Latest news with #System1
Globe and Mail
15-06-2025
- Business
- Globe and Mail
When stock markets turn ugly, these four tricks will help prevent knee-jerk reactions
On April 4, the S&P/TSX Composite Index fell almost 5 per cent. While some investors hammered the sell button, others went on with their day and made no changes to their portfolios. Same red numbers, two opposite reactions. Why? Behavioural science says big losses should, in theory, jolt us out of knee-jerk habits and push us into careful 'System 2 thinking' – a term psychologist Daniel Kahneman used to describe our deliberate reasoning, analytical mode. 'System 1' is its opposite: fast, automatic, fuelled by emotion and mental shortcuts. System 2 is reflective, methodical, the part that double-checks math homework and rereads contracts. The trick is getting the brain to shift gears from the first to the second when markets turn ugly. New research published in the Judgment and Decision Making journal offers a clue. Experiments found that financial losses prompt people to spend more time thinking and to make better, more deliberative decisions – but only when there is enough time and cognitive space to think. Add a tight deadline, or the perception of a time pressure, and the benefit disappears: participants flip back to snap (System 1) judgments. The authors paid volunteers to solve brain-teaser questions. Get one right, earn 25 cents in one series of questions. Get it wrong, lose 25 cents in another series. When a potential loss was on the line, subjects spent more time thinking and arrived at more correct answers. That's evidence that the sting of loss can summon System 2. Opinion: If you lose money in the stock market, do you double down? That's called a martingale strategy, and it's dangerous Then the experimenters imposed a 20-second countdown clock. Under the gun, performance tanked and participants defaulted to the fast, intuitive – and often wrong – answer. Losses can prompt deep thinking or blind panic. What decides the outcome is whether the brain is given breathing room. Now bring that insight to Bay Street. Markets embed their own stopwatch: price quotes refresh almost instantly and social feeds stir up emotions around the clock. Investors do not merely sense urgency: both mainstream and social media revolve around it. Worse, the clock never stops. Extended-hours trading sessions for Canadian investors are already available from 4 a.m. to 8 p.m. ET for many stocks, and overnight trading (8 p.m. to 4 a.m. ET the next morning) effectively makes stock trading available around the clock. Given that cryptoasset trading has no market close, maybe the move to around-the-clock security trading is inevitable. But while retail platforms tout overnight access as empowerment, the side effect is obvious: we have lost the natural curfew the closing bell once provided. Instead of cooling off overnight, a jittery investor can unload shares at 3 a.m., when liquidity might be thin and fear might be thick. Opinion: The Big Six banks are to blame for the lifeless Toronto Stock Exchange In contrast, regulators and exchanges recognize the need for oxygen. Market 'circuit breakers' halt stock market trading after big losses occur in a single trading session. These engineered breathing spaces give market participants time to digest what is happening. The implication for investors is obvious: while market losses can jolt us into deeper, more careful reasoning, this benefit is only realized if we have the time and mental space to reflect. In fast-moving markets, or when pressured to make quick decisions, the advantage of loss-induced deliberation may be lost so we need to figure out how to buy time or avoid reflexive decision-making. Here are four practical defence strategies that could help: 1. Write an investment policy statement before you need it. Even a one-page policy, drafted when you are calm, acts as a lighthouse when seas get rough. 2. Automate what you can. Prescheduled contributions and auto-rebalancing reduce decision points. 3. Use a checklist buddy. Talk decisions through with an adviser or trusted friend. Saying it out loud acts as a speed bump against emotion. 4. Respect the bell (even if markets ignore it). For investors that day-trade, decide in advance that you will not place trades outside regular hours unless a preset rule demands it. Sleep, like diversification, can be free risk management. I'm probably guilty of banging the drum on this but investors should remember that platforms hungry for order flow wave the 'democratization is good for all investors' flag proudly. But more access is not synonymous with better outcomes. Investors need to keep their eyes open. When markets nosedive, the colour red is not the true enemy – the alarmism and perceived time crunch is. Give your brain a little oxygen or adopt systems to avoid reflexive responses and the same loss that might have provoked a panicked sale might be avoided. Sometimes the smartest trade is no trade at all and the best circuit breakers may be the ones you install for yourself. Preet Banerjee is a consultant to the wealth management industry with a focus on commercial applications of behavioural finance research.
