Paradium.AI Q3 2026 revenue falls to $20.5M
The Renew term loan matures August 6, 2029, with quarterly $1.000 million principal payments beginning September 30, 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Paradium.AI, Inc. (PAAI) reported third-quarter revenue of $20.544 million, compared with $29.760 million a year earlier, and a continuing-operations loss of $3.765 million versus income of $6.865 million. For the nine months ended September 30, 2026, revenue was $63.133 million versus $106.587 million, and the continuing-operations loss was $6.599 million versus income of $23.274 million. The company attributed lower page views primarily to algorithmic updates beginning in mid-2025; third-quarter monthly average page views were 158,115,708 versus 235,005,836, while RPM was $25.65 versus $25.18.
Operating cash flow was $2.186 million for the nine months, and cash and cash equivalents were $10.135 million as of September 30, 2026. On August 7, 2026, the company refinanced term debt with related party Renew at 10.0% interest, extending maturity to August 6, 2029, with quarterly $1.000 million principal payments beginning September 30, 2027. Paradium.AI reported compliance with all debt covenants as of September 30, 2026. It also acquired 100% of InfoSentience for total consideration of $1.949 million, including $1.000 million paid in cash at closing and $949,000 of contingent consideration.
0 points · 0 major0 major · 5 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Moderate pointThird-quarter revenue: $20.544 million, versus $29.760 million in 2025.
- Moderate pointQuarterly continuing operations: $3.765 million loss versus $6.865 million income.
- Moderate pointNine-month operating cash flow: $2.186 million versus $26.131 million in 2025.
- Minor pointNine-month revenue: $63.133 million, versus $106.587 million in 2025.
- Minor pointNine-month continuing operations: $6.599 million loss versus $23.274 million income.
Filing Explained
A breach of the loan’s quarterly tests could trigger immediate acceleration and remedies against the pledged assets.
Under its
For InfoSentience, the contingent cash consideration is tied to qualifying net revenue over three years: 10% in year one from incremental new customers, 25% in year two from new and existing customers, and 30% in year three from new and existing customers. The liability is remeasured at each reporting date, with changes arising from post-acquisition performance recognized in earnings.
Key Figures
Revenue: $20.544 million
Revenue: $63.133 million
Loss from continuing operations: $3.765 million loss
+5 more
8 metrics
Revenue
$20.544 million
Three months ended September 30, 2026; $29.760 million in 2025.
Revenue
$63.133 million
Nine months ended September 30, 2026; $106.587 million in 2025.
Loss from continuing operations
$3.765 million loss
Three months ended September 30, 2026; $6.865 million income in 2025.
Loss from continuing operations
$6.599 million loss
Nine months ended September 30, 2026; $23.274 million income in 2025.
Net cash provided by operating activities
$2.186 million
Nine months ended September 30, 2026; $26.131 million in 2025.
Cash and cash equivalents
$10.135 million
As of September 30, 2026.
Term debt principal balance
$97.691 million
As of September 30, 2026.
Monthly average page views
158,115,708 page views
Three months ended September 30, 2026; 235,005,836 in 2025.
Key Terms
Revenue per page view (“RPM”), Fixed Charge Coverage Ratio (FCCR), Total Net Leverage Ratio, contingent consideration
4 terms
Revenue per page view (“RPM”) financial
"Revenue per page view (“RPM”) – represents advertising revenue earned per 1,000 page views"
Fixed Charge Coverage Ratio (FCCR) financial
"Fixed Charge Coverage Ratio (FCCR): Minimum ratio of 1.20 to 1.00"
Total Net Leverage Ratio financial
"Total Net Leverage Ratio: Maximum ratio of 3.50 to 1.00"
Total net leverage ratio measures how much a company owes after using its cash, compared with the cash it generates in a year; it is usually calculated by subtracting cash from total debt and dividing that net debt by annual operating cash flow or earnings. Investors use it like a debt-to-income check for a household — a higher number means the company may struggle to cover obligations and is riskier, while a lower number suggests more cushion and financial flexibility.
contingent consideration financial
"$949 of contingent consideration payable in cash over a three-year earn out period"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was Paradium.AI's revenue in Q3 2026?
Paradium.AI reported $20.544 million of revenue for the three months ended September 30, 2026, compared with $29.760 million in the same 2025 period.
What financial covenants apply to PAAI's 2026 Term Loan?
The loan sets a minimum Fixed Charge Coverage Ratio of 1.20 to 1.00 and a maximum Total Net Leverage Ratio of 3.50 to 1.00. Both are tested quarterly beginning with the quarter ending September 30, 2026. Paradium.AI reported compliance with all debt covenants as of September 30, 2026.
How is the InfoSentience earn-out calculated?
The $949,000 contingent consideration is payable in cash over a three-year earn-out period. It is calculated as 10% of qualifying Net Revenue attributable to incremental new customers during the first year; 25% of qualifying Net Revenue from new and existing customers during the second year; and 30% of qualifying Net Revenue from new and existing customers during the third year.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from __________ to __________
Commission file number 1-12471
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | x | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ or No x
As of November 9, 2026, the Registrant had 47,610,653 shares of common stock outstanding.
TABLE OF CONTENTS
| Page Number | |||||
PART I - FINANCIAL INFORMATION | 3 | ||||
Item 1. Condensed Consolidated Financial Statements (Unaudited) | 3 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 48 | ||||
Item 4. Controls and Procedures | 48 | ||||
PART II - OTHER INFORMATION | 50 | ||||
Item 1. Legal Proceedings | 50 | ||||
Item 1A. Risk Factors | 50 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 50 | ||||
Item 3. Defaults Upon Senior Securities | 51 | ||||
Item 4. Mine Safety Disclosures | 51 | ||||
Item 5. Other Information | 51 | ||||
Item 6. Exhibits | 51 | ||||
SIGNATURES | 54 | ||||
Table of Contents
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Paradium.AI, Inc., formerly known as The Arena Group Holdings, Inc. (the “Company,” “we,” “our,” and “us”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, including our artificial intelligence strategy and the anticipated benefits of our rebranding as Paradium.AI, future revenues and income from continuing operations, anticipated audience reach, yield growth and monetization improvements, cost reductions, market growth, liquidity, capital requirements, product introductions and technological capabilities, search engine optimization, and expansion plans. Other statements contained in this Quarterly Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other stylistic variants denoting forward-looking statements.
We caution investors that any forward-looking statements presented in this Quarterly Report, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. We detail these and other risks in our public filings with the Securities and Exchange Commission (the “SEC”), including in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026, in Part II, Item 1A, Risk Factors, in this Quarterly Report and in our other filings with the SEC. The discussion in this Quarterly Report should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report and our consolidated financial statements and notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.
All forward-looking statements in this Quarterly Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this Quarterly Report. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report except as may be required by law.
2
Table of Contents
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PARADIUM.AI, INC. AND SUBSIDIARIES
Index to Condensed Consolidated Financial Statements (Unaudited)
| PAGE | |||||
Condensed Consolidated Balance Sheets – As of September 30, 2026 (Unaudited) and December 31, 2025 | 4 | ||||
Condensed Consolidated Statements of Operations (Unaudited) - Three Months and Nine Months Ended September 30, 2026 and 2025 | 5 | ||||
Condensed Consolidated Statements of Stockholders’ Deficiency (Unaudited) - Three Months and Nine Months Ended September 30, 2026 and 2025 | 6 | ||||
Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 2026 and 2025 | 8 | ||||
Notes to Condensed Consolidated Financial Statements (Unaudited) | 9 | ||||
3
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PARADIUM.AI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except for share data)
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable (net of allowances of $ | |||||||||||
| Prepayments and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Platform development, net | |||||||||||
| Acquired and other intangible assets, net | |||||||||||
| Other long-term assets | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders’ deficiency | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other | |||||||||||
| Unearned revenue | |||||||||||
Subscription and returns reserve liability | |||||||||||
| Operating lease liability, current portion | |||||||||||
| Liquidated damages payable | |||||||||||
| Current portion of term debt | |||||||||||
| Total current liabilities | |||||||||||
| Unearned revenue, net of current portion | |||||||||||
| Operating lease liability, net of current portion | |||||||||||
| Other long-term liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Term debt | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 18) | |||||||||||
| Stockholders' deficiency: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ deficiency | ( | ( | |||||||||
| Total liabilities and stockholders’ deficiency | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements
4
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PARADIUM.AI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands of dollars, except for share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of revenue (includes amortization of platform development and developed technology for the three months ended September 30, 2026 and 2025 of $ | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| (Loss) income from operations | ( | ||||||||||||||||||||||
| Other (expense) | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Liquidated damages | ( | ( | ( | ( | |||||||||||||||||||
| Total other expense | ( | ( | ( | ( | |||||||||||||||||||
| (Loss) income before income taxes | ( | ( | |||||||||||||||||||||
| Income tax benefit (provision) | ( | ( | ( | ||||||||||||||||||||
| (Loss) income from continuing operations | ( | ( | |||||||||||||||||||||
| Income from discontinued operations, net of tax | |||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Basic net (loss) income per common share (Note 2): | |||||||||||||||||||||||
| Continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Discontinued operations | |||||||||||||||||||||||
| Basic net (loss) income per common share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted net (loss) income per common share (Note 2): | |||||||||||||||||||||||
| Continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Discontinued operations | |||||||||||||||||||||||
| Diluted net (loss) income per common share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average number of common shares outstanding (Note 1): | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
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PARADIUM.AI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY (Unaudited)
(In thousands of dollars, except for share data)
Three and Nine Months Ended September 30, 2026
| Common Stock | Common To Be Issued | ||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par value | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficiency | |||||||||||||||||||||||||||||||||||
| Balance at July 1, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Common Stock | Common To Be Issued | ||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par value | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficiency | |||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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PARADIUM.AI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY (Unaudited)
(In thousands of dollars, except for share data)
Three and Nine Months Ended September 30, 2025
| Common Stock | Common To Be Issued | ||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par value | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficiency | |||||||||||||||||||||||||||||||||||
| Balance at July 1, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Common stock withheld for taxes | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | $ | — | — | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Common Stock | Common To Be Issued | ||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par value | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficiency | |||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Common stock withheld for taxes | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
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PARADIUM.AI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands of dollars)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation of property and equipment | |||||||||||
| Amortization of platform development and intangible assets | |||||||||||
| Amortization of debt costs | |||||||||||
| Liquidated damages | |||||||||||
| Stock-based compensation | |||||||||||
| Deferred income taxes | |||||||||||
| Provision for credit losses | ( | ||||||||||
| Non-cash lease expense | ( | ||||||||||
| Other, net | ( | ||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Prepayments and other current assets | ( | ||||||||||
| Other long-term assets | |||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other | ( | ( | |||||||||
| Unearned revenue | ( | ( | |||||||||
| Subscription and returns reserve liability | ( | ( | |||||||||
| Operating lease liability | |||||||||||
Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Acquisition of business, net of cash acquired | ( | ||||||||||
| Purchases of intangible assets | ( | ( | |||||||||
| Capitalized platform development | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Repayment of Simplify loan | ( | ||||||||||
| Payments of debt issuance costs | ( | ||||||||||
| Payments of taxes from common stock withheld | ( | ||||||||||
Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents — beginning of year | |||||||||||
| Cash and cash equivalents — end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | |||||||||||
| Noncash investing and financing activities | |||||||||||
| Reclassification of stock-based compensation to platform development | $ | $ | |||||||||
| Contingent consideration recognized in acquisition of business | 949 | — | |||||||||
See accompanying notes to condensed consolidated financial statements.
8
Table of Contents
PARADIUM.AI, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
($ in thousands, unless otherwise stated)
1. Summary of Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements include the accounts of Paradium.AI, Inc., formerly known as The Arena Group Holdings, Inc., and its wholly owned subsidiaries (collectively, the “Company”), after eliminating all significant intercompany balances and transactions. The Company changed its name effective August 31, 2026. On that date, its common stock began trading on the NYSE American under the ticker symbol “PAAI,” replacing “AREN”.
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026.
The condensed consolidated financial statements as of September 30, 2026, and for the three months and nine months ended September 30, 2026 and 2025, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2025, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.
The Company’s business and operations are sensitive to general business and economic conditions in the United States and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the United States and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.
In addition, the Company competes with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid technological advancement and market demands, particularly in artificial intelligence, generative tools, and evolving search engine algorithms. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. Changes in algorithms may affect search engine rankings throughout the sector and potentially lead to decreased traffic to the Company's websites. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development.
