20-F: MMA.INC Reports Wider FY25 Loss Amid Strategic Growth, Going Concern Doubts

Mixed Martial Arts Group Limited reported a significant increase in its net loss for fiscal year 2025, driven by higher operating expenses and non-cash charges, despite revenue growth and strategic acquisitions, leading auditors to raise substantial doubt about its ability to continue as a going concern.

Summary

• Net loss after tax increased by 81% to A$26,016,967 in fiscal year 2025, compared to A$14,408,346 in fiscal year 2024.
• Net cash outflow from operations improved slightly to A$8,307,183 in fiscal year 2025, from A$9,330,767 in fiscal year 2024.
• Cash balance decreased to A$2,084,674 as of June 30, 2025, from A$3,544,837 on June 30, 2024.
• The company shifted to a net liability position of A$1,381,647 at June 30, 2025, from a net asset position of A$2,558,544 on June 30, 2024.
• Revenue from Program Fees increased by 70% to A$1,578,287 in fiscal year 2025, driven by the UFC Gym Partnership and Warrior Training Programs.
• SaaS revenue of A$289,660 was introduced for the first time in fiscal year 2025, following the acquisitions of BJJLink and Hype.
• Non-cash expenses, including Share Based Payments, Fair Value Movement in Financial Liability, and Depreciation and Amortization, totaled A$11,643,113 in fiscal year 2025.
• Auditors included an explanatory paragraph in their report, raising substantial doubt about the company's ability to continue as a going concern.
• Successfully completed a US$5.0 million underwritten public offering in June 2025 and a US$1,815,451 private placement in November 2024.
• Acquired BJJLink in December 2024 for up to US$13 million, comprising US$3 million in fixed payments and up to US$10 million in earn-outs.
• Appointed Conor McGregor as Global Ambassador and Donald Trump Jr. as Strategic Advisor.
• Developing a blockchain and AI-powered rewards platform, with utility token deployment on the Solana testnet commenced in October 2025.

Sentiment

Score: 3

Explanation: While the company is actively pursuing strategic growth initiatives, including acquisitions and new technology development, its financial performance shows significant deterioration with a widening net loss, decreasing cash, and a shift to a net liability position. The auditor's going concern warning highlights severe financial challenges and high operational risk, overshadowing the positive strategic developments. The reliance on future capital raises and identified internal control weaknesses further contribute to a negative sentiment regarding immediate financial stability.

Positives

• Net cash outflow from operations improved by A$1,023,584, decreasing from A$9,330,767 in FY2024 to A$8,307,183 in FY2025.
• Revenue from Program Fees increased by 70% (A$648,968) to A$1,578,287 in FY2025, driven by the UFC Gym Partnership and Warrior Training Programs.
• SaaS revenue of A$289,660 was introduced in FY2025 through the BJJLink and Hype acquisitions, indicating new growth streams.
• Other income increased by 162% (A$275,792) to A$445,797 in FY2025, primarily due to a A$249,747 R&D grant.
• Successfully completed a US$5.0 million underwritten public offering in June 2025 and a US$1,815,451 private placement in November 2024, demonstrating access to capital markets.
• Strategic acquisitions (BJJLink, Hype) and partnerships (UFC Gym Group) are expanding the company's ecosystem and market reach.
• Appointment of high-profile individuals like Conor McGregor (Global Ambassador) and Donald Trump Jr. (Strategic Advisor) is expected to enhance brand promotion and strategic alliances.
• Development of a blockchain and AI-powered rewards platform ('Get Paid to Train') aims to enhance community engagement and monetization.
• Strong support from key investors and strategic advisors, including Mark Mastrov and Adam Sedlack, provides industry expertise and networking advantages.