Business Wire
11-06-2025
- Business
- Business Wire
System1 Class A Common Stock to Begin Trading
LOS ANGELES--(BUSINESS WIRE)--System1, Inc. (NYSE: SST) ('System1' or the 'Company'), an omnichannel customer acquisition marketing platform, previously announced on June 10, 2025, that the Company's board of directors has approved a reverse stock split (the 'Reverse Stock Split') of all of its issued and outstanding Class A Common Stock, par value $0.0001 per share ('Class A Common Stock') and Class C Common Stock, par value $0.0001 per share ('Class C Common Stock', and together with the Class A Common Stock, the 'Common Stock') at a ratio of one post-split share for every ten shares, effective at 5:00 p.m. Eastern Time on June 11, 2025 (the 'Effective Time'). The Company's Class A Common Stock is expected to begin trading on the split-adjusted basis on the New York Stock Exchange (the 'NYSE') when the stock markets open on June 12, 2025, under the existing trading symbol 'SST,' with a new CUSIP number of 87200P 208. Michael Blend, Chairman and CEO of System1, commented, 'Today's reverse stock split is a customary and necessary step to regain compliance with NYSE listing standards. We remain confident in our long-term strategy and are committed to delivering value to our shareholders through the advancement of our strategic priorities.' Reverse Stock Split Implementation As a result of the Reverse Stock Split, every 10 shares of Common Stock outstanding and held of record by each stockholder of the Company, including treasury shares, were reclassified into one (1) new share of Common Stock. The Reverse Stock Split reduced the number of issued and outstanding shares of the Company's Class A Common Stock from 79.8 million to 7.98 million and the number of issued and outstanding shares of the Company's Class C Common Stock from 18.7 million to 1.87 million. Warrant Adjustments and Trading Information The CUSIP for the Company's redeemable warrants has remained unchanged. However, under the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable on exercise of each warrant has been proportionately decreased. Specifically, as of the Effective Time, every 10 shares of Class A Common Stock that may be purchased pursuant to the exercise of redeemable warrants now represents one (1) share of Class A Common Stock that may be purchased pursuant to such warrants. Accordingly, every 10 warrants will be exercisable for one share of Class A Common Stock at an exercise price of $115.00 per share of Class A Common Stock. Reverse Stock Split Effects and Related Adjustments As a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares of Common Stock underlying System1's outstanding equity awards and the number of shares issuable under System1's equity incentive plans and existing agreements, as well as the exercise price and/or any strike price, as applicable. The Reverse Stock Split has no effect on the par value of the Company's Common Stock or authorized shares of any class of Common Stock. No fractional shares of Class A Common Stock were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise were entitled to receive fractional shares of Class A Common Stock will be entitled to receive cash. The Reverse Stock Split affects all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity (and the proportional voting power will remain unchanged), except to the extent that the Reverse Stock Split results in some stockholders receiving cash in lieu of fractional shares. Stockholders who own shares via a broker, bank, trust or other nominee organization will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such organization's particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Additional Information Additional information about the reverse stock split can be found in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the 'SEC') on May 19, 2025, which is available on the SEC's website, and on the 'Investors' section of the Company's website at or the Company's Current Report on Form 8-K filed on June 10, 2025. About System1, Inc. System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1's RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit Cautionary Statement Regarding Forward-Looking Statements Certain statements made in this press release are considered 'forward-looking statements' within the meaning of the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as 'anticipate,' 'believe,' 'expect,' 'estimate,' 'plan,' 'outlook,' and 'project' and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect System1's current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from System1's expectations and projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the Company's ability to regain compliance with the minimum bid price requirement; the effectiveness of the Reverse Stock Split; the continued listing of the Class A Common Stock on NYSE; and the Company's financial condition. You should carefully consider the foregoing factors and the other risks and uncertainties described in the 'Risk Factors' section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC, as updated by other reports filed with the SEC, including, but not limited to, our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, and the Company's other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Business Wire
