Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 000-54887 | ||
Entity Registrant Name | BRIGHT MOUNTAIN MEDIA, INC. | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Tax Identification Number | 27-2977890 | ||
Entity Address, Address Line One | 6400 Congress Avenue | ||
Entity Address, Address Line Two | Suite 2050 | ||
Entity Address, City or Town | Boca Raton | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33487 | ||
City Area Code | 561 | ||
Local Phone Number | 998-2440 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 12,704,754 | ||
Entity Common Stock, Shares Outstanding | 171,557,411 | ||
Documents Incorporated by Reference | None. | ||
Entity Central Index Key | 0001568385 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | WithumSmith+Brown, PC |
Auditor Location | East Brunswick, New Jersey |
Auditor Firm ID | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 4,001,000 | $ 316,000 |
Accounts receivable, net | 14,679,000 | 3,585,000 |
Prepaid expenses and other current assets | 1,057,000 | 600,000 |
Total Current Assets | 19,737,000 | 4,501,000 |
Property and equipment, net | 199,000 | 40,000 |
Intangible assets, net | 15,234,000 | 4,510,000 |
Goodwill | 7,785,000 | 19,645,000 |
Operating lease right-of-use asset | 306,000 | 367,000 |
Other assets, non-current | 156,000 | 137,000 |
Total Assets | 43,417,000 | 29,200,000 |
Current Liabilities | ||
Accounts payable and accrued expenses | 17,497,000 | 10,317,000 |
Other current liabilities | 3,025,000 | 1,838,000 |
Deferred revenue | 4,569,000 | 737,000 |
Total Current Liabilities | 30,802,000 | 17,851,000 |
Other liabilities, non-current | 325,000 | 0 |
Finance lease obligations, net of current portion | 42,000 | 0 |
Operating lease liabilities, non-current | 239,000 | 319,000 |
Total Liabilities | 90,082,000 | 43,271,000 |
Stockholders’ Deficit | ||
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, no shares issued or outstanding at December 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, par value $0.01, 324,000,000 shares authorized, 172,103,134 and 150,444,636 issued and 171,277,959 and 149,619,461 outstanding at December 31, 2023 and December 31, 2022, respectively | 1,721,000 | 1,504,000 |
Treasury stock, at cost; 825,175 shares at December 31, 2023 and December 31, 2022, respectively | (220,000) | (220,000) |
Additional paid-in-capital | 101,405,000 | 98,797,000 |
Accumulated deficit | (149,833,000) | (114,269,000) |
Accumulated other comprehensive income | 262,000 | 117,000 |
Total stockholders’ deficit | (46,665,000) | (14,071,000) |
Total liabilities and stockholders’ deficit | 43,417,000 | 29,200,000 |
10% Convertible Promissory Notes | ||
Current Liabilities | ||
Interest payable – 10% Convertible Promissory Notes – related party | 39,000 | 31,000 |
Notes payable - related party | 80,000 | 68,000 |
Centre Lane Senior Secured Credit Facility | ||
Current Liabilities | ||
Notes payable - related party | 5,592,000 | 4,860,000 |
Note payable – Centre Lane Senior Secured Credit Facility, net of discount – related party (non-current) | $ 58,674,000 | $ 25,101,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par or stated value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par or stated value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 324,000,000 | 324,000,000 |
Common stock, issued (in shares) | 172,103,134 | 150,444,636 |
Common stock, outstanding (in shares) | 171,277,959 | 149,619,461 |
Treasury stock (in shares) | 825,175 | 825,175 |
10% Convertible Promissory Notes | ||
Debt instrument, interest rate, percent | 10% |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 44,546 | $ 19,580 |
Cost of revenue | 31,766 | 10,493 |
Gross margin | 12,780 | 9,087 |
General and administrative expenses | 22,522 | 14,155 |
Impairment of goodwill and intangibles | 17,070 | 0 |
Loss from operations | (26,812) | (5,068) |
Financing (expense) income | ||
Gain on forgiveness of PPP loan | 0 | 1,137 |
Other income | 437 | 69 |
Other interest expense | (27) | (14) |
Total financing (expense) | (8,752) | (3,057) |
Net loss before income tax | (35,564) | (8,125) |
Income tax provision | 0 | 0 |
Net loss | (35,564) | (8,125) |
Preferred stock dividends | 0 | (5) |
Net loss attributable to common stockholders | (35,564) | (8,130) |
Foreign currency translation | 145 | 105 |
Comprehensive loss | $ (35,419) | $ (8,025) |
Net loss per common share: | ||
Net loss per common share, basic (in dollars per share) | $ (0.22) | $ (0.05) |
Net loss per common share, diluted (in dollars per share) | $ (0.22) | $ (0.05) |
Weighted average shares outstanding | ||
Basic (in shares) | 164,845,671 | 149,191,057 |
Diluted (in shares) | 164,845,671 | 149,191,057 |
Centre Lane Senior Secured Credit Facility | ||
Financing (expense) income | ||
Interest expense, related party | $ (9,142) | $ (4,227) |
10% Convertible Promissory Notes | ||
Financing (expense) income | ||
Interest expense, related party | $ (20) | $ (22) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Series E Preferred Stock | Preferred Stock | Preferred Stock Series E Preferred Stock | Common Stock | Common Stock Series E Preferred Stock | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Series E Preferred Stock | Accumulated Deficit | Accumulated Other Comprehensive Income |
Common Stock, Beginning balance (in shares) at Dec. 31, 2021 | 125,000 | 149,810,383 | |||||||||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2021 | (825,175) | ||||||||||
Beginning balance at Dec. 31, 2021 | $ (6,724,000) | $ 1,000 | $ 1,498,000 | $ (220,000) | $ 98,129,000 | $ (106,144,000) | $ 12,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | $ (8,125,000) | (8,125,000) | |||||||||
Preferred stock dividends | $ (5,000) | $ (5,000) | |||||||||
Series E preferred stock conversion (in shares) | 125,000 | (125,000) | 125,000 | ||||||||
Series E preferred stock conversion | $ 0 | $ (1,000) | $ 1,000 | ||||||||
