Grindr

None of the warning signs we check for were found.

We look for five warning signs: doubt it can keep going, weak checks on its own accounts, a notice that its past accounts can't be relied on, a change of auditor, and one customer bringing in a big share of sales. We don't check lawsuits, investigations or debt yet.

We checked the auditor's report, internal controls, restatement notices, auditor changes and big customers in the 10-K filed 2 Mar 2026, plus the 10-Q filed 7 Aug 2026 and 7 later 8-Ks.

• It carries a lot of debt: 8.4× its equity.

Whether the price already reflects the risks is what the deep dive is for.

• Compounded drug products offered through our platform are subject to extensive regulation, which may expose us to fines, penalties, seizures and injunctions under the Federal Food, Drug, and Cosmetic Act (FDCA) and its implementing regulations.

  Could happen

  Section 503A permits compounding by a licensed pharmacist or physician of a drug that is not “essentially a copy” of a commercially available FDA-approved drug based on the receipt of a valid prescription for an individual patient. 503A pharmacies are not subject to cGMP requirements. Compounding under 503A is primarily regulated by state pharmacy laws and regulations governing pharmacy operations. These laws and regulations often include specific requirements for compounding operations, including requirements for licensing of pharmacists, pharmacy technicians, and pharmacies; supervision and training; inspections; sterility assurance; and recordkeeping, among other requirements. Regulations are updated periodically, generally under the jurisdiction of individual state boards of pharmacy. Failure to comply with the state pharmacy regulations of a particular state could result in a pharmacy being prohibited from operating in that state, financial penalties and/or becoming subject to additional oversight from that state’s board of pharmacy. In addition, many states are considering imposing, or have already begun to impose, more stringent requirements on compounding operations. If insurance coverage or contractual indemnification we have is insufficient to satisfy claims made against us, the claims could have an adverse effect on our business and financial condition.

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• We have recently qualified as a “controlled company” within the meaning of the NYSE Rules, and, as a result, we may qualify for exemptions from certain corporate governance requirements.

  Could happen

  • we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

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• We increasingly use artificial intelligence and machine learning in our products, services, and operations in furtherance of our goal to become an AI-native company, which may result in operational and compliance challenges, legal liability, reputational concerns, cybersecurity risks, competitive risks, and regulatory concerns that could materially and adversely affect our business and results of operations.

  Could happen

  California has also enacted a Bot Disclosure Law, which regulates “companion chatbots” designed to provide human-like social interactions and imposing certain obligations on their operators, including annual reporting to the California Office of Suicide Prevention. If we introduce or otherwise operationalize the use of AI-powered chatbots, we could in the future be subject to additional governmental and regulatory investigations and inquiries relating to such use, and given the current unsettled nature of the legal and regulatory environment surrounding AI, our deployment of such AI-powered chatbots could subject us to further regulatory inquiries or actions, which could result in product restrictions, fines and penalties, equitable remedies, as well as litigation and reputational harm, any of which could seriously harm our business and require us to expend significant resources. In addition, the risks we face from a potential narrowing of Section 230 of the Communications Decency Act and similar protections outside the U.S. are exacerbated as we increasingly use AI/ML and other algorithmic approaches to suggest specific users that other users may be interested in connecting with. We have in the past and may in the future face lawsuits (including class action claims) and mass arbitration demands, regulatory inquiries, and other adverse actions seeking to hold us liable for harms suffered by a user as a result of online or physical interactions with other users with whom our other systems suggested that they consider connecting. See “ Risks Related to Regulation and Litigation-Illegal or inappropriate actions by our users or user-generated content could be attributed to us and damage our brand or reputation; subject us to regulatory inquiries, legal action, or other liabilities; or could result in us making changes to our products to mitigate litigation or regulatory risks, which, in turn, could materially adversely affect our business. ” and “— Online applications are subject to various laws and regulations relating to privacy and child protection, or online safety, which, if violated (or perceived to have been violated), could subject us to litigation or regulatory actions, or could reduce demand for our products and services from current and prospective adult users that value discretion, choose not to share their identity, or are unwilling or unable to validate that they are adults. ”

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• Expansion into the travel sector involves significant risks, including intense competition and potential liabilities and risks from strategic partnerships, which could negatively impact our financial performance and results of operations.

  Could happen

  We have launched, and intend to continue to launch, a number of products and features in our core product related to the travel sector, including the Roam and Explore features, and may also make investments in travel and luxury experiences as part of our gayborhood expansion initiatives. In addition, we may enter into strategic partnerships, joint ventures, or other collaborative arrangements with third parties operating in specialized segments of the travel and leisure industry. Such partnerships may involve significant capital commitments, revenue-sharing arrangements, or other financial obligations that could materially affect our results of operations.

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• In 2025, our two largest stockholders at that time, Mr. Zage, III and Mr. Lu, submitted a non-binding proposal to our Board of Directors to acquire all of the outstanding shares of the Company’s common stock, which they subsequently withdrew. Any future proposal to acquire all of our common stock could create significant uncertainty for our business, including disruption to our management and employees, and contribute to volatility in our stock price.

  Could happen

  On October 24, 2025, Mr. Zage and Mr. Lu (the “Proposing Shareholders”), who collectively beneficially owned more than 60% of our outstanding common stock as of October 24, 2025, submitted a non-binding proposal to our Board of Directors to acquire all of the outstanding shares of our common stock (a “Going Private Transaction”) for $18.00 per share. Our Board of Directors established a special committee comprised of disinterested and independent directors in response to interest expressed by the Proposing Shareholders in exploring the Going Private Transaction. On November 24, 2025, after an evaluation process that included consulting with its independent financial and legal advisors and seeking additional information from the Proposing Shareholders with respect to both the certainty of commitment and the amount of the their financing, the Special Committee announced they were ceasing engagement with the Proposing Shareholders regarding the proposed Going Private Transaction due to continued uncertainty as to financing, and the Proposing Shareholders subsequently withdrew their proposal. On February 26, 2026, we entered into a Cooperation Agreement with Mr. Zage, pursuant to which he agreed, among other things, to certain standstill restrictions for a period of 18 months from the date of the agreement, including not to effect, seek, or participate in any going-private or similar transaction involving the Company unless invited by the Board. The standstill provisions are temporary in nature and may expire or terminate in accordance with their terms, and they do not restrict other stockholders. Following the expiration or earlier termination of these restrictions, or if the Board were to invite a proposal during the standstill period, Mr. Zage could pursue a similar transaction.

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