10-06-2025
- Business
- Business Wire
System1 Announces Reverse Stock Split
LOS ANGELES--(BUSINESS WIRE)--System1, Inc. (NYSE: SST) ('System1' or the 'Company'), an omnichannel customer acquisition marketing platform, today announced that its board of directors has approved a reverse stock split (the 'Reverse Stock Split') of its Class A Common Stock, par value $0.0001 per share ('Class A Common Stock') and Class C Common Stock, par value $0.0001 per share ('Class C Common Stock', and together with the Class A Common Stock, the 'Common Stock') at a ratio of 1-for-10. Stockholders approved a proposal to allow the board of directors, in its discretion, to effect the Reverse Stock Split at the Annual Meeting of Stockholders held on June 10, 2025, with the final ratio determined by the Company's board of directors. The Reverse Stock Split is expected to become effective at 5:00 p.m. Eastern Time on June 11, 2025 (the 'Effective Time'). Shares of System1 Class A Common Stock are expected to begin trading on a split-adjusted basis on the New York Stock Exchange (the 'NYSE') on June 12, 2025. Shares of the Class A Common Stock will continue to trade under the symbol 'SST' and the new CUSIP number will be 87200P 208. Warrant Adjustments and Trading Information The CUSIP for the Company's redeemable warrants will remain unchanged. However, under the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable on exercise of each warrant will be proportionately decreased. Specifically, following effectiveness of the Reverse Stock Split, every 10 shares of Class A Common Stock that may be purchased pursuant to the exercise of redeemable warrants now represents one (1) share of Class A Common Stock that may be purchased pursuant to such warrants. Accordingly, every 10 warrants will be exercisable for one share of Class A Common Stock at an exercise price of $115.00 per share of Class A Common Stock. Impact on Common Stock The Company will file an amendment to its Amended and Restated Certificate of Incorporation to implement the Reverse Stock Split as of the Effective Time. The Reverse Stock Split is intended to, among other things, increase the per share trading price of the Class A Common Stock in order to satisfy the closing price requirements for continued listing on the NYSE. At the Effective Time of the Reverse Stock Split, every 10 shares of Common Stock outstanding and held of record by each stockholder of the Company, including treasury shares, will be automatically reclassified into one (1) new share of Common Stock. As a result of the Reverse Stock Split, proportionate adjustments will also be made to the number of shares of Common Stock underlying System1's outstanding equity awards and the number of shares issuable under System1's equity incentive plans and existing agreements, as well as the exercise price and/or any strike price, as applicable. The Reverse Stock Split has no effect on the par value of the Company's Common Stock or authorized shares of any class of Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity (and the proportional voting power will remain unchanged), except to the extent that the Reverse Stock Split results in some stockholders receiving cash in lieu of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each holder of Class A Common Stock will be entitled to receive a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of Class A Common Stock on the NYSE on June 11, 2025. The terms of System1's outstanding warrants do not permit issuance of fractional shares upon exercise of such warrants. Instead, the number of shares issuable shall be rounded down upon exercise of the warrants. Shareholder Information and Transfer Agent Details Continental Stock Transfer & Trust Company is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock are not required to take any action to receive split-adjusted shares. Stockholders who own shares via a broker, bank, trust or other nominee organization will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such organization's particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Additional information about the Reverse Stock Split can be found in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the 'SEC') on May 19, 2025, which is available on the SEC's website, and on the 'Investors' section of the Company's website at or the Company's Current Report on Form 8-K filed on June 10, 2025. About System1, Inc. System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1's RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit Cautionary Statement Regarding Forward-Looking Statements Certain statements made in this press release are considered 'forward-looking statements' within the meaning of the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as 'anticipate,' 'believe,' 'expect,' 'estimate,' 'plan,' 'outlook,' and 'project' and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect System1's current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from System1's expectations and projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the Company's ability to regain compliance with the minimum bid price requirement; the effectiveness of the Reverse Stock Split; the continued listing of the Class A Common Stock on NYSE; and the Company's financial condition. You should carefully consider the foregoing factors and the other risks and uncertainties described in the 'Risk Factors' section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC, as updated by other reports filed with the SEC, including, but not limited to, our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, and the Company's other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Yahoo
