OverActive Q3 2025 Results: Revenue up 14%, Operating Expenses Down 3%; Rolls out ActiveVoices Language Localization Platform

OverActive Q3 2025 Results: Revenue up 14%, Operating Expenses Down 3%; Rolls out ActiveVoices Language Localization Platform

Year-to-Date Revenue Up 24%, Operating Expenses Down 8%, ActiveVoices Launched

TORONTO, Nov. 25, 2025 /CNW/ - OverActive Media Corp. ("OverActive" or the "Company") (TSXV: OAM) (OTC: OAMCF) (WKN:A3CSPU) (FSE:0RB), a global digital media, esports and entertainment company for today's generation of fans, released its results for the three and nine-month period ended September 30, 2025.

(i) Adjusted EBITDA is a non-IFRS measure. Refer to "Non-IFRS Measures" at the end of this press release.

"Our third quarter results reinforce the resilience of our diversified model," said Adam Adamou, CEO and Co-Founder of OverActive Media. "Revenue grew 14 percent year-over-year, driven by continued momentum in events and agencies, while operating expenses declined three percent. Year to date, revenue is up 24 percent, and operating expenses are down eight percent. That reflects the deliberate work we have done to scale our commercial engine, integrate recent acquisitions, and run a tighter, more efficient operating platform. We are carrying that momentum into 2026."

"On the competitive and operating side, our teams continued to perform on the global stage," Mr. Adamou added. "We delivered a top finish in Call of Duty at the Esports World Cup, reached the LEC Summer Finals, executed major live events including Bell Esports Challenge at Fan Expo and Comic-Con Malaga, and expanded our agency and influencer activity across both North America and Europe.

"During the third quarter, we reassessed our esports portfolio to focus on titles that deliver the greatest impact for our fans, partners and shareholders. Following the termination of our VALORANT Champions Tour (VCT) EMEA agreement, we are concentrating resources on our core franchises, League of Legends in Europe, Call of Duty in North America and a targeted presence in Free Fire in Mexico, with all teams now unified globally under the KOI brand. All core titles are now either franchised or licensed properties that provide revenue share, participation in digital item revenue, live events, content and co-streaming opportunities at a reasonable cost. We expect that our exit from underperforming titles, including VCT EMEA, to be accretive to Adjusted EBITDA and operating cash flow in 2026 and beyond.

"In parallel, we launched ActiveVoices in the quarter, a key milestone in our shift toward subscription-based, recurring, software-driven revenue. ActiveVoices is gaining momentum with creators, agencies, and brands that want to extend reach and unlock new monetization. The platform provides a turnkey way to translate, dub, and distribute content across multiple languages instantly, without adding production cost or complexity. As we integrate ActiveVoices more deeply into our ecosystem and broaden distribution partnerships, we expect it to become an increasingly meaningful contributor to recurring digital revenue over time."

• Revenue increased 14% to $7.8 million, compared to $6.9 million in Q3 2024. The increase was driven primarily by Events and Agencies, including a large gaming production project and Comic Con Malaga, as well as new agency wins in North America and expanded work with existing partners in Europe.
• Gross margin was 52 percent in the quarter vs. 72% in the prior year resulting in a $0.9M decline in gross profit over the prior year period. Margin in the quarter reflected a heavier contribution from event production and project-specific work, with a lighter contribution from higher margin league share and digital items. We expect gross margin to improve as league revenue share and digital items contribute at a greater proportion in the fourth quarter.
• Operating expenses decreased 3% year over year to $5.5 million from $5.7 million, reflecting ongoing cost discipline and integration synergies from the Movistar Riders and KOI acquisitions, partially offset by targeted investments in new growth initiatives including ActiveVoices.
• Adjusted EBITDA was a loss of $1.3 million versus breakeven Adjusted EBITDA in Q3 2024, reflecting the gross margin effects noted above.
• Comprehensive loss of $3 million in Q3 2025, compared to comprehensive loss of $0.3 million in the prior year. The change was mainly due to the VCT agreement write-off, reduced gross margin from event-heavy revenue mix, and lower foreign currency translation gains relative to 2024, partially offset by lower operating expenses.
• During the quarter, the Company recorded impairment charges totaling approximately $0.8 million on intangible assets, related to the termination of its VALORANT Champions Tour (VCT) EMEA participation agreement.
• As at September 30, 2025, the Company had cash and cash equivalents of $2.4 million. After quarter end, the Company strengthened its liquidity with $2.0 million in debt financing from entities controlled by Board members.

