UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 2025
or
For the transition period from ____________________ to ____________________
Commission File Number: 001-40764
(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) | ||||
(707 ) 324-4219
(Registrant’s telephone number, including area code)
Not applicable
(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 ☒ No ☐
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 ☒ No ☐
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 | ☐ | Accelerated filer | ☐ | ||||||||
| ☒ | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 50,739,113 shares of common stock outstanding as of May 5, 2025.
TABLE OF CONTENTS
| Page Number | ||||||||
| PART I. FINANCIAL INFORMATION | ||||||||
| Item 1. | ||||||||
Unaudited Condensed Consolidated Statements of Cash Flows | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. OTHER INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 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”), which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:
•our ability to generate significant cash flows, obtain sufficient proceeds from any future offerings of securities, renegotiate the existing terms of our financing agreement, consummate strategic alternatives such as potential investments, strategic partnerships, sale, merger, or other strategic transactions involving our Company or our assets, and/or obtain alternative financing prior to the maturity of $0.2 million in outstanding obligations under our Paycheck Protection Program loan and $19.9 million in outstanding obligations under our financing agreement in August 2025, and the potential for the holder of our debt to seize or take possession of substantially all of our assets and the assets of our subsidiaries to satisfy our obligations under the financing agreement;
•the pending delisting of our securities from trading on the Nasdaq Global Market;
•our ability to further develop and advance our pet service offerings and achieve scale;
•our ability to attract and retain personnel;
•market opportunity, anticipated growth, and future financial performance, including management’s financial outlook for the future;
•market adoption of our pet service offerings and solutions;
•our need to obtain additional financing or refinance our existing indebtedness which has caused management to determine that there is substantial doubt regarding our ability to continue as a going concern;
•our ability to refinance our existing indebtedness or obtain additional financing;
•our ability to protect our intellectual property;
•changes in the competitive industries in which we operate;
•changes in laws and regulations affecting our business;
•our ability to implement our business plans, forecasts, and other expectations, and identify and realize additional partnerships and opportunities; and
•the risk of downturns in the market and the technology industry.
You should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the sections titled “Risk Factors” in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2024, as well as in our other filings with the Securities and Exchange Commission (“SEC”). Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WAG! GROUP CO.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, 2025 | December 31, 2024 | |||||||||||||
| (in thousands, except par value amounts) | ||||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Operating lease liabilities – current portion | ||||||||||||||
Notes payable, net of debt discount and warrant allocation of $ | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Operating lease liabilities – non-current portion | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 8) | ||||||||||||||
| Stockholders’ deficit: | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total stockholders’ deficit | ( | ( | ||||||||||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||||||||
See the accompanying notes to unaudited condensed consolidated financial statements.
4
WAG! GROUP CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | ||||||||||||||
| March 31, 2025 | March 31, 2024 | |||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||
| Revenues | $ | $ | ||||||||||||
| Costs and expenses: | ||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | ||||||||||||||
| Platform operations and support | ||||||||||||||
| Sales and marketing | ||||||||||||||
| General and administrative | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Total costs and expenses | ||||||||||||||
| Interest expense | ||||||||||||||
| Interest income | ( | ( | ||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Loss before income taxes | ( | ( | ||||||||||||
| Income taxes | ( | ( | ||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Loss per share, basic and diluted | $ | ( | $ | ( | ||||||||||
| Weighted-average common shares outstanding used in computing loss per share, basic and diluted | ||||||||||||||
See the accompanying notes to unaudited condensed consolidated financial statements.
5
WAG! GROUP CO.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Common Stock | ||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficit | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||
| Issuance of common stock from exercise of stock options and vesting of restricted stock units | — | — | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ( | ||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Issuance of common stock from exercise of stock options and vesting of restricted stock units | — | — | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balance as of March 31, 2024 | ( | ( | ||||||||||||||||||||||||||||||
See the accompanying notes to unaudited condensed consolidated financial statements.
6
WAG! GROUP CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | ||||||||||||||
| March 31, 2025 | March 31, 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Cash flow from operating activities: | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Non-cash interest expense | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Reduction in carrying amount of operating lease right-of-use assets | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | |||||||||||||
| Prepaid expenses and other current assets | ( | |||||||||||||
| Other assets | ( | |||||||||||||
| Accounts payable | ||||||||||||||
| Accrued expenses and other current liabilities | ( | ( | ||||||||||||
| Deferred revenue | ( | |||||||||||||
| Operating lease liabilities | ( | ( | ||||||||||||
| Other non-current liabilities | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchase of property and equipment | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Repayment of debt | ( | ( | ||||||||||||
| Debt prepayment penalty | ( | |||||||||||||
| Proceeds from exercises of stock options | ||||||||||||||
| Other | ( | |||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Net change in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
See the accompanying notes to unaudited condensed consolidated financial statements.
7
WAG! GROUP CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Description of Business
Wag! Group Co. (“Wag!,” “Wag,” the “Company,” “we,” or “our”), formerly known as CHW Acquisition Corporation (“CHW”), is incorporated in Delaware with headquarters in San Francisco, California. The Company develops and supports proprietary technologies available via website and mobile app (“platform” or “marketplace”) that enable end users, such as Pet Parents, to connect with independent service and product providers to obtain services and products. The Company operates in the United States.
2. Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commission’s (“SEC”) Regulation S-X. Accordingly, as permitted by Article 10 of Regulation S-X, it does not include all of the information required by generally accepted accounting principles in the U.S. (“U.S. GAAP”) for complete financial statements. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP, as permitted by Article 10 of Regulation S-X. The Company’s unaudited condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 include Wag! Group Co. and all of its subsidiaries. In the opinion of management, the accompanying financial information contains all adjustments, consisting of normal recurring adjustments, necessary to state fairly the Company’s unaudited condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”), filed with the SEC on March 24, 2025. Operating results for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
Liquidity and Going Concern
Pursuant to the requirements of FASB ASC Topic 205-40, Presentation of Financial Statements—Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management's plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company's ability to continue as a going concern. The mitigating effect of management's plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued.
As of March 31, 2025, the Company had cash and cash equivalents of approximately $6.1 million and accounts receivable of $5.5 million, and the amount outstanding under its debt obligations was $19.7 million, of which $19.5 million and $0.2 million related to the Financing Agreement and PPP Loan (as such terms are defined in Note 7, Long-Term Debt), respectively. Additionally, for the three months ended March 31, 2025, net loss was $4.9 million and net cash provided by operating activities was $1.4 million. The Company has historically experienced operating losses and expects operating losses to continue in the foreseeable future as it continues to invest in growing its business.
8
The Company’s ability to continue as a going concern is dependent on its ability to generate significant cash flows, obtain sufficient proceeds from any future offerings of securities, renegotiate the existing terms of the Financing Agreement, consummate strategic alternatives such as potential investments, strategic partnerships, sale, merger, or other strategic transactions involving the Company or its assets, and/or obtain alternative financing prior to the maturity of the Financing Agreement in August 2025. Further, management has engaged in discussions to refinance the Financing Agreement. The negative covenants under the Financing Agreement impose restrictions on the ability of the Company and its subsidiaries to incur indebtedness, grant liens, make investments, make acquisitions, declare and pay restricted payments, prepay junior or subordinated debt, sell assets, and enter into transactions with affiliates, in each case, subject to certain customary exceptions. There can be no assurance that any transaction or other strategic alternative will be available to the Company, approved by the Board of Directors and/or Retriever LLC (if required under the Financing Agreement), or otherwise consummated before the maturity of the Financing Agreement in August 2025, or at all, in which case Retriever LLC may seize or take possession of substantially all assets of the Company and its subsidiaries to satisfy the Company’s obligations under the Financing Agreement and the Company’s securities could be rendered worthless.
Due to the Company’s projected cash needs (which includes amounts due under the PPP Loan and the Financing Agreement) combined with its current liquidity level and history of net losses and cash used to fund operating activities, there is substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements.
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. This also means that the accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainties described above, which could be material.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses. Actual results could differ from those estimates.
Significant items subject to estimates and assumptions include, but are not limited to, fair values of financial instruments, valuation of intangible assets acquired, valuation of stock-based compensation and warrants, and the valuation allowance for deferred income taxes. Actual results may differ from these estimates.