10-06-2025
- Business
- Yahoo
System1 Announces Reverse Stock Split
Shares Expected to Begin Trading on a Split-Adjusted Basis on June 12, 2025 LOS ANGELES, June 10, 2025--(BUSINESS WIRE)--System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, today announced that its board of directors has approved a reverse stock split (the "Reverse Stock Split") of its Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") and Class C Common Stock, par value $0.0001 per share ("Class C Common Stock", and together with the Class A Common Stock, the "Common Stock") at a ratio of 1-for-10. Stockholders approved a proposal to allow the board of directors, in its discretion, to effect the Reverse Stock Split at the Annual Meeting of Stockholders held on June 10, 2025, with the final ratio determined by the Company's board of directors. The Reverse Stock Split is expected to become effective at 5:00 p.m. Eastern Time on June 11, 2025 (the "Effective Time"). Shares of System1 Class A Common Stock are expected to begin trading on a split-adjusted basis on the New York Stock Exchange (the "NYSE") on June 12, 2025. Shares of the Class A Common Stock will continue to trade under the symbol "SST" and the new CUSIP number will be 87200P 208. Warrant Adjustments and Trading Information The CUSIP for the Company's redeemable warrants will remain unchanged. However, under the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable on exercise of each warrant will be proportionately decreased. Specifically, following effectiveness of the Reverse Stock Split, every 10 shares of Class A Common Stock that may be purchased pursuant to the exercise of redeemable warrants now represents one (1) share of Class A Common Stock that may be purchased pursuant to such warrants. Accordingly, every 10 warrants will be exercisable for one share of Class A Common Stock at an exercise price of $115.00 per share of Class A Common Stock. Impact on Common Stock The Company will file an amendment to its Amended and Restated Certificate of Incorporation to implement the Reverse Stock Split as of the Effective Time. The Reverse Stock Split is intended to, among other things, increase the per share trading price of the Class A Common Stock in order to satisfy the closing price requirements for continued listing on the NYSE. At the Effective Time of the Reverse Stock Split, every 10 shares of Common Stock outstanding and held of record by each stockholder of the Company, including treasury shares, will be automatically reclassified into one (1) new share of Common Stock. As a result of the Reverse Stock Split, proportionate adjustments will also be made to the number of shares of Common Stock underlying System1's outstanding equity awards and the number of shares issuable under System1's equity incentive plans and existing agreements, as well as the exercise price and/or any strike price, as applicable. The Reverse Stock Split has no effect on the par value of the Company's Common Stock or authorized shares of any class of Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity (and the proportional voting power will remain unchanged), except to the extent that the Reverse Stock Split results in some stockholders receiving cash in lieu of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each holder of Class A Common Stock will be entitled to receive a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of Class A Common Stock on the NYSE on June 11, 2025. The terms of System1's outstanding warrants do not permit issuance of fractional shares upon exercise of such warrants. Instead, the number of shares issuable shall be rounded down upon exercise of the warrants. Shareholder Information and Transfer Agent Details Continental Stock Transfer & Trust Company is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock are not required to take any action to receive split-adjusted shares. Stockholders who own shares via a broker, bank, trust or other nominee organization will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such organization's particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Additional information about the Reverse Stock Split can be found in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on May 19, 2025, which is available on the SEC's website, and on the "Investors" section of the Company's website at or the Company's Current Report on Form 8-K filed on June 10, 2025. About System1, Inc. System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1's RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit Cautionary Statement Regarding Forward-Looking Statements Certain statements made in this press release are considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect System1's current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from System1's expectations and projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the Company's ability to regain compliance with the minimum bid price requirement; the effectiveness of the Reverse Stock Split; the continued listing of the Class A Common Stock on NYSE; and the Company's financial condition. