Private company
Wag! Group Co.
American personal services company that raised $970,000 in 2023 (SEC Form D)1
In its 2025 annual report the company says: “Wag! exists to make pet ownership possible and to bring joy to pets and those who love them. We are committed to maximizing the happiness of pets and Pet Parents alike. Our platform aims to disrupt the traditional pet care and wellness industry with technology that enables Pet Parents to manage the health and well-being of their furry family member seamlessly and efficiently.”4 It is headquartered in San Francisco, California.1
Last updated Oct 21, 2026.
Overview
- IndustryServices-Personal Services1
- HeadquartersSan Francisco, California1
- Incorporated inDE2
- Business address2261 Market Street, Suite 86056, San Francisco, Ca 941142
- Filer category, Emerging growth company2
- Legal formCorporation
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Wag! strives to be the #1 platform to solve the service, product, and wellness needs for the modern U.S. pet household. Wag! today is comprised of category-leading businesses, including Wag Labs, Inc., a premier marketplace for offline pet services such as dog walking and overnight boarding; Petted.com, which aims to be the #1 online comparison marketplace for pet insurance and wellness plans; and Dog Food Advisor, a leading marketplace for pet food and treat advice, as well as others ranging from early-stage to established businesses.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 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Other costs91¢$64.1M
- Interest9¢$6.2M
- Income tax0¢$163.0K
Out of $70.5M in revenue.5 The company lost money this year.
Financial statements
| Fiscal year | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue | $20.1M6 | $54.9M7 | $83.9M5 | $70.5M5 | |
| Operating expenses | $30.6M6 | $86.0M7 | $91.2M5 | $80.9M5 | |
| Operating income | -$832.6K8 | ||||
| Interest | $2.9M7 | $7.4M5 | $6.2M5 | ||
| Income before tax | -$7.1M6 | -$38.6M6 | -$13.8M5 | -$17.4M5 | |
| Income tax | -$793.0K6 | $13.0K7 | $93.0K5 | $163.0K5 | |
| Net income | -$6.3M6 | -$38.6M7 | -$13.3M5 | -$17.6M5 | |
| Earnings per share | -$1.106 | -$2.077 | -$0.355 | -$0.395 | |
| Earnings per share (diluted) | -$1.106 | -$2.077 | -$0.355 | -$0.395 | |
| Shares (weighted, basic) | 5.7M shares6 | 18.6M shares7 | 38.4M shares5 | 44.7M shares5 | |
| Shares (weighted, diluted) | 5.7M shares6 | 18.6M shares7 | 38.4M shares5 | 44.7M shares5 |
| Fiscal year | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cash | $7.1M6 | $2.8M6 | $39.0M7 | $18.3M5 | $5.6M5 |
| Receivables | $2.6M6 | $5.9M7 | $10.0M5 | $6.6M5 | |
| Current assets | $12.0M6 | $47.4M7 | $31.8M5 | $15.1M5 | |
| Property, plant and equipment | $90.0K6 | $88.0K7 | $347.0K5 | $2.2M5 | |
| Goodwill | $1.4M6 | $1.5M7 | $4.6M5 | $4.6M5 | |
| Intangible assets | $2.8M6 | $2.6M7 | $8.8M5 | $6.8M5 | |
| Total assets | $16.5M6 | $52.3M7 | $46.7M5 | $29.4M5 | |
| Accounts payable | $2.3M6 | $7.2M7 | $9.9M5 | $6.2M5 | |
| Short-term debt | $442.0K6 | $1.3M7 | $1.8M5 | $19.0M5 | |
| Current liabilities | $10.0M6 | $16.5M7 | $18.4M5 | $29.5M5 | |
| Long-term debt | $1.2M6 | $25.0M7 | $25.7M5 | $05 | |
| Total liabilities | $12.3M6 | $42.4M7 | $45.1M5 | $29.9M5 | |
| Retained earnings | -$109.8M6 | -$148.4M7 | -$161.7M5 | -$179.3M5 | |
| Shareholders’ equity | -$100.2M6 | -$106.1M7 | $9.9M5 | $1.6M5 | -$489.0K5 |
| Shares outstanding | 6.1M shares6 | 36.8M shares7 | 39.6M shares5 | 50.3M shares5 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cash from operations | -$12.3M6 | -$2.8M7 | -$6.5M5 | -$7.0M5 | |
| Depreciation and amortization | $388.0K6 | $571.0K7 | $1.7M5 | $2.4M5 | |
| Stock-based compensation | $222.0K6 | $24.5M7 | $4.7M5 | $6.6M5 | |
| Capital spending | $5.0K6 | $51.0K7 | $361.0K5 | $1.8M5 | |
| Free cash flow | -$12.3M | -$2.9M | -$6.8M | -$8.8M | |
| Cash from investing | $8.1M6 | $1.8M7 | -$12.3M5 | -$2.0M5 | |
| Cash from financing | -$51.0K6 | $37.1M7 | -$1.9M5 | -$3.7M5 |
Corporate structure
Wag! Group Co. sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Wag! Group Co.