Negatives

• Net loss after tax increased significantly by 81% to A$26,016,967 in FY2025 from A$14,408,346 in FY2024.
• Cash balance decreased to A$2,084,674 as of June 30, 2025, from A$3,544,837 on June 30, 2024.
• The company shifted from a net asset position of A$2,558,544 in FY2024 to a net liability position of A$1,381,647 at June 30, 2025.
• Auditors included an explanatory paragraph in their report, raising substantial doubt about the company's ability to continue as a going concern.
• Share Based Payments expense increased by 115% to A$9,716,016 in FY2025 from A$4,521,598 in FY2024.
• Investor Relations and corporate advisory expenses surged by 2877% to A$4,780,451 in FY2025, including a A$3.1 million one-off expense related to the F1 offering.
• Listing and Compliance expenses increased by 151% to A$1,758,214 in FY2025 due to higher accounting, legal, and audit services fees associated with being a public company.
• Identified material weaknesses in internal controls over financial reporting, including a lack of a formally implemented system, limited documentation, insufficient resources, and segregation-of-duties conflicts.
• The company relies on substantial additional capital to fund operations, with no assurance that such funding will be available on acceptable terms or without substantial dilution to shareholders.
• No dividends are expected to be paid for the foreseeable future, meaning shareholder returns will depend on share-price appreciation.

Risks

• Substantial additional capital is required to fund operations; financing may not be available on acceptable terms (or at all), which could dilute shareholders and constrain the business.
• The company has a history of losses and expects operating expenses to increase; it may not achieve or maintain profitability.
• There is substantial doubt about the company's ability to continue as a going concern, as highlighted by the explanatory paragraph in the auditors report.
• Results are sensitive to discretionary consumer spending and broader macroeconomic conditions; a downturn or reduced consumer demand could materially affect the business.
• Changes in consumer tastes and trends in martial arts/fitness and content distribution could reduce demand for services and offerings.
• Heavy reliance on technology (information systems, content distribution, and payments); outages, breakdowns, or cyber incidents could disrupt operations, harm reputation, and trigger regulatory obligations and costs.
• A breach or unauthorized disclosure of client/customer data or attacks such as ransomware, phishing, denial-of-service could lead to litigation, fines, and loss of business.
• As a forum/media platform operator, the company faces risks from unlawful or inappropriate user-generated content and potential misuse of its platform, which can result in regulatory actions, litigation, and brand harm.
• Negative social-media activity can rapidly damage reputation and business and may expose the company to penalties if related laws are breached.
• Brand and intellectual property are critical assets; infringement claims, inability to police or protect rights (especially in some foreign jurisdictions), or third-party misuse could harm competitive position and results.
• Dependence on partner gyms and key commercial relationships; their actions are outside control, and termination/non-renewal, poor execution, or disputes may damage brand and financial performance.
• The business model depends on attracting and retaining gym members; attrition, pricing pressure, or ineffective marketing by the company or partners could adversely affect revenues.
• Expansion and growth (including adding partner gyms) place strains on management, systems, and controls; failure to scale effectively could harm performance.
• Significant competition from multiple fitness and entertainment formats, including at-home/digital offerings.
• Operating internationally exposes the company to political, regulatory, operational, tax, and infrastructure risks, and challenges enforcing IP; these may restrict operations or increase costs.
• Exchange-rate movements can cause fluctuations in reported results.
• Complex global tax requirements; permanent establishment, transfer pricing, and withholding/excise obligations could create additional liabilities.
• Inability to recruit and retain key executives, coaches, and professional fighters could suffer operating efficiency and growth plans.
• Acceptance of ACH/credit/debit payments carries risks; fee increases, software failures, fraud, or loss of processing capabilities could reduce revenue and harm operations.
• MMA Final Fight Night events are subject to regulation by government bodies and state athletic commissions; non-compliance could lead to sanctions or suspension.
• Planned crypto/Web3 initiatives face volatile asset prices and evolving, potentially restrictive regulation, which may limit adoption and adversely affect the business.
• As a newly listed, foreign private issuer, the company incurs higher compliance costs and relies on certain home-country governance practices; inability to meet U.S. public-company requirements (including internal control requirements) could result in sanctions, litigation, or delisting.
• Share price may be volatile due to performance, market conditions, analyst coverage, regulatory changes, and sales by major holders; investors could lose part or all of their investment.
• No dividends are expected to be paid for the foreseeable future; returns to shareholders may depend on share-price appreciation.
• The company could become subject to the auditor attestation requirement under the Sarbanes-Oxley Act even with little or no revenue, imposing significant cost and administrative burden.
• Failure to establish and maintain proper internal controls could impair the ability to produce accurate financial statements or comply with applicable regulations.
• Loss of foreign private issuer status would require compliance with the Exchange Act's domestic reporting regime and incur additional legal, accounting, and other expenses.
• The company's Constitution and Australian laws and regulations may adversely affect its ability to take actions beneficial to shareholders.
• Australian courts may not hear claims that are predicated upon U.S. securities laws.
• Anti-takeover provisions in the Constitution and the right to issue preference shares could make a third-party acquisition difficult.
• Use of AI entails risks, including model errors or bias, data privacy and IP concerns, dependence on third-party providers, regulatory changes, and cost variability.