Segment Reporting
The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who regularly reviews financial information on a consolidated basis to make decisions about resource allocation and assess its performance. As such, the Company determined that it operates as a single operating and reportable segment.
The CODM assesses performance and decides how to allocate resources using net loss as reported within the Company’s consolidated statements of operations. Net loss is used by the CODM to monitor budget versus actual results as well as to identify underlying trends in the performance of the business. The CODM does not review asset information.
9
The following table presents the significant segment expenses and other segment items regularly reviewed by the CODM:
| Three Months Ended | ||||||||||||||
| March 31, 2025 | March 31, 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Revenues | $ | $ | ||||||||||||
| Sales and marketing | ( | ( | ||||||||||||
| Other segment items(1) | ( | ( | ||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This ASU improves reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance during the fourth quarter of 2024, which did not have a material financial impact on the Company’s consolidated financial statements and the Company has added increased disclosures within
the Segment Reporting section of Note 2, Significant Accounting Policies, to its consolidated financial statements.
In August 2023, the FASB issued ASU No. 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”). This ASU requires a joint venture to recognize and initially measure its assets and liabilities using a new basis of accounting upon formation, i.e., at fair value (with exceptions to fair value measurement consistent with the business combinations guidance). The amendments in this update are effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. Joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively to their original formation date. The adoption of this guidance had no impact on the Company’s consolidated financial statements, as no joint ventures were formed during the period.
New Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU improves financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods that is generally not presented in the financial statements today. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the potential impact of this adoption on its condensed consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This ASU improves the transparency of income tax disclosures by requiring: (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. Additionally, the amendments in this ASU improve the effectiveness and comparability of disclosures by: (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (“SEC”) Regulation S-X, and (2) removing disclosures that no longer are considered cost beneficial or relevant. The amendments in this update are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the potential impact of this adoption on its condensed consolidated financial statements.
Significant Accounting Policies
There have been no material changes to our significant accounting policies disclosed in Note 2, Significant Accounting Policies, of the notes to consolidated financial statements included in the Company’s 2024 10-K.
10
3. Business Combination with CHW
On February 2, 2022, Wag Labs, Inc. (“Legacy Wag!”) entered into the CHW Business Combination Agreement with CHW and CHW Merger Sub, Inc. (“Merger Sub”). The CHW Business Combination was completed on August 9, 2022 (“Merger Date”), in conjunction with which CHW changed its name to Wag!. The separate corporate existence of Merger Sub ceased and Legacy Wag! survived the merger and became a wholly-owned subsidiary of Wag!.
For more information regarding the CHW Business Combination, refer to Note 3, Business Combination with CHW, to the Consolidated Financial Statements included in the 2024 10-K.
Earnout Compensation
In connection with the CHW Business Combination, Legacy Wag! stockholders and certain members of management and employees of Legacy Wag! that held either a share of common stock, a Legacy Wag! Option or a Legacy Wag! RSU Award at the date of the Merger have the contingent right to Earnout Shares. The aggregate number of Earnout Shares and Management Earnout Shares is 10,000,000 and 5,000,000 shares of Wag! common stock, respectively. The Earnout Shares will be issued only if certain Wag! share price conditions are met over a three-year period from the Merger Date. The Earnout Shares are subject to the occurrence of certain triggering events based on a three-year period from the Merger Date as defined in the CHW Business Combination Agreement as:
1.5,000,000 shares are earned if the stock price of the Company is or exceeds $12.50 for 20 out of any 30 consecutive trading days (“Triggering Event I”)
2.5,000,000 shares are earned if the stock price of the Company is or exceeds $15.00 for 20 out of any 30 consecutive trading days (“Triggering Event II”); and
3.5,000,000 shares are earned if the stock price of the Company is or exceeds $18.00 for 20 out of any 30 consecutive trading days (“Triggering Event III”) (collectively, the “Triggering Events”).
Additionally, if there is a change of control transaction, the agreed upon selling price of the Company on a per share basis, would be the fair value of the shares inclusive of the resulting triggered Earnout Shares upon consummation of the proposed transaction. The per share price in a change in control would be used to determine whether the Triggering Events have been met, and depending on the per share price, a certain number of shares will be issued.
The Earnout Shares and Management Earnout Shares are classified as equity transactions at initial issuance and at settlement when and if the triggering conditions are met. The Earnout Shares are equity-classified since they do not meet the liability classification criteria outlined in FASB ASC Topic 480, Distinguishing Liabilities from Equity, and are both (i) indexed to the Company’s own shares and (ii) meet the criteria for equity classification. Until the shares are issued upon a Triggering Event, the Earnout Shares are not included in shares outstanding. As of the date of the CHW Business Combination, the Earnout Share awards had a total fair value of $23.9 million determined using a Monte Carlo fair value methodology in each of the $12.50 , $15.00 , and $18.00 Earnout tranches multiplied by the number of Earnout Shares allocated to each individual pursuant to the calculation defined in the CHW Business Combination Agreement.
4. Fair Value Measurements
The following tables provide information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such values as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | ||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Cash equivalents: | ||||||||||||||||||||||||||
Money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
Total assets at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
11
| December 31, 2024 | ||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Cash equivalents: | ||||||||||||||||||||||||||
Money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
Total assets at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
The Company’s money market funds were valued using Level 1 inputs because they were valued using quoted prices in active markets. As of March 31, 2025 and December 31, 2024, the Company’s cash equivalents approximated their estimated fair value. As such, there are no unrealized gains or losses related to the Company’s cash equivalents.
5. Goodwill and Other Intangible Assets
Goodwill is reviewed for impairment at least annually, absent any interim indicators of impairment. Goodwill was $4.6
The gross carrying amounts and accumulated amortization of the Company’s intangible assets with determinable lives as of March 31, 2025 and December 31, 2024 were as follows:
| March 31, 2025 | ||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Finite-lived intangible assets: | ||||||||||||||||||||
| Customer relationships and licenses | $ | $ | ( | $ | ||||||||||||||||
| Media brand | ( | |||||||||||||||||||
| Developed technology | ( | |||||||||||||||||||
| Trademarks | ( | |||||||||||||||||||
| Total finite-lived intangible assets | ( | |||||||||||||||||||
| Indefinite-lived intangible assets | — | |||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | ||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Finite-lived intangible assets: | ||||||||||||||||||||
| Customer relationships and licenses | $ | $ | ( | $ | ||||||||||||||||
| Media brand | ( | |||||||||||||||||||
| Developed technology | ( | |||||||||||||||||||
| Trademarks | ( | |||||||||||||||||||
| Total finite-lived intangible assets | ( | |||||||||||||||||||
| Indefinite-lived intangible assets | — | |||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | ||||||||||||||||
Amortization expense related to customer relationships and licenses, media brand, developed technology, and trademarks, is recorded in depreciation and amortization within the Company’s condensed consolidated statements of operations. Amortization expense of intangible assets with determinable lives was $0.5 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively.
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6. Contract Liabilities
The timing of Services revenue recognition may differ from the timing of invoicing to or collections from customers. The Company’s contract liabilities balance, which is included in Deferred revenue within the Company’s condensed consolidated balance sheets, is primarily comprised of unredeemed gift cards, prepayments received from consumers for Wag! Premium subscriptions, prepayments received from Wellness customers, and certain consumer credits for which the revenue is recognized over time as they are used for services on its platform. The contract liabilities balance was $2.8 million and $1.4 million as of March 31, 2025 and December 31, 2024, respectively. Revenues recognized related to the Company’s contract liabilities as of the beginning of the year was $0.4 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively.
7. Long-Term Debt
Paycheck Protection Program Loan
On August 5, 2020, the Company received loan proceeds of approximately $5.1 million from a financial institution pursuant to the Paycheck Protection Program (the “PPP Loan”) established by the Coronavirus Aid, Relief, and Economic Security Act, of which $3.5 million was subsequently forgiven. The PPP Loan matures on August 5, 2025 and bears interest at a fixed rate of 1.00 %. Principal and interest payments are payable monthly.
During the three months ended March 31, 2025 and 2024, the Company repaid a total amount of $0.1 million and $0.1 million, respectively, on amounts outstanding under the PPP Loan. As of March 31, 2025 and December 31, 2024, the amount outstanding under the PPP Loan was $0.2 million and $0.3 million, respectively.