- SherpaVentures Fund II, LP Filed SCHEDULE 13G/A on Wag! Group Co., latest Nov 14, 2025 (3 filings since Aug 19, 2022)
- Tenaya Capital VII, LP Filed SCHEDULE 13G/A on Wag! Group Co., latest Jul 31, 2025 (2 filings since Feb 14, 2023)
- Flint Ridge Capital LLC Filed SCHEDULE 13G/A on Wag! Group Co., latest Jul 18, 2025 (2 filings since Dec 5, 2023)
- Radcliffe Capital Management, L.P. Filed SC 13G/A on Wag! Group Co., latest Feb 14, 2024 (2 filings since Feb 14, 2022)
- MMCAP International Inc. SPC Filed SC 13G/A on Wag! Group Co., latest Feb 13, 2024 (3 filings since Feb 7, 2022)
- Flint Ridge Partners LP Filed SC 13G on Wag! Group Co., latest May 19, 2023
- ATW SPAC MANAGEMENT LLC Filed SC 13G/A on Wag! Group Co., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
- Corbin Capital Partners, L.P. Filed SC 13G/A on Wag! Group Co., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
- Freestyle Capital Opportunity Fund, L.P. Filed SC 13G on Wag! Group Co., latest Feb 14, 2023
- PERISCOPE CAPITAL INC. Filed SC 13G/A on Wag! Group Co., latest Feb 13, 2023 (2 filings since Feb 14, 2022)
- Polar Asset Management Partners Inc. Filed SC 13G/A on Wag! Group Co., latest Feb 13, 2023 (2 filings since Feb 7, 2022)
- TENOR CAPITAL MANAGEMENT Co., L.P. Filed SC 13G/A on Wag! Group Co., latest Feb 13, 2023
- Wag! Group Co. San Francisco, California
- Compare Pet Insurance Services, Inc. Subsidiary · Delaware, United States
- Furmacy, Inc. Subsidiary · Delaware, United States
- Pawsome, LLC Subsidiary · Delaware, United States
- Wag Labs, Inc. Subsidiary · Delaware, United States
- Wag Wellness, Inc. 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 Wag! Group Co. 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
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $3.0M5 Dec 31, 2024 | $1.0M5 Dec 31, 2023 | +199.1% |
| Accumulated depreciation | $825.0K5 Dec 31, 2024 | $655.0K5 Dec 31, 2023 | +26.0% |
| Property and equipment, net | $2.2M5 Dec 31, 2024 | $347.0K5 Dec 31, 2023 | +525.9% |
| Operating-lease assets (leased space) | $737.0K5 Dec 31, 2024 | $1.0M5 Dec 31, 2023 | −29.5% |
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $4.6M5 Dec 31, 2024 | $4.6M5 Dec 31, 2023 | 0% |
| Intangible assets, net (excluding goodwill) | $6.8M5 Dec 31, 2024 | $8.8M5 Dec 31, 2023 | −23.4% |
| Indefinite-lived intangibles (excluding goodwill) | $177.0K5 Dec 31, 2024 | $49.0K5 Dec 31, 2023 | +261.2% |
| Finite-lived intangibles, gross | $11.1M5 Dec 31, 2024 | $11.1M5 Dec 31, 2023 | 0% |
| Accumulated amortization | $4.5M5 Dec 31, 2024 | $2.3M5 Dec 31, 2023 | +95.5% |
| Finite-lived intangibles, net | $6.6M5 Dec 31, 2024 | $8.8M5 Dec 31, 2023 | −24.9% |
Properties, in its own words
We are a remote-first company, meaning that our employees work remotely. Substantially all of our executive team meetings are held virtually, with meetings occasionally held in-person at locations that are not our offices. We hold all of our stockholder meetings virtually. As a result of this strategy, we do not maintain a corporate headquarters or principal executive offices.