Uncertainty in the global economy presents significant risks to the Company’s business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and in the Middle East and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on the Company’s business. While the Company is closely monitoring the impact of the current macroeconomic conditions on all aspects of its business, the ultimate extent of the impact on its business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of the Company’s control and could exist for an extended period of time. As a result, the Company is subject to continuing risks and uncertainties.
Segment Reporting
The Company operates within the media industry, providing digital content across four
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verticals powered by anchor brands. The Company’s strategy is to focus on key subject matter verticals where audiences are passionate about a topic category where it can leverage the strength of its core brands to grow its audience and monetize editorially focused online content through various display and video advertisements that are viewed by internet users of the content. The Company has four
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM evaluates performance and allocates resources for all of the Company's reportable segments based on segment gross profit. This segment profit measure is defined as segment revenue less segment cost of revenue, consisting of those costs and expenses directly attributable to the segment. The segment profit measure is used by the CODM to assess the performance of each segment by comparing the results of each segment with one another (see Note 19).
Use of Estimates
The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include: allowance for credit losses; capitalization of platform development and associated useful lives; goodwill and other acquired intangible assets and associated useful lives; assumptions used in accruals for potential liabilities; stock-based compensation and the determination of the fair value; valuation allowances for deferred tax assets and uncertain tax positions; and assumptions used to calculate contingent liabilities. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates.
Recently Issued Accounting Standards Updates
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide detailed disclosures about the components of significant expense captions presented in the income statement. The Company will be required to disclose, in a tabular format, the amounts recognized within each relevant expense caption in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026; early adoption is permitted using either a prospective or retrospective transition method. The Company is not planning to early adopt. The Company expects ASU 2024-03 to require additional tabular disclosures in the notes to its condensed consolidated financial statements.
(Loss) income per Common Share
Basic net (loss) income per common share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted net (loss) income per common share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of stock awards, and in the three and nine months ended September 30, 2025, the Company's Series G convertible preferred stock.
The following table sets forth the computation of basic and diluted (loss) income per common share attributable to the Company’s stockholders (in thousands, except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| (Loss) income from continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Income from discontinued operations, net of tax | |||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Weighted average number of shares of common stock outstanding - basic (1) | |||||||||||||||||||||||
| Add: effect of dilutive Series G convertible preferred stock (2) | |||||||||||||||||||||||
| Add: effect of dilutive restricted stock units | |||||||||||||||||||||||
| Add: effect of dilutive common stock options | |||||||||||||||||||||||
| Weighted average number of common shares outstanding – dilutive | |||||||||||||||||||||||
| Net (loss) income from continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net (loss) income from discontinued operations | |||||||||||||||||||||||
| Basic net (loss) income per common share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net (loss) income from continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net (loss) income from discontinued operations | |||||||||||||||||||||||
| Diluted net (loss) income per common share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
(1) Includes: restricted stock awards only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested; restricted stock units only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested; and contingently issuable shares only when there are no circumstances under which those shares would not be issued.
(2) On December 9, 2025, 168 shares of Series G Convertible Preferred Stock were converted to common stock. As a result, no convertible preferred shares are outstanding as of September 30, 2026.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Financing Warrants (1) | |||||||||||||||||||||||
| AllHipHop Warrants (1) | |||||||||||||||||||||||
| Publisher Partner Warrants (1) | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Common stock options | |||||||||||||||||||||||
| Anti-dilutive securities, excluded | |||||||||||||||||||||||
(1) Financing Warrants, AllHipHop Warrants, and Publisher Partner Warrants were all either expired, forfeited, or cancelled as of December 31, 2025.
2. Discontinued Operations
On March 18, 2024, the Company discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the
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Licensing Agreement by ABG on January 18, 2024. The last date of any obligation of the Company to perform under the Licensing Agreement was March 18, 2024.
On April 29, 2025, the ABG Group Legal Matters (as further described in Note 18) were resolved through a confidential settlement with outstanding liabilities being released by all parties. The remaining assets and liabilities of the SI Business were settled.
The table below sets forth the income from discontinued operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue (1) | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue (2) | ( | ||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling and marketing (2) | $ | $ | $ | $ | ( | ||||||||||||||||||
| General and administrative (3) | ( | ||||||||||||||||||||||
| Total operating expenses (income) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Income from discontinued operations | |||||||||||||||||||||||
| Net income from discontinued operations | $ | $ | $ | $ | |||||||||||||||||||
(1) Revenue for the three and nine months ended September 30, 2025 includes the derecognition of SI related subscription liabilities of $45,107 for which the Company has no remaining obligations.
(2) Cost of revenue and selling and marketing expenses for the three and nine months ended September 30, 2025, include adjustments to previously reported accounts payable that were settled for a reduced amount.
(3) General and administrative expenses for the three and nine months ended September 30, 2025, include a reversal of SI business related liabilities, including a $45,000 termination fee liability (recorded in the nine months ended September 30, 2025), a $3,750 royalty fee liability and $221 of previously reported accounts payable that was settled for a reduced amount.
The table below sets forth the cash flows of the discontinued operations:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities from discontinued operations | |||||||||||
| Net income from discontinued operations | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other | ( | ||||||||||
| Subscription refund liability | ( | ||||||||||
| Subscription liability | ( | ||||||||||
| Royalty fee liability | ( | ||||||||||
| Termination fee liability | ( | ||||||||||
| Net cash provided by operating activities from discontinued operations | $ | $ | |||||||||
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3. Acquisitions and Dispositions
The Company uses the acquisition method of accounting, which is based on ASC 805, Business Combinations (ASC 805), and uses the fair value concept which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their fair values as of the acquisition date.
Acquisition of InfoSentience
On August 1, 2026, the Company acquired 100 % of the outstanding equity interests of Fantasy Journalist, Inc. (d/b/a InfoSentience ). InfoSentience develops technology that converts structured data into automated narrative reports. The acquisition expands the Company's automated reporting capabilities and adds InfoSentience's proprietary technology, customer operations, and engineering personnel.
The Company accounted for the transaction as a business combination in accordance with ASC 805. Total consideration transferred was $1,949 , consisting of $1,000 paid in cash at closing and $949 of contingent consideration payable in cash over a three-year earn out period.
The earn out is calculated as 10% of qualifying Net Revenue (as defined in the purchase agreement) attributable to incremental new customers during the first year following closing, 25% of qualifying Net Revenue from both new and existing customers during the second year, and 30% of qualifying Net Revenue from both new and existing customers during the third year. The contingent consideration is classified as a liability and is remeasured at fair value at each reporting date; changes arising from post-acquisition performance are recognized in earnings.
The following table summarizes the allocation of consideration to the assets acquired and liabilities assumed as of the acquisition date:
| Assets Acquired and Liabilities Assumed | Amount | ||||
| Cash | $ | ||||
| Accounts receivable | |||||
| Technology intangible asset | |||||
| Customer relationship intangible asset | |||||
| Goodwill | |||||
| Total assets acquired | $ | ||||
| Deferred revenue | $ | ( | |||
| Deferred tax liability | ( | ||||
| Net assets acquired | $ | ||||
The technology intangible asset represents proprietary software and related intellectual property and is amortized on a straight-line basis over its estimated useful life of three years. The customer relationship intangible asset of $247 is amortized on a straight-line basis over its estimated useful life of two years.
Supplemental Pro Forma Information (Unaudited)
The following unaudited supplemental pro forma information presents the Company's revenue and net (loss) income as if the acquisition of InfoSentience had occurred on January 1, 2025:
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Paradium. AI revenue | $ | $ | $ | $ | |||||||||||||||||||
| InfoSentience pre-acquisition revenue | |||||||||||||||||||||||
| Pro forma revenue | $ | 20,582 | $ | 29,897 | $ | 63,401 | $ | 106,998 | |||||||||||||||
| Paradium. AI net (loss) income from continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| InfoSentience pre-acquisition net income | |||||||||||||||||||||||
| Additional purchase price allocation amortization | ( | ( | ( | ( | |||||||||||||||||||
| Pro forma net (loss) income from continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Acquisition of TravelHost
On May 12, 2025, the Company entered into a Membership Interest Purchase Agreement to purchase 100 % of the membership interests of TravelHost LLC ("TravelHost") from Simplify Inventions LLC ("Simplify"), a related party as further described in Note 17, Related Party Transactions, for a purchase price of $1,000 . Because TravelHost is an affiliate of the Company under common control of Simplify, the Company accounted for the transaction as a common control transfer of assets and recorded the acquired intangible assets at Simplify’s carryover basis within intangible assets, net in the accompanying condensed consolidated balance sheets.
4. Balance Sheet Components
The components of certain balance sheet amounts are as follows:
Accounts Receivable and Allowance for Credit Losses – The Company receives payments from advertising, performance marketing and syndication customers based upon contractual payment terms; accounts receivable are recorded when the right to consideration becomes unconditional and are generally collected within 90 days. Accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable have been reduced by an allowance for credit losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. Accounts receivable as of September 30, 2026 and December 31, 2025 of $17,682 and $22,270 , respectively, are presented net of allowance for credit losses.
The following table summarizes the allowance for credit losses activity:
| Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 | ||||||||||
| Allowance for credit losses beginning of year | $ | $ | |||||||||
| Additions | |||||||||||
| Reduction in reserve | ( | ||||||||||
| Deductions - write-off | ( | ( | |||||||||
| Allowance for credit losses end of period | $ | $ | |||||||||
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Prepayments and Other Current Assets – Prepayments and other current assets are summarized as follows:
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Prepaid expense | $ | $ | |||||||||
| Prepaid supplies | |||||||||||
| Employee retention credits | |||||||||||
| Total prepayments and other current assets | $ | $ | |||||||||
The Company believed it qualified for a refundable employee retention credit under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and its subsequent extensions, provided certain criteria were met. However, the Company was notified in August 2026 that its employee retention credit claim had been disallowed. Consequently, the outstanding receivable balance shown in the table above is $0 as of September 30, 2026 compared to $1,294 as of December 31, 2025. The Company plans to appeal this decision.
Property and Equipment – Property and equipment are summarized as follows:
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Office equipment and computers | $ | $ | |||||||||
| Leasehold improvements | |||||||||||
| Furniture and fixtures | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Net property and equipment | $ | $ | |||||||||
Depreciation and amortization expense for the three months ended September 30, 2026 and 2025 was $2 and $15 , respectively. Depreciation and amortization expense for the nine months ended September 30, 2026 and 2025 was $17 and $87 , respectively. No
Platform Development – Platform development costs are summarized as follows:
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Platform development | $ | $ | |||||||||
| Less accumulated amortization | ( | ( | |||||||||
| Net platform development | $ | $ | |||||||||
A summary of platform development activity for the nine months ended September 30, 2026 is as follows:
| Platform development beginning of period | $ | ||||||||||
| Capitalized costs | |||||||||||
| Less dispositions (1) | ( | ||||||||||
| Total capitalized costs | |||||||||||
| Platform development end of period | $ | ||||||||||
(1) Dispositions represent fully amortized legacy platform costs written-off upon decommissioning and replacement.
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Amortization expense for platform development for the three months ended September 30, 2026 and 2025 was $1,058 and $1,444 , respectively. Amortization expense for platform development for the nine months ended September 30, 2026 and 2025 was $3,186 and $3,828 , respectively. Amortization expense for platform development is included in cost of revenue on the condensed consolidated statements of operations. No
Intangible Assets – Intangible assets subject to amortization consisted of the following:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Carrying Amount | Accumulated Amortization | Net Carrying Amount | Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||||||||
| Developed technology | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Brand name | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Trade name | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Subscriber relationships | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Advertiser relationships | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Database | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Digital content | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Intangible assets subject to amortization were recorded as part of the Company’s business acquisitions. Amortization expense for the three months ended September 30, 2026 and 2025 was $1,005 and $862 , respectively, and is included in depreciation and amortization on the condensed consolidated statements of operations. Amortization expense for the nine months ended September 30, 2026 and 2025 was $2,791 and $2,561 , respectively, and is included in Depreciation and amortization on the condensed consolidated statements of operations.
Accrued Expenses and Other – Accrued expenses and other are summarized as follows:
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| General accrued expenses | $ | $ | |||||||||
| Accrued payroll and related taxes | |||||||||||
| Accrued publisher expenses | |||||||||||
| Acquisition-related collections payable | |||||||||||
| Other accrued expenses | |||||||||||
| Total accrued expenses and other | $ | $ | |||||||||
Other Long-term Liabilities – As of September 30, 2026, other long-term liabilities included $949 of contingent consideration payable related to the InfoSentience acquisition (see Note 3- Acquisitions and Dispositions).
