pet-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 June 30, 2025

☐ 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: 001-40764

Wag! Group Co.

(Exact name of registrant as specified in its charter)


Delaware			88-3590180
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


2261 Market Street, Suite 86056 San Francisco, California(1)			94114(1)
(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

Common Stock, par value $0.0001 per share

PET

The Nasdaq Global Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

PETWW

The Nasdaq Global Market

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	☐
Non-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 51,487,598 shares of common stock outstanding as of July 31, 2025.

TABLE OF CONTENTS


		Page Number
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Unaudited Condensed Consolidated Balance Sheets	4
	Unaudited Condensed Consolidated Statements of Operations	5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	6
	Unaudited Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signatures	37


	June 30, 2025		December 31, 2024
	(in thousands, except par value amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	2,669	$	5,630
Accounts receivable, net	5,534		6,580
Prepaid expenses and other current assets	2,709		2,855
Total current assets	10,912		15,065
Property and equipment, net	2,528		2,172
Operating lease right-of-use assets	500		737
Intangible assets, net	5,674		6,766
Goodwill	4,646		4,646
Other assets	142		52
Total assets	$	24,402	$	29,438
LIABILITIES AND STOCKHOLDERS’ DEFICIT

Accounts payable	$	4,513	$	6,169
Accrued expenses and other current liabilities	3,216		2,496
Deferred revenue	4,768		1,432

Operating lease liabilities – current portion	303		406
Notes payable, net of debt discount and warrant allocation of $376 and $1,267 as of June 30, 2025 and December 31, 2024, respectively	19,223		18,960
Total current liabilities	32,023		29,463
Operating lease liabilities – non-current portion	387		464


Total liabilities	32,410		29,927
Commitments and contingencies (Note 8)
Stockholders’ deficit:
Common stock, $0.0001 par value; 110,000 shares authorized as of both June 30, 2025 and December 31, 2024; 51,368 and 50,261 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	4		4
Additional paid-in capital	182,325		178,809
Accumulated deficit	(190,337)		(179,302)
Total stockholders’ deficit	(8,008)		(489)
Total liabilities and stockholders’ deficit	$	24,402	$	29,438


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
	(in thousands, except per share amounts)
Revenues	$	16,720	$	18,651	$	31,885	$	41,870
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)	1,281		1,158		2,722		2,728
Platform operations and support	2,276		2,714		4,797		5,674
Sales and marketing	12,403		11,037		22,780		26,692

General and administrative	4,617		3,809		8,575		8,048
Depreciation and amortization	751		580		1,395		1,158
Total costs and expenses	21,328		19,298		40,269		44,300
Interest expense	1,578		1,597		2,760		3,482
Interest income	(96)		(75)		(123)		(227)
Loss on extinguishment of debt	—		—		—		726
Other income, net	(5)		—		(5)		—

Loss before income taxes	(6,085)		(2,169)		(11,016)		(6,411)
Income taxes	60		82		19		81

Net loss	$	(6,145)	$	(2,251)	$	(11,035)	$	(6,492)
Loss per share, basic and diluted	$	(0.12)	$	(0.06)	$	(0.22)	$	(0.16)
Weighted-average common shares outstanding used in computing loss per share, basic and diluted	50,798		40,914		50,768		40,496


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Deficit
	Shares	Amount
	(in thousands)
Balance as of December 31, 2024	50,261	$	4	$	178,809	$	(179,302)	$	(489)
Issuance of common stock from exercise of stock options and vesting of restricted stock units	473	—		1		—		1

Stock-based compensation	—	—		1,909		—		1,909
Net loss	—	—		—		(4,890)		(4,890)
Balance as of March 31, 2025	50,734	4		180,719		(184,192)		(3,469)
Issuance of common stock from exercise of stock options and vesting of restricted stock units	1,124	—		—		—		—
Net share settlement for tax withholding on vesting of restricted stock units	(490)			(68)				(68)
Stock-based compensation	—	—		1,674		—		1,674
Net loss	—	—		—		(6,145)		(6,145)
Balance as of June 30, 2025	51,368	4		182,325		(190,337)		(8,008)


	June 30, 2025
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	1,630	$	—	$	—	$	1,630

Total assets at fair value	$	1,630	$	—	$	—	$	1,630


	December 31, 2024
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	2,256	$	—	$	—	$	2,256

Total assets at fair value	$	2,256	$	—	$	—	$	2,256


	June 30, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
Finite-lived intangible assets:
Customer relationships and licenses	$	7,686	$	(3,246)	$	4,440
Media brand	1,250		(990)		260
Developed technology	1,073		(859)		214
Trademarks	1,052		(469)		583

Total finite-lived intangible assets	11,061		(5,564)		5,497
Indefinite-lived intangible assets	177		—		177
Total intangible assets	$	11,238	$	(5,564)	$	5,674


	Amount
	(in thousands)
2025	$	19,599

Total principal payments	$	19,599

SEC Form 10-Q filed by Wag! Group Co.