We hold a lease for office space in San Francisco, California pursuant to a lease agreement that expires in February 2026. We also hold a lease for office space in Phoenix, Arizona pursuant to a lease agreement that expires in November 2028.
Item 2 of the 10-K filed Mar 24, 2025.4
Leadership
Who has led Wag! Group Co., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
Chief operating officer
- Chief executive officerGarrett Smallwood Aug 9, 2022 to now11
- Chief executive officerJonah Raskas Aug 30, 2021 to Aug 30, 202112
- Chief executive officerMark Grundman Aug 30, 2021 to Oct 6, 202113
- PresidentAdam Storm Dec 5, 2022 to Dec 5, 202214
- Chief financial officerAlec Davidian Aug 9, 2022 to now15
- Chief operating officerDylan Allread Aug 9, 2022 to now16
Board members and other officers (19)
- Pres. & Chief Product Off.Adam Storm Aug 9, 2022 to now17
- Chief Customer OfficerDavid Cane Aug 9, 2022 to now18
- Chief Technology OfficerMaziar Arjomand Aug 9, 2022 to now19
- Director of LegalNicholas Yu Aug 9, 2022 to now20
- Board memberBrian Yee Aug 9, 2022 to now21
- Board memberGarrett Smallwood Aug 9, 2022 to now11
- Board memberJocelyn C. Mangan Aug 9, 2022 to Dec 5, 202222
- Board memberMelinda Chelliah Aug 9, 2022 to Dec 5, 202223
- Board memberNikolaos Bonatsos Aug 9, 2022 to Aug 9, 202224
- Board memberRoger H. Lee Aug 9, 2022 to Aug 9, 202225
- Board memberSheila Lirio Marcelo Aug 22, 2022 to Dec 5, 202226
- Board memberAmigo Victor Herrero Aug 30, 2021 to Aug 30, 202127
- Board memberDeborah Weinswig Aug 30, 2021 to Aug 30, 202128
- Board memberDebra Benovitz Aug 30, 2021 to Aug 30, 202129
- Board memberGary Tickle Aug 30, 2021 to Aug 30, 202130
- Board memberJason S. Reiser Aug 30, 2021 to Aug 30, 202131
- Board memberJonah Raskas Aug 30, 2021 to Aug 30, 202112
- Board memberM. Carl Johnson Iii. Aug 30, 2021 to Aug 30, 202132
- Board memberMark Grundman Aug 30, 2021 to Oct 6, 202113
Named in SEC Form D filings
People the company listed in its private-offering notices.