5. Leases
The Company has a real estate lease for the use of office space. In March 2026, the Company entered into an operating sublease agreement for a portion of office space that it previously occupied. Sublease income is recognized on a straight-line basis over the sublease term and totaled $161 and $347 for the three and nine months ended September 30, 2026.
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The table below presents supplemental information related to the operating lease:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating lease costs during the period | $ | $ | |||||||||
| Operating sublease income | ( | ||||||||||
| Cash payments included in the measurement of operating lease liabilities during the period (1) | |||||||||||
| Weighted-average remaining lease term (in years) as of period-end | |||||||||||
| Weighted-average discount rate during the period | % | % | |||||||||
The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable.
Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities.
The components of operating lease costs were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating lease costs included in: | |||||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | |||||||||||||||||||
| Total operating costs | |||||||||||||||||||||||
| Less sublease income | ( | ( | |||||||||||||||||||||
| Total operating lease (income) costs, net | $ | ( | $ | $ | $ | ||||||||||||||||||
Maturities of the operating lease liabilities as of September 30, 2026 are summarized as follows:
| Years Ending December 31, | |||||
| 2026 (remaining three months of the year) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Minimum lease payments | |||||
| Less imputed interest | ( | ||||
| Present value of operating lease liabilities | |||||
| Current portion of operating lease liabilities | |||||
| Long-term portion of operating lease liabilities | |||||
| Total operating lease liabilities | $ | ||||
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6. Goodwill
Goodwill is as follows:
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Carrying value at beginning of year | $ | $ | |||||||||
| Goodwill recognized from the acquisition of InfoSentience | 552 | — | |||||||||
| Carrying value at end of period | $ | $ | |||||||||
7. Liquidated Damages Payable
Liquidated damages were recorded as a result of the following: (i) certain registration rights agreements that provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements that provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”).
Obligations with respect to the liquidated damages payable are summarized as follows:
| As of September 30, 2026 | |||||||||||||||||||||||
| Registration Rights Damages | Public Information Failure Damages | Accrued Interest | Balance | ||||||||||||||||||||
| MDB common stock to be issued (1) | $ | $ | $ | $ | |||||||||||||||||||
| Series H convertible preferred stock (2) | |||||||||||||||||||||||
| Convertible debentures (2) | |||||||||||||||||||||||
| Series J convertible preferred stock (2) | |||||||||||||||||||||||
| Series K convertible preferred stock (2) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Registration Rights Damages | Public Information Failure Damages | Accrued Interest | Balance | ||||||||||||||||||||
| MDB common stock to be issued (1) | $ | $ | $ | $ | |||||||||||||||||||
| Series H convertible preferred stock (2) | |||||||||||||||||||||||
| Convertible debentures (2) | |||||||||||||||||||||||
| Series J convertible preferred stock (2) | |||||||||||||||||||||||
| Series K convertible preferred stock (2) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1)Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).
(2)Represents previously issued and converted debt or equity securities.
As of September 30, 2026 and December 31, 2025, the short-term liquidated damages payable were $3,763 and $3,535 , respectively. The Company will continue to accrue interest on the liquidated damages balance at 1.0 % per month based on
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the balance outstanding as of September 30, 2026, or $3,763 , until paid. There is no scheduled date when the unpaid liquidated damages become due.
During the three months ended September 30, 2026 and 2025, the Company recorded accrued interest on liquidated damages of $77 228
8. Fair Value
The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition.
The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below:
Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2. Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
Level 3. Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.
The Company’s financial instruments may consist of Level 1, Level 2 and Level 3 valuations. As of September 30, 2026 and December 31, 2025, the Company’s cash equivalents of $4,343 and $4,241 , respectively, were Level 1 assets and included savings deposits, overnight investments, and other liquid funds with financial institutions.
The Company’s contingent consideration liability related to the InfoSentience acquisition (see Note 3) is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) and was $949 at both the acquisition date and September 30, 2026.
9. Simplify Loan
On August 19, 2024, the Company entered into an amended and restated promissory note (the “Amended Promissory Note”), in connection with the amendment to the March 13, 2024 working capital loan agreement with Simplify Inventions, LLC ("Simplify"), a related party as further described in Note 17 (the “Simplify Loan”), pursuant to which the Company had available up to $50,000 at ten percent (10.0 %) interest rate per annum (the “Applicable Interest Rate”). The Simplify Loan was secured by certain assets of the Company and its subsidiaries, which were also guarantors of the obligations. In the event of a default, including but not limited to the failure to pay any amounts when due, the interest would accrue at the Applicable Interest Rate plus five percent (5.0 %) and the Simplify Loan would have been payable upon demand to Simplify.
On December 31, 2025, the Company entered into Amendment No. 2 to the Simplify Loan, which reduced the maximum principal amount available under the Simplify Loan to $25,000 and extended the maturity date to December 1, 2027. All other material terms and conditions of the Simplify Loan, as previously disclosed, remained unchanged. As of September 30, 2026 and December 31, 2025, there was no
Effective August 7, 2026, in connection with the Company’s refinancing with Renew Group Private Limited ("Renew") (as described in Note 10 – Term Debt), the Company terminated the Simplify Loan and canceled the Amended Promissory Note. No principal or accrued and unpaid interest was outstanding at the termination date. As of September 30, 2026, Simplify had released the liens and security interests securing the facility, and the Company had no further obligations under the Simplify Loan.
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Information for the three and nine months ended September 30, 2026 and 2025, with respect to interest expense related to the Simplify Loan is provided under the heading Interest Expense in Note 11.
10. Term Debt
2026 Term Loan
On August 7, 2026, the Company entered into a loan agreement with Renew, a related party (see Note 17, Related Party Transactions), which contemporaneously refinanced the "Senior Secured Notes", "Delayed Draw Term Notes", "2022 Bridge Notes", and "2023 Notes") into a single term loan facility. The new loan agreement (the "2026 Term Loan") extended the maturity of the Term Debt to August 6, 2029, and added new financial covenants to be tested quarterly on a trailing twelve-month basis, commencing on September 30, 2026. The interest rate remained unchanged from the Term Debt at 10.0%, with an aggregate principal balance of $97,691 . The 2026 Term Loan requires quarterly principal payments of $1,000 beginning September 30, 2027, with the remaining principal balance due on August 6, 2029. Interest is payable quarterly in arrears, beginning September 30, 2026. The facility is secured by substantially all existing and future assets of the Company, including accounts, inventory, equipment, intellectual property, deposit accounts, and equity interests in subsidiaries. Additionally, it is fully, unconditionally, jointly, and severally guaranteed by certain of the Company's subsidiaries.
The refinancing was accounted for as a debt modification. Direct creditor fees of $200 paid to Renew and $79 of remaining unamortized issuance costs were capitalized against the debt carrying value and are being amortized over the remaining term on a straight-line basis, which approximates the effective interest method (effective rate of 10.5%).
Financial Covenants
The 2026 Term Loan agreement contains customary affirmative and negative covenants. Covenants are determined in accordance with the specific definitions set forth in the 2026 Term Loan agreement, which permit adjustments that may differ from non-GAAP financial measures presented elsewhere in this Quarterly Report. These covenants include:
•Fixed Charge Coverage Ratio (FCCR): Minimum ratio of 1.20 to 1.00, tested quarterly beginning with the quarter ending September 30, 2026. The ratio is calculated on a trailing twelve month basis as EBITDAR (earnings before interest, taxes, depreciation, amortization, and rent) less unfunded capital expenditures to fixed charges (consisting of cash distributions, dividends, cash taxes, cash interest, and scheduled principal payments).
•Total Net Leverage Ratio: Maximum ratio of 3.50 to 1.00, tested quarterly beginning with the quarter ending September 30, 2026. The ratio is calculated on a trailing twelve month basis as total debt less cash and cash equivalents to EBITDA (earnings before interest, taxes, depreciation, and amortization), as adjusted for specified non-recurring or unusual items, restructuring charges, severance, and other adjustments mutually agreed to or permitted under the 2026 Term Loan agreement.
•Maximum Permitted Indebtedness: Aggregate principal indebtedness capped at $125,000.
Senior Secured Notes
The terms of the Senior Secured Notes provided for:
● | a provision for the Company to enter into Delayed Draw Term Notes (as described below); | |||||||
● | a provision where the Company added $ | |||||||
● | a provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments; | |||||||
● | an interest rate of | |||||||
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● | interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes; and | |||||||
● | a maturity date of December 31, 2027, subject to certain acceleration conditions | |||||||
Delayed Draw Term Notes
The terms of the Delayed Draw Term Notes provided for:
● | an interest rate of | |||||||
● | interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes; and | |||||||
● | a maturity date on December 31, 2027, subject to certain acceleration terms. | |||||||
2022 Bridge Notes
The terms of the 2022 Bridge Notes provided for:
● | an interest rate fixed at | |||||||
● | a maturity date of December 31, 2027, subject to certain mandatory prepayment requirements, including, but not limited to, a requirement that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the notes; and | |||||||
● | an election to prepay the 2022 Bridge Notes, at any time, in whole or in part with no premium or penalty. | |||||||
2023 Notes
The terms of the 2023 Notes dated August 14, 2023, provided for:
● | an interest rate fixed at | |||||||
● | a maturity date of December 31, 2027; and | |||||||
● | an election to prepay the 2023 Notes, at any time, at | |||||||
On December 31, 2025, the Company entered into Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement (“Amendment No. 4”). Amendment No. 4 amended the definition of “Maturity Date” for all of the Term Debt to the earlier of (i) December 31, 2027 or (ii) acceleration upon an event of default. In addition, the Company made a curtailment payment of $13,000 , which was applied to reduce the outstanding principal balance of all notes in the Term Debt.
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The following table summarizes Term Debt:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Principal Balance | Unamortized Discount and Debt Issuance Costs | Carrying Value | Principal Balance | Unamortized Discount and Debt Issuance Costs | Carrying Value | ||||||||||||||||||||||||||||||
| 2026 Term Loan, effective interest rate of 10.5% as of September 30, 2026 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Senior Secured Notes, effective interest rate of 10.1% as of December 31,2025, as amended | — | — | — | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Delayed Draw Term Notes, effective interest rate of 12.6% as of December 31,2025, as amended | ( | ||||||||||||||||||||||||||||||||||
| 2022 Bridge Notes, effective interest rate of 11.5% as of December 31,2025, as amended | ( | ||||||||||||||||||||||||||||||||||
| 2023 Notes, effective interest rate of 12.4% as of December 31,2025, as amended | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
The debt issuance costs incurred, as amended based on certain debt modifications, are being amortized on a straight-line basis (which approximates the effective interest method) over the applicable term of the 2026 Term Loan.
Information for the three and nine months ended September 30, 2026 and 2025 with respect to interest expense related to the 2026 Term Loan and Term Debt is provided below.
11. Interest Expense
The following table represents interest expense:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Amortization of debt costs: | |||||||||||||||||||||||
| Term Debt (related party) | $ | $ | $ | $ | |||||||||||||||||||
| Total amortization of debt costs | |||||||||||||||||||||||
| Cash paid interest: | |||||||||||||||||||||||
| Simplify Loan (related party) | |||||||||||||||||||||||
| Term Debt (related party) | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total cash paid interest | |||||||||||||||||||||||
| Less: Interest Income | ( | ( | ( | ( | |||||||||||||||||||
| Total interest expense, net | $ | $ | $ | $ | |||||||||||||||||||
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12. Preferred Stock
The Company has the authority to issue 1,000,000 shares of preferred stock, $0.01 par value per share. As of September 30, 2026, no shares of preferred stock were outstanding.
13. Stockholders’ Deficiency
Common Stock
The Company has the authority to issue 1,000,000,000 shares of common stock, $0.01 par value per share.
Restricted Stock Units – The Company issued, in connection with the vesting of restricted stock units, 0 and 13,695 shares of the Company’s common stock during the three months ended September 30, 2026 and 2025, respectively, as reflected on the condensed consolidated statements of stockholders’ deficiency. The Company issued, in connection with the vesting of restricted stock units, 15,723 and 26,193 shares of the Company’s common stock during the nine months ended September 30, 2026 and 2025, respectively, as reflected on the condensed consolidated statements of stockholders’ deficiency.
14. Compensation Plans
The Company provides stock-based and equity-based compensation in the form of (a) restricted stock awards and restricted stock units to certain employees (the “Restricted Stock”), (b) stock option awards, unrestricted stock awards and stock appreciation rights to employees, directors and consultants under various plans (the “Common Stock Options”), and (c) common stock warrants, referred to as the ABG Warrants and Publisher Partner Warrants (collectively the “Warrants”) as referenced in the below table. The ABG Warrants were forfeited as part of the settlement with the ABG Group (see Note 18). All Publisher Partner Warrants were cancelled in December 2025.