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC, as updated by other reports filed with the SEC, including, but not limited to, our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, and the Company's other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements. View source version on Contacts Investors: Brett MilotteICR, Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
06-05-2025
- Business
- Business Wire
System1 Announces Strong First Quarter 2025 Financial Results
LOS ANGELES--(BUSINESS WIRE)--System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, today announced its financial results for the first quarter of 2025. "We are pleased to report another solid quarter where our key financial metrics were all above the high end of our guidance for the period," commented Michael Blend, System1's Co-Founder & Chief Executive Officer. "We are seeing strong execution by our team across our business lines, especially in our Owned and Operated products, and the investments we have been making in AI are showing up in our results." Tridivesh Kidambi, Chief Financial Officer of System1, commented, "We are thrilled with our first quarter financial results and are especially encouraged by our return to year-over-year growth across several of our key financial metrics. We remain committed to delivering strong financial results, while continuing to focus on operating expense reduction initiatives. Looking ahead, we are bullish on the long-term prospects of the business and look forward to a year of focused execution delivering continued growth." Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release. First Quarter 2025 Highlights System1 continued to update and improve our RAMP platform by integrating agentic coding and generative AI into the development process, which is driving faster development cycles for platform enhancements. These enhancements are accelerating the scale of campaign rollouts, while improving optimization accuracy, which is contributing to greater monetization efficiency – reinforcing management's belief in RAMP's role as a scalable engine for growth across our Owned & Operated and Partner Network businesses." started the year with another strong quarter posting a 162% year-over-year increase in organic sessions in Q1 2025, while renewing or expanding key brand partnerships. MapQuest gained significant traction with the launch of the "Gulf of Mexico/America Naming Generator". The Naming Generator had approximately 280,000 active users, with at least 820,000 names generated, and drove an additional 180,000 downloads to the MapQuest mobile application. Given the current uncertainty related to one of our key advertising partners' marketplaces, as well as the potential impact of broader volatility in online advertising demand and evolving tariff policies, we do not plan to provide financial guidance for the second quarter of 2025. About System1, Inc. System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1's RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit Cautionary Statement Regarding Forward-Looking Statements This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1's future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1's actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Readers or users of this press release should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this press release should also carefully review the "Risk Factors" and other information included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2024, as well as our Form 10-Qs, Form 8-Ks and other reports filed with the Securities and Exchange Commission (the "SEC") from time to time. Please refer to these SEC filings for additional information regarding the risks and other factors that may impact System1's business, prospects, financial results and operating performance. Such risks, uncertainties and assumptions include, but are not limited to: (1) our ability to maintain our key relationships with network partners and advertisers, including our monetization arrangements; (2) our ability to collect, process, effectively utilize and safely store the first party data that we obtain through our services; (3) the performance of our responsive acquisition marketing platform, or RAMP; (4) changes in customer demand for our services and our ability to quickly adapt to such changes; (5) our ability to maintain and attract consumers and advertisers in the face of changing economic or competitive conditions; (6) our ability to improve and maintain adequate internal control over financial reporting and remediate identified material weaknesses; (7) our ability to successfully source and complete acquisitions and to integrate the operations of companies System1 acquires; (8) our ability to raise financing in the future as and when needed or on