secwatch / observer

System1, Inc. — fact timeline

Source-grounded facts extracted from System1, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

SST System1, Inc. JSON
Debt Financings

System1, Inc. incurred term loan of $150.0 million with Participating Lenders at SOFR + 5.00% maturing January 2031.

“specified in the Exchange Agreement on the terms and subject to the conditions set forth therein. The consideration under the Exchange Agreement consists of (i) a new $150.0 million term loan facility held by the Participating Lenders (the “Priority Term Loans”), (ii) the issuance of 39,250 shares of Series A Cumulative Convertible Preferred Stock (the”
Listing & Compliance Notices

System1, Inc. received a nyse deficiency notice notice regarding market value (rules 802.01B).

“December 8, 2025 System1, Inc. (the "Company") received a letter from the New York Stock Exchange (the "NYSE") notifying the Company that it is currently not in compliance with Section 802.01B of the NYSE Listed Company Manual because as of December 5, 2025, the Company’s 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 bus”
Governance Changes

System1, Inc.: Approved a 1-for-10 reverse stock split of Class A and Class C common stock via a certificate of amendment to the Certificate of Incorporation (effective 2025-06-12).

“the board of directors of the Company (the “Board”), after approval by a vote of security holders at the 2025 Annual Meeting as discussed under Item 5.07 of Company’s Current Report on Form 8-K filed June 10, 2025, approved a 1-for-10 reverse stock split (the “Reverse Stock Split”) of all issued and outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class C common stock, par value $0.0001 per share (“Class C Common Stock” and, together with Class A Common Stock, “Common Stock”). The Company filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company expects that its Class A Common Stock will begin trading on a split-adjusted basis at market open on June 12, 2025”

Jennifer Prince resigned as Director at System1, Inc..

“On April 15, 2025,Dexter Fowler and Jennifer Prince notified the Board of Directors (the “Board”) of System1, Inc. (the “Company”) of their respective resignation from the Board, effective as of the close of business on April 15, 2025.”

Dexter Fowler resigned as Director at System1, Inc..

“On April 15, 2025,Dexter Fowler and Jennifer Prince notified the Board of Directors (the “Board”) of System1, Inc. (the “Company”) of their respective resignation from the Board, effective as of the close of business on April 15, 2025.”
Listing & Compliance Notices

System1, Inc. received a nyse noncompliance notice notice regarding minimum bid price (rules 802.01C).

“January 6, 2025 System1, Inc. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price”
Earnings Releases

System1, Inc. reported for its quarter ended March 31, 2024 results: revenue $84.9 Million, net income $14 Million.

“System1 Announces First Quarter 2024 Financial Results All Key Financial Results Above the High-End of Guidance Range • Revenue Decreased $11.2 Million Over Prior Quarter to $84.9 Million • Gross Profit Decreased 25% Over Prior Quarter to $18.6 Million • Adjusted Gross Profit Decreased 17% Over Prior Quarter to $31.2 Million • GAAP Net Loss Decreased 46% Over Prior Quarter to $14 Million”

Charles Ursini was appointed as President and Chief Operating Officer at System1, Inc..

“On April 23, 2024, the Board of Directors (the “Board”) of System, Inc. (the “Company”) appointed Charles Ursini, who was recently appointed to serve as a Class II director, as the Company’s President and Chief Operating Officer, in addition to continuing to serve on the Company’s Board.”

Ryan Caswell was appointed as Director at System1, Inc..

“On April 10, 2024, the Board of Directors (the “Board”) of System, Inc. (the “Company”) appointed Charles Ursini to serve as a Class II director and Ryan Caswell to serve as a Class III director of the Board.”

Charles Ursini was appointed as Director at System1, Inc..

“On April 10, 2024, the Board of Directors (the “Board”) of System, Inc. (the “Company”) appointed Charles Ursini to serve as a Class II director and Ryan Caswell to serve as a Class III director of the Board.”
Earnings Releases

System1, Inc. reported the quarter and year ended December 31, 2023 results: revenue $96.1 million, net income $25 million.

“Full Year 2023 Financial Results All Key Financial Results Above the High-End of Guidance Range Fourth Quarter Financial Highlights: • Revenue Increased 9% Over Prior Quarter to $96.1 million • Gross Profit Increased 1% Over Prior Quarter to $25 million • Adjusted Gross Profit Increased 1% Over Prior Quarter to $37.5 million • GAAP Net Loss Decreased 2% Over Prior”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.