Stock-based compensation and equity-based expense charged to operations or capitalized are summarized as follows:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total costs charged to operations | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
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| Nine months ended September 30, 2026 | |||||||||||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total costs charged to operations | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total costs charged to operations | |||||||||||||||||||||||
| Capitalized platform development | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total costs charged to operations | |||||||||||||||||||||||
| Capitalized platform development | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of September 30, 2026 were as follows:
| Restricted Stock | Equity Plans | Warrants | Totals | ||||||||||||||||||||
| Unrecognized compensation cost | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average period expected to be recognized (in years) | |||||||||||||||||||||||
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15. Revenue Recognition
Disaggregation of Revenue
The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue by category: | |||||||||||||||||||||||
| Digital revenue | |||||||||||||||||||||||
| Digital advertising | $ | $ | $ | $ | |||||||||||||||||||
| Digital subscriptions | |||||||||||||||||||||||
| Publisher revenue | |||||||||||||||||||||||
| Performance marketing | |||||||||||||||||||||||
| Other digital revenue | |||||||||||||||||||||||
| Total digital revenue | |||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
| Revenue by geographical market: | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Revenue by timing of recognition: | |||||||||||||||||||||||
| At point in time | $ | $ | $ | $ | |||||||||||||||||||
| Over time | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Contract Balances
The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services.
The following table provides information about contract balances:
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Unearned revenue (short-term contract liabilities): | |||||||||||
| Digital revenue | $ | $ | |||||||||
| Unearned revenue (long-term contract liabilities): | |||||||||||
| Digital revenue | $ | $ | |||||||||
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16. Income Taxes
The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate ("ETR"), adjusted for discrete items, if any, that arise during the period. In calculating the provision for interim income taxes, an estimated annual ETR is applied to year-to-date ordinary income. At the end of each interim period, the Company updates its estimate of the annual ETR expected to be applicable for the full fiscal year.
The income tax provision ETR for the three months ended September 30, 2026 and 2025 was -9.23 % and -4.63 %, respectively. The income tax provision ETR for the nine months ended September 30, 2026 and 2025 was -1.54 % and -3.97 %, respectively. The decrease in the ETR for the three months ended September 30, 2026 and increase in ETR for the nine months ended September 30, 2026, compared to the same periods in 2025, was primarily due to a decrease in pre-tax book income in the three and nine months ended September 30, 2026 as compared to the income for the same periods in 2025.
The Company's ETR for the nine months ended September 30, 2026 and 2025 remained below the U.S. federal statutory rate primarily due to the impact of the full valuation allowance. As of September 30, 2026, the Company maintains a valuation allowance against certain deferred tax assets, primarily related to net operating loss carryforwards and other deductible temporary differences. The realizability of deferred tax assets is assessed each reporting period based on all available positive and negative evidence.
For the nine months ended September 30, 2026, the Company incurred a pretax loss. While the Company is presently in a cumulative three-year income position, as some significant losses incurred in prior years are no longer included in the calculation, management currently forecasts a loss in the subsequent quarter and a cumulative pretax loss for the full fiscal year. Improved operating performance expected in future periods represents positive evidence that may, if sustained, support the realization of certain deferred tax assets.
While the positive evidence has not yet outweighed the historical negative evidence as of September 30, 2026, achievement of forecasted results could result in a partial or full release of the valuation allowance in a future interim period. Any such release, if recognized, could materially affect income tax expense and the effective tax rate.
As of September 30, 2026 and December 31,2025, the Company had no uncertain tax positions or interest and penalties accrued related to income taxes.
17. Related Party Transactions
Principal Stockholders
Term Debt – In connection with the August 7, 2026, refinancing (as described in Note 10 – Term Debt), the Company paid Renew a $200 closing fee. As of September 30, 2026, the outstanding principal balance on the Term Debt with Renew was $97,691 . For the three months ended September 30, 2026 and 2025, the Company paid interest totaling $2,497 and $2,829 , respectively. For the nine months ended September 30, 2026 and 2025, the Company paid interest totaling $7,409 and $8,394 , respectively.
Simplify Loan – Effective August 7, 2026, in connection with the Company’s refinancing with Renew, the Company terminated the Simplify Loan and canceled the Amended Promissory Note. No principal or accrued and unpaid interest was outstanding at the termination date. Simplify released the liens and security interests securing the facility, and the Company has no further obligations under the Simplify Loan. For the three and nine months ended September 30, 2025, the Company paid interest totaling $7 and $315 , respectively, under the Simplify Loan. The Company did not
Simplify Revenue – For the three months ended September 30, 2026 and 2025, the Company recognized digital advertising revenue from transactions with Living Essentials, LLC (“Living Essentials”), an affiliated entity of Simplify, totaling $60 and $863 , respectively. For the nine months ended September 30, 2026 and 2025, the Company recognized digital advertising revenue from transactions with Living Essentials, totaling $410 and $2,693 , respectively. The outstanding accounts receivable due from Living Essentials were $60 as of September 30, 2026 and $193 as of December 31, 2025.
Simplify Expenses – For the three and nine months ended September 30, 2026, the Company recognized a reduction of expenses from transactions with Agency 5, LLC ("Agency 5"), an affiliated entity of Simplify, totaling $0 and $51 ,
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respectively. No 0 as of September 30, 2026 and $70 as of December 31, 2025.
Common Stock Owned by Simplify – Based on the Schedule 13D/A filed with the SEC on December 27, 2024 (which is its most recent filing), Simplify owns approximately 71.13 % of the outstanding shares of the Company’s common stock. As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company’s stockholders for approval, including the election of directors.
MBX Lease - For the three months ended September 30, 2026 and 2025 and the nine months ended September 30, 2026 and 2025, the Company made lease payments of $171 and $178, respectively, and $514 and $235, respectively. The lease agreement is held by MBX Clearing, LLC ("MBX"), an affiliate of Simplify. Payments were made on behalf of MBX directly to MBX's lessor. The Company is not a party to the lease contract but does occupy a portion of the leased office space.
Asset Acquisition – The acquisition of TravelHost, as described in Note 3, Acquisitions and Dispositions, was a related party transaction. TravelHost was acquired from Simplify and also included an assignment of certain contracts from Bridge Media Networks, LLC, an affiliate of Simplify.
18. Commitments and Contingencies
Legal Contingencies
Claims and Litigation – The Company is subject to claims and litigation arising in the ordinary course of business. These matters typically involve routine litigation incidental to the Company's operations, including, but not limited to, commercial disputes, employment-related claims, and intellectual property matters. While the Company believes it has meritorious defenses to these claims, the ultimate outcome of these matters cannot be predicted with certainty.
Management believes that the resolution of these matters, individually or in the aggregate, will not have a material adverse effect on the Company's financial position, results of operations, or cash flows; 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. The Company continues to monitor these matters and will update its assessments as new information becomes available.
On March 21, 2024, the former CEO and Chairman of the board of directors filed an action against the Company, members of its board of directors and Simplify, alleging claims for retaliation, breach of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking damages in an amount of $20,000 . The Company and former board member Carlo Zola filed a Cross Complaint and Answer on June 20, 2024. Apart from Mr. Zola, the remaining individual board member defendants successfully filed a Motion to Quash Service of Summons based on lack of jurisdiction, and they have been dismissed from the case. On September 13, 2024, the former CEO and Chairman filed an Answer to the Company’s Cross Complaint. On May 15, 2025, the former CEO and Chairman filed a First Amended Complaint, which adds a new cause of action for alleged breach of contract based upon the Company’s refusal to advance certain attorneys’ fees to him. On May 28, 2025, the Company filed an Answer to the First Amended Complaint. The Company intends to vigorously defend itself against the allegations made in this lawsuit.
ABG Group Legal Matters
On March 18, 2024, the Company discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”). The disposal of the SI Business represented the discontinuation of the Company’s print subscription business, which was a component that represented a strategic shift that had a major effect on the Company’s financial results, and the component was classified as a discontinued operation.
On April 1, 2024, ABG and certain of its affiliates (the "ABG Group") filed an action against the Company and Manoj Bhargava, the former interim CEO and a principal stockholder, in the United States District Court of the Southern District of New York alleging, among other things, breach of contract related to the termination of the SI Business, seeking damages in the amount of $48,750 ($3,750 royalty fee liability and $45,000 termination fee liability) resulting from the March 18, 2024 action.
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19. Segment Reporting
The Company leverages its Platform to build content verticals powered by anchor brands. The Company’s strategy is to focus on key subject matter verticals where audiences are passionate about a topic category where it can leverage the strength of its core brands to grow its audience and monetize editorially focused online content through various display and video advertisements that are viewed by internet users of the content.
The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews segment gross profit by vertical when evaluating performance and making resource allocation decisions. This segment profit measure is defined as segment revenue less segment cost of revenue, consisting of costs and expenses directly attributable to the segment. The Company has four
Each of the reportable segments derives its revenue from digital advertising, digital subscriptions, publisher revenue, performance marketing, and other digital revenue.
The following tables summarize key financial information by segment:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Sports & Leisure | Finance | Lifestyle | Platform & Other | Total | |||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | $ | |||||||||||||||||||||||||
| Digital subscriptions | |||||||||||||||||||||||||||||
| Publisher revenue | |||||||||||||||||||||||||||||
| Performance Marketing | |||||||||||||||||||||||||||||
| Other digital revenue | |||||||||||||||||||||||||||||
| Total digital revenue | |||||||||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||||||||
| Total revenue | $ | ||||||||||||||||||||||||||||
| Less: (1) | |||||||||||||||||||||||||||||
| External Cost of Content | |||||||||||||||||||||||||||||
| Internal Cost of Content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Print, distribution and fulfillment costs | |||||||||||||||||||||||||||||
| Other segment items (2) | |||||||||||||||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | |||||||||||||||||||||||||
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| Reconciliation of Segment Gross Profit to Loss Before Income Taxes: | |||||||||||||||||||||||||||||
| Less unallocated cost of revenue amounts: | |||||||||||||||||||||||||||||
| Internal cost of content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Amortization of developed technology and platform development | |||||||||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Liquidated damages | |||||||||||||||||||||||||||||
| Total unallocated costs | |||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)Other segment items primarily consist of sponsored content costs.
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Sports & Leisure | Finance | Lifestyle | Platform & Other | Total | |||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | $ | |||||||||||||||||||||||||
| Digital subscriptions | ( | ||||||||||||||||||||||||||||
| Publisher revenue | |||||||||||||||||||||||||||||
| Performance Marketing | |||||||||||||||||||||||||||||
| Other digital revenue | ( | ||||||||||||||||||||||||||||
| Total digital revenue | |||||||||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||||||||
| Total revenue | $ | ||||||||||||||||||||||||||||
| Less: (1) | |||||||||||||||||||||||||||||
| External Cost of Content | |||||||||||||||||||||||||||||
| Internal Cost of Content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Print, distribution and fulfillment costs | ( | ||||||||||||||||||||||||||||
| Other segment items | |||||||||||||||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | |||||||||||||||||||||||||
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| Reconciliation of Segment Gross Profit to Income Before Income Taxes: | |||||||||||||||||||||||||||||
| Less unallocated cost of revenue amounts: | |||||||||||||||||||||||||||||
| Internal cost of content | ( | ||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Amortization of developed technology and platform development | |||||||||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Liquidated damages | |||||||||||||||||||||||||||||
| Total unallocated costs | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
| Nine months ended September 30, 2026 | |||||||||||||||||||||||||||||
| Sports & Leisure | Finance | Lifestyle | Platform & Other | Total | |||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | $ | |||||||||||||||||||||||||
| Digital subscriptions | |||||||||||||||||||||||||||||
| Publisher revenue | |||||||||||||||||||||||||||||
| Performance Marketing | |||||||||||||||||||||||||||||
| Other digital revenue | |||||||||||||||||||||||||||||
| Total digital revenue | |||||||||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||||||||
| Total revenue | $ | ||||||||||||||||||||||||||||
| Less: (1) | |||||||||||||||||||||||||||||
| External Cost of Content | |||||||||||||||||||||||||||||
| Internal Cost of Content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Print, distribution and fulfillment costs | |||||||||||||||||||||||||||||
| Other segment items (2) | |||||||||||||||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | |||||||||||||||||||||||||
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| Reconciliation of Segment Gross Profit to Loss Before Income Taxes: | |||||||||||||||||||||||||||||
| Unallocated cost of revenue amounts: | |||||||||||||||||||||||||||||
| Internal cost of content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Amortization of developed technology and platform development | |||||||||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Liquidated damages | |||||||||||||||||||||||||||||
| Total unallocated costs | |||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)Other segment items primarily consist of sponsored content costs.
