Leafly (LFLY) FY 2025 Annual General Meeting June 11, 2025 12:00 PM ET Speaker0 Hello, and welcome to Leafly's twenty twenty five Annual Meeting of Stockholders. I'm Jeff Monat, Chairman of the Board of Leafly, and I will serve as Chair of this meeting, which I now call to order. I am joined by Yoko Miyashita, our CEO and secretary and member of the board Peter Lee, our president, COO, and member of the board Andres Manetti, member of the board Suresh Krishnaswamy, our CFO and Allison Pear, our outside coun ...

Table of Contents ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39119 Leafly Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Indicate by check mark w ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 10-K _____________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ (Address of principal executive offices) (Zip Code) (206) 455-9504 (Regist ...

Group 1 - The article discusses an investigation initiated by Levi & Korsinsky, LLP into Leafly Holdings Inc, focusing on potential violations of securities laws [1] - The investigation aims to determine whether Leafly Holdings Inc misled investors regarding its business operations and financial performance [1] - The firm is encouraging investors who suffered losses to contact them for further information and potential legal action [1]

SHAREHOLDER ALERT: Levi & Korsinsky, LLP Notifies Shareholders of an Investigation into Leafly Holdings Inc ...

Revenue Performance - Revenue for the three months ended September 30, 2024, was $8.353 million, a decrease of 21% compared to $10.583 million for the same period in 2023[10]. - Revenue for the three months ended September 30, 2024, was $8,353 million, a decrease of 21.6% compared to $10,583,000 for the same period in 2023[84]. - Retail segment revenue for the three months ended September 30, 2024, was $7,378,000, down 20.4% from $9,266,000 in the prior year[84]. - Revenue from advertising for the nine months ended September 30, 2024, was $25,637 million, down 20.06% from $32,126 million for the same period in 2023[44]. - Brands revenue decreased by 26% to $975 million for the three months ended September 30, 2024, compared to $1,317 million in 2023, primarily due to reduced spending by brand customers[102]. Financial Performance - Gross profit for the three months ended September 30, 2024, was $7.449 million, down from $9.420 million in the same period last year, reflecting a gross margin decline[10]. - The net loss for the three months ended September 30, 2024, was $1.139 million, compared to a net loss of $2.210 million for the same period in 2023, indicating an improvement in financial performance[10]. - Net loss for the nine months ended September 30, 2024, was $4.801 million, compared to a net loss of $9.043 million for the same period in 2023, indicating a significant improvement[16]. - The company reported a basic net loss per share of $0.46 for the three months ended September 30, 2024, compared to a loss of $1.10 per share in the same period last year[11]. - EBITDA for the three months ended September 30, 2024, was $(132), an improvement from $(1,214) for the same period in 2023, reflecting operational efficiency gains[121]. Cash and Liquidity - Cash and cash equivalents as of September 30, 2024, were $13.567 million, down from $15.293 million at December 31, 2023[8]. - Cash, cash equivalents, and restricted cash totaled $13,815 as of September 30, 2024, down from $15,544 as of December 31, 2023[122]. - Cash used in operating activities for the nine months ended September 30, 2024, was $316 thousand, a substantial decrease from $9.638 million in the prior year[16]. - The company may need to raise additional funds to meet liquidity needs, which could involve dilutive equity financing or debt refinancing[128]. - The company has an accumulated deficit of $78,999 million as of September 30, 2024, compared to $74,198 million at December 31, 2023, indicating ongoing financial challenges[130]. Operating Expenses - Total operating expenses for the three months ended September 30, 2024, were $7.996 million, a reduction of 26% from $10.895 million in the prior year[10]. - Total operating expenses for the three months ended September 30, 2024, were $7,996 million, down 27% from $10,895 million in 2023, reflecting reductions in sales and marketing, product development, and general administrative costs[108]. - Total stock-based compensation expense for the nine months ended September 30, 2024, was $1.629 million, down from $2.235 million in 2023[16]. - General and administrative expenses decreased by $2,157 for the three months ended September 30, 2024, compared to the same period in 2023, driven by a $905 decrease in bad debts expense and a $585 decrease in compensation costs[113]. Debt and Compliance - The company has substantial doubt regarding its ability to continue as a going concern due to the inability to repay convertible notes due in January 2025[7]. - The company does not currently meet any of the Continued Listing Standards under Nasdaq Listing Rule 5550, which includes a minimum stockholders' equity of $2.5 million and a market value of listed securities of $35 million[57]. - The Company was out of compliance with Nasdaq Listing Rule 5605(c)(2)(A) from January 1, 2024, until March 25, 2024, but regained compliance on April 1, 2024[56]. - The company submitted a proposed plan of compliance to Nasdaq on May 24, 2024, but received a plan denial and delisting determination letter on October 4, 2024[58]. - The company has incurred operating losses since inception and cannot meet its debt maturity obligations without significant capital infusion or refinancing[130]. Restructuring and Cost-Saving Measures - The company implemented restructuring plans in Q1 2023, which reduced its labor force and significantly decreased costs compared to fiscal year 2022[20]. - Leafly's total employees declined from 131 to 119 during the nine months ended September 30, 2024, as part of its cost-saving measures[20]. - The company is exploring financing and strategic opportunities to maximize stakeholder value, indicating a focus on future growth[130]. Customer and Market Dynamics - Ending retail accounts decreased by 20% year-over-year to 3,554 as of September 30, 2024, down from 4,466 in 2023, primarily due to customer budget constraints and the removal of nonpaying customers[96]. - Retailer Average Revenue Per Account (ARPA) increased by 8% year-over-year to $695 for the three months ended September 30, 2024, compared to $644 in the same period of 2023[97]. - The decrease in retail revenues was primarily attributed to a $870 million decrease in subscription revenue and a $979 million decrease in digital display ads for the three months ended September 30, 2024[101]. Stock and Equity - The company raised $908 thousand from the sale of stock via an ATM offering during the nine months ended September 30, 2024[16]. - A one-for-twenty reverse stock split was implemented on September 12, 2023, affecting the comparative analysis of share prices and counts[22]. - As of September 30, 2024, there were 7,105,772 public warrants outstanding to purchase an aggregate of 355,288 shares of common stock at an exercise price of $230.00 per whole share[66]. - As of September 30, 2024, there were 3,345,215 Private Warrants outstanding, allowing the purchase of an aggregate of 167,260 shares of common stock[67]. - The Company executed a Second Conversion Notice on May 7, 2024, adjusting the conversion price of the 2022 Notes to $2.8405, which is 5% less than the last reported sale price[53].