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Compare Pet Insurance Services, Inc. Delaware, USA3
- Furmacy, Inc. Delaware, USA3
- Pawsome, LLC Delaware, USA3
- Wag Labs, Inc. Delaware, USA3
- Wag Wellness, Inc. Delaware, USA3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- CHW Acquisition CorpFeb 9, 2021 to Aug 8, 20222
Timeline
- Sep 4, 20258-K Bankruptcy or receivership34
- Jul 28, 20258-K Listing notice or transfer35
- Jul 21, 20258-K Entered a material agreement; Bankruptcy or receivership; Debt or obligation accelerated36
- Jul 15, 20258-K Entered a material agreement; Completed an acquisition or sale; Other events37
- Jul 8, 20258-K Entered a material agreement; New debt or obligation; Other events38
- Jun 18, 20258-K Shareholder vote39
- May 12, 20258-K Results of operations40
- Apr 16, 20258-K New debt or obligation; Other events41
- Apr 10, 20258-K Entered a material agreement; New debt or obligation42
- Mar 31, 20258-K Listing notice or transfer43
- Mar 24, 20258-K Results of operations44
- Jan 21, 20258-K Listing notice or transfer45
- Aug 9, 2022New chief executive Garrett Smallwood becomes CEO11
- Aug 30, 2021New chief executive Mark Grundman becomes CEO13
- Aug 30, 2021New chief executive Jonah Raskas becomes CEO12
Calendar
When it reported results
- May 12, 2025Reported quarterly or annual results40
- Mar 24, 2025Reported quarterly or annual results44
- Nov 13, 2024Reported quarterly or annual results46
- Aug 7, 2024Reported quarterly or annual results47
- Jul 10, 2024Reported quarterly or annual results48
- May 9, 2024Reported quarterly or annual results49
- Feb 14, 2024Reported quarterly or annual results50
- Nov 8, 2023Reported quarterly or annual results51
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
559 filings to the SEC since October 2021: 4 annual reports, 12 quarterly reports, 51 major events, 253 insider forms, 30 large holders, 4 private raises, 205 other. The latest 20:
- Nov 14, 2025SCHEDULE 13G/A EDGAR
- Sep 30, 202515-12G EDGAR
- Sep 9, 2025EFFECT EDGAR
- Sep 5, 2025POS AM EDGAR
- Sep 5, 2025S-8 POS EDGAR
- Sep 4, 20258-K EDGAR
- Aug 7, 202510-Q EDGAR
- Jul 31, 2025SCHEDULE 13G/A EDGAR
- Jul 28, 20258-K EDGAR
- Jul 21, 20258-K EDGAR
- Jul 18, 2025SCHEDULE 13G/A EDGAR
- Jul 17, 20254 EDGAR
- Jul 15, 20258-K EDGAR
- Jul 8, 20258-K EDGAR
- Jun 18, 20258-K EDGAR
- May 21, 20254 EDGAR
- May 20, 20254 EDGAR
- May 20, 20254 EDGAR
- May 20, 20254 EDGAR
- May 20, 20254 EDGAR
The 559 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
219 open-market trades by officers, directors and large owners since October 2021: 23 buys and 196 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jul 17, 2025 | SZABO JOHN P JR10% owner | Sale | 1,160,000 | $0.11 | $127.6K | Form 4 |
| Jul 16, 2025 | SZABO JOHN P JR10% owner | Sale | 1,580,000 | $0.11 | $173.8K | Form 4 |
| Jul 15, 2025 | SZABO JOHN P JR10% owner | Sale | 1,670,000 | $0.13 | $217.1K | Form 4 |
| Feb 19, 2025 | Davidian AlecChief Financial Officer | Sale | 22,719 | $0.30 | $6.8K | Form 4 |
| Feb 19, 2025 | Cane DavidChief Customer Officer | Sale | 14,848 | $0.30 | $4.5K | Form 4 |
| Feb 19, 2025 | McCarthy PatrickChief Marketing Officer | Sale | 18,580 | $0.30 | $5.6K | Form 4 |
| Feb 19, 2025 | Arjomand MaziarChief Technology Officer | Sale | 38,144 | $0.30 | $11.5K | Form 4 |
| Feb 19, 2025 | Yu NicholasVP of Legal | Sale | 9,374 | $0.30 | $2.8K | Form 4 |
| Feb 19, 2025 | Storm AdamPres. & Chief Product Off. | Sale | 30,376 | $0.30 | $9.1K | Form 4 |
| Feb 19, 2025 | Allread DylanChief Operating Officer | Sale | 16,652 | $0.30 | $5.0K | Form 4 |
| Feb 19, 2025 | Smallwood GarrettChief Executive Officer | Sale | 38,144 | $0.30 | $11.5K | Form 4 |
| Nov 19, 2024 | Smallwood GarrettChief Executive Officer | Sale | 34,746 | $0.17 | $5.9K | Form 4 |