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Sports & Leisure | Finance | Lifestyle | Platform & Other | Total | |||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | $ | |||||||||||||||||||||||||
| Digital subscriptions | |||||||||||||||||||||||||||||
| Publisher revenue | |||||||||||||||||||||||||||||
| Performance Marketing | |||||||||||||||||||||||||||||
| Other digital revenue | |||||||||||||||||||||||||||||
| Total digital revenue | |||||||||||||||||||||||||||||
| Print revenue | |||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: (1) | |||||||||||||||||||||||||||||
| External Cost of Content | |||||||||||||||||||||||||||||
| Internal Cost of Content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Print, distribution and fulfillment costs | ( | ( | |||||||||||||||||||||||||||
| Other segment items | |||||||||||||||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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| Reconciliation of Segment Gross Profit to Income (Loss) Before Income Taxes: | |||||||||||||||||||||||||||||
| Less unallocated cost of revenue amounts: | |||||||||||||||||||||||||||||
| Internal cost of content | |||||||||||||||||||||||||||||
| Technology costs | |||||||||||||||||||||||||||||
| Amortization of developed technology and platform development | |||||||||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Liquidated damages | |||||||||||||||||||||||||||||
| Total unallocated costs | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
The Company’s long-lived assets, consisting of property and equipment, and operating leases, are located in the United States. No asset information is provided to the CODM.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in thousands, other than RPM)
The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2026 and 2025 should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025 included in the Annual Report on Form 10-K filed with the SEC on March 16, 2026. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Forward-Looking Statements.”
Overview
Paradium.AI, Inc., formerly known as The Arena Group Holdings, Inc. (“Paradium.AI,” “we,” or “our”), is a technology leader in IP, data and commerce that builds and operates a unified, AI-powered ecosystem designed to empower creators, media entrepreneurs, publishers and brands to perform at the speed and scale of AI. Through our core technology platforms Encore, InfoSentience and Cutter Studios, we provide the tools, data and reach that enable businesses to serve and grow audiences and optimize for revenue success.
Impact of Macroeconomic Conditions
The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. Changes in algorithms may affect search engine rankings throughout the sector and potentially lead to decreased traffic to the Company's websites. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development. In addition, uncertainty in the global economy presents significant risks to our business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and in the Middle East and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on our business. While we are closely monitoring the impact of the current macroeconomic conditions on all aspects of our business, the ultimate extent of the impact on our business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of our control and could exist for an extended period of time. As a result, we are subject to continuing risks and uncertainties. For additional information, see the sections titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026 and in this Quarterly Report.
Key Operating Metrics
Our key operating metrics are:
•Revenue per page view (“RPM”) – represents the advertising revenue earned per 1,000 page views. It is calculated as our advertising revenue during a period divided by our total page views during that period, multiplied by 1,000; and
•Monthly average page views – represents the total number of page views in a given month or the average of each month’s page views in a fiscal quarter or year, which is calculated as the total number of page views recorded in a quarter or year divided by three months or 12 months, respectively.
We monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and to understanding our business. Moreover, they form the basis for trends informing certain predictions related to our financial condition. Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream. Management monitors and reviews these metrics because such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising revenue and our overall business. We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects.
For pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average page views. RPM is an indicator of yield and pricing driven by both advertising density and demand from our advertisers.
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Monthly average page views are measured across all properties hosted on the Platform, our proprietary online publishing platform that provides our owned and operated media businesses and Publisher Partners the ability to produce and manage editorially focused content through tools and services provided by us, and provide us with insight into volume, engagement and effective page management and are therefore our primary measure of traffic. We utilize a third-party source, Google Analytics, to confirm this traffic data.
As described above, these key operating metrics are critical for management as they provide insights into our digital advertising revenue generation and overall business performance. This information also provides feedback on the content on our website and its ability to attract and engage users, which allows us to make strategic business decisions designed to drive more users to read or view more of our content and generate higher advertising revenue across all properties hosted on the Platform.
For the three and nine months ended September 30, 2026, our RPM was $25.65 and $22.47, respectively, compared to $25.18 and $24.16 for the same periods in 2025, with the year-to-date decline reflecting audience-growth experiments we initiated in the first quarter of 2026 that in some cases reduced monetization, broader advertising yield softness across the digital media landscape, and an unfavorable shift in traffic mix away from our higher-yielding properties. Third-quarter RPM increased compared to the prior-year period as our efforts to improve monetization began to take effect. For the three and nine months ended September 30, 2026, monthly average page views were 158,115,708 and 184,020,882 compared to 235,005,836 and 328,682,166 for the same periods in 2025. The decreases were primarily attributable to algorithmic updates beginning in mid 2025 which changed external referral patterns and reduced the traffic directed to our sites. These changes adversely affected our results for the nine months ended September 30, 2026. In response, management is executing a series of initiatives designed to stabilize audience reach and improve monetization, including yield-enhancement efforts, refinements to site architecture, greater prominence for high-authority core content, and accelerated adoption of AI-driven traffic monetization tools. These actions are intended to strengthen our audience base, maximize yield per page view, and align our properties with evolving search engine indexing practices.
All dollar figures presented below are in thousands unless otherwise stated.
Liquidity and Capital Resources
Liquidity
While we continue to report positive cash flow from operations and currently maintain a cash balance of approximately $10 million, our ability to meet ongoing liquidity needs and support future growth depends, in part, on maintaining compliance with our debt covenants and our ability to sustain positive cash flow. As of September 30, 2026, we were in compliance with all debt covenants. A failure to meet these financial covenants in future periods would constitute a default under our debt agreements. In the event of a default, our lender could declare all outstanding indebtedness, together with accrued interest and fees, immediately due and payable and exercise remedies against the collateral securing such indebtedness. If repayment is accelerated, we cannot guarantee that we would have sufficient assets or access to credit to satisfy such obligations. In addition, if we cannot generate or obtain needed funds, we might be forced to make substantial reductions in our operating and capital expenses or pursue restructuring plans, which could adversely affect our business operations and execution of our strategy.
For the three and nine months ended September 30, 2026, we reported a loss from continuing operations of $3,765 and $6,599, respectively. Despite these losses, we generated positive cash flow from operations for the nine months ended September 30, 2026, and had cash and cash equivalents of $10,135 as of September 30, 2026.
Based on our current liquidity position, including cash on hand, expected operating cash flows, current operating plans and forecasts, and projected compliance with debt covenants, management believes that we have sufficient liquidity to meet our obligations as they come due for at least the next twelve months.
Cash
As of September 30, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $10,135 and accounts receivable, net of allowance for credit losses, of $17,682. Our cash balance as of the issuance date of our accompanying condensed consolidated financial statements is $10,317.
Debt Refinancing
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Effective August 7, 2026, we entered into a new debt agreement with Renew that refinanced our existing Term Debt. In addition, the $25,000 Simplify Loan was terminated. See Note 9, Simplify Loan, and Note 10, Term Debt, in our accompanying condensed consolidated financial statements for further details.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Material Contractual Obligations
We have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts, consulting agreements, leases, liquidated damages, debt and related interest payments. Purchase obligations consist of contracts primarily related to merchandise, equipment, and third party services, the majority of which are due in the next 12 months. See Note 5, Leases, Note 7, Liquidated Damages Payable, Note 9, Simplify Loan, and Note 10, Term Debt, in our accompanying condensed consolidated financial statements for amounts outstanding as of September 30, 2026, related to other material contractual obligations.
Discontinued Operations
On March 18, 2024, we discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the Licensing Agreement by ABG on January 18, 2024. Income from our discontinued operations, net of tax, was $0 for each of the three months ended September 30, 2026 and 2025. Income from our discontinued operations, net of tax, was $0 and $96,250 for the nine months ended September 30, 2026 and 2025, respectively.
On April 29, 2025, the ABG Group Legal Matters (as further described in Note 18) were resolved through a confidential settlement with outstanding liabilities being released by all sides. The remaining assets and liabilities of the SI Business were settled.
Working Capital
We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital surplus as of September 30, 2026 and December 31, 2025 is as follows:
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Current assets | $ | 28,766 | $ | 35,630 | |||||||
| Current liabilities | (13,557) | (17,003) | |||||||||
| Working capital surplus | $ | 15,209 | $ | 18,627 | |||||||
As of September 30, 2026, we had working capital of $15,209, consisting of $28,766 in total current assets and $13,557 in total current liabilities as compared to working capital of $18,627 as of December 31, 2025. As of December 31, 2025, our working capital surplus consisted of $35,630 in total current assets and $17,003 in total current liabilities.
Our cash flows for the nine months ended September 30, 2026 and 2025 consisted of the following:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 2,186 | $ | 26,131 | |||||||
| Net cash used in investing activities | (2,189) | (7,291) | |||||||||
| Net cash used in financing activities | (200) | (10,679) | |||||||||
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| Net change in cash and cash equivalents | $ | (203) | $ | 8,161 | |||||||
| Cash and cash equivalents, end of period | $ | 10,135 | $ | 12,523 | |||||||
For the nine months ended September 30, 2026, net cash provided by operating activities was $2,186, consisting primarily of $65,100 of cash received from customers, offset by $55,505 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements and professional services, and $7,409 of cash paid for interest. For the nine months ended September 30, 2025, net cash provided by operating activities was $26,131, consisting primarily of $109,374 of cash received from customers, offset by $74,521 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements and professional services and $8,722 of cash paid for interest.
For the nine months ended September 30, 2026, net cash used in investing activities was $2,189, consisting of $970 for the acquisition of InfoSentience, net of cash acquired, $769 related to capitalized costs for our Platform and $450 related to purchases of intangible assets. For the nine months ended September 30, 2025, net cash used in investing activities was $7,291 primarily related to capitalized costs for the Company's Platform and the purchase of intangible assets. Capitalized costs decreased from the prior period, reflecting Platform consolidation and infrastructure efficiencies, including the sunsetting of legacy systems, as the Company continues to rationalize its AI technology stack.
For the nine months ended September 30, 2026, net cash used in financing activities was $200 related to the payment of debt issuance costs. For the nine months ended September 30, 2025, net cash used in financing activities was $10,679, consisting of (i) $28 for tax payments relating to the withholding of shares of common stock for certain employees upon the vesting of equity awards, and (ii) $10,651 for repayments of the Simplify Loan.
Share Repurchase Program
On July 31, 2025, we announced a share repurchase program under which we were authorized to repurchase up to 3 million shares of our common stock through July 31, 2026, from time to time through open-market transactions, privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans, subject to market conditions, share price, and other factors. No shares were repurchased under this program prior to its expiration on July 31, 2026.
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Results of Operations
Three Months Ended September 30, 2026 and 2025
The following table sets forth revenue, cost of revenue, gross profit, income from operations, income (loss) from continuing operations and net (loss) income:
| Three Months Ended September 30, | 2026 versus 2025 | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 20,544 | $ | 29,760 | $ | (9,216) | -31.0 | % | |||||||||||||||
| Cost of revenue | 14,032 | 14,833 | (801) | -5.4 | % | ||||||||||||||||||
| Gross profit | 6,512 | 14,927 | (8,415) | -56.4 | % | ||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling and marketing | 2,168 | 1,342 | 826 | 61.5 | % | ||||||||||||||||||
| General and administrative | 4,267 | 3,213 | 1,054 | 32.8 | % | ||||||||||||||||||
| Depreciation and amortization | 1,007 | 877 | 130 | 14.8 | % | ||||||||||||||||||
| Total operating expenses | 7,442 | 5,432 | 2,010 | 37.0 | % | ||||||||||||||||||
| (Loss) income from operations | (930) | 9,495 | (10,425) | -109.8 | % | ||||||||||||||||||
| Total other expense | (2,550) | (2,934) | 384 | -13.1 | % | ||||||||||||||||||
| (Loss) income before income taxes | (3,480) | 6,561 | (10,041) | -153.0 | % | ||||||||||||||||||
| Income tax benefit (provision) | (285) | 304 | (589) | -193.8 | % | ||||||||||||||||||
| (Loss) income from continuing operations | (3,765) | 6,865 | (10,630) | -154.8 | % | ||||||||||||||||||
| Net (loss) income | $ | (3,765) | $ | 6,865 | $ | (10,630) | -154.8 | % | |||||||||||||||
For the three months ended September 30, 2026, loss from continuing operations was $3,765, as compared to income from continuing operations of $6,865 in the prior period. The decline in profitability reflects a $9,216 decrease in revenue, largely attributable to lower digital advertising revenue resulting from a reduction in traffic volumes between periods. Operating expenses increased by $2,010 primarily attributable to the reversal of an employee retention tax credit recorded in April 2023 under the CARES Act that has been disallowed in the amount of $1,285, and the timing of recognition of annual incentive compensation expenses of $1,029. In addition, results were negatively impacted by a $589 variance in income taxes reflecting an income tax provision of $285 in the current period compared to a benefit of $304 in the prior period. These cost headwinds were partially offset by a reduction in cost of revenue of $801 and a reduction in interest expense of $384 reflecting the reduction in principal balances in 2026 compared to 2025.