During the three months ended March 31, 2025 and 2024, the Company recognized immaterial amounts of interest expense relating to the PPP Loan.
Blue Torch Financing and Warrant Agreement; Retreiver LLC Assumption
On August 9, 2022, the Company entered into a financing agreement and warrant agreement with Blue Torch Finance, LLC (together with its affiliated funds and any other parties providing a commitment thereunder, including any additional lenders, agents, arrangers or other parties joined thereto after the date thereof, collectively, “Blue Torch”), pursuant to which, among other things, Blue Torch agreed to extend an approximately $32.2 million senior secured term loan (the “Financing Agreement”). The Financing Agreement is secured by a first priority security interest in substantially all assets of the Company and its subsidiaries.
The Financing Agreement bears interest at a floating rate of interest equal to, at the Company’s option, Secured Overnight Financing Rate (“SOFR”) plus 10.00 % per annum or the reference rate plus 9.00 % per annum, with the reference rate defined as the greatest of:
•2.00 % per annum;
•the federal funds effective rate plus 0.50 % per annum;
•one-month SOFR plus 1.00 % per annum; and
•the prime rate announced by the Wall Street Journal from time to time.
SOFR will be subject to a floor of 1.00 % per annum, and the reference rate will be subject to a floor of 2.00 % per annum. Interest will be payable in arrears at the end of each SOFR interest period (but at least every three months) for SOFR borrowings and quarterly in arrears for reference rate borrowings.
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The Financing Agreement matures on August 9, 2025 and is subject to quarterly amortization payments of principal, in an aggregate amount equal to 2.00 % of the outstanding principal amount in the first year after closing, 3.00 % of the outstanding principal amount in the second year after closing, and 5.00 % of the outstanding principal amount in the third year after closing. The remaining outstanding principal balance of the Financing Agreement is due and payable in full on the maturity date. In addition to scheduled amortization payments, the Financing Agreement contains customary mandatory prepayment provisions that require principal prepayments of the loan upon certain triggering events, including receipt of asset sale proceeds outside of the ordinary course of business, receipt of certain insurance proceeds, and receipt of proceeds of non-permitted debt. The loan may also be voluntarily prepaid at any time, subject to the payment of a prepayment premium and a make-whole payment. The prepayment premium is payable for voluntary payments and certain mandatory prepayments, and is equal to: (i) an interest make-whole payment plus 3.00 % of the principal amount of such prepayment in the first year after closing; (ii) 2.00 % of the principal amount of such prepayment in the second year after closing; and (iii) 0 % thereafter.
The Financing Agreement contains customary representations and warranties, affirmative covenants, financial reporting requirements, negative covenants and events of default. The negative covenants impose restrictions on the ability of the Company and its subsidiaries to incur indebtedness, grant liens, make investments, make acquisitions, declare and pay restricted payments, prepay junior or subordinated debt, sell assets, and enter into transactions with affiliates, in each case, subject to certain customary exceptions.
The Company’s obligations under the Financing Agreement are guaranteed by certain of its subsidiaries meeting materiality thresholds. Such obligations, including the guarantees, are secured by substantially all of the personal property of the Company and its subsidiary guarantors, including pursuant to a Security Agreement simultaneously entered into on August 9, 2022. The Financing Agreement establishes the following financial covenants: (i) the Company's trailing annual aggregate revenue shall exceed certain thresholds as of the end of each monthly computation period as defined therein; and (ii) liquidity shall not be less than $5 million at any time.
As of March 31, 2025 and December 31, 2024, the interest rate for borrowings under the Financing Agreement was 14.56 % and 14.59 %, respectively.
During the three months ended March 31, 2025 and 2024, the Company repaid $0.4 million and $5.2 million, respectively, on amounts outstanding under the Financing Agreement. As of March 31, 2025 and December 31, 2024, the amount outstanding under the Financing Agreement was $19.5 million and $19.9 million, respectively.
During the three months ended March 31, 2025 and 2024, the Company recognized $0.7 million and $1.2 million, respectively, of interest expense relating to the Financing Agreement.
On the closing of the Financing Agreement, the Company also entered into the Lender Warrant Agreement with Vstock Transfer, LLC as warrant agent, pursuant to which affiliates of Blue Torch received 1,896,177 warrants to acquire common stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50 per whole share (such warrants, the “Lender Warrants”). The Lender Warrants were issued pursuant to the SPAC Warrant Agreement (as defined in the CHW Business Combination Agreement) and are subject to the terms and conditions thereof, as modified (whether reflected in the terms of the Lender Warrants issued on the Merger Date, or in an amendment to or exchange for the Lender Warrants consummated after the Merger Date) to provide that (i) the exercise period of the Lender Warrants will terminate on the earliest to occur of (x) the date that is ten years after completion of the CHW Business Combination, (y) liquidation of the Company, and (z) redemption of the Lender Warrants as provided in the SPAC Warrant Agreement (the “Lender Warrant Expiration Date”), (ii) Blue Torch has the ability to net exercise the Lender Warrants (based on the fair value of the stock at the time of net exercise, fair value being equal to the public trading price at the time of exercise) on a cashless basis, (iii) Blue Torch received the benefit of certain customary representations and warranties from the Company, and (iv) the Lender Warrants are not required to be registered under the Securities Act.
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At the date of issuance, the Company classified the Lender Warrants as equity and recognized them in additional paid-in capital within its condensed consolidated balance sheet. As the Lender Warrants were classified as equity, the proceeds were allocated based on the relative fair values of the financial instruments issued as a whole.
On April 4, 2025, the Company and Blue Torch entered into an amendment (the "Amendment"), pursuant to which the minimum liquidity covenant was temporarily reduced to $4.5 million through April 18, 2025. Additionally, the minimum revenue covenant thresholds were permanently adjusted downward in line with revisions to management's forecast. In consideration for these changes, the Company incurred a paid-in-kind ("PIK") fee equal to 2.10 % of the aggregate outstanding principal amount of the Term Loan of approximately $0.4 million, which was added to the balloon payment due in August 2025. As a result, the outstanding balance of the Term Loan increased from approximately $19.5 million to approximately $19.9 million.
On April 11, 2025, Blue Torch Finance, LLC (“Assignor”) executed an Assignment and Acceptance Agreement with Retriever LLC (“Assignee”). The Assignment and Acceptance Agreement assigned Blue Torch’s rights and obligations under the Financing Agreement to Retriever LLC. No terms of the Financing Agreement were modified as a result of this assignment. The Company is in compliance with its covenants under the Financing Agreement.
Total Debt
As of March 31, 2025, annual scheduled principal payments of debt were as follows:
Amount | ||||||||
(in thousands) | ||||||||
| 2025 | $ | |||||||
Total principal payments | $ | |||||||
8. Commitments and Contingencies
Legal and Other Contingencies
From time to time, the Company may be a party to litigation and subject to claims, including non-income tax audits, in the ordinary course of business. The Company accrues a liability when management believes information available to it prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although the results of litigation and claims cannot be predicted with certainty, management concluded that there was not a reasonable probability that it had incurred a material loss during the periods presented related to such loss contingencies. Therefore, the Company has not recorded a reserve for any such contingencies.
Given the inherent uncertainties and unpredictability of litigation, the ultimate outcome of ongoing matters cannot be predicted with certainty but the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense, and settlement costs, diversion of management resources, and other factors. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances changes, or contingencies are resolved; such changes are recorded in the accompanying statements of operations during the period of the change and reflected in accrued expenses and other current liabilities on the accompanying consolidated balance sheets.
The Company has been and continues to be involved in numerous legal proceedings related to Pet Caregiver classification. In California, Assembly Bill No. 5 (AB-5) implemented a presumption that workers are employees. However, AB-2257 exempts agencies providing referrals for certain animal services, including dog walking, from AB-5. The Company believes that it falls within this exemption. Nevertheless, the interpretation or enforcement of the exemption could change.
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The Company is subject to audits by taxing authorities and other forms of investigation, audit, or inquiry conducted by federal, state, or local governmental agencies. Due to the inherent uncertainties in the final outcome of such matters, the Company can give no assurance that it will prevail in such matters, which could have an adverse effect on the Company’s business. In addition, the Company may be subject to greater risk of legal claims or regulatory actions as it increases and continues its operations in jurisdictions where the laws and regulations governing online marketplaces or the employment classification of service providers who use online marketplaces are uncertain or unfavorable.