Future Outlook

The company expects operating expenses to increase as it grows its business, expands sales and marketing efforts, invests in research and development, and broadens its operating infrastructure and content offerings. It plans to launch a Community and Fan platform in 2026, aiming to unify the global martial arts community and convert 700 million fans into participants. Revenue is anticipated to become more recurring and predictable through branded partnerships like UFC Gym, enabling additional monetization channels such as e-commerce and athlete management tools. The company is also developing a blockchain and AI-powered rewards platform, with a utility token deployed on the Solana testnet in October 2025, to incentivize user engagement. Management believes it will be able to raise additional funds to meet its obligations, despite the auditor's going concern warning.

Management Comments

• Our mission at MMA.INC is to convert an estimated 700 million global fans into participants at scale.
• We believe the next decade will see martial arts rise from a fragmented industry to a consolidated mainstream.
• MMA, as a fragmented, very fast-growing sport, will benefit from a consolidated platform that serves everyone in the ecosystem, whether it be the fan, fighter, coach or gym owner.
• The sport has never had more global visibility, yet the infrastructure to convert that interest into participation just hasn't existed.
• Our strategy is to partner with gyms, not own them. Our platform aims to be a technology tool that helps owner-operators acquire, onboard, and retain customers without heavy capex.
• That combination is powerful because it aligns everyone's interests: fans get access, gyms get customers, and the sport gets stronger.
• As we prepare to release our tokenised rewards and loyalty Community and Fan platform supported by the Solana blockchain in early 2026, our goal is to enable the community to get paid to train, whereby they can earn experience points (XP) and cryptocurrency rewards for training and engagement that could be used both on the platform and within our verified partner network.
• We are confident that we will be able to raise additional funds as required to meet our obligations as and when they fall due and are of the opinion that the presentation of our financial statements on the going concern basis remains appropriate.

Industry Context

The company operates within the global martial arts and combat sports industry, which it identifies as the world's fastest-growing sports vertical with an estimated 700 million fans worldwide. It aims to capitalize on this growth, driven by major MMA leagues like UFC, PFL, ONE Championship, and Bellator, whose marketing efforts expand the fan base. The company positions itself to bridge the gap between fan interest and active participation by providing a consolidated digital platform. It notes the U.S. martial arts and combat sports gym market generated approximately $19.4 billion in 2024, with over 46,500 gyms, and is projected to reach 67,000 gyms by the end of 2025. The business model is designed to complement existing industry players rather than cannibalize their market, focusing on technology tools for gym operators and training programs for participants.

Comparison to Industry Standards

• The company aims to surpass current industry leaders by creating a global platform that connects the entire martial arts community, but does not provide specific comparable companies or projects with detailed results.
• The business model is designed to complement existing industry players, such as UFC Gym (a partner), rather than directly compete in the same operational model.
• Competition is noted from 'traditional fitness trends and the mass-affluent fitness sector, which is dominated by large corporate gym networks,' but no specific benchmarks or comparable company results are provided.

Management Changes

Corporate Governance

Legal Proceedings

• Not aware of any legal proceedings nor subject to any threatened litigation that is believed to be material to the business or financial condition.