Gross Profit
The following table sets forth revenue, cost of revenue, and gross profit:
| Three Months Ended September 30, | 2026 versus 2025 | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 20,544 | $ | 29,760 | $ | (9,216) | -31.0 | % | |||||||||||||||
| Cost of revenue | 14,032 | 14,833 | (801) | -5.4 | % | ||||||||||||||||||
| Gross profit | $ | 6,512 | $ | 14,927 | $ | (8,415) | -56.4 | % | |||||||||||||||
For the three months ended September 30, 2026, we generated gross profit of $6,512, as compared to $14,927 for the three months ended September 30, 2025, a decrease of $8,415. Gross margin for the three months ended September 30, 2026 was 31.7%, compared to 50.2% for the three months ended September 30, 2025. The 56% decrease in gross profit period over period is due to the decline in revenue, which outpaced the decline in cost of revenue. Our external content costs are variable and decreased with lower traffic, but a significant portion of our cost of revenue, including technology costs and internal editorial costs, is largely fixed in the near term and did not decrease in proportion to revenue, which reduced our
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margin on a diminished revenue base. Cost of revenue for the period also includes a portion of the write-off of an employee retention tax credit of $872 and the timing of recognition of annual incentive compensation expenses of $500, which offset some of our cost decreases.
Revenue
The following table sets forth revenue by category:
| Three Months Ended September 30, | 2026 versus 2025 | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Digital revenue: | |||||||||||||||||||||||
| Digital advertising | $ | 12,340 | $ | 17,946 | $ | (5,606) | -31.2 | % | |||||||||||||||
| Digital subscriptions | 784 | 1,492 | (708) | -47.5 | % | ||||||||||||||||||
| Publisher Revenue | 3,209 | 5,495 | (2,286) | -41.6 | % | ||||||||||||||||||
| Performance Marketing | 2,792 | 4,043 | (1,251) | -30.9 | % | ||||||||||||||||||
| Other digital revenue | 1,312 | 291 | 1,021 | 350.9 | % | ||||||||||||||||||
| Total digital revenue | 20,437 | 29,267 | (8,830) | -30.2 | % | ||||||||||||||||||
| Print revenue | 107 | 493 | (386) | -78.3 | % | ||||||||||||||||||
| Total revenue | $ | 20,544 | $ | 29,760 | $ | (9,216) | -31.0 | % | |||||||||||||||
For the three months ended September 30, 2026, total revenue decreased by $9,216, or 31.0%, to $20,544 from $29,760 for the three months ended September 30, 2025. There was a 30.2% decrease in total digital revenue from $29,267 for the three months ended September 30, 2025 to $20,437 for the three months ended September 30, 2026.
The $5,606 decrease in digital advertising revenue was primarily attributable to lower audience traffic, including the impact of search algorithm changes that reduced referral traffic, partially offset by a slight increase in monetization yield between periods. Performance marketing revenue decreased by $1,251 primarily due to lower traffic levels. Publisher revenue declined by $2,286 as traffic levels across certain distribution partners decreased from traffic levels in the same period for 2025. Digital subscription revenue decreased by $708 as we continued to reposition portions of our portfolio toward ad-supported monetization. These decreases were partially offset by a $1,021 increase in other digital revenue, primarily attributable to an increase in revenue from the ShopHQ e-commerce platform. To mitigate the impact of search and traffic related volatility, we continue to refine our content, yield and distribution strategies.
Cost of Revenue
The following table sets forth cost of revenue by category:
| Three Months Ended September 30, | 2026 versus 2025 | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| External cost of content | $ | 3,251 | $ | 4,942 | $ | (1,691) | -34.2 | % | |||||||||||||||
| Internal cost of content | 4,993 | 4,783 | 210 | 4.4 | % | ||||||||||||||||||
| Technology costs | 4,181 | 3,744 | 437 | 11.7 | % | ||||||||||||||||||
| Printing, distribution and fulfillment costs | 82 | (98) | 180 | 183.7 | % | ||||||||||||||||||
| Amortization of developed technology and platform development | 1,058 | 1,444 | (386) | -26.7 | % | ||||||||||||||||||
| Other | 467 | 18 | 449 | 2,494.4 | % | ||||||||||||||||||
| Total cost of revenue | $ | 14,032 | $ | 14,833 | $ | (801) | -5.4 | % | |||||||||||||||
For the three months ended September 30, 2026, we recognized cost of revenue of $14,032 as compared to $14,833 for the three months ended September 30, 2025, a decrease of $801. The decrease reflects the variable nature of our content cost
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structure, as lower traffic volumes drove reductions of $1,691 in external cost of content. Internal cost of content increased slightly due to a write-off of an employee retention tax credit for $600 and the timing of recognition of annual incentive compensation expenses of $280, which was partially offset by cost savings due to continued cost optimization efforts during the period. We also realized increased technology costs of $272 and $220 during the period attributable to the aforementioned tax credit write-off and compensation expenses, respectively. These increased technology costs were partially offset by reduced variable technology costs due to lower traffic levels and ad-serving activity. Other costs of revenue increased due to higher costs of products sold associated with the ShopHQ e-commerce business driven by higher sales volume in 2026.
Operating Expenses
Selling and Marketing
The following table sets forth selling and marketing expenses from continuing operations by category:
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Selling and marketing | $ | 2,168 | $ | 1,342 | |||||||
| Selling and marketing as a percentage of revenues | 11 | % | 5 | % | |||||||
For the three months ended September 30, 2026, we incurred selling and marketing expenses of $2,168 as compared to $1,342 for the three months ended September 30, 2025. The increase of $826 reflects the write-off of an employee retention tax credit of $153, the timing of recognition of annual incentive compensation expenses of $140, and incremental marketing spend supporting the expansion of our ShopHQ e-commerce business launched in late 2025.
General and Administrative
The following table sets forth general and administrative expenses by category:
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| General and administrative | $ | 4,267 | $ | 3,213 | |||||||
| General and administrative as a percentage of revenues | 21 | % | 11 | % | |||||||
General and administrative expenses totaled $4,267 for the three months ended September 30, 2026 compared to $3,213 for the three months ended September 30, 2025, an increase of $1,054. The increase reflects the write-off of an employee retention tax credit of $260 and the timing of recognition of annual incentive compensation expenses of $390, complemented by ongoing overhead cost optimization and incremental sublease income from facilities of $160 not present in the third quarter of 2025.
Segment Revenue
We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform & Other. Additionally, certain expenses are not allocated to our segments because they represent centralized activities which cannot be accurately allocated.
The following table sets forth revenue by segment:
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Segment revenue: | |||||||||||
| Sports & Leisure | $ | 6,293 | $ | 8,290 | |||||||
| Finance | 5,785 | 9,223 | |||||||||
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| Lifestyle | 6,697 | 9,848 | |||||||||
| Platform & Other | 1,769 | 2,399 | |||||||||
| Total Revenue | $ | 20,544 | $ | 29,760 | |||||||
Sports & Leisure – the decrease of $1,997 was primarily driven by lower digital advertising and publisher revenue, reflecting declines in referral traffic, including the impact of search engine algorithm changes.
Finance – the decrease of $3,438 was attributable to a reduction in digital advertising revenue and in performance marketing revenue, reflecting declines in referral traffic volume, including the impact of search engine algorithm changes, and a reduction in digital subscription revenue as we transition our portfolio toward more efficient, ad-supported monetization channels.
Lifestyle – the decrease of $3,151 was primarily driven by lower digital advertising and publisher revenue, reflecting declines in organic search referral traffic, including the impact of search engine algorithm changes.
Platform & Other – the decrease of $630 was primarily driven by a reduction in underperforming partner sites of $1,383, partially offset by an increase in other digital revenue attributable to the ShopHQ e-commerce business of $700.
Segment Gross Profit
The following table sets forth segment gross profit:
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Segment gross profit: | |||||||||||
| Sports & Leisure | $ | 3,009 | $ | 4,586 | |||||||
| Finance | 3,646 | 5,822 | |||||||||
| Lifestyle | 3,761 | 5,920 | |||||||||
| Platform & Other | 182 | 695 | |||||||||
| Segment gross profit | $ | 10,598 | $ | 17,023 | |||||||
The $6,425 decrease in total segment gross profit across all categories was primarily driven by the aforementioned reductions in digital advertising revenue resulting from compounded traffic volume headwinds, partially offset by a modest increase in monetization rates, which collectively outpaced the variable cost savings realized from our strategic transition to an entrepreneurial publishing model. Segment gross profit was also reduced by higher internal content and technology costs attributable to the write-off of an employee retention tax credit of $872 and the timing of recognition of annual incentive compensation expenses of $500.
The following table reconciles segment gross profit to gross profit:
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Segment gross profit: | $ | 10,598 | $ | 17,023 | |||||||
| Paradium.AI level activities | |||||||||||
| Internal cost of content | (564) | 279 | |||||||||
| Technology costs | (2,464) | (931) | |||||||||
| Amortization of developed technology and platform development | (1,058) | (1,444) | |||||||||
| Gross profit | $ | 6,512 | $ | 14,927 | |||||||
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Other Expenses
The following table sets forth other expenses:
| Three Months Ended September 30, | 2026 versus 2025 | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Interest expense, net | $ | (2,473) | $ | (2,857) | $ | 384 | -13.4 | % | |||||||||||||||
| Liquidated damages | (77) | (77) | — | — | % | ||||||||||||||||||
| Total other expense | (2,550) | (2,934) | 384 | -13.1 | % | ||||||||||||||||||
Interest Expense – We incurred interest expense of $2,473 for the three months ended September 30, 2026 compared to $2,857 for the three months ended September 30, 2025. The $384 decrease in interest expense reflects lower interest charges following repayment of the Simplify Loan throughout 2025 and the $13,000 curtailment payment applied to our Term Debt in December 2025 pursuant to Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement. On August 7, 2026, we entered into the 2026 Term Loan, which refinanced four predecessor debt instruments into a single term loan. In addition, the Simplify Loan was terminated. See Note 9, Simplify Loan, and Note 10, Term Debt, in our accompanying condensed consolidated financial statements for further detail.
Liquidated Damages – We recorded liquidated damages of $77 for the three months ended September 30, 2026, as compared to $77 for the three months ended September 30, 2025. The liquidated damages related to (i) certain registration rights agreements that provide for damages if we do not register certain shares of the Company’s common stock within the requisite time frame; and (ii) certain securities purchase agreements that provide for damages if we do not maintain our periodic filings with the SEC within the requisite time frame.
Nine Months Ended September 30, 2026 and 2025
The following table sets forth revenue, cost of revenue, gross profit, income from operations, income (loss) from continuing operations and net (loss) income:
| Nine Months Ended September 30, | 2026 versus 2025 | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 63,133 | $ | 106,587 | $ | (43,454) | -40.8 | % | |||||||||||||||
| Cost of revenue | 40,872 | 50,556 | (9,684) | -19.2 | % | ||||||||||||||||||
| Gross profit | 22,261 | 56,031 | (33,770) | -60.3 | % | ||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling and marketing | 5,844 | 5,418 | 426 | 7.9 | % | ||||||||||||||||||
| General and administrative | 12,563 | 14,696 | (2,133) | -14.5 | % | ||||||||||||||||||
| Depreciation and amortization | 2,808 | 2,648 | 160 | 6.0 | % | ||||||||||||||||||
| Total operating expenses | 21,215 | 22,762 | (1,547) | -6.8 | % | ||||||||||||||||||
| (Loss) income from operations | 1,046 | 33,269 | (32,223) | -96.9 | % | ||||||||||||||||||
| Total other expense | (7,572) | (9,034) | 1,462 | -16.2 | % | ||||||||||||||||||
| (Loss) income before income taxes | (6,526) | 24,235 | (30,761) | -126.9 | % | ||||||||||||||||||
| Income tax benefit (provision) | (73) | (961) | 888 | -92.4 | % | ||||||||||||||||||
| (Loss) income from continuing operations | (6,599) | 23,274 | (29,873) | -128.4 | % | ||||||||||||||||||
| Income from discontinued operations, net of tax | — | 96,250 | (96,250) | -100.0 | % | ||||||||||||||||||
| Net (loss) income | $ | (6,599) | $ | 119,524 | $ | (126,123) | -105.5 | % | |||||||||||||||
For the nine months ended September 30, 2026, loss from continuing operations was $6,599, as compared to income from continuing operations of $23,274 in the prior period. The decline in profitability was primarily attributable to a $43,454 decrease in revenue, largely attributable to lower digital advertising and performance marketing revenue resulting from lower traffic volumes, changes in referral traffic patterns and reduced monetization between periods. This revenue decline
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was partially offset by our flexible cost structure and expense optimization, including decreases of $9,684 in cost of revenues, $1,547 in operating expenses, $888 in income tax expense and $1,462 from interest expense.