In November 2019, California issued an assessment alleging various violations and penalties related to alleged misclassification of pet caregivers who use the Company’s platform as independent contractors. The Company has challenged both the legal basis and the amount of the assessment, of $1.7 million in unemployment insurance contributions for its independent contractors. In April 2022, the California Employment Development Department ("CA EDD") initiated a routine employment tax audit of the Company and alleges the Company owes approximately $1.3 million in additional unemployment insurance contributions for its independent contractors. The Company is engaged in ongoing discussions with the CA EDD and intends to defend itself vigorously in this pending matter. The Company believes given the inherent uncertainties of litigation, the outcome of this matter is not considered probable nor estimable and, therefore, the Company has not recorded a reserve.
In December 2019, Wag Hotels, Inc. filed a lawsuit against the Company alleging various claims related to breach of contract and trademark infringement. On June 29, 2023, the parties agreed to a settlement amount of $0.5 million to resolve all claims, with an initial payment up front and the remaining payments over 25 months. The settlement was executed on August 30, 2023. The $0.5 million was recognized in general and administrative expenses within the Company’s condensed consolidated statement of operations during the second quarter of 2023 and the Company has recorded a corresponding liability in Accrued expenses and other current liabilities and Other non-current liabilities within its condensed consolidated balance sheet as of March 31, 2025.
In December 2023, the NY DOL issued an investigation report assessing the Company with approximately $1.8 million in unemployment insurance contributions, including interest and penalties, for its independent contractors. On January 19, 2024, the Company submitted a request for hearing contesting assessment. The Company believes given the inherent uncertainties of litigation, the outcome of this matter is not considered probable nor estimable and, therefore, the Company has not recorded a reserve.
As of March 31, 2025, management did not believe that the outcome of pending matters would have a material effect on the Company’s financial position, results of operations, or cash flows.
9. Stockholders’ Equity (Deficit)
On July 18, 2024, the Company issued and sold an aggregate of 7.4 million shares of common stock at a price of $1.35 per share in a registered public offering. The aggregate net proceeds were approximately $8.6 million, after deducting offering costs of $0.8 million and underwriting discounts and commissions of $0.6 million. The Company used a portion of the net proceeds to repay indebtedness.
Common Stock Warrants
Prior to the Merger, CHW issued 12,500,000 of Public Warrants and 4,238,636 of Private Warrants (together, the “Warrants”) in connection with its initial public offering to CHW Acquisition Sponsor LLC, the sponsor of CHW. After consummation of the Merger on August 9, 2022, the 4,238,636 Private Warrants held by the Sponsor were exchanged for 3,895,564 warrants to purchase shares of common stock of the Company issuable upon the exercise of Private Placement Warrants originally issued to CHW and the 12,500,000 shares of common stock that are issuable upon the exercise of Public Warrants remained outstanding. Each whole warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on September 8, 2022, which was the later of 30 days after the completion of the CHW Business Combination or 12 months from CHW's IPO closing date. The Warrants will expire on the fifth anniversary of the CHW Business Combination, or earlier upon redemption or liquidation.
The Company may call the Warrants for redemption:
•in whole or in part;
•at a price of $0.01 per warrant;
•upon a minimum of 20 days’ prior written notice of redemption; and
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•if, and only if, the reported last sale price of the Public Shares equals or exceeds $16.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.
If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement.
The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants.
Management has concluded that the Warrants issued pursuant to the CHW IPO qualify for equity classification.
Accumulated Other Comprehensive Income
There were no changes in accumulated other comprehensive income for the three months ended March 31, 2025 and 2024.
10. Revenues
The following table presents the Company’s revenues disaggregated by offering:
| Three Months Ended | ||||||||||||||
| March 31, 2025 | March 31, 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Services revenue | $ | $ | ||||||||||||
| Wellness revenue | ||||||||||||||
| Pet Food & Treats revenue | ||||||||||||||
| Total revenues | $ | $ | ||||||||||||
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11. Stock-Based Compensation
The Company has stock-based compensation plans, which are more fully described in Note 12, Stock-Based Compensation, to the Consolidated Financial Statements included in the 2024 10-K. During the three months ended March 31, 2025, the Company granted restricted stock units (“RSUs”) subject to service conditions.
Stock Options
The following table summarizes the activities for all stock options under the Company’s stock-based compensation plans for the three months ended March 31, 2025:
Number of Options Outstanding | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life | Aggregate Intrinsic Value(1) | |||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||
| Outstanding as of December 31, 2024 | $ | $ | ||||||||||||||||||||||||
Granted | $ | |||||||||||||||||||||||||
Exercised | ( | $ | ||||||||||||||||||||||||
Forfeited or expired | ( | $ | ||||||||||||||||||||||||
| Outstanding as of March 31, 2025 | $ | $ | ||||||||||||||||||||||||
| Exercisable as of March 31, 2025 | $ | $ | ||||||||||||||||||||||||
| Vested and expected to vest as of March 31, 2025 | $ | $ | ||||||||||||||||||||||||
(1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards.
There were no stock options granted during the three months ended March 31, 2025 and 2024. The total intrinsic value of stock options exercised during the three months ended March 31, 2025 and 2024 was immaterial
As of March 31, 2025, the total unrecognized compensation cost related to all nonvested stock options was immaterial and the related weighted-average period over which it is expected to be recognized was approximately 0.59 years.
Restricted Stock Units
The following table summarizes the activities for all RSUs under the Company’s stock-based compensation plans for the three months ended March 31, 2025:
Number of Shares | Weighted-Average Grant Date Fair Value Per Share | |||||||||||||
| (in thousands) | ||||||||||||||
| Outstanding and nonvested as of December 31, 2024 | $ | |||||||||||||
Granted | $ | |||||||||||||
Vested | ( | $ | ||||||||||||
Forfeited | ( | $ | ||||||||||||
| Outstanding and nonvested as of March 31, 2025 | $ | |||||||||||||
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The total vesting date fair value of RSUs which vested during the three months ended March 31, 2025 and 2024 was $0.2 million and $0.7 million, respectively.
As of March 31, 2025, the total unrecognized compensation cost related to all nonvested RSUs was $9.3 million and the related weighted-average period over which it is expected to be recognized was approximately 1.79 years.
Stock-Based Compensation Expense
The following table provides information about stock-based compensation expense by financial statement line item:
| Three Months Ended | ||||||||||||||
| March 31, 2025 | March 31, 2024 | |||||||||||||
(in thousands) | ||||||||||||||
| Platform operations and support | $ | $ | ||||||||||||
| Sales and marketing | ||||||||||||||
| General and administrative | ||||||||||||||
Total stock-based compensation expense | $ | $ | ||||||||||||
Stock-based compensation expense capitalized as part of internal-use software was not material for the three months ended March 31, 2025 and 2024, respectively.
12. Income Taxes
The quarterly income tax provision reflects an estimate of the corresponding quarter’s state taxes in the United States. The provision for income tax expense for the three months ended March 31, 2025 and 2024 was determined based upon estimates of the Company’s annual effective tax rate for the years ending December 31, 2025 and 2024, respectively. Since the Company is in a full valuation allowance position due to losses incurred since inception, the provision for taxes consists solely of certain state income taxes.
13. Loss Per Share
The following securities have been excluded from the computation of diluted loss per share for the periods presented because including them would have been anti-dilutive:
| Three Months Ended | ||||||||||||||
| March 31, 2025 | March 31, 2024 | |||||||||||||
(in thousands) | ||||||||||||||
| Earnout Shares | ||||||||||||||
| Options and RSUs issued and outstanding | ||||||||||||||
| Warrants issued and outstanding | ||||||||||||||
| Shares related to acquisition indemnification holdback | ||||||||||||||
| Total | ||||||||||||||
All unvested Earnout Shares are excluded from basic and diluted loss per share as such shares are contingently issuable only when the share price of the Company’s common stock exceeds specified thresholds, which had not been achieved as of March 31, 2025.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We strive to be the go-to platform for the modern U.S. pet household, offering solutions for service, product, and wellness needs. We provide a range of products and services, including the Wag! app, which offers access to 5-star dog walking, sitting, and one-on-one training; Petted, one of the nation’s largest pet insurance comparison marketplaces; Dog Food Advisor, one of the most visited and trusted pet food review platforms; WoofWoofTV, a multi-media company bringing pet content to over 18 million followers across social media; maxbone, a digital platform for modern pet essentials; and Furmacy, software to simplify pet prescriptions.