Common stock issued for options exercised (in shares) | 100,000 | 100,000 | |||||||||
Common stock issued for options exercised | $ 1,000 | $ 1,000 | |||||||||
Stock based compensation | 144,000 | 144,000 | |||||||||
Common stock issued for acquisition (in shares) | 174,253 | ||||||||||
Common stock issued for acquisition | 279,000 | $ 2,000 | 277,000 | ||||||||
Warrants issued in settlement of liability | 216,000 | 216,000 | |||||||||
Shares issued to Centre Lane related to debt financing (in shares) | 235,000 | ||||||||||
Issue of common stock for services rendered | 38,000 | $ 2,000 | 36,000 | ||||||||
Adjustment from foreign currency translation, net | $ 105,000 | 105,000 | |||||||||
Preferred Stock, Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | |||||||||
Common Stock, Ending balance (in shares) at Dec. 31, 2022 | 149,619,461 | 150,444,636 | |||||||||
Treasury Stock, Ending balance (in shares) at Dec. 31, 2022 | 825,175 | (825,175) | |||||||||
Ending balance at Dec. 31, 2022 | $ (14,071,000) | $ 0 | $ 1,504,000 | $ (220,000) | 98,797,000 | (114,269,000) | 117,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (35,564,000) | (35,564,000) | |||||||||
Adjustment to Oceanside shares (in shares) | (23,495) | ||||||||||
Adjustment to common stock issued for Oceanside acquisition | $ 0 | ||||||||||
Common stock issued for options exercised (in shares) | 90,000 | 90,000 | |||||||||
Common stock issued for options exercised | $ 1,000 | $ 1,000 | |||||||||
Stock based compensation | 196,000 | 196,000 | |||||||||
Common stock issued for acquisition (in shares) | 21,401,993 | ||||||||||
Common stock issued for acquisition | $ 1,926,000 | $ 214,000 | 1,712,000 | ||||||||
Shares issued to Centre Lane related to debt financing (in shares) | 21,401,993 | 190,000 | |||||||||
Issue of common stock for services rendered | $ 31,000 | $ 2,000 | 29,000 | ||||||||
Extinguishment of Centre Lane Credit Facility | 671,000 | 671,000 | |||||||||
Adjustment from foreign currency translation, net | $ 145,000 | 145,000 | |||||||||
Preferred Stock, Ending balance (in shares) at Dec. 31, 2023 | 0 | 0 | |||||||||
Common Stock, Ending balance (in shares) at Dec. 31, 2023 | 171,277,959 | 172,103,134 | |||||||||
Treasury Stock, Ending balance (in shares) at Dec. 31, 2023 | 825,175 | (825,175) | |||||||||
Ending balance at Dec. 31, 2023 | $ (46,665,000) | $ 0 | $ 1,721,000 | $ (220,000) | $ 101,405,000 | $ (149,833,000) | $ 262,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (35,564) | $ (8,125) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation | 125 | 38 |
Interest paid-in kind on Centre Lane Credit Facility | 6,656 | 3,104 |
Amortization of operating lease right-of-use asset | 61 | 15 |
Amortization of debt discount | 2,074 | 1,199 |
Amortization of intangibles | 2,490 | 1,558 |
Impairment of goodwill and intangibles | 17,070 | 0 |
Stock based compensation | 196 | 144 |
Common stock issued for services rendered | 31 | 38 |
Stock compensation for Oceanside shares | 0 | 89 |
Gain on forgiveness of PPP loan | 0 | (1,137) |
Expected credit losses | 58 | 84 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,325 | (119) |
Prepaid expenses and other current assets | 360 | 695 |
Operating lease liability | (54) | (25) |
Accounts payable and accrued expenses | 735 | (487) |
Other liabilities | 472 | 698 |
Deferred revenue | (701) | (426) |
Net cash used in operating activities | (4,658) | (3,115) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (14) | (14) |
Net cash used in investing activities | (14) | (14) |
Cash flows from financing activities: | ||
Preference dividend payments | 0 | (5) |
Proceeds from Centre Lane Senior Secured Credit Facility - related party | 8,626 | 3,050 |
Repayment of principal on Centre Lane Senior Secured Credit Facility - related party | (270) | 0 |
Repayments of debt | 0 | (250) |
Principal payments received for notes receivable | 0 | 21 |
Principal payments on finance lease obligations | (4) | 0 |
Proceeds from stock option exercises | 1 | 1 |
Net cash provided by financing activities | 8,353 | 2,664 |
Effect of foreign exchange rates on cash and cash equivalents | 4 | (1) |
Net increase (decrease) in cash and cash equivalents | 3,685 | (466) |
Cash and cash equivalents at beginning of year | 315 | 781 |
Cash and cash equivalents at end of year | 4,000 | 315 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 425 | 153 |
Supplemental disclosure of non-cash investing and financing activities | ||
Recognition of right-of-use asset and lease liability | 64 | 382 |
Conversion of Preferred shares to Common shares | 0 | 1 |
Common stock issued to Oceanside to settle share liability | 0 | 279 |
Common stock issued to Centre Lane for debt issuance | 1,926 | 0 |
Issuance of debt to finance acquisition of Big Village Entities | 19,874 | 0 |
Extinguishment of Centre Lane Credit Facility | 671 | 0 |
Warrants issued to settle liability | 0 | 216 |
Centre Lane Senior Secured Credit Facility | ||
Changes in operating assets and liabilities: | ||
Interest payable - related party | 0 | (465) |
10% Convertible Promissory Notes | ||
Changes in operating assets and liabilities: | ||