Gross Profit
The following table sets forth revenue, cost of revenue, and gross profit:
| Nine Months Ended September 30, | 2026 versus 2025 | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 63,133 | $ | 106,587 | $ | (43,454) | -40.8 | % | |||||||||||||||
| Cost of revenue | 40,872 | 50,556 | (9,684) | -19.2 | % | ||||||||||||||||||
| Gross profit | $ | 22,261 | $ | 56,031 | $ | (33,770) | -60.3 | % | |||||||||||||||
For the nine months ended September 30, 2026, we generated gross profit of $22,261, as compared to $56,031 for the nine months ended September 30, 2025, a decrease of $33,770. Gross margin for the nine months ended September 30, 2026 was 35.3%, compared to 52.6% for the nine months ended September 30, 2025. The 60% decrease in gross profit period over period is due to the decline in revenue, which outpaced the decline in cost of revenue. Our external content costs are variable and decreased with lower traffic, but a significant portion of our cost of revenue, including technology costs and internal editorial costs, is largely fixed in the near term and did not decrease in proportion to revenue, which reduced our margin on a diminished revenue base.
Revenue
The following table sets forth revenue from continuing operations by category:
| Nine Months Ended September 30, | 2026 versus 2025 | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Digital revenue: | |||||||||||||||||||||||
| Digital advertising | $ | 37,038 | $ | 71,456 | $ | (34,418) | -48.2 | % | |||||||||||||||
| Digital subscriptions | 2,405 | 4,642 | (2,237) | -48.2 | % | ||||||||||||||||||
| Publisher Revenue | 10,964 | 14,220 | (3,256) | -22.9 | % | ||||||||||||||||||
| Performance Marketing | 8,190 | 14,563 | (6,373) | -43.8 | % | ||||||||||||||||||
| Other digital revenue | 3,957 | 761 | 3,196 | 420.0 | % | ||||||||||||||||||
| Total digital revenue | 62,554 | 105,642 | (43,088) | -40.8 | % | ||||||||||||||||||
| Print revenue | 579 | 945 | (366) | -38.7 | % | ||||||||||||||||||
| Total revenue | $ | 63,133 | $ | 106,587 | $ | (43,454) | -40.8 | % | |||||||||||||||
For the nine months ended September 30, 2026, total revenue decreased by $43,454, or 40.8%, to $63,133 from $106,587 for the nine months ended September 30, 2025. There was a 40.8% decrease in total digital revenue from $105,642 for the nine months ended September 30, 2025 to $62,554 for the nine months ended September 30, 2026.
Digital revenue declined year over year primarily as search and referral traffic pressures reduced advertising impressions and high-intent commerce activity. Digital advertising revenue decreased $34,418 due to lower audience traffic and traffic referral patterns, while performance marketing revenue decreased $6,373 due to lower commerce-oriented traffic and changes in affiliate rates. Digital subscription revenue decreased $2,237 as we continued to reposition portions of our portfolio toward ad-supported monetization models. Publisher revenue decreased $3,256 due to softening traffic across certain distribution partners These declines were partially offset by a $3,196 increase in Other digital revenue, primarily from the ShopHQ e-commerce business, which broadened our revenue base by adding transaction-based e-commerce capabilities and incremental first-party customer engagement opportunities. Management continues to address traffic volatility through ongoing refinement of content, distribution and yield strategies, while also pursuing revenue diversification initiatives intended to reduce reliance on search-driven advertising revenue over time.
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Cost of Revenue
The following table sets forth cost of revenue by category:
| Nine Months Ended September 30, | 2026 versus 2025 | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| External cost of content | $ | 10,745 | $ | 17,664 | $ | (6,919) | -39.2 | % | |||||||||||||||
| Internal cost of content | 14,203 | 18,053 | (3,850) | -21.3 | % | ||||||||||||||||||
| Technology costs | 10,490 | 11,121 | (631) | -5.7 | % | ||||||||||||||||||
| Printing, distribution and fulfillment costs | 315 | (134) | 449 | 335.1 | % | ||||||||||||||||||
| Amortization of developed technology and platform development | 3,186 | 3,828 | (642) | -16.8 | % | ||||||||||||||||||
| Other | 1,933 | 24 | 1,909 | 7954.2 | % | ||||||||||||||||||
| Total cost of revenue | $ | 40,872 | $ | 50,556 | $ | (9,684) | -19.2 | % | |||||||||||||||
For the nine months ended September 30, 2026, we recognized cost of revenue of $40,872 as compared to $50,556 for the nine months ended September 30, 2025, a decrease of $9,684. The decrease reflected our ability to flex portions of our cost structure in response to lower traffic and revenue levels, including reduced external cost of content and active reductions of internal cost of content. We also benefited from lower technology costs as reduced traffic and ad-serving volumes lowered variable platform costs. These savings were partially offset by higher cost of products sold from the ShopHQ e-commerce operations beginning in the fourth quarter of 2025.
Operating Expenses
Selling and Marketing
The following table sets forth selling and marketing expenses from continuing operations by category:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Selling and marketing | $ | 5,844 | $ | 5,418 | |||||||
| Selling and marketing as a percentage of revenues | 9 | % | 5 | % | |||||||
For the nine months ended September 30, 2026, we incurred selling and marketing expenses of $5,844 as compared to $5,418 for the nine months ended September 30, 2025. The $426 increase was primarily attributable to marketing investments supporting the growth of our ShopHQ e-commerce business, which was launched in late 2025, partially offset by continued optimization across advertising and marketing operations tools. Although selling and marketing costs increased only modestly period over period, they still represent a higher percentage of revenues in the current period due to the decline in revenue levels between periods.
General and Administrative
The following table sets forth general and administrative expenses by category:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| General and administrative | $ | 12,563 | $ | 14,696 | |||||||
| General and administrative as a percentage of revenues | 20 | % | 14 | % | |||||||
For the nine months ended September 30, 2026, we incurred general and administrative expenses of $12,563 as compared to $14,696 for the nine months ended September 30, 2025. The $2,133 decrease primarily reflected lower legal and other professional fees of $1,018 following the successful resolution of certain legacy corporate matters, as well as continued
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overhead spending optimization, lower bad debt expense from improved accounts receivable collections processes, and reduced corporate and state sales and use tax-related costs of $405 associated with lower revenue levels. Although general and administrative costs decreased period over period, they still represent a higher percentage of revenues in the current period due to the decline in revenue levels between periods.
Segment Revenue
We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform & Other. Additionally, certain expenses are not allocated to our segments because they represent centralized activities which cannot be accurately allocated.
The following table sets forth revenue by segment:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Segment revenue: | |||||||||||
| Sports & Leisure | $ | 18,606 | $ | 37,476 | |||||||
| Finance | 16,910 | 30,418 | |||||||||
| Lifestyle | 21,329 | 30,002 | |||||||||
| Platform & Other | 6,288 | 8,691 | |||||||||
| Total Revenue | $ | 63,133 | $ | 106,587 | |||||||
Sports & Leisure – the decrease of $18,870 was primarily driven by lower digital advertising revenue, reflecting declines in organic search referral traffic, including the impact of search engine algorithm changes, and lower monetization rates. In addition, performance marketing revenue declined due to reduced traffic and changes in affiliate partner commission structures, and publisher revenue decreased due to softening traffic levels.
Finance – the decrease of $13,508 primarily reflected lower digital advertising and performance marketing revenues from declines in organic search referral traffic, including the impact of search engine algorithm changes, and lower monetization, and reduced digital subscription revenue as we continued transitioning portions of our portfolio toward ad-supported monetization channels.
Lifestyle – the decrease of $8,673 was primarily driven by lower digital advertising revenue, reflecting declines in organic search referral traffic, including the impact of search engine algorithm changes. In addition, publisher revenue decreased due to softening traffic levels.
Platform & Other – the decrease of $2,403 was primarily driven by a reduction in underperforming partner sites for $5,016, partially offset by an increase in other digital revenue attributable to our ShopHQ e-commerce business of $2,476.
Segment Gross Profit
The following table sets forth segment gross profit:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Segment gross profit: | |||||||||||
| Sports & Leisure | $ | 8,978 | $ | 23,012 | |||||||
| Finance | 10,769 | 20,114 | |||||||||
| Lifestyle | 12,287 | 18,125 | |||||||||
| Platform & Other | 835 | 3,090 | |||||||||
| Segment gross profit | $ | 32,869 | $ | 64,341 | |||||||
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The $31,472 decrease was primarily attributable to lower digital advertising revenue as a result of traffic-volume headwinds and lower monetization rates, which reduced digital advertising revenue across the portfolio. Revenue declines were partially offset by reductions in external cost of content under the entrepreneurial publishing model. Internal content costs and technology-related expenses were also reduced.
The following table reconciles segment gross profit to gross profit:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Segment gross profit: | $ | 32,869 | $ | 64,341 | |||||||
| Paradium.AI level activities | |||||||||||
| Internal cost of content | (1,556) | (906) | |||||||||
| Technology costs | (5,866) | (3,576) | |||||||||
| Amortization of developed technology and platform development | (3,186) | (3,828) | |||||||||
| Gross profit | $ | 22,261 | $ | 56,031 | |||||||
Other Expenses
The following table sets forth other expenses:
| Nine Months Ended September 30, | 2026 versus 2025 | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Interest expense | (7,344) | (8,806) | $ | 1,462 | -16.6 | % | |||||||||||||||||
| Liquidated damages | (228) | (228) | $ | — | — | % | |||||||||||||||||
| Total other expense | $ | (7,572) | $ | (9,034) | $ | 1,462 | -16.2 | % | |||||||||||||||
Interest Expense – We incurred interest expense of $7,344 for the nine months ended September 30, 2026 compared to $8,806 for the nine months ended September 30, 2025. The $1,462 decrease in interest expense reflects lower interest charges following repayment of the Simplify Loan throughout 2025 and the $13,000 curtailment payment applied to our Term Debt in December 2025 pursuant to Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement. On August 7, 2026, we entered into the 2026 Term Loan, which refinanced four predecessor debt instruments into a single term loan and eliminated the Simplify Loan. See Note 9, Simplify Loan, and Note 10, Term Debt, in our accompanying condensed consolidated financial statements for further detail.
Liquidated Damages – We recorded liquidated damages of $228 for each of the nine months ended September 30, 2026 and September 30, 2025. The liquidated damages related to (i) certain registration rights agreements that provide for damages if we do not register certain shares of the Company’s common stock within the requisite time frame; and (ii) certain securities purchase agreements that provide for damages if we do not maintain our periodic filings with the SEC within the requisite time frame.