Wag! has been a leader in on-demand dog walking since 2015 and we’ve grown our community to include more than 500,000 local Pet Caregivers nationwide. From those roots, we expanded to the wellness space by acquiring Petted.com, which makes it easy to shop for and compare pet insurance options. In 2023, we expanded to the Pet Food & Treats market by acquiring Dog Food Advisor, which is one of the most visited and trusted dog food marketplaces. We also expanded our reach into the Pet Supplies market with our acquisition of maxbone, a premium pet product brand.
Components of Our Results of Operations
The following is a summary of the principal line items comprising our operating results.
Revenues
We provide an online marketplace that enables Pet Parents to connect with Pet Caregivers for various pet services. We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, from the following distinct streams: (1) service fees charged to Pet Caregivers, (2) subscription fees for Wag! Premium and other fees paid by Pet Parents, (3) joining fees paid by Pet Caregivers to join and be listed on our platform, (4) wellness revenue through affiliate fees, and (5) Pet Food & Treat revenue also through affiliate fees.
Cost of Revenues, Excluding Depreciation and Amortization
Cost of revenues consists of costs directly related to revenue-generating transactions, which primarily includes fees paid to payment processors, hosting and platform-related infrastructure costs, product costs, third-party costs for background checks for Pet Caregivers, and other costs arising as a result of revenue transactions that take place on our platform, excluding depreciation and amortization.
Platform Operations and Support
Platform operations and support expenses include personnel-related compensation costs of technology and operations teams, and third-party operations support costs.
Sales and Marketing
Sales and marketing expenses include personnel-related compensation costs of the marketing team and advertising expenses. Sales and marketing expenses are expensed as incurred.
General and Administrative
General and administrative expense includes personnel-related compensation costs for employees on corporate functions, such as management, accounting, and legal as well as insurance and other expenses used to run the business, together with outside party service costs of related items such as auditors and lawyers.
Depreciation and Amortization
Depreciation and amortization expenses primarily consist of depreciation and amortization expenses associated with our property and equipment. Amortization includes expenses associated with our capitalized software and website development.
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Interest Expense, Net
Interest expense, net consists primarily of interest incurred on debt and interest earned on our cash, cash equivalents, and short-term investments.
Key Operating and Financial Metrics and Non-GAAP Financial Measures
We regularly review several metrics, including the following key financial metrics and non-GAAP financial measures, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions. These key financial metrics and non-GAAP financial measures are set forth below for the periods presented:
| Three Months Ended | Change | |||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | $ | % | |||||||||||||||||||||||
(in thousands, except percentages) | ||||||||||||||||||||||||||
Platform Participants (as of period end) | 472 | 671 | (199) | (29.7) | % | |||||||||||||||||||||
| Revenues | $ | 15,165 | $ | 23,219 | (8,054) | (34.7) | % | |||||||||||||||||||
| Net loss | $ | (4,890) | $ | (4,241) | (649) | 15.3 | % | |||||||||||||||||||
| Net loss margin | (32.2) | % | (18.3) | % | ||||||||||||||||||||||
| Net cash provided by operating activities | $ | 1,407 | $ | 168 | 1,239 | 737.5 | % | |||||||||||||||||||
| Adjusted EBITDA (loss)(1) | $ | (1,235) | $ | 168 | (1,403) | * | ||||||||||||||||||||
| Adjusted EBITDA (loss) margin(1) | (8.1) | % | 0.7 | % | ||||||||||||||||||||||
* Comparisons between positive and negative numbers are not meaningful.
(1)Adjusted EBITDA (loss) and Adjusted EBITDA (loss) margin are non-GAAP measures which may not be comparable to similarly-titled measures used by other companies. See below for a reconciliation of Adjusted EBITDA (loss) to net loss.
Platform Participants
A Platform Participant is defined as a Pet Parent or Pet Caregiver who transacted on the Wag! platform for a service in the quarter. Services include dog walking, sitting, boarding, drop-ins, training, premium telehealth services, wellness plans, and pet insurance plan comparison.
Non-GAAP Financial Measures
Adjusted EBITDA (Loss) and Adjusted EBITDA (Loss) Margin
Adjusted EBITDA (loss) means net loss adjusted to exclude, where applicable in a given period, interest expense, net; income taxes; depreciation and amortization; stock-based compensation; integration and transaction costs associated with acquired businesses; severance costs; loss on extinguishment of debt; and legal settlements. Adjusted EBITDA (loss) margin represents Adjusted EBITDA (loss) divided by revenues. We use Adjusted EBITDA (loss) and Adjusted EBITDA (loss) margin, which are both non-GAAP metrics, to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Adjusted EBITDA (loss) and Adjusted EBITDA (loss) margin, when taken collectively with our U.S. GAAP results, may be helpful to investors because they provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their U.S. GAAP results.
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Non-GAAP financial measures are presented for supplemental informational purposes only. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented in accordance with U.S. GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under U.S. GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. All of these limitations could reduce the usefulness of these non-GAAP financial measures as analytical tools. Investors are encouraged to review the related non-GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures and to not rely on any single financial measure to evaluate our business.
The following table provides a reconciliation of net loss to Adjusted EBITDA (loss):
| Three Months Ended | ||||||||||||||
| March 31, 2025 | March 31, 2024 | |||||||||||||
(in thousands, except percentages) | ||||||||||||||
| Net loss | $ | (4,890) | $ | (4,241) | ||||||||||
| Interest expense, net | 1,155 | 1,733 | ||||||||||||
| Income taxes | (41) | (1) | ||||||||||||
| Depreciation and amortization | 644 | 578 | ||||||||||||
Stock-based compensation | 1,872 | 1,296 | ||||||||||||
| Severance costs | — | 77 | ||||||||||||
| Loss on extinguishment of debt | — | 726 | ||||||||||||
| Legal settlement | 25 | — | ||||||||||||
| Adjusted EBITDA (loss) | $ | (1,235) | $ | 168 | ||||||||||
| Revenues | $ | 15,165 | $ | 23,219 | ||||||||||
| Adjusted EBITDA (loss) margin | (8.1) | % | 0.7 | % | ||||||||||
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Comparison of the Three Months Ended March 31, 2025 and 2024
The following table sets forth our results of operations for the three months ended March 31, 2025 and 2024. These results of operations are not necessarily indicative of the future results of operations that may be expected for any future period.
| Three Months Ended | Change | |||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | $ | % | |||||||||||||||||||||||
(in thousands, except percentages) | ||||||||||||||||||||||||||
| Revenues | $ | 15,165 | $ | 23,219 | (8,054) | (34.7) | % | |||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 1,441 | 1,570 | (129) | (8.2) | % | |||||||||||||||||||||
| Platform operations and support | 2,521 | 2,960 | (439) | (14.8) | % | |||||||||||||||||||||
| Sales and marketing | 10,377 | 15,655 | (5,278) | (33.7) | % | |||||||||||||||||||||
| General and administrative | 3,958 | 4,239 | (281) | (6.6) | % | |||||||||||||||||||||
| Depreciation and amortization | 644 | 578 | 66 | 11.4 | % | |||||||||||||||||||||
| Total costs and expenses | 18,941 | 25,002 | (6,061) | (24.2) | % | |||||||||||||||||||||
| Interest expense | 1,182 | 1,885 | (703) | (37.3) | % | |||||||||||||||||||||
| Interest income | (27) | (152) | 125 | (82.2) | % | |||||||||||||||||||||
| Loss on extinguishment of debt | — | 726 | (726) | (100.0) | % | |||||||||||||||||||||
| Loss before income taxes | (4,931) | (4,242) | (689) | 16.2 | % | |||||||||||||||||||||
| Income taxes | (41) | (1) | (40) | 4000.0 | % | |||||||||||||||||||||
| Net loss | $ | (4,890) | $ | (4,241) | (649) | 15.3 | % | |||||||||||||||||||
Revenues
Revenues decreased by $8.1 million, or approximately 34.7%, from $23.2 million for the three months ended March 31, 2024 to $15.2 million for the three months ended March 31, 2025. The decrease was attributable to a $0.4 million decrease in Services revenue, a $6.6 million decrease in Wellness revenue, and a $1.0 million decrease in Pet Food & Treats revenue as a result of a 30% decrease in Platform Participants year-over-year and decreased revenue-per-action conversion activity.