Exhibit 99.1 Leaflv. Leafly Holdings, Inc. Reports Third Quarter 2024 Financial Results Delivered Q3 2024 revenue of $8.4 million Reported net loss of $1.1 million and adjusted EBITDA 1 of $0.4 million SEATTLE--(BUSINESS WIRE)-- November 7, 2024 --Leafly Holdings, Inc. ("Leafly" or "the Company") (NASDAQ: LFLY), a leading online cannabis discovery marketplace and resource for cannabis consumers, today announced financial results for its third quarter ended September 30, 2024. "With two consecutive quarters ...

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Leafly Holdings, Inc. (NASDAQ:LFLY) Q2 2024 Earnings Call August 8, 2024 4:30 PM ET Company Participants Yoko Miyashita - Chief Executive Officer Suresh Krishnaswamy - Chief Financial Officer Peter Lee - President and Chief Operating Officer Operator Hello and welcome to the Leafly Second Quarter 2024 Earnings Call. My name is Natasha and I will be coordinating your call today. I now have the pleasure of handing you over to your host, Eileen [indiscernible] to begin. Eileen, please go ahead. Unidentified Co ...

Financial Performance - Revenue for the three months ended June 30, 2024, was $8.722 million, a decrease of 18.3% compared to $10.675 million for the same period in 2023[10]. - Gross profit for the six months ended June 30, 2024, was $15.835 million, down 18.1% from $19.340 million for the same period in 2023[10]. - Operating expenses for the three months ended June 30, 2024, totaled $8.409 million, a reduction of 17.4% compared to $10.188 million for the same period in 2023[10]. - Net loss for the three months ended June 30, 2024, was $1.275 million, compared to a net loss of $1.436 million for the same period in 2023[10]. - For the six months ended June 30, 2024, Leafly reported a net loss of $3.66 million, compared to a net loss of $6.83 million for the same period in 2023, indicating a 46.5% improvement in losses year-over-year[17]. - The company reported a basic net loss per share of $0.55 for the three months ended June 30, 2024, compared to a loss of $0.73 for the same period in 2023[10]. - Total gross profit for the six months ended June 30, 2024, was $15,835,000, a decline of 18.0% from $19,340,000 for the same period in 2023[92]. - The company reported a net loss of $1,275,000 for the three months ended June 30, 2024, compared to a net loss of $1,436,000 for the same period in 2023[102]. - Basic net loss per share for the three months ended June 30, 2024, was $(0.55), an improvement from $(0.73) in the same period of 2023[102]. Assets and Liabilities - Total current assets decreased to $17.790 million as of June 30, 2024, from $19.002 million as of December 31, 2023[8]. - Total liabilities increased to $35.200 million as of June 30, 2024, compared to $34.293 million as of December 31, 2023[8]. - Cash and cash equivalents decreased to $13.573 million as of June 30, 2024, from $15.293 million as of December 31, 2023[8]. - The company’s accumulated deficit increased to $77.860 million as of June 30, 2024, from $74.198 million as of December 31, 2023[8]. - The total stockholders' deficit at June 30, 2024, was $14.66 million, an increase from $11.88 million at June 30, 2023, reflecting ongoing financial challenges[14]. - Leafly's cash, cash equivalents, and restricted cash decreased from $25.2 million at the beginning of 2023 to $13.82 million at the end of June 2024, a decline of 45.2%[17]. - The company has convertible promissory notes totaling $29.080 million due in January 2025, raising substantial doubt about its ability to continue as a going concern[7]. - The company has $29,425,000 of 2022 Notes maturing on January 31, 2025, and based on current liquidity, it would not be able to repay these notes when due[23]. Cash Flow and Expenses - Cash used in operating activities for the six months ended June 30, 2024, was $454,000, significantly reduced from $9.82 million in the same period of 2023, showing improved cash flow management[17]. - The company recorded stock-based compensation expenses of $1.2 million for the six months ended