Interest payable - related party | $ 8 | $ 8 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Organization and Nature of Operations Bright Mountain Media, Inc. (together with its wholly-owned subsidiaries, the “Company,” “Bright Mountain” or “we”) has an end-to-end digital media and advertising services platform that efficiently connects brands with targeted consumer demographics. We focus on digital publishing, advertising technology, consumer insights, creative and media services. Digital Publishing Our digital publishing division focuses on developing content that attracts an audience and monetizes that audience through advertising. The current portfolio of owned and operated websites is focused on moms, parenting, families, and more broadly, women. The portfolio consists of popular websites including Mom.com, Cafemom.com, LittleThings.com, and MamasLatinas.com. This demographic is highly sought after by brands and their advertising agencies. We use internal and external technologies to constantly improve the effectiveness and efficiency of the content we create. Our publishing division monetizes its audiences through both direct and programmatic advertising sales. Advertising Technology Our advertising technology division focuses on delivering targeted ads to audiences on owned and operated sites as well as third-party publishers in a cost-effective manner through the deployment of proprietary technologies. By developing our own proprietary technology stack, we are able to pass along efficiencies to both the demand and supply side of the ecosystem. Our goal is to enable and support a streamlined, end-to-end advertising model that addresses both demand (buy side) and publisher supply (sell side) programmatic sales and delivery of digital advertisements using an array of audience targeting tools and advertising formats (display, audio, video, CTV, in-app). Programmatic advertising relies on software programs that leverage data and proprietary algorithms to match the optimal selection of an ad with a bid price offered by advertisers. Consumer Insights Our consumer insights division focuses on providing primary and secondary research, competitive intelligence, and expert insight to address customers' strategic issues. We provide cutting-edge and dynamic research, offering clients a comprehensive perspective on their consumers. This insight extends to strategic guidance on the optimal timing and channels to effectively connect with target audiences. Our cutting-edge approach combines advanced data analytics, artificial intelligence, and comprehensive market research, to uncover actionable insights that drive informed decision-making. Creative Services Our creative services division transforms data into award-winning campaigns. We are uniquely able to leverage insights teams with highly strategic media planning and buying teams to ensure brands not only position their advertising precisely, but also yield impactful business results. Our goal is to combine data-driven decisions with creativity fueled by a deep understanding of modern culture. Media Services Our media services division focuses on advertisers and agencies by providing access to premium inventory, leveraging data to optimize programmatic campaigns. Our aim is to empower clients to access the most sought-after advertising spaces across diverse platforms tailored to their specific needs and preferences. Our data-driven approach ensures that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and ROI. Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us an indispensable partner in the success of our clients' advertising and marketing endeavors. The Company generates revenue through: • the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue, • facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs"), • serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns, and • providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research. Asset Purchase Agreement On April 3, 2023, in accordance with certain procedures (the “Bidding Procedures”) adopted by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in In re Big Village Holding LLC , et al., jointly-administered under case No. 23-10174 (the “Bankruptcy Case”), the “Company” submitted a bid (the “Bid”) for the acquisition of certain assets of Big Village Insights, Inc., a Delaware corporation f/k/a Engine International, Inc., Big Village Agency LLC, a Delaware limited liability company f/k/a Engine USA LLC, Big Village Group Inc., a Delaware corporation f/k/a Engine Group Inc., Deep Focus, Inc., a New York corporation, EMX Digital Inc., a Delaware corporation, Balihoo, Inc., a Delaware corporation, and Big Village Media LLC, a Delaware limited liability company f/k/a Engine Media LLC in the Bankruptcy Case (collectively, the “Sellers”) related to the Sellers’ Agency Business and Insights Business (as defined in the APA) (collectively, the “Business”). On April 10, 2023, the Company entered into a definitive asset purchase agreement to acquire the assets of two business units of Big Village (Big Village Insights, Inc and Big Village Agency LLC, (together, the “Big Village Entities”)) for approximately $20.0 million, plus assumed liabilities, in an all-cash transaction funded by a senior secured credit facility (the "Big Village Acquisition"). On April 20, 2023, the Company completed the Big Village Acquisition. As part of the Big Village Acquisition, the Company formed BV Insights, LLC ("Insights") and Big-Village Agency, LLC ("Agency") to incorporate the assets acquired in the transactions. Additionally, letters of employment were extended to certain legacy employees of the Big Village Entities, resulting in a total of 203 employees accepting an offer of employment by the Company. Centre Lane Senior Secure Credit Facility The Company and its subsidiaries are parties to the Amended and Restated Senior Secured Credit Agreement between itself, the lender party thereto, and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent (“Centre Lane Partners”), dated June 5, 2020, as amended (the “Credit Agreement”). On April 4, 2023, the Company entered into a commitment letter (the “Commitment Letter”) with Centre Lane Solutions Partners, LP (together with any designated affiliates thereof, the “CLP Lenders”), pursuant to which CLP Lenders would provide financing in the form of a senior secured credit facility for the Big Village Acquisition. On April 20, 2023, the Company and its subsidiaries CL Media Holdings LLC, Bright Mountain LLC, Mediahouse, Inc., Big-Village Agency LLC, and BV Insights LLC, and Centre Lane Partners