Cost of Revenues, Exclusive of Depreciation and Amortization
Cost of revenues, exclusive of depreciation and amortization, decreased by $0.2 million, or approximately 8.2%, from $1.6 million for the three months ended March 31, 2024 to $1.4 million for the three months ended March 31, 2025. The decrease was primarily attributable to a decrease in product costs related to certain pet insurance products and a decrease in payment processing fees for Services revenue.
Platform Operations and Support
Platform operations and support expenses decreased by $0.5 million, or approximately 14.8%, from $3.0 million for the three months ended March 31, 2024 to $2.5 million for the three months ended March 31, 2025. The decrease was primarily attributable to a $0.5 million decrease in personnel costs, partially offset by a $0.1 million increase in professional services.
Sales and Marketing
Sales and marketing expenses decreased by $5.3 million, or approximately 33.7%, from $15.7 million for the three months ended March 31, 2024 to $10.4 million for the three months ended March 31, 2025. The decrease was primarily attributable to a $4.3 million decrease in investing in new and expanding existing partnerships related to our Wellness offerings, a $1.1 million decrease in personnel costs, partially offset by a $0.2 million increase in professional services.
23
General and Administrative
General and administrative expenses decreased by $0.3 million, or approximately 6.6%, from $4.2 million for the three months ended March 31, 2024 to $4.0 million for the three months ended March 31, 2025. The decrease was primarily attributable to a $0.1 million decrease in personnel costs and a $0.2 million decrease in business licenses, fees, and permits.
Depreciation and Amortization
Depreciation and amortization expenses increased by $0.1 million, or approximately 11.4%, from $0.6 million for the three months ended March 31, 2024 to $0.6 million for the three months ended March 31, 2025. The increase was primarily attributable to the related amortization of capitalized software additions.
Interest Expense, Net
Interest expense, net was as follows:
| Three Months Ended | Change | |||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | $ | % | |||||||||||||||||||||||
(in thousands, except percentages) | ||||||||||||||||||||||||||
| Interest expense | $ | 1,182 | $ | 1,885 | (703) | (37.3) | % | |||||||||||||||||||
| Interest income | (27) | (152) | 125 | (82.2) | % | |||||||||||||||||||||
| Interest expense, net | $ | 1,155 | $ | 1,733 | (578) | (33.4) | % | |||||||||||||||||||
Interest expense, net decreased by $0.5 million, or approximately 33.4%, from $1.7 million for the three months ended March 31, 2024 to $1.2 million for the three months ended March 31, 2025. The decrease was primarily attributable to a decrease in interest expense as a result of a decrease in the amount outstanding under the Financing Agreement.
Liquidity and Capital Resources
We have historically generated negative cash flows from operations and have primarily financed our operations through private and public sales of equity securities and debt. In July 2024, we issued and sold an aggregate of 7.4 million shares of common stock at a price of $1.35 per share in a registered public offering. The aggregate net proceeds were approximately $8.6 million, after deducting offering costs of $0.8 million and underwriting discounts and commissions of $0.6 million. As of March 31, 2025, we had cash and cash equivalents of $6.1 million.
We expect operating losses to continue in the foreseeable future as we continue to invest in growing our business. Our primary uses of cash include operating costs such as product and technology expenses, marketing expenses, personnel expenses and other expenditures necessary to support our operations and our growth.
Pursuant to the requirements of FASB ASC Topic 205-40, Presentation of Financial Statements—Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management's plans that have not been fully implemented or are not within our control as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of management's plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
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As of March 31, 2025, we had cash and cash equivalents of approximately $6.1 million and accounts receivable of $5.5 million, and the amount outstanding under our debt obligations was $19.7 million, of which $19.5 million and $0.2 million related to the Financing Agreement and PPP Loan, respectively. Additionally, for the three months ended March 31, 2025, net loss was $4.9 million and net cash provided by operating activities was $1.4 million. The Company has historically experienced operating losses and expects operating losses to continue in the foreseeable future as it continues to invest in growing its business. Our ability to continue as a going concern is dependent on our ability to generate significant cash flows, obtain sufficient proceeds from any future offerings of securities, renegotiate the existing terms of the Financing Agreement, consummate strategic alternatives such as potential investments, strategic partnerships, sale, merger, or other strategic transactions involving our Company or our assets, and/or obtain alternative financing prior to the maturity of the Financing Agreement in August 2025. We expect operating losses to continue in the foreseeable future as we continue to invest in growing our business. To alleviate these conditions management is actively engaged in discussions to refinance the Financing Agreement.
As previously announced, our Board of Directors is conducting a review of strategic alternatives, including potential investments, strategic partnerships, sale, merger, or other strategic transactions involving our Company or our assets. The negative covenants under the Financing Agreement impose restrictions on our ability to incur indebtedness, grant liens, make investments, make acquisitions, declare and pay restricted payments, prepay junior or subordinated debt, sell assets, and enter into transactions with affiliates, in each case, subject to certain customary exceptions. There can be no assurance that any transaction or other strategic alternative will be available to us, approved by the Board of Directors and/or Retriever LLC (if required under the financing agreement), or otherwise consummated before the maturity of the PPP Loan and the Financing Agreement in August 2025, or at all, in which case Retriever LLC may seize or take possession of substantially all of our assets and the assets of our subsidiaries to satisfy our obligations under the Financing Agreement and our securities could be rendered worthless.
Due to our projected cash needs (which includes amounts due under the Financing Agreement) combined with our current liquidity level and history of net losses and cash used to fund operating activities, there is substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements.
Our future capital requirements and the adequacy of available funds will depend on many factors, including, but not limited to, our ability to grow our revenue and the impact of the factors described in Part II, Item 1A, Risk Factors, of this Quarterly Report and Part I, Item 1A, Risk Factors, of our 2024 10-K. We may seek additional equity or debt financing. See the section titled “Risk Factors—We will need to renegotiate the existing terms of the Financing Agreement, consummate strategic alternatives such as potential investments, strategic partnerships, sale, merger, or other strategic transactions involving our Company or our assets, and/or obtain alternative financing prior to the maturity of the Paycheck Protection Program loan and the Financing Agreement in August 2025, and we will not be able to continue as a going concern if we are unable to do so. Our ability to renegotiate the existing terms of the Financing Agreement, consummate a strategic transaction, and/or obtain alternative financing is limited by our outstanding debt obligations, the significant decline in our market capitalization, and the [pending] delisting of our securities from the Nasdaq Stock Market.” Risks Related to Our Operations—We may require additional capital to support business growth and this capital might not be available on acceptable terms, or at all” of this Quarterly Report.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
| Three Months Ended | ||||||||||||||
| March 31, 2025 | March 31, 2024 | |||||||||||||
(in thousands) | ||||||||||||||
| Net cash provided by (used in): | ||||||||||||||
Operating activities | $ | 1,407 | $ | 168 | ||||||||||
Investing activities | (396) | (305) | ||||||||||||
Financing activities | (518) | (5,583) | ||||||||||||
Net change in cash and cash equivalents | $ | 493 | $ | (5,720) | ||||||||||
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Changes in Cash Flows From Operating Activities
Net cash provided by operating activities for the three months ended March 31, 2025 was $1.4 million, an increase of $1.2 million from $0.2 million for the three months ended March 31, 2024. The increase was primarily due to $2.2 million of favorable changes in operating assets and liabilities, partially offset by a $1 million increase in net loss excluding non-cash and reconciling items disclosed within our condensed consolidated statement of cash flows. The $2.2 million of favorable changes in operating assets and liabilities was primarily driven by favorable changes in accounts receivable, prepaid expenses and other current assets, and deferred revenue, partially offset by unfavorable changes in accounts payable, accrued expenses and other current liabilities, and other non-current liabilities. The $1 million increase in net loss excluding non-cash and reconciling items was primarily driven by lower revenue, partially offset by lower costs and expenses and favorable changes in non-cash and reconciling items including stock-based compensation, loss on extinguishment of debt, and depreciation and amortization.
