MARKET WIRE NEWS

System1 Receives Notice of Non-Compliance with New York Stock Exchange Listing Rules

MWN-AI** Summary

System1, Inc. (NYSE: SST) recently announced that it received notification from the New York Stock Exchange (NYSE) regarding its non-compliance with listing rules. Specifically, the company has fallen short of Section 802.01B, which mandates that a listed company must maintain a market capitalization of at least $50 million over a 30 trading-day average. As of September 30, 2025, System1 also reported stockholder's equity below the required $50 million threshold.

The NYSE has provided System1 with an 18-month period to rectify these deficiencies. The company is expected to present a business plan that outlines its strategy to regain compliance within this timeframe, subject to NYSE approval. System1 plans to inform the NYSE by December 22, 2025, of its intention to submit this business plan by January 22, 2026. In the meantime, the company is evaluating all possible avenues to address the identified deficiencies.

System1 operates various prominent brands across several consumer sectors, including shopping, travel, and search. The company's advanced customer acquisition and marketing platform leverages AI and machine learning technologies, enabling it to deliver high-intent customers to its advertising partners effectively.

The press release also includes cautionary statements about forward-looking statements, emphasizing the inherent uncertainties involved in forecasting future outcomes related to the company's performance and strategic initiatives. Terms such as "anticipate," "estimate," and "expect" indicate these forward-looking statements, underscoring the potential risks involved.

For further information, interested parties are encouraged to visit System1's website or contact their investor relations team directly.

MWN-AI** Analysis

System1, Inc. (NYSE: SST) has recently faced a significant challenge, as it received a notice from the NYSE regarding non-compliance with listing rules related to market capitalization and stockholder’s equity. As of September 30, 2025, the company’s trading-day average market capitalization fell below the $50 million threshold, thus raising concerns about its financial health and viability as a publicly traded company. The NYSE has provided System1 an 18-month period to address and rectify these deficiencies, contingent upon approval of a comprehensive business plan.

Investors should approach System1 with caution. While the company operates various consumer brands leveraging advanced AI and machine learning for customer acquisition, the current financial metrics raise substantial doubts about its future performance. To regain compliance, System1 must not only formulate a convincing business plan but also execute it effectively. This entails demonstrating a path toward sustainable growth, increased revenue, and ultimately, an improved market capitalization.

Potential avenues for investors include monitoring System1’s ongoing communications regarding their business plan submission, expected by January 22, 2026. Investors should look for concrete steps outlined in this plan, such as potential mergers, restructuring, or capital raising initiatives that could enhance the company’s financial standing.

Furthermore, it may be prudent to keep an eye on broader trends in System1’s operational sectors, such as consumer spending and the effectiveness of digital marketing strategies, which could impact its revenue generation.

In summary, while there may be potential for recovery, the current state of System1 presents a high-risk profile. Investors should carefully weigh these risks against the company's business potential and remain vigilant in tracking its compliance efforts and operational performance.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Business Wire

System1, Inc. (NYSE: SST) ("System1" or the "Company"), today announced that it was notified by the New York Stock Exchange (the "NYSE") that it is currently not in compliance with Section 802.01B of the NYSE Listed Company Manual because its 30 trading-day average market capitalization was less than $50 million and its last reported stockholder’s equity as of September 30, 2025 was less than $50 million. The Company has a period of 18 months to cure the market capitalization and/or stockholder’s equity deficiencies, subject to NYSE’s approval of the Company’s business plan to demonstrate its ability to regain compliance with such deficiencies within the 18-month cure period.

The Company will notify the NYSE by December 22, 2025, that it intends to submit a business plan by January 22, 2026, to cure the market capitalization and/or stockholder’s equity deficiencies in order to return to compliance with the NYSE's continued listing standards. The Company intends to consider all available alternatives to cure the deficiencies identified by the NYSE.

About System1, Inc.

System1 operates several flagship brands across multiple consumer verticals, including shopping, travel and search, and a best-in-class customer acquisition and marketing platform powered by AI and machine learning. The Company's platform is omnichannel and omnivertical, delivering high-intent customers to its advertising partners to maximize their reach and effectiveness. For more information, visit www.system1.com .

Cautionary Statement Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251212418132/en/

Investors:
System1 Investor Relations
ir@system1.com

FAQ**

Considering the recent notice of non-compliance from the NYSE, what specific strategies will System1 Inc. Class A SST implement in the business plan to demonstrate its potential for regaining compliance within the 18-month period?

System1 Inc. Class A SST will focus on strengthening its financial position through cost reduction, enhancing revenue streams, improving operational efficiencies, and exploring strategic partnerships to ensure it meets NYSE compliance requirements within the 18-month deadline.

How does System1 Inc. Class A SST plan to leverage its AI and machine learning capabilities to enhance revenue and market capitalization following the NYSE's deficiency notification?

System1 Inc. Class A SST plans to leverage its AI and machine learning capabilities by optimizing digital advertising strategies and enhancing user engagement to drive revenue growth and improve market capitalization after addressing the NYSE's deficiency notification.

As the company evaluates alternatives to cure its deficiencies, will System1 Inc. Class A SST consider potential mergers, acquisitions, or partnerships to bolster its stockholder’s equity and market cap?

Yes, System1 Inc. Class A SST is likely to consider potential mergers, acquisitions, or partnerships as strategic options to enhance its stockholder equity and increase its market capitalization while addressing its deficiencies.

What metrics will System1 Inc. Class A SST use to measure the success of its strategies aimed at regaining compliance with NYSE listing standards within the specified timeframe?

System1 Inc. Class A SST will measure success through metrics such as stock price performance, market capitalization, compliance with minimum share price, overall trading volume, and adherence to corporate governance standards specified by the NYSE.

**MWN-AI FAQ is based on asking OpenAI questions about System1 Inc. Class A (NYSE: SST).

System1 Inc. Class A

NASDAQ: SST

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SST Stock Data

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