to these actions will not materially affect the consolidated financial position, results of operations, or cash flows reflected in the consolidated financial statements. There can be no assurance, however, that the ultimate resolution of such actions will not materially or adversely affect our consolidated financial position, results of operations, or cash flows. We accrue for losses when the loss is deemed probable and the liability can reasonably be estimated.

Information in response to this Item is included in "Part II, Item 8 "Financial Statements and Supplementary Data — Note 8, Commitments and Contingencies".

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63
  64. 64
  65. 65
  66. 66
  67. 67
  68. 68
  69. 69
  70. 70
  71. 71