Related Party Transactions

• As of June 30, 2025, Vaughn Taylor (Chairman) had loaned the company A$328,808, which included short-term loans, expense reimbursements, and outstanding board fees. US$125,000 (A$211,194) of this amount was converted into shares in July 2025, with US$25,974 remaining outstanding as of October 31, 2025.
• As of June 30, 2025, Nick Langton (CEO) had loaned the company A$228,355 for expense reimbursements. US$125,000 (A$211,194) of this amount was converted into shares in July 2025, with US$28,052 remaining outstanding as of October 31, 2025.
• As of June 30, 2025, Jonathan Hart (Director) had loaned the company A$98,460, including short-term loans and outstanding Director fees. US$31,200 remained outstanding as of October 31, 2025.
• As of June 30, 2025, Mr. Williams was owed A$25,000 in outstanding Director fees.
• As of June 30, 2025, Mr. Corbett was owed US$7,500 in outstanding Director fees.
• As of June 30, 2025, Mr. Paolone was owed US$7,500 in outstanding Director fees.
• As of June 30, 2025, Mr. Liriano was owed US$7,500 in outstanding Director fees.
• As of June 30, 2025, Mr. Piedra was owed US$2,500 in outstanding Director fees.
• Tanya Langton (Head of Global Events and Logistics and spouse of CEO Nick Langton) was issued 230,263 performance share rights subject to vesting conditions.

Stakeholder Impact

• Shareholders face potential dilution from future capital raises and no expected dividends, with returns dependent on share price appreciation. The auditor's going concern warning indicates significant risk to investment.
• Employees are impacted by changes in salaries and benefits, share-based payment incentives, and potential strains from business growth. The company emphasizes fostering an engaged, diverse, and inclusive culture.
• Customers and participants benefit from expanded program offerings (Warrior Training Program, UFC Fit, BJJLink) and the upcoming blockchain/AI rewards platform, but face risks from changes in consumer tastes and data security.
• Partner gyms benefit from revenue share agreements and BJJLink being selected as an official software platform for UFC Gym's new BJJ franchise studios, but are subject to risks related to their own operational performance and contractual relationships.
• Creditors face increased risk due to the company's net liability position and the auditor's substantial doubt about its ability to continue as a going concern, which could affect the company's ability to meet its financial obligations.

Next Steps

• Continue to implement management information systems and improve operating, administrative, financial, and accounting systems and controls.
• Train new employees and maintain close coordination among executive, accounting, finance, legal, human resources, risk management, marketing, technology, sales, and operations functions.
• Apply for the FY2025 Research and Development incentive in November 2025, with any associated rebate to be recognized in FY2026.
• Launch the Community and Fan platform in 2026, designed to unify the global martial arts community into a single, monetized ecosystem.
• Continue to invest in technology to enhance the experience for customers, coaches, and gym owners on the Community Platform to drive lifetime value and expand sales channels.
• Complete the design and implementation of remaining actions to remediate identified material weaknesses in internal controls during fiscal year 2026.
• UFC Gym plans to open forty-five new Brazilian Jiu-Jitsu academies in 2025, which will be powered by BJJLink.com as the official software platform.
• The MMA.INC Utility Token is currently in development, and official information on token deployment and platform launch will be communicated through verified company channels.

Key Dates

Recommendation

The company's financial position has significantly deteriorated, evidenced by an 81% increase in net loss, a decrease in cash reserves, and a shift to a net liability position. The auditor's explicit statement of 'substantial doubt about its ability to continue as a going concern' is a critical red flag. While strategic initiatives and capital raises are underway, these are overshadowed by the severe financial challenges and the high operational risk associated with the company's current state. The identified material weaknesses in internal controls further compound the uncertainty. A seasoned investor would view these factors as indicative of significant downside risk and advise divesting.

Keywords

Mixed Martial Arts, MMA, Combat Sports, Fitness Technology, BJJLink, TrainAlta, Hype, UFC Gym, Blockchain, AI, Web3, Solana, SEC Filing, 20-F, Capital Raise, Corporate Governance, Risk Management, NYSE American