| Nov 19, 2024 | McCarthy PatrickChief Marketing Officer | Sale | 23,105 | $0.17 | $3.9K | Form 4 |
| Nov 19, 2024 | Arjomand MaziarChief Technology Officer | Sale | 34,746 | $0.17 | $5.9K | Form 4 |
| Nov 19, 2024 | Davidian AlecChief Financial Officer | Sale | 20,710 | $0.17 | $3.5K | Form 4 |
| Nov 19, 2024 | Cane DavidChief Customer Officer | Sale | 8,491 | $0.17 | $1.4K | Form 4 |
| Nov 19, 2024 | Yu NicholasVP of Legal | Sale | 8,234 | $0.17 | $1.4K | Form 4 |
| Nov 19, 2024 | Allread DylanChief Operating Officer | Sale | 14,599 | $0.17 | $2.5K | Form 4 |
| Nov 19, 2024 | Storm AdamPres. & Chief Product Off. | Sale | 16,727 | $0.17 | $2.8K | Form 4 |
| Sep 23, 2024 | SZABO JOHN P JR10% owner | Buy | 50,000 | $0.93 | $46.5K | Form 4 |
All 219 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.
- SherpaVentures Fund II, LPSCHEDULE 13G/A, 3 filings Aug 19, 2022 to Nov 14, 202552
- Tenaya Capital VII, LPSCHEDULE 13G/A, 2 filings Feb 14, 2023 to Jul 31, 202553
- Flint Ridge Capital LLCSCHEDULE 13G/A, 2 filings Dec 5, 2023 to Jul 18, 202554
- Radcliffe Capital Management, L.P.SC 13G/A, 2 filings Feb 14, 2022 to Feb 14, 202455
- MMCAP International Inc. SPCSC 13G/A, 3 filings Feb 7, 2022 to Feb 13, 202456
- Flint Ridge Partners LPSC 13G, 1 filing May 19, 202357
- ATW SPAC MANAGEMENT LLCSC 13G/A, 2 filings Feb 14, 2022 to Feb 14, 202358
- Corbin Capital Partners, L.P.SC 13G/A, 2 filings Feb 14, 2022 to Feb 14, 202359
- Freestyle Capital Opportunity Fund, L.P.SC 13G, 1 filing Feb 14, 202360
- PERISCOPE CAPITAL INC.SC 13G/A, 2 filings Feb 14, 2022 to Feb 13, 202361
- Polar Asset Management Partners Inc.SC 13G/A, 2 filings Feb 7, 2022 to Feb 13, 202362
- TENOR CAPITAL MANAGEMENT Co., L.P.SC 13G/A, 1 filing Feb 13, 202363
- BOOTHBAY FUND MANAGEMENT, LLCSC 13G/A, 2 filings Feb 4, 2022 to Jan 24, 202364
- Battery Ventures XI-A, L.P.SC 13D, 1 filing Aug 19, 202265
- General Catalyst Group Management Holdings GP, LLCSC 13G, 1 filing Aug 17, 202266
- CHW Acquisition Sponsor LLCSC 13G, 1 filing Feb 14, 202267
- Space Summit Capital LLCSC 13G/A, 1 filing Feb 3, 202268
- K2 PRINCIPAL FUND, L.P.SC 13G/A, 1 filing Oct 8, 202169
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.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Adam Storm | 34 | $400.0K | $510.2K70 |
| 2024 | Garrett Smallwood | 34 | $400.0K | $510.2K70 |
| 2024 | Mazi Arjomand | 32 | $400.0K | $510.2K70 |
| 2023 | Chief Executive Officer | $386.5K | $1.4M70 | |
| 2023 | Chief Technology Officer | $386.5K | $1.4M70 | |
| 2023 | President and Chief Product Officer | $386.5K | $1.4M70 |
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $970.5K
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2023 | $225.0K | $225.0K |
| 2022 | $745.5K | $745.5K |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
SEC filer profile
How Wag! Group Co. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARWag! Group Co.1
- CIK0001842356
- Employer ID (EIN)88-35901804
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)7200 Services-Personal Services1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address2261 Market Street, Suite 86056, San Francisco, CA 941141
- Phone(707) 324-42191
- Shares outstanding51,487,598 as of Jul 31, 202510
- Public float$12.5M as of Jun 28, 20244
- AuditorPricewaterhouseCoopers LLP, San Jose, California PCAOB ID 238; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceFeb 9, 20211
- Filings600 in all: 4 (231), 144 (110), 8-K (54), 3 (32), 425 (27), SC 13G (16), SC 13G/A (16), CORRESP (13)1
All 42 form types
10-Q (12), UPLOAD (9), 424B3 (8), 144/A (7), EFFECT (6), S-1/A (6), S-4/A (5), 10-K (4), 4/A (3), ARS (3), D (3), DEF 14A (3), DEFA14A (3), SCHEDULE 13G/A (3), 25-NSE (2), 424B5 (2), POS AM (2), PRE 14A (2), S-1 (2), S-8 (2), 15-12G (1), 424B4 (1), 8-A12B (1), CERT (1), D/A (1), DRS (1), NT 10-Q (1), POS EX (1), PREM14A (1), S-1MEF (1), S-3 (1), S-4 (1), S-8 POS (1), SC 13D (1)