Use of Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net (loss) income as adjusted for income from discontinued operations, interest expense (net), income taxes, and depreciation and amortization. We further adjust for stock-based compensation and other special items that do not reflect our ongoing core operational performance, such as impairment costs, third-party vendor or professional settlement fees, liquidated damages, and government tax incentive credits. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-
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GAAP measure as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:
● | does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us; | |||||||
● | does not reflect income tax provision or benefit, which is a noncash income or expense; | |||||||
● | does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements; | |||||||
● | does not reflect stock-based compensation and, therefore, does not include all of our compensation costs; | |||||||
● | does not reflect the change in valuation of contingent consideration, and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock; | |||||||
● | does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to); | |||||||
● | does not reflect any losses from the impairment of assets, which is a noncash operating expense; | |||||||
● | does not reflect any losses from the sale of assets, which is a noncash operating expense; | |||||||
● | does not reflect the employee retention credits recorded by us for payroll related tax credits under the CARES Act; | |||||||
● | does not reflect payments related to employee restructuring charges for our former executives; | |||||||
● | does not reflect the professional and vendor fees incurred by us for services provided by consultants, accountants, lawyers, and other vendors, which services were related to certain types of events that are not reflective of our business operations; | |||||||
● | may not reflect proper non-direct cost allocations; and | |||||||
● | does not reflect acquisition-related fair value adjustments. | |||||||
The following table presents a reconciliation of net (loss) income, the most directly comparable GAAP measure, to Adjusted EBITDA for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net (loss) income | $ | (3,765) | $ | 6,865 | $ | (6,599) | $ | 119,524 | |||||||||||||||
| Less: (Income) from discontinued operations | — | — | — | (96,250) | |||||||||||||||||||
| (Loss) income from continuing operations | (3,765) | 6,865 | (6,599) | 23,274 | |||||||||||||||||||
| Add: | |||||||||||||||||||||||
| Interest expense, net (1) | 2,473 | 2,857 | 7,344 | 8,806 | |||||||||||||||||||
| Income taxes | 285 | (304) | 73 | 961 | |||||||||||||||||||
| Depreciation and amortization (2) | 2,065 | 2,321 | 5,994 | 6,476 | |||||||||||||||||||
| Stock-based compensation (3) | 20 | 85 | 129 | 417 | |||||||||||||||||||
| Write-off of employee retention tax credit (4) | 1,285 | — | 1,285 | — | |||||||||||||||||||
| Liquidated damages (5) | 77 | 77 | 228 | 228 | |||||||||||||||||||
| Other (6) | — | — | 97 | — | |||||||||||||||||||
| Adjusted EBITDA | $ | 2,440 | $ | 11,901 | $ | 8,551 | $ | 40,162 | |||||||||||||||
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(1) | Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $11 and $32 for amortization of debt costs for the three months ended September 30, 2026 and 2025, respectively. Interest expense includes $39 and $95 for amortization of debt discounts for the nine months ended September 30, 2026 and 2025, respectively. These amounts are noncash items. Investors should note that cash interest payments will recur in future periods. | |||||||
(2) | Depreciation and amortization related to our developed technology and our Platform is included within cost of revenues of $1,058 and $1,444 for the three months ended September 30, 2026 and 2025, respectively, and depreciation and amortization is included within operating expenses of $1,007 and $877 for the three months ended September 30, 2026 and 2025, respectively. Depreciation and amortization related to our developed technology and our Platform is included within cost of revenues of $3,186 and $3,828 for the nine months ended September 30, 2026 and 2025, respectively, and depreciation and amortization is included within operating expenses of $2,808 and $2,648 for the nine months ended September 30, 2026 and 2025, respectively. We believe (i) the amount of depreciation and amortization expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods. | |||||||
(3) | Stock-based compensation represents noncash costs arising from the grant of stock-based awards to employees, consultants and directors. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future. | |||||||
| (4) | Reversal of employee retention tax credit recorded in April 2023 under the CARES Act that has been disallowed. | |||||||
| (5) | Liquidated damages (or interest expense related to accrued liquidated damages) represents amounts we owe to certain of our investors in private placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming current in our reporting obligations, which we were not able to timely meet. | |||||||
| (6) | Represents acquisition-related fair value adjustments associated with contract assets acquired in the Parade acquisition in 2023. Management excludes these transaction-related adjustments as they are not reflective of our ongoing operational performance. | |||||||
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. In preparing the condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity, revenue, expenses, and related disclosures. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.
Except as described in Note 1, Summary of Significant Accounting Policies, of the notes to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the SEC on March 16, 2026.
Recently Issued Accounting Standards Updates
Note 1, Summary of Significant Accounting Policies, in our accompanying condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q includes Recently Issued Accounting Standards updates.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2026. These controls and procedures are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding disclosure. Based on this evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Remediation of Previously Identified Material Weakness in Internal Control over Financial Reporting
Management is also responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
In connection with the preparation of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 16, 2026, management concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to a material weakness related to the design and maintenance of effective controls over the completeness and accuracy of information received from a third-party programmatic advertising services provider used in recording certain advertising revenues. This matter did not result in a material misstatement to our Consolidated Financial Statements for the year ended December 31, 2025, or any reporting period; however, it created a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.
Pursuant to our remediation plan, management executed the following actions:
i.Expanded and formalized documentation surrounding the review and oversight procedures performed to validate data provided by the third-party ad programmatic advertising services provider;
ii.Provided training to relevant financial and operational personnel on enhanced documentation and verification requirements; and
iii.Implemented additional controls to independently verify the completeness and accuracy of third-party data used in financial reporting.
We have completed our design, documentation, implementation, and testing of these newly enhanced control activities. Management has evaluated the operating effectiveness of these controls and determined that, as of September 30, 2026, these controls were operating effectively for a sufficient period of time to conclude that the previously identified material weakness has been remediated.
Changes in Internal Control over Financial Reporting
Except as described above under “Remediation of Previously Identified Material Weakness in Internal Control over Financial Reporting”, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Inherent Limitations on the Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to claims and litigation arising in the ordinary course of business. Except as described in Note 18, Commitments and Contingencies of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we are not currently subject to any pending or threatened legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition, results of operations or cash flows.
ITEM 1A. RISK FACTORS
There are numerous factors that affect our business and operating results, many of which are beyond our control. The following risk factors supplement and, to the extent inconsistent, supersede, the risk factors described in Part I, “Item IA. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026 (the “2025 Form 10-K”). The risk factors included herein as well as the risk factors described in the 2025 Form 10-K should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with the SEC in connection with evaluating us, our business and the forward-looking statements contained in this Quarterly Report on Form 10-Q. Additional risks and uncertainties not known to us at present, or that we currently deem immaterial, may affect us. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition and results of operations.
Our use and incorporation of a broad range of artificial intelligence technologies in our services and operations present risks, uncertainties, and challenges that could adversely affect our business, financial condition, and results of operations.
Our ability to attract and retain publisher partners, expert contributors, audience, and customers depends on our capacity to develop and support innovative products and services, including through developing or deploying emerging technologies such as artificial intelligence. Some of our products, services, publishing tools and processes leverage AI, including machine learning, Generative AI, Deterministic AI, and Agentic AI, and we continue to make investments in initiatives focused on the further development and deployment of these technologies. However, there is no assurance that our use or development of AI will enhance our offerings or services or their marketability, improve operating results, or deliver anticipated benefits, and our initiatives involving AI may be unsuccessful. While implementation of these technologies offers the potential for innovation and competitive differentiation, it also poses significant risks and uncertainties, especially given the early stage of their commercial adoption. The use of AI in our initiatives and offerings or services, or in our internal business operations, may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, misappropriation or leakage of proprietary, confidential and personal information, defamation, data privacy, and cybersecurity. Furthermore, the use of AI in the creation of content could have an adverse impact on both traffic and revenue. Any error, defect, or vulnerability in our AI-powered business processes could undermine the quality of our offerings and services, adversely impact our partners’ businesses, subject us or our partners to regulatory scrutiny, fines or litigation and cause reputational harm.
These technologies are subject to an evolving and fragmented legal and regulatory landscape. The absence of a unified regulatory framework, and the risk of divergent or conflicting regulations across jurisdictions applicable to our business, could increase the complexity and costs of compliance for us and our partners. New or changing legal requirements may limit or restrict our use of AI, impose burdensome obligations, or require us to modify or discontinue certain offerings. Any of these factors, alone or in combination, could adversely affect our business, reputation, or results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Company Repurchases of Equity Securities
During the three months ended September 30, 2026, the Company did not repurchase any shares of its common stock under its previously announced share repurchase program. As of September 30, 2026, no shares remained available for repurchase under the program. The following table sets forth certain information with respect to repurchases of our common shares during the three months ended September 30, 2026:
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Period | Total number of shares (or units) purchased | Average price paid per share (1) | Total number of shares purchased as part of publicly announced plans or programs (2) | Maximum number of shares that may yet be purchased under the plans or programs (2) | |||||||||||||
Jul 1- Jul 31, 2026 | 0 | $— | 0 | 3,000,000 | |||||||||||||
| Aug 1- Aug 31, 2026 | 0 | — | 0 | 0 | |||||||||||||
| Sep 1- Sep 30, 2026 | 0 | — | 0 | 0 | |||||||||||||
Total | 0 | $— | 0 | ||||||||||||||
(1) Average price paid per share includes broker commissions, if any.
(2) On July 31, 2025, we announced a share repurchase program under which we were authorized to repurchase up to 3 million shares of our common stock through July 31, 2026, from time to time through open-market transactions, privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans, subject to market conditions, share price, and other factors. No shares were repurchased under this program prior to its expiration on July 31, 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
The following documents are filed as part of this Quarterly Report:
| Exhibit Number | Description of Document | |||||||
| 2.1 | Agreement and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018. | |||||||
| 2.2 | Amendment to Agreement and Plan of Merger, dated as of April 25, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.2 to our Annual Report on Form 10-K filed on January 8, 2021. | |||||||
| 2.3 | Second Amendment to Agreement and Plan of Merger, dated as of June 1, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on June 4, 2018. | |||||||
| 2.4 | Third Amendment to Agreement and Plan of Merger, dated as of June 30, 2019, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.4 to our Annual Report on Form 10-K filed on January 8, 2021. | |||||||
| 2.5 | Fourth Amendment to Agreement and Plan of Merger, dated as of December 15, 2020, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2020. | |||||||
| 2.6 | Amended and Restated Asset Purchase Agreement, dated as of August 4, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 9, 2018. | |||||||
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| 2.7 | Amendment to Amended and Restated Asset Purchase Agreement, dated as of August 24, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 29, 2018. | |||||||
| 2.8 | Agreement and Plan of Merger, dated as of October 12, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 17, 2018. | |||||||
| 2.9 | Amendment to Agreement and Plan of Merger, dated as of October 17, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 17, 2018. | |||||||
| 2.10 | Agreement and Plan of Merger, dated as of June 11, 2019, by and among the Company, TST Acquisition Co., Inc., and TheStreet, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 12, 2019. | |||||||
| 2.11 | Asset Purchase Agreement, dated December 7, 2022, by and among The Arena Media Brands, LLC, Weider Publications, LLC and A360 Media, LLC, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on December 20, 2022. | |||||||
| 2.12 | Business Combination Agreement, dated as of November 5, 2023, among The Arena Group Holdings, Inc., Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023. | |||||||
| 2.13 | Amendment No. 1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023. | |||||||
| 2.14 | Second Amendment to the Business Combination Agreement dated November 5, 2023, among the Company, Simplify Inventions, LLC, a Delaware limited liability company, Bridge Media Networks, LLC, a Michigan limited liability company and a wholly owned subsidiary of Simplify, New Arena Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Arena, Energy Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, and Energy Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, dated July 12, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 17, 2024. | |||||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 13, 2021. | |||||||
| 3.2 | Second Amended and Restated Bylaws, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed on October 13, 2021. | |||||||
| 3.3 | Certificate of Elimination of Series F Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 13, 2021. | |||||||
| 3.4 | Certificate of Elimination of Series I Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed September 13, 2021. | |||||||
| 3.5 | Certificate of Elimination of Series J Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.3 to our Current Report on Form 8-K filed September 13, 2021. | |||||||
| 3.6 | Certificate of Elimination of Series K Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.4 to our Current Report on Form 8-K filed September 13, 2021. | |||||||
| 3.7 | Certificate of Amendment as filed with the Delaware Secretary of State on January 20, 2022, which was filed Exhibit 3.1 to our Current Report on Form 8-K filed January 26, 2022. | |||||||
| 3.8 | Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 26, 2022, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed January 26, 2022. | |||||||
| 3.9 | Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 3, 2022, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed February 9, 2022. | |||||||
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| 3.10 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023. | |||||||
| 3.11 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective August 31, 2026, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 10, 2026. | |||||||
| 4.1 | Specimen Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No. 1 to Registration Statement on Form SB-2/A (Registration No. 333-48040) on September 23, 1996. | |||||||
| 4.2 | Form of Bridge Notes. which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022. | |||||||
| 4.3 | Form of 2023 Notes, which was filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. | |||||||
| 10.1 | Loan Agreement, dated August 7, 2026, between The Arena Group Holdings, Inc. and Renew Group Private Limited, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 13, 2026. | |||||||
| 10.2 | Promissory Note, dated August 7, 2026, issued by The Arena Group Holdings, Inc. to Renew Group Private Limited, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 13, 2026. | |||||||
| 10.3 | Strategic Platform Agreement dated September 14, 2026, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 18, 2026. | |||||||
| 31.1* | Chief Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2* | Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1** | Chief Executive Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2** | Principal Financial Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
*Filed herewith.
**This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PARADIUM.AI, INC. | ||||||||
Date: November 9, 2026 | By: | /s/ PAUL EDMONDSON | ||||||
| Paul Edmondson | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Date: November 9, 2026 | By: | /s/ GEOFFREY WAIT | ||||||
| Geoffrey Wait | ||||||||
| Principal Financial Officer | ||||||||
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