market terms; (9) our ability to compete with existing competitors and the entry of new competitors in the market; (10) changes in applicable laws or regulations impacting the business which we operate and our ability to maintain compliance with the various laws that our business and operations are subject to; (11) our ability to protect our intellectual property rights; and (12) other risks and uncertainties indicated from time to time in our filings with the SEC. The foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from any forward-looking statements contained in this press release. System1's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the forward-looking statements for the purpose of their inclusion in this press release, and accordingly, do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this press release. System1 will not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that such trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements. Non-GAAP Measures: Adjusted Gross Profit and Adjusted EBITDA Adjusted Gross Profit and Adjusted EBITDA are non-GAAP financial measures and represent key metrics used by System1's management and board of directors to measure the operational strength and performance of its core business, to establish budgets, and to develop operational goals for managing its business. Adjusted Gross Profit is defined as gross profit plus depreciation and amortization related to cost of revenues. Adjusted EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, deferred compensation, gain (loss) on extinguishment of debt, non-cash revaluation of warrant liability and acquisition and restructuring costs. System1 believes Adjusted Gross Profit and Adjusted EBITDA are relevant and useful metrics for investors because it allows investors to view performance in a manner similar to the method used by management. There are limitations on the use of Adjusted Gross Profit and Adjusted EBITDA and it may not be comparable to similarly titled measures of other companies. Other companies, including companies in System1's industry, may calculate non-GAAP financial measures differently than System1 does, limiting the usefulness of those measures for comparative purposes. Adjusted Gross Profit should not be considered a substitute for revenue. Adjusted EBITDA should not be considered a substitute for income (loss) from operations, net income (loss), or net income (loss) attributable to System1 on a consolidated basis that System1 reports in accordance with GAAP. Although System1 uses Adjusted Gross Profit and Adjusted EBITDA as financial measures to assess the performance of its business, such use is limited because it does not include certain costs necessary to operate System1's business. System1's presentation of Adjusted Gross Profit and Adjusted EBITDA should not be construed as indications that its future results will be unaffected by unusual or nonrecurring items. Unaudited Condensed Consolidated Balance Sheets (In thousands, except for par values) December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 43,913 $ 63,607 Restricted cash, current 1,243 3,970 Accounts receivable, net 61,760 62,916 Prepaid expenses and other current assets 7,266 3,984 Total current assets 114,182 134,477 Restricted cash, non-current — 371 Property and equipment, net 1,921 2,104 Internal-use software development costs, net 14,203 14,436 Intangible assets, net 203,965 222,341 Goodwill 82,407 82,407 Operating lease right-of-use assets 2,157 2,644 Other non-current assets 319 349 Total assets $ 419,154 $ 459,129 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 7,641 $ 10,401 Accrued expenses and other current liabilities 61,549 76,200 Operating lease liabilities, current 1,522 2,089 Current debt, net 18,970 16,405 Total current liabilities 89,682 105,095 Operating lease liabilities, non-current 1,327 1,365 Non-current debt, net 248,464 255,118 Warrant liability 334 302 Deferred tax liability 5,611 6,199 Other non-current liabilities 6,077 6,054 Total liabilities 351,495 374,133 Stockholders' equity: Class A common stock - $0.0001 par value; 500,000 shares authorized, 74,855 and 73,653 Class A shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 7 7 Class C common stock - $0.0001 par value; 25,000 shares authorized, 18,704 and 18,704 Class C shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 2 2 Additional paid-in capital 865,832 863,033 Accumulated deficit (798,218 ) (782,335 ) Accumulated other comprehensive loss (432 ) (443 ) Total stockholders' equity attributable to System1, Inc. 67,191 80,264 Non-controlling interest 468 4,732 Total stockholders' equity 67,659 84,996 Total liabilities and stockholders' equity $ 419,154 $ 459,129 Expand The following table reconciles net loss to Adjusted EBITDA for the periods presented (in millions): Three Months Ended March 31, 2025 2024 Net loss $ (19.9 ) $ (13.8 ) Plus: Income benefit (0.4 ) — Interest expense 7.1 8.0 Depreciation and amortization 20.5 19.8 Other expense — (0.1 ) Stock-based compensation & distributions to members 2.7 4.0 Gain on extinguishment of debt — (19.7 ) Non-cash revaluation of warrant liability — (0.3 ) Acquisition and restructuring costs 2.1 2.5 Adjusted EBITDA $ 12.1 $ 0.4 Expand