Changes in Cash Flows from Investing Activities
Net cash used in investing activities for the three months ended March 31, 2025 was $0.4 million, an increase of $0.1 million from $0.3 million for the three months ended March 31, 2024. The increase was driven by a $0.1 million increase in purchases of property and equipment.
Changes in Cash Flows from Financing Activities
Net cash used in financing activities for the three months ended March 31, 2025 was $0.5 million, a decrease of $5.1 million from $5.6 million for the three months ended March 31, 2024. The decrease was primarily due to a $4.8 million additional repayment of debt related to prepayments of $5.2 million of the Financing Agreement during 2024 (See Note 7, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report).
Paycheck Protection Program Loan
On August 5, 2020, the Company received loan proceeds of approximately $5.1 million from a financial institution pursuant to the Paycheck Protection Program established by the Coronavirus Aid, Relief, and Economic Security Act, of which $3.5 million was subsequently forgiven. The PPP Loan matures on August 5, 2025 and bears interest at a fixed rate of 1.00%. Principal and interest payments are payable monthly, and as of March 31, 2025, the amount outstanding under the PPP Loan was $0.2 million.
For additional information regarding the PPP Loan, refer to Note 7, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report.
Blue Torch Financing and Warrant Agreement
On August 9, 2022, we entered into a financing agreement and warrant agreement with Blue Torch, pursuant to which, among other things, Blue Torch agreed to extend an approximately $32.2 million senior secured term loan (the “Financing Agreement”). In April 2025, Blue Torch Finance, LLC assigned its rights and obligations under the Financing Agreement to Retriever LLC. The Financing Agreement is secured by a first priority security interest in substantially all assets of us and our subsidiaries.
For additional information regarding the Financing Agreement, refer to Note 7, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, as defined by applicable rules and regulations of the SEC, that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.
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Critical Accounting Policies and Estimates
U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the year. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses. Actual results could differ from those estimates.
There have been no material changes to our critical accounting policies since the 2024 10-K. For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the 2024 10-K.
JOBS Act Accounting Election
We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
New Accounting Pronouncements
See discussion under Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report for information on new accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Because there are inherent limitations in all control systems, a control system, no matter how well conceived and operated, can provide only reasonable, as opposed to absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective at a reasonable assurance level.
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Previously Reported Material Weaknesses in Internal Control over Financial Reporting
As previously disclosed in our 2024 10-K, in connection with the audit of our financial statements for the fiscal year ended December 31, 2024, we identified the following material weaknesses, which still exist as of March 31, 2025. 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. We identified a material weakness in our internal control over financial reporting related to insufficient resources needed to fully implement our internal control risk assessment process, evaluate the technical accounting aspects of certain material transactions and effectively design and implement certain process level controls. We also identified a material weakness regarding the risk assessment process related to information technology general controls and activities of service organizations, the design and implementation of logical access, segregation of duties and program change controls and certain process level controls related to information used in the execution of those controls that impact our financial reporting processes.
These material weaknesses resulted in immaterial misstatements of our consolidated financial statements for the years ended December 31, 2024 and 2023 and for quarterly periods in 2024 and 2023. Additionally, these material weaknesses could result in a misstatement of the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
Remediation Plan
We have implemented, or are in the process of implementing, measures designed to remediate the control deficiencies that led to the material weaknesses.
•We have hired finance and accounting personnel with the appropriate level of knowledge and experience to establish and maintain internal control over financial reporting.
•We have designed and implemented controls over our internal control risk assessment process to identify and assess risk and implement or enhance controls to mitigate those risks.
•We have redesigned and implemented our information technology (“IT”) general controls, including logical access controls and program change controls, and hired additional IT personnel.
•We have redesigned and implemented our controls related to the assessment of service organizations and segregation of duties.
•We designed and implemented control enhancements to evaluate the technical accounting aspects of material transactions.
•We designed and implemented control enhancements across certain business process-level controls, including the information used in the operation of the control.
•We engaged third-party consultants to assist management in evaluating the design and performing operating effectiveness testing of certain internal controls over financial reporting.
We will consider the material weaknesses to be remediated once the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. In addition, as we continue to monitor the effectiveness of our internal control over financial reporting, we may implement additional internal control changes as we deem necessary.
Changes in Internal Control over Financial Reporting
There were no 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) identified during the evaluation that occurred during our quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See discussion under Note 8, Commitments and Contingencies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report, which is incorporated herein by reference.
Item 1A. Risk Factors
We are supplementing the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of our 2024 10-K to include the following risk factor, which should be read in conjunction with the other risk factors presented in our 2024 10-K.
A definitive financing agreement with Blue Torch Finance LLC, which has been assumed by Retriever LLC, is secured by substantially all of our assets and the assets of our subsidiaries, and in the occurrence of an event of default, Retriever LLC may be able to foreclose on all or some of these assets which would materially harm our business, financial condition and results of operations.
We entered into a definitive financing agreement with Blue Torch Finance, LLC (“Blue Torch”) for a senior secured loan in the amount of $32.2 million (the “Financing Agreement”) in connection with the closing of the merger by and among Wag Labs, Inc. (“Legacy Wag!”), CHW Acquisition Corp., and CHW Merger Sub Inc., on August 9, 2022 (“Business Combination”). See Note 3, Business Combination with CHW, to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 24, 2025 for a further description of the Business Combination. In April 2025, Blue Torch assigned its rights and obligations under the Financing Agreement to Retriever LLC.
The Financing Agreement is secured by substantially all of our assets and the assets of our subsidiaries (collectively, the “Credit Parties”), including the Credit Parties’ intellectual property and equity interests in the Credit Parties’ subsidiaries, subject to customary exceptions. Additionally, pursuant to the Financing Agreement, if the Credit Parties default on their payment or performance obligations in respect of the loan or fail to maintain certain levels of minimum revenue and minimum liquidity, Retriever LLC will be able to foreclose on all or some of the Credit Parties’ assets that are collateral for the Financing Agreement, which would materially harm the Credit Parties’ business, financial condition and results of operations and our securities could be rendered worthless. In addition, the Financing Agreement includes cross-default or cross-acceleration provisions that could result in the loan being accelerated and/or terminated if an event of default or acceleration of maturity occurs under our Paycheck Protection Program loan (the “PPP Loan”). Our obligations under the PPP Loan and the Financing Agreement, in the amount of $0.2 million and $19.9 million, respectively, mature and are due in full on August 5, 2025 and August 9, 2025, respectively.
Because substantially all of the Credit Parties’ assets have been pledged to secure the Financing Agreement, the Credit Parties’ ability to incur additional secured or unsecured indebtedness or to sell or dispose of assets to raise capital requires the consent of Retriever LLC, which could have an adverse effect on the Credit Parties’ financial flexibility. For more information about these and other financing arrangements, see Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources, of this Quarterly Report on Form 10-K.
We will need to renegotiate the existing terms of the Financing Agreement, consummate strategic alternatives such as potential investments, strategic partnerships, sale, merger, or other strategic transactions involving our Company or our assets, and/or obtain alternative financing prior to the maturity of the PPP Loan and the Financing Agreement in August 2025, and we will not be able to continue as a going concern if we are unable to do so. Our ability to renegotiate the existing terms of the Financing Agreement, consummate a strategic transaction, and/or obtain alternative financing is limited by our outstanding debt obligations, the significant decline in our market capitalization, and the pending delisting of our securities from the Nasdaq Stock Market.
As of March 31, 2025, we had cash and cash equivalents of approximately $6.1 million and accounts receivable of $5.5 million, and the amount outstanding under our debt obligations was $19.7 million, of which $19.5 million and $0.2 million related to the Financing Agreement and PPP Loan, respectively. As a result of the April 2025 amendment to the Financing Agreement, the outstanding balance of the term loan increased from approximately $19.5 million to approximately $19.9 million, which is due on August 9, 2025. Additionally, for the three months ended March 31, 2025, net loss was $4.9 million and net cash provided by operating activities was $1.4 million. Due to our projected cash needs (which includes amounts due under the Financing Agreement) combined with our current liquidity level and history of net losses and cash used to fund operating activities, there is substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of the financial statements included in this Quarterly Report on Form 10-Q.