- Latest filingsAnnual report (10-K) Mar 24, 2025
Quarterly report (10-Q) Aug 7, 2025
Proxy statement (DEF 14A) Apr 30, 2025
Latest 8-K (8-K) Sep 4, 2025
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.0001 per share | PET | The Nasdaq Global Market |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | PETWW | The Nasdaq Global Market |
From the cover page of the 10-K filed Mar 24, 2025 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Wag! Group Co. names in Item 1A of its 10-K filed Mar 24, 2025: 50 risks under these headings, as written.4
- Risks Related to Our Business
- The businesses and industries in which we operate are highly competitive and we may be unable to compete successfully with our current or future competitors.
- We have incurred net losses in each year since inception. If we fail to manage certain risks and challenges as our business evolves, we may not produce expected long term benefits and this may adversely affect our business, operating results, and financial condition.
- Online marketplaces for pet care services are still in relatively early stages of growth and if demand for them does not continue to grow, grows slower than expected, or fails to grow as large as expected, our business, financial condition, and operating results could be materially adversely affected.
- Our marketing efforts to help grow the business may not be effective.
- We are substantially dependent on revenues from a small number of customers. The loss of or decrease in revenue from any one of these customers would materially adversely affect our business, results of operations, and financial condition.
- If we fail to retain existing users or attract new users, or if users fail to receive high-quality offerings or fail to provide high-quality offerings, our business, operating results, and financial condition would be materially adversely affected.
- Our fee structure is impacted by a number of factors and ultimately may not be successful in attracting and retaining Pet Parents and Pet Caregivers.
- New offerings and initiatives can be costly and if we unsuccessfully pursue such offerings and initiatives, we may fail to grow and our business, operating results, financial condition, and prospects would be materially adversely affected.
- We rely on internet search engines to drive traffic to our platform to grow revenues and if we are unable to drive traffic cost-effectively, it would materially adversely affect our business, operating results, and financial condition.
- Maintaining and enhancing our brand and reputation is critical to our growth and negative publicity could damage our brand and could materially adversely affect our business, operating results, and financial condition.
- Actions by Pet Caregivers or Pet Parents that are criminal, violent, inappropriate, or dangerous, or fraudulent activity, may undermine the safety or the perception of safety of our platform and our ability to attract and retain Pet Caregivers and Pet Parents and materially adversely affect our reputation, business, operating results, and financial condition.
The other 39 risks
- We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
- If use of our platform in large metropolitan areas is negatively affected, our financial results and future prospects could be adversely impacted.
- Any international operations involve additional risks, and our exposure to these risks may increase as Wag! expands internationally.
- Our business could be adversely affected by natural disasters, public health crises, political crises, economic downturns or other unexpected events.