• Revenue for the nine months ended September 30, 2025, increased 24 percent to $21.2 million from $17.2 million in the prior year period, reflecting growth across Events, Agencies, and expanded commercial activity in EMEA following recent acquisitions.
• For the nine months ended September 30, 2025, gross profit was $10.8 million with gross margin of 51 percent, compared to gross profit of $11.8 million and gross margin of 69 percent in the prior year period. The margin change reflects a heavier contribution from event production and project specific work, and a lower contribution from higher margin league share and digital items which is expected to contribute in the fourth quarter.
• Operating expenses for the nine-month period decreased 8% to $15.6 million from $17.0 million in 2024, reflecting continued focus on cost efficiencies and disciplined investment.
• Adjusted EBITDA for the nine months ended September 30, 2025, was a loss of $4.6 million, compared to a loss of $3.0 million in the prior year period.
• Comprehensive loss of $6.4 million year-to-date 2025, compared to comprehensive income of $1.6 million in the prior year. The change was mainly due to the VCT agreement write-off, reduced gross margin from event-heavy revenue mix, and lower foreign currency translation gains relative to 2024, partially offset by lower operating expenses.
• The Company recorded impairment charges totaling approximately $0.8 million in 2025 on intangible assets, related to the termination of its VALORANT Champions Tour (VCT) EMEA participation agreement.
• As at September 30, 2025, the Company had cash and cash equivalents of $2.4 million. After quarter end, the Company strengthened its liquidity with $2.0 million in debt financing from entities controlled by Board members.

• OverActive secured $2 million in debt financing from entities controlled by members of its Board of Directors, enhancing liquidity and providing additional capital to support growth and working capital needs.
• Movistar KOI finished 9th–11th place at League of Legends World Championship 2025 in China, delivering another strong global showing in League of Legends' flagship annual competition.
• OverActive Media announced the rebrand of its Call of Duty League franchise to Toronto KOI, unifying the Company's North American team under a single global KOI brand and driving greater brand consistency across key regions and titles.
• Toronto KOI extended its partnership with Bell Canada through 2027, maintaining Bell as the exclusive telecommunications partner and demonstrating the strength of OverActive's long-term commercial relationships.

Subsequent to the quarter end, OverActive made several changes in its finance leadership.

OverActive Media today announced that Rikesh Shah, Chief Financial Officer, will be leaving the company effective November 30, 2025. Since joining OverActive in 2019, Mr. Shah has played an important role in the Company's evolution. He helped guide OverActive through its public listing in 2021 and supported the completion of several key acquisitions that expanded its global footprint.

"Rikesh has made valuable contributions during his time at OverActive," said Adam Adamou, Chief Executive Officer of OverActive Media. "We thank him for his work over the years and wish him the best in his future endeavors."

OverActive is pleased to announce the appointment of Louis Zhang as Executive Vice President, Finance and Interim Chief Financial Officer, effective November 17, 2025. Mr. Zhang is a senior finance leader with more than 12 years of experience in corporate controllership, audit management, and operational finance for global organizations. He will oversee OverActive's global finance organization, including financial reporting, strategic planning, and capital markets activities, as the Company continues to strengthen its financial position and execute its long-term strategy.

Prior to joining OverActive, Mr. Zhang served as Vice President, Corporate Controller at Dentsu Group Inc., where he led finance transformation initiatives across 11 Canadian entities representing more than $1 billion in annual revenue turnover. Earlier in his career, Mr. Zhang held financial leadership roles at MCAN Mortgage Corporation and Deloitte LLP, gaining deep expertise in financial reporting, M&A integration, risk management, and regulatory compliance.