29
The Company’s ability to continue as a going concern is dependent on its ability to generate significant cash flows, obtain sufficient proceeds from any future offerings of securities, renegotiate the existing terms of the Financing Agreement, consummate strategic alternatives such as potential investments, strategic partnerships, sale, merger, or other strategic transactions involving our Company or our assets, and/or obtain alternative financing prior to the maturity of the Financing Agreement in August 2025. Our ability to renegotiate the existing terms of the Financing Agreement, consummate a strategic transaction, and/or obtain alternative financing is limited by our outstanding debt obligations, the significant decline in our market capitalization, and the pending delisting of our securities from the Nasdaq Stock Market (“Nasdaq”). As previously announced, our Board of Directors is conducting a review of strategic alternatives, including potential investments, strategic partnerships, sale, merger, or other strategic transactions involving our Company or our assets. The negative covenants under the Financing Agreement impose restrictions on our ability to incur indebtedness, grant liens, make investments, make acquisitions, declare and pay restricted payments, prepay junior or subordinated debt, sell assets, and enter into transactions with affiliates, in each case, subject to certain customary exceptions. There can be no assurance that any transaction or other strategic alternative will be available to us, approved by the Board of Directors and/or Retriever LLC (if required under the Financing Agreement), or otherwise consummated before the maturity of the Financing Agreement in August 2025, or at all, in which case Retriever LLC may seize or take possession of substantially all of our assets and the assets of our subsidiaries to satisfy our obligations under the Financing Agreement.
In addition, if we are able to continue operations, to grow our business and to effectively compete, we must have sufficient capital to continue to make significant investments in our platform. We will require additional funds to respond to business challenges, including the need to develop new platform features and services or enhance our existing platform, improve our operating infrastructure, or acquire complementary businesses and technologies. We evaluate financing opportunities from time to time and our ability to obtain financing will depend, among other things, on our development efforts, business plans, and operating performance and the condition of the capital markets at the time we seek financing. We cannot provide any assurance that we will be able to raise additional capital. If we are able to raise additional capital, we may not be able to obtain such financing on terms favorable to us. If we raise additional funds through future issuances of equity, equity-linked securities, or convertible debt securities, our existing stockholders could suffer significant dilution and any new securities we issue could have rights, preferences, and privileges superior to those of current equity investors. If we raise additional funds through the incurrence of indebtedness, then we may be subject to increased fixed payment obligations and could be subject to restrictive covenants, such as limitations on our ability to incur additional debt and other operating restrictions that could adversely impact our ability to conduct our business. Any additional future indebtedness we may incur may result in terms that could be unfavorable to our equity investors. In addition, our independent registered public accounting firm has included in its report an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The inclusion of this going concern explanatory paragraph may make it more difficult for us to secure financing on terms acceptable to us, if at all, and likely may adversely affect the terms of any financing that we may obtain. If we are unable to obtain adequate capital resources to fund our operations and/or refinance our existing indebtedness, we may be required to delay, scale back or eliminate some or all of our plan of operations, which would materially adversely affect our business, financial condition, and operating results.
We have failed to comply with the continued listing requirements of Nasdaq, our securities may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
On March 25, 2025, we received a written notice from the staff (the “Staff”) of the Listing Qualifications Department of Nasdaq notifying us that 180 calendar days had elapsed from when we were notified that the closing bid price for our common stock listed on the Nasdaq Global Market (the “Global Market”) was below $1.00 and no longer met the minimum bid price requirement for continued listing on the Global Market under Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The Staff also notified us that 180 calendar days had elapsed from when we were notified that our Market Value of Listed Securities (“MVLS”) was below the $50,000,000 required for continued listing on the Global Market (the “MVLS Requirement”) under Nasdaq Listing Rule 5450(b)(2)(A). The notification letter disclosed that we had not regained compliance with the Minimum Bid Price Requirement and the MVLS and our securities are now subject to delisting.
The notification letter stated that unless we requested an appeal of the determination, our securities will be scheduled for delisting at the opening of business on April 3, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove our securities from listing and registration on Nasdaq. On April 1, 2025, we appealed the Staff’s determination to a Hearings Panel (the “Panel”). The filing of the appeal stayed the suspension of our’ securities and the filing of the Form 25-NSE pending the Panel’s decision. The Panel hearing for the Company took place on May 8, 2025.
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There can be no assurance that the Company will be successful in its appeal or be granted further time to regain or maintain compliance with the applicable continued listing standards set forth in the Nasdaq Listing Rules.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)None.
(b)None.
(c)None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a)None.
(b)None.
(c)No officers, as defined in Rule 16a-1(f), or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”
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Item 6. Exhibits
(a)Exhibit Index:
| Exhibit Number | Incorporated by Reference | |||||||||||||||||||||||||
| Description | Form | Exhibit | Filing Date | |||||||||||||||||||||||
| 3.1 | 8-K | 3.1 | 5/29/2024 | |||||||||||||||||||||||
| 3.2 | 8-K | 3.2 | 8/15/2022 | |||||||||||||||||||||||
| 4.1 | S-4 | 4.1 | 9/2/2021 | |||||||||||||||||||||||
| 4.2 | S-1 | 4.2 | 9/14/2022 | |||||||||||||||||||||||
| 4.3 | S-1 | 4.3 | 9/14/2022 | |||||||||||||||||||||||
| 4.4 | 8-K | 10.6 | 2/3/2022 | |||||||||||||||||||||||
| 4.5 | 8-K | 10.2 | 8/15/2022 | |||||||||||||||||||||||
| 4.6 | 8-K | 10.3 | 2/3/2022 | |||||||||||||||||||||||
| 4.7 | 8-K | 10.4 | 2/3/2022 | |||||||||||||||||||||||
| 4.8 | 8-K | 10.5 | 2/3/2022 | |||||||||||||||||||||||
| 10.1# | S-1 | 10.16 | 9/14/2022 | |||||||||||||||||||||||
| 10.2# | S-1 | 10.17 | 9/14/2022 | |||||||||||||||||||||||
| 10.3# | S-1 | 10.18 | 9/14/2022 | |||||||||||||||||||||||
| 10.4# | S-1 | 10.19 | 9/14/2022 | |||||||||||||||||||||||
| 10.5# | S-1 | 10.15 | 9/14/2022 | |||||||||||||||||||||||
10.6# | 10-K | 10.6 | 3/20/2024 | |||||||||||||||||||||||
10.7# | 10-K | 10.7 | 3/20/2024 | |||||||||||||||||||||||
| 10.8# | S-8 | 99.2 | 12/1/2022 | |||||||||||||||||||||||
| 10.9# | S-1 | 10.14 | 9/14/2022 | |||||||||||||||||||||||
| 10.10# | S-1 | 10.13 | 9/14/2022 | |||||||||||||||||||||||
| 10.11# | S-1 | 10.12 | 9/14/2022 | |||||||||||||||||||||||
| 10.12† | 8-K | 10.6 | 8/15/2022 | |||||||||||||||||||||||
| 10.13† | 8-K | 10.8 | 8/15/2022 | |||||||||||||||||||||||
| 10.14† | 8-K | 10.7 | 8/15/2022 | |||||||||||||||||||||||
| 10.15 | 8-K | 1.1 | 7/17/2024 | |||||||||||||||||||||||
| 10.16 | 8-K | 10.1 | 4/9/2025 | |||||||||||||||||||||||
31.1* | ||||||||||||||||||||||||||
31.2* | ||||||||||||||||||||||||||
32.1** | ||||||||||||||||||||||||||
101.INS* | 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 | |||||||||||||||||||||||||
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101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||||||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||
* Filed herewith.
** Furnished herewith.
† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The Company agrees to furnish supplementally any omitted schedules to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WAG! GROUP CO. | ||||||||
| By: | /s/ GARRETT SMALLWOOD | |||||||
| Garrett Smallwood | ||||||||
| Chief Executive Officer and Chairman | ||||||||
| (Principal Executive Officer) | ||||||||
Date: May 12, 2025
| By: | /s/ ALEC DAVIDIAN | |||||||
| Alec Davidian | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
Date: May 12, 2025
34