- We need to obtain additional financing and/or refinance our existing indebtedness, which has caused management to determine that there is substantial doubt regarding our ability to continue as a going concern.
- Risks Related to Regulation and Taxation
- If Pet Caregivers are reclassified as employees under applicable law or new laws are passed that reclassify Pet Caregivers as employees, our business would be materially adversely affected.
- We are licensed to operate in regulated industries and if these licenses are revoked or suspended, our business may be materially adversely affected.
- We are subject to regulatory inquiries, claims, lawsuits, government investigations, and various proceedings and other disputes, and may face potential liability and expenses for legal claims, which could materially adversely affect our reputation, business, operating results, and financial condition.
- We are subject to claims, lawsuits, and other legal proceedings seeking to hold us vicariously liable for the actions of pets, Pet Parents, and Pet Caregivers.
- We may have exposure to greater-than-anticipated tax liabilities, which may materially and adversely affect our business, financial condition, and operating results.
- Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
- Risks Related to Our Indebtedness
- A definitive financing agreement with Blue Torch is secured by substantially all of our assets and the assets of our subsidiaries, and in the occurrence of an event of default, Blue Torch may be able to foreclose on all or some of these assets which would materially harm our business, financial condition and results of operations.
- Our debt obligations could materially and adversely affect our business, financial condition, results of operations, and prospects and our ability to meet our payment obligations under our Financing Agreement depends on our ability to generate significant cash flows. We cannot assure you that we will be able to generate sufficient cash flow or obtain external financing on terms acceptable to us or at all.
- Risks Related to Privacy and Technology
- We have been subject to cybersecurity attacks in the past and may be the target of future attacks. Any actual or perceived breach of security or cybersecurity incident or privacy or data protection breach or violation, including via cyberattacks, data breaches, hacks, ransomware attacks, data loss, unauthorized access to or use of data (including personal information) and other breaches of our information technology systems, could interrupt our operations, harm our brand, and adversely affect our reputation, business, financial condition, and operating results.
- Changes in laws, regulations, or industry standards relating to privacy, data protection, or the transfer or processing of data relating to individuals, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations, including contractual obligations, relating to privacy, data protection, or the transfer or processing of data relating to individuals, could adversely affect our business, results of operations and financial condition.
- The success of our platform relies on algorithms and other proprietary technology and any failure to operate and improve our algorithms or to develop other innovative proprietary technology effectively could materially adversely affect our business, financial condition, and operating results.
- Any error, bug, vulnerability, or systems defect or failure and resulting interruptions in the availability of our website, mobile applications, or platform could adversely affect our business, financial condition, and operating results.
- We primarily rely on third parties to deliver services to users on our platform and any disruption of or interference with our use of such third party services or software could adversely affect our business, financial condition, and operating results.
- We rely on third-party payment service providers to process payments made by Pet Parents and payments made to Pet Caregivers on our platform. If these third-party payment service providers become unavailable or we are subject to increased fees, our business, operating results, and financial condition could be materially adversely affected.
- We rely on mobile operating systems and application marketplaces to make our applications available to Pet Parents and Pet Caregivers and if we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high user reviews, our usage or brand recognition could decline and our business, financial results, and operating results could be materially adversely affected.
- Our platform contains third-party open source software components, the use of which could expose us to information security vulnerabilities or subject us to certain unfavorable conditions, including requirements that we offer our products that incorporate the open source software for no cost or that we make publicly available our confidential, proprietary source code; any such failure to comply with the terms of the underlying open source software licenses could restrict our ability to provide our platform.
- Risks Related to Our Intellectual Property
- We may fail to adequately protect our intellectual property and we may be subject to intellectual property infringement claims by third parties, each of which could adversely affect our business, financial condition, and operating results.
- Risk Related to our Operations
- We depend on our highly skilled employees to grow and operate our business and if we are unable to hire, retain, manage, and motivate our employees, or if our new employees do not perform as anticipated, we may not be able to grow effectively and our business, financial condition, and operating results could be materially adversely affected.