"Louis brings a wealth of experience in corporate finance and operational execution," Mr. Adamou said. "His technical expertise and disciplined approach will be important as we continue to drive performance, efficiency and shareholder value."

Mr. Zhang is a Chartered Professional Accountant (CPA, CA) and Chartered Financial Analyst (CFA) charter holder. He earned both his MBA and BBA degrees from the Schulich School of Business at York University.

OverActive remains focused on executing its global growth strategy, maintaining financial discipline, and continuing to build long-term value for its shareholders, partners, and fans.

The Company will conduct a conference call on Wednesday, November 26, 2025, at 9:00 a.m. ET

To access the call, register at https://emportal.ink/3LI2YtE  or dial 1-888-699-1199 (North America) or 416-945-7677 (International).

A replay will be available until December 3, 2025, at 1-888-660-6345 or 289-819-1450 using entry code 78289#.

A webcast will also be available athttps://app.webinar.net/lLrgoWjBmDv and archived for three months.

ABOUT OVERACTIVE MEDIA 

OverActive Media Corp. (TSXV: OAM) (OTC:OAMCF) (WKN:A3CSPU) (FSE:0RB) is headquartered in Toronto, Ontario, with operations in Madrid, Spain and Berlin, Germany, is a premier global esports and entertainment company for today's generation of fans. OverActive Media owns team franchises in professional esports leagues, including the Call of Duty League, operating as the Toronto KOI, the League of Legends EMEA Championship (LEC), operating as Movistar KOI in other professional esports leagues and competitions. OverActive also operates ActiveVoices, an AI-driven content localization and monetization platform that enables creators and brands to expand their audiences globally and unlock new revenue streams through automated translation, dubbing, and distribution.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of OverActive with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the anticipated financial and operating results of OverActive in the future.

Investors are cautioned that forward-looking statements are not based on historical facts but instead OverActive management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although OverActive believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the OverActive. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: the potential impact of OverActive's qualifying transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; the ability of the Company to continue to execute on its existing partnerships and business strategy; the ability of the Movistar KOI and Call of Duty Leagues to maintain viewership; the successful completion of the Company's new venue; and other risk factors set out in OverActive's most recent annual information form and its other filings with Canadian securities regulators, copies of which may be found under OverActive's profile at www.sedarplus.ca. These forward-looking statements may be affected by risks and uncertainties in the business of OverActive and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although OverActive has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. OverActive does not intend and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

NON-IFRS MEASURES

This press release includes references to Adjusted EBITDA and Net Working Capital. These non-IFRS financial measure is not an earnings or cash flow measure recognized by IFRS and does not have a standardized meaning prescribed by IFRS. Our method of calculating these financial measure may differ from the methods used by other issuers and, accordingly, our definition of these non-IFRS financial measures may not be comparable to similar measures presented by other issuers.  Investors are cautioned that non-IFRS financial measures should not be construed as an alternative to net income determined in accordance with IFRS as indicators of our performance or to cash flows from operating activities as measures of liquidity and cash flows.

Adjusted EBITDA is defined by the Company as net income or loss before income taxes, finance costs, finance income, depreciation and amortization, decrease in net present value of franchise obligations, foreign exchange gains/losses, assistance payments from Franchise League and government assistance, restructuring and business development costs, impairment charges, and share-based compensation. We believe that Adjusted EBITDA is a useful measure of financial performance because it provides an indication of the Company's ability to capitalize on growth opportunities in a cost-effective manner, finance its ongoing operations and service its financial obligations. A reconciliation of Adjusted EBITDA to net loss may be found in the Company's Management's Discussion and Analysis for the three-month period ended September 30, 2025.

Net Working Capital is defined by the Company as current assets minus current liabilities. We believe that Net Working Capital provides a useful means of assessing the Company's short-term liquidity position.

The following tables presents a reconciliation of net loss to adjusted EBITDA for the three months ended September 30, 2025 and 2024:

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Overactive Media Corp.