June 30, 2024, slightly down from $1.24 million in the prior year[17]. - The company recognized total depreciation and amortization expense of $323,000 for the three months ended June 30, 2024, compared to $226,000 for the same period in 2023, an increase of approximately 43.0%[38]. - Total cost of sales for the six months ended June 30, 2024, was $1,935,000, down 25.0% from $2,584,000 for the same period in 2023[92]. Revenue Breakdown - Revenue from advertising for the three months ended June 30, 2024, was $8,539 million, down 19.1% from $10,554 million in the prior year[43]. - Revenue from other services increased to $183 million for the three months ended June 30, 2024, compared to $121 million in the same period last year[43]. - Revenue from the United States for the three months ended June 30, 2024, was $8,414 million, a decrease of 17.9% from $10,253 million in the prior year[44]. - Revenue recognized over time for retail services was $7,341 million for the three months ended June 30, 2024, down from $8,840 million in the same period last year[46]. - Retail segment revenue decreased to $7,341,000 for the three months ended June 30, 2024, down 17.0% from $8,840,000 in the prior year[92]. Stock and Equity - Leafly's total common shares outstanding increased from 2,163,766 at January 1, 2023, to 2,619,047 at June 30, 2024, representing a 21% increase in shares[14]. - Leafly entered into an Equity Distribution Agreement on June 27, 2024, allowing the sale of up to $2.519 million in common stock through an at-the-market offering[62]. - No sales were made under the ATM Offering through June 30, 2024, but 40,000 common shares were sold for net proceeds of $96 after that date[64]. - Leafly stockholders were granted contingent rights to receive up to 271,454 shares of common stock if certain earn-out conditions are met before the third anniversary of the Business Combination[65]. - As of June 30, 2024, there were 7,105,772 public warrants outstanding, each entitling the holder to purchase 0.05 shares of common stock at an exercise price of $230.00[67]. - The Company may redeem public warrants at a price of $0.20 per warrant if the common stock price exceeds $360.00 for 20 trading days within a 30-day period[70]. - A reverse stock split of 1-for-20 was approved on July 12, 2023, and became effective on September 12, 2023, resulting in the issuance of 34,192 shares[59]. - As of June 30, 2024, Leafly had 200 million authorized shares of common stock and 5 million authorized shares of preferred stock[60]. Compliance and Regulatory Issues - The company regained compliance with Nasdaq's Audit Committee Rule on April 1, 2024, after appointing two new independent directors[54]. - The company received a notice from Nasdaq regarding noncompliance with Listing Rule 5550, indicating ongoing regulatory challenges[55]. - Leafly's stockholders' equity must exceed $2.5 million to comply with Nasdaq's Stockholders' Equity standard[57]. - The total market value of Leafly's listed securities must be $35 million or more for at least ten consecutive business days to meet Nasdaq's Market Value of Listed Securities standard[57]. Strategic Initiatives - The company implemented restructuring plans in Q1 2023, which reduced its labor force and significantly decreased costs compared to fiscal year 2022, with full-year impact expected in 2024[23]. - The company engaged advisors in Q2 2024 to explore financing and strategic opportunities to maximize shareholder value[23]. - Leafly's business combination with Merida Merger Corp. I was completed on February 4, 2022, allowing for a strategic repositioning in the market[19]. Miscellaneous - The company is classified as an emerging growth company (EGC) and has elected to delay adopting new accounting standards until they apply to private companies[29]. - The company has three wholly-owned subsidiaries, enhancing its operational footprint in the cannabis marketplace[18]. - The company has not performed an IRC Section 382 study as of December 31, 2023, due to its full valuation allowance[96].