- Our support function contributes to the success of our platform and any failure to provide high-quality service could affect our ability to retain our existing Pet Caregivers and Pet Parents and attract new ones.
- We rely on a third-party background check provider and a third-party identification provider to screen potential Pet Caregivers and if such providers fail to provide accurate information or we do not maintain business relationships with them, our business, financial condition, and operating results could be materially adversely affected.
- We rely primarily on insurance coverage to insure operations-related risks, including risks related to pet services. If our insurance providers change the terms or cost of insurance that is not favorable to us, such changes could adversely affect our business, financial condition, and operating results.
- The failure to successfully execute and integrate acquisitions could materially adversely affect our business, operating results, and financial condition.
- Risks Related to our Financial Reporting and Disclosure
- We track certain operational metrics with internal systems and tools and do not independently verify such metrics. Certain of our operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.
- Failure to achieve and maintain effective disclosure controls and internal control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations which could have a material adverse effect on our business and stock price.
- Risks Related to Ownership of Our Common Stock and Warrants
- We are an emerging growth and smaller reporting company and any decision to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth and smaller reporting companies could make our common stock less attractive to investors.
- The price of our common stock has fluctuated significantly and may continue to fluctuate significantly and could decline regardless of operating performance. You may not be able to resell your shares at or above the price you paid and you may lose part or all of your investment.
- Insiders have substantial influence over us which could limit your ability to affect the outcome of key transactions, including a change of control.
- Our Warrants may never be in-the-money and they may expire worthless.
- Because there are no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your Wag! common stock at a price greater than what you paid for it.
- Our stockholders may experience dilution in the future.
- Our Certificate of Incorporation provides, subject to limited exceptions, that the Court of Chancery in the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a chosen judicial forum for disputes with us or our directors, officers, employees or stockholders.
- Risks Related to Being a Public Company
- We incur significant costs operating as a public company. In addition, our management team has limited experience managing a public company.
- We may be subject to securities litigation, which is expensive, could divert management attention, hinder execution of business and growth strategy and impact our stock price.
- We have failed to comply with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
Legal proceedings
The information set forth under Note 9, Commitments and Contingencies, to the Consolidated Financial Statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K is incorporated herein by reference.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARWag! Group Co. filings on SEC EDGAR
- 2SEC EDGARWag! Group Co. filings on SEC EDGAR
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- 5SEC EDGARWag! Group Co. 10-K for fiscal 2024
- 6SEC EDGARWag! Group Co. 10-K for fiscal 2021
- 7SEC EDGARWag! Group Co. 10-K for fiscal 2022
- 8SEC EDGARWag! Group Co. 10-K for fiscal 2021
- 9SEC EDGARWag! Group Co. 10-Q for fiscal 2025
- 10SEC EDGARWag! Group Co. 10-Q for fiscal 2025
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- 14SEC EDGARAdam Storm, President
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- 18SEC EDGARDavid Cane, Chief Customer Officer
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- 20SEC EDGARNicholas Yu, Director of Legal
- 21SEC EDGARBrian Yee, Board member
- 22SEC EDGARJocelyn C. Mangan, Board member
- 23SEC EDGARMelinda Chelliah, Board member
- 24SEC EDGARNikolaos Bonatsos, Board member
- 25SEC EDGARRoger H. Lee, Board member
- 26SEC EDGARSheila Lirio Marcelo, Board member
- 27SEC EDGARAmigo Victor Herrero, Board member
- 28SEC EDGARDeborah Weinswig, Board member
- 29SEC EDGARDebra Benovitz, Board member
- 30SEC EDGARGary Tickle, Board member
- 31SEC EDGARJason S. Reiser, Board member
- 32SEC EDGARM. Carl Johnson Iii., Board member
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- 34SEC EDGARBankruptcy or receivership
- 35SEC EDGARListing notice or transfer
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- 39SEC EDGARShareholder vote
- 40SEC EDGARResults of operations
- 41SEC EDGARNew debt or obligation; Other events
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- 43SEC EDGARListing notice or transfer
- 44SEC EDGARResults of operations
- 45SEC EDGARListing notice or transfer
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