entered into the Seventeenth Amendment to the Credit Agreement (the “Seventeenth Amendment”). The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $26.3 million to, among other things, finance the Big Village Acquisition. This term loan, which was provided by BV Agency, LLC, (an affiliate of Centre Lane Solutions Partners, LP) matures on April 20, 2026 and was issued at a discount of 5% or $1.3 million. Interest of 15% is payable under the note, payable-in-kind in lieu of cash payments through April 30, 2024, then 5% is payable quarterly in cash and 10% payable-in-kind in lieu of cash payments until maturity of April 20, 2026. Also, in connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by CLP Lenders. The issuance of the shares of common stock were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in accordance with Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. As of December 31, 2023, BV Agency, LLC and Centre Lane Partners own approximately 12.4% and 8.8% of the Company’s outstanding common stock, respectively. Other Developments During 2022, the Company began scaling down its operations of Slutzky & Winshman Ltd, a digital media company located in Israel that was acquired in August 2019. This decision was made after a consistent decline in revenue. In 2023, we terminated operations in Israel and all employees were terminated. Also in 2023, we terminated the operation of News Distribution Network, Inc., a newspaper technology company, which we also acquired in 2019, and subsequently rebranded this service as Mediahouse, also as a result of a declining revenue stream. There were no specific costs associated with these exits. At December 31, 2023, these two entities have not yet been dissolved. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and all its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation, including revenue and cost of revenue for services performed by a subsidiary company. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $149.8 million as of December 31, 2023. Cash flows used in operating activities were $4.7 million and $3.1 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had a working capital deficit of approximately $11.1 million inclusive of $4.0 million in cash and cash equivalents. The Company’s ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors. The Company is currently exploring several strategic alternatives, including restructuring or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Agreement or raising equity capital. The ability to access the capital market is also dependent upon the stock volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed. The Company's current cash and working capital, as of the filing of this Annual Report on Form 10-K, is not expected to be sufficient to fund its anticipated level of operations over the next twelve months. As a result, such matters create a substantial doubt regarding the Company’s ability to meet its financial needs and continue as a going concern. The accompanying condensed consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired, to be cash equivalents. The Company maintains its cash with various commercial banks in the U.S. and other foreign countries in which the Company operates. As of December 31, 2023, the Company exceeded the federally insured limits of $250,000 for interest and non-interest-bearing accounts. The Company held a cash balance with a single financial institution in excess of the FDIC insured limit in the amount of $3.7 million as of December 31, 2023. As of December 31, 2022, the Company's interest and non-interest-bearing accounts were within the federally insured limit. As of December 31, 2023 and 2022, the Company exceeded the insurance limit of $29,000 for one of its international bank accounts by $31,000 and $66,000, respectively. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. At December 31, 2023, and 2022, the Company had $4.0 million and $316,000, respectively, in cash and cash equivalents. Accounts Receivable and Allowances Accounts receivable represent receivables from customers in the ordinary course of business and are recorded in accordance with FASB Accounting Standards Codification No. 310, Receivables, (ASC 310) . Receivables are recorded at the invoice amount on the date revenue is recognized and are presented net of the allowance for current expected credit losses in the accompanying consolidated balance sheets. Certain receivables are subject to adjustments from traffic settlements that are deducted from open invoices. Our receivables are not interest bearing and are not collateralized. Unbilled receivables are the results of timing differences between billings to clients and are included in accounts receivable. The allowance for current expected credit losses is based on our assessment of the collectability of customer accounts. We regularly review our receivables that remain outstanding past their applicable payment terms and establish an allowance for potential write-offs by considering factors including historical experience, credit quality, age of the accounts receivable balances, and current and forecasted economic conditions that may affect a customer’s ability to pay. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company are exhausted, the determination for charging off uncollectible receivables is made. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of operations and comprehensive loss. Property and Equipment, net Property and equipment are recorded at cost, less accumulated depreciation in accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment, (ASC 360) . Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. Leasehold improvements and assets under finance lease are amortized over the lesser of the lease term or the useful life of the improvements. When assets are sold or retired, the applicable cost and accumulated depreciation or amortization are removed from the accounts. The resulting gains or losses are reflected in the combined statements of operations and comprehensive loss. Goodwill We account for goodwill under FASB Accounting Standards Codification No. 350, Goodwill and Other, (ASC 350). Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. We allocate goodwill to reporting units based on the expected benefit from business combination. The Company categorizes goodwill into three reporting units: “Owned & Operated”, “Ad Network” and “Insights”. Goodwill is tested for impairment at the reporting unit level on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value, which are determined through a qualitative assessment. A qualitative assessment includes consideration of the economic, industry, and market conditions in addition to the overall financial performance of the Company and these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. See Note 7, Goodwill, to the consolidated financial statements for details regarding goodwill impairment. Intangible Assets We account for intangibles under FASB Accounting Standards Codification No. 350, Goodwill and Other, (ASC 350). Intangible assets acquired in a business combination or an asset acquisition are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. Intangible assets include trade name, customer relationships, IP/technology and non-compete agreements. The Company’s trade name is amortized on a straight-line basis over a useful life of 2 years to 10 years. Customer relationships are amortized on a straight-line basis over a useful life of 5 years to 10 years. IP/technology is amortized on a straight-line basis over a useful life of 10 years. Non-compete agreements are amortized on a straight-line basis over the length of each agreement, typically between 3 years to 5 years. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Amortization and Impairment of Long-Lived Assets.” Amortization and Impairment of Long-Lived Assets Long-lived assets, such as property, equipment, right-of-use assets, and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. See Note 6, Intangibles, to the consolidated financial statements for details regarding impairment of intangibles. Leases The Company determines whether an arrangement contains a lease at inception in accordance with FASB Accounting Standards Codification No. 842, Leases, (ASC 842) . A contract is, or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We do not include options to extend or terminate the lease term unless it is reasonably certain that we will exercise any such options. We recognize rent expense under our operating leases on a straight-line basis, variable lease costs such as operating costs and property taxes are expensed as incurred. For finance leases, we record interest expense on the lease liability in addition to amortizing the right-of-use asset (generally straight-line) over the shorter of the lease term or the useful life of the right-of-use asset. Finance leases are included in property and equipment, net, finance lease obligations, and finance lease obligations, non-current on our consolidated balance sheets. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No. 606, Revenue from Contracts with Customers, (ASC 606) . The Company recognizes revenue at a point in time when control is transferred to the customer or over time as a percentage of completion or otherwise in accordance with the terms of the contract. Cash received by the Company prior to when control of services is transferred to the customer is recorded as deferred revenue. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it provides to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the services promised within each contract and determines those that are performance obligations and assesses whether each promised service is distinct. The Company then recognizes revenue when (or as) the performance obligation is satisfied. The Company generates revenue through: • the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue; • facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs"); • serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns; and • providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research. Digital publishing and advertising technology revenues are generated by audiences seeing or clicking on digital advertisements utilizing several advertising partners. The Company recognizes revenue once the performance obligation is satisfied at a point in time, on a gross basis net of adjustments based on the number of advertisements delivered. Customers are billed monthly or billing is generated via custom content production and extensions on our social media platforms. Consumer insights revenues are generated by providing primary and secondary research, competitive intelligence, and expert insight to address customers' strategic issues. The Company recognizes revenue as the services are rendered, by applying the percentage of completion method on a cost-to-cost basis to measure progress toward satisfaction of the performance obligation. Progress toward satisfaction of the performance obligation is measured based on costs incurred to-date relative to the total estimated costs expected to be incurred in providing services. The Company does not include costs that do not contribute to its progress toward satisfying its promise to the customer. Creative services revenues are generated by delivering campaign services to customers. Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for the individual performance obligations separately if they are distinct. If recurring services are performed, the Company recognizes revenue as the services are rendered over time, generally on a ratable basis over the contract term beginning on the date that the service is made available to the customer. For campaign services that require a one-time deliverable, we recognize revenue once the performance obligation is satisfied at a point in time. Media services revenues are generated through the access to programmatic campaigns. The Company recognizes revenue as the services are rendered over time, on a ratable basis over the contract term, beginning on the date that the service is made available to the customer. There is no significant initial cost incurred to obtain contracts with customers. Deferred Revenue The Company records deferred revenue when cash payments are received or amounts are invoiced in advance of performance obligations. The Company expects to recognize deferred revenue in the period when it provides its services and, therefore, satisfies its performance obligation to the customer. Cost of Revenue Cost of revenue includes internal labor and payment to third parties for services performed to drive revenue, which includes the publisher cost paid for ad exchange on third party sites, advertising fees, personnel costs, technology and data related costs, fees paid for content creation, influencers, writers and sales commission. Website Development Costs The Company accounts for its website development costs in accordance with FASB Accounting Standards Codification No. 350, Website Development Costs (ASC 350) . These costs, if any, are included in intangible assets in the accompanying consolidated balance sheets. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of five years. During the year ended December 31, 2023 and 2022, all website development costs have been expensed. While it is likely that we will have significant amortization expense as we continue to acquire websites, we believe that intangible assets represent costs incurred by the acquired website to build value prior to an acquisition, and any related amortization and impairment expenses are not representative of ongoing costs of doing business. Advertising and Marketing Advertising and marketing expenses are recognized as incurred and are included in general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. For the years ended December 31, 2023 and 2022, advertising and marketing expense was $257,000 and $46,000, respectively. Stock Based Compensation We account for stock based compensation in accordance with FASB Accounting Standards Codification No. 718, Compensation - Stock Compensation (ASC 718) . ASC 718 addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock option grants to employees and non-employees is based on the fair value of the award on the date of grant. We record forfeitures as they occur. The Company calculates stock compensation expense using the graded vesting method, which begins expensing each tranche on the expense begin date through the vesting date. This will result in front-loaded expenses, and is included in general and administrative expenses in the consolidated statements of operations. Compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility is determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant. Treasury Stock The Company accounts for its treasury stock as set forth in FASB Accounting Standards Codification No. 505, Treasury Stock (ASC 505-30) . Under ASC 505-30 the total amount paid to acquire the stock is recorded and no gain or loss is recognized at the time of purchase. Gains and losses are recognized at the time the treasury stock is reinstated or retired and are recorded in additional paid-in capital or retained earnings. At December 31, 2023 and 2022, the Company owned 825,175 shares of treasury stock. Loss Per Share The Company computes net loss per share in accordance with FASB Accounting Standards Codification No. 260, Earnings Per Share (ASC 260) . Under the provisions of ASC 260, basic net loss per share is computed by dividing the net loss available to common shareholders by the weighted average common shares outstanding during the period. Diluted net loss per share adjusts basic net loss per share for the effect of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted loss per share information separately for each class of equity instruments that participates in any income distribution with primary equity instruments. Deferred Debt Costs Deferred debt costs include costs incurred in connection with acquiring and maintaining debt arrangements. These costs are directly deducted from the carrying amount of the liability in the consolidated balance sheets, are amortized over the life of the related debt using the effective interest method and are classified as interest expense in the accompanying consolidated statements of operations. These deferred debt costs are related to the Company's Centre Lane Secured Credit Facility. Income Taxes We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws in the period those differences are expected to reverse. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. The Company follows the provisions of FASB Accounting Standards Codification No. 740, Income Taxes (ASC 740) . When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax expenses are recognized as tax expenses in the consolidated statement of operations and comprehensive loss. Segment Reporting Consistent with FASB Accounting Standards Codification No. 280, Segment Reporting (ASC "280"), our Chief Financial Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Our components are digital publishing, advertising technology, consumer insights, creative and media services. There are no segment managers who are held accountable by the Chief Financial Officer, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we determined we have one operating and reportable segment. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. Significant estimates included in the accompanying consolidated financial statements include, valuation of goodwill and intangible assets, allowance for current expected credit losses, the determination of the relative selling prices of our services, percentage of completion for revenue recognition, estimates of amortization period for intangible assets, estimates of depreciation period for property and equipment, discount rates used in the valuation of right-of-use assets and lease liabilities, litigation reserves, the valuation of equity-based transactions, valuation of the Center Lane Senior Secured Facility carrying value regarding debt modification or extinguishment, and the valuation allowance on deferred tax assets. While these estimates are based on our best knowledge of current events and actions that may affect us in the future, actual results may differ materially from these estimates. Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses as a result of consolidation are included in accumulated other comprehensive loss. Transaction gains and losses are included within “general and administrative expense” on the consolidated statements of operations and comprehensive loss. Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. In addition, the Company maintains various bank accounts in Thailand and Israel, with some level of insurance. We perform periodic evaluations of the relative credit standing of financial institutions. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. We perform credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for current expected credit losses based upon the expected collectability of accounts receivable balances. The Company generates revenue as follows: • selling of advertisements placed on the Company’s owned and managed sites, as well as from advertisements placed on partner websites, for which the Company earns a share of the revenue; • facilitating the real-time buying and selling of advertisements at scale between networks of buyers, known as DSPs and sellers known as SSPs; • serving advertisers and agencies by providing access to premium inventory and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaign; and • providing primary research and secondary research, competitive intelligence and expert insight to address customer's strategic issues, where revenue is primarily derived from providing a single integrated service for research. The following table provides information about customer and vendor concentration that exceeds 10% of revenue, accounts receivable and accounts payable for the years ended December 31, 2023 and 2022: December 31, 2023 2022 Revenue Concentration Customers exceeding 10% of revenue 2 1 % of overall revenue Customer 1 13.0 % — % Customer 2 10.0 % 37.7 % Total % of revenue 23.0 % 37.7 % December 31, 2023 2022 Accounts Receivable Concentration Customers exceeding 10% of receivable 2 1 % of accounts receivable Customer 1 15.7 % — % Customer 2 10.5 % 43.5 % Total % of accounts receivable 26.2 % 43.5 % December 31, 2023 2022 Accounts Payable Concentration Vendors exceeding 10% of payable — 2 % of accounts payable Customer 1 — % 11.0 % Customer 2 — % 10.8 % Total % of accounts payable — % 21.8 % Off-balance Sheet Arrangements There are no off-balance sheet arrangements as of December 31, 2023 and December 31, 2022. Reclassification As of and for the year ending December 31, 2023, certain amounts have been reclassified for comparative purposes. Changes were made for foreign currency translation from operating activities to showing the cash and cash equivalent impact only as a separate line item below financing activities, right of use asset and liability showing a net position instead showing a separate line item for asset and liabilities and reclassification on other operating activities line items for accounts payable and accrued expenses on the consolidated statement of cash flows. Changes were made for other expenses under finance income (expense), to general and administrative expense, which impacted our loss from operations Effective Accounting Pronouncements Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13 (amended by ASU 2019-10), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments. which replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company was required to adopt the new guidance on January 1, 2023. Based on the nature of our business, the adoption of this standard did not have a material impact on our consolidated financial statements for the year ended December 31, 2023. In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer s. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company adopted this standard in accounting for its Big Village Acquisition. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. The new standard is effective January 1, 2024 (early adoption is permitted, but not earlier than January 1, 2021). The Company is currently evaluating the impact this guidance will |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following: December 31, ($ in thousands) 2023 2022 Accounts receivable $ 13,799 $ 3,447 Unbilled receivables ( A ) 1,252 724 15,051 4,171 Less: allowance for current expected credit losses (372) (586) Accounts receivable, net $ 14,679 $ 3,585 (A) - Unbilled receivable represents amounts for services rendered at the end of the period pending generation of invoice to the customer. Accounts receivable, net at January 1, 2022 was $3.6 million. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | PREPAID EXPENSE AND OTHER ASSETS Prepaid expenses and other assets consisted of the following: December 31, ($ in thousands) 2023 2022 Prepaid insurance (1) $ 618 $ 1 Prepaid consulting service — 285 Prepaid software 46 176 Deposits 156 137 Subscriptions 174 — Other current assets 219 138 Total prepaid expense and other assets 1,213 737 Less: other assets, non-current (156) (137) Prepaid expenses and other current assets $ 1,057 $ 600 (1) The amount of $618,000 is being paid over a period of time and is also included in accounts payable at December 31, 2023. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Estimated December 31, ($ in thousands) 2023 2022 Furniture and fixtures 3-5 $ 8 $ 49 Computer equipment 3 190 340 Computer software 5 206 — 404 389 Less: accumulated depreciation (205) (349) Property and equipment, net $ 199 $ 40 Depreciation expense was $125,000, and $38,000 for the years ending December 31, 2023, and 2022, respectively and is included in general and administrative expenses on the consolidated statements of operations and comprehensive loss. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET Website acquisitions, net consisted of the following: December 31, ($ in thousands) 2023 2022 Website acquisition assets $ 1,124 $ 1,124 Less: accumulated amortization (1,123) (1,122) Website acquisition assets, net $ 1 $ 2 Other intangible assets, net consisted of the following: December 31, 2023 December 31, 2022 ($ in thousands) Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name 2- 10 $ 8,381 $ (3,167) $ 5,214 $ 2,759 $ (1,617) $ 1,142 IP/Technology 10 5,821 (2,180) 3,641 1,983 (899) 1,084 Customer relationships 5 - 10 13,380 (7,002) 6,378 6,680 (4,419) 2,261 Non-compete agreements 3 - 5 402 (402) — 402 (381) 21 Total $ 27,984 $ (12,751) $ 15,233 $ 11,824 $ (7,316) $ 4,508 The Company performed an impairment assessment at September 30, 2023 and December 31, 2023, and recorded an impairment loss of $2.9 million. There was no impairment loss for the year ended December 31, 2022. Impairment loss is included in the below table: (in thousands) Accumulated Amortization Impairment Loss Amortization Accumulated Amortization December 31, 2022 Twelve Months Ended December 31, 2023 Trade name $ 1,617 $ 742 $ 808 $ 3,167 IP/technology 899 900 381 2,180 Customer relationships 4,419 1,291 1,292 7,002 Non-compete agreements 381 13 8 402 Total $ 7,316 $ 2,946 $ 2,489 $ 12,751 During the year ended December 31, 2023, the Company acquired intangible assets through the acquisition of the Big Village Entities as follows: (in thousands) Useful Life Amount Trade name 7 to 10 $ 5,622 Developed technology 10 3,838 Customer relationships 7 to 10 6,700 Total $ 16,160 For further details on the Big Village Acquisition, see Note 13 , Business Combinations to the consolidated financial statements. December 31, 2023 2022 Website $ 1 $ 2 Other intangibles 15,233 4,508 Total intangible, net $ 15,234 $ 4,510 Amortization expense for the years ended December 31, 2023, and 2022 was approximately $2.5 million, and $1.6 million, respectively, related to both the website acquisition costs and the intangible assets and is included in general and administrative expense in the statements of operations and comprehensive loss. As of December 31, 2023, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows: ($ in thousands) Amount 2024 $ 1,922 2025 1,845 2026 1,769 2027 1,769 2028 1,769 Thereafter 6,160 Total $ 15,234 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The following table represents the allocation of goodwill as of December 31, 2023 and 2022: ($ in thousands) Owned & Operated Ad Network Insights Total December 31, 2021 $ 9,725 $ 9,920 $ — $ 19,645 Additions — — — — December 31, 2022 9,725 9,920 — 19,645 Additions 1,357 — 907 2,264 Impairment (8,217) (5,907) — (14,124) December 31, 2023 $ 2,865 $ 4,013 $ 907 $ 7,785 Goodwill acquired as part of the Big Village Acquisition totals $2.3 million and represents the value of unidentifiable intangible assets including assembled workforce and strategic benefits that are expected to be achieved. We allocate goodwill to reporting units based on the expected benefit and synergies with our current reporting units. The Company categorizes goodwill into three reporting units: “Owned & Operated”, “Ad Network” and “Insights”. See Note 13, Business Combinations to the consolidated financial statements. Goodwill is tested for impairment at least annually and if triggering events are noted prior to the annual assessment. Impairment is deemed to occur when the carrying value of the goodwill associated with the reporting unit exceeds the implied value of the goodwill associated with the reporting unit. At September 30, 2023 and December 31, 2023, an impairment assessment was performed on goodwill for Ad Network, Owned & Operating and Insights reporting units. The assessment used a qualitative assessment which includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. Our qualitative assessment concluded that it is more likely than not that the estimated fair value of the Ad Network and Owned & Operating reporting units is less than the carrying value, hence, we performed a quantitative analysis. Our assessment for Insights reporting unit did not have such conclusion, hence a quantitative analysis was not required. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on a market participant debt structure and cost of capital. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: December 31, ($ in thousands) 2023 2022 Accounts payable (A) $ 11,391 $ 8,585 Accrued wages, commissions and bonus 353 380 Publisher cost 1,153 559 Professional fees 1,322 677 Subcontractor 3,013 — Other 265 116 Total accounts payable and accrued expenses $ 17,497 $ 10,317 A. Accounts payable includes $5.2 million, and $5.9 million at December 31, 2023 and, 2022, respectively, for Slutzky & Winshman Ltd and Mediahouse, whose operations were terminated during the year ended December 31, 2023. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: (in thousands) December 31, 2023 December 31, 2022 Current portion of long term lease $ 82 $ 38 Dividend payable 692 692 Project advance expense (1) 1,401 — Litigation reserves 1,152 1,107 Other current liabilities 23 1 Total other current liabilities 3,350 1,838 Less: other liabilities, non-current (325) — Other current liabilities $ 3,025 $ 1,838 (1) Represents amount advanced by customers to cover third party expenses specifically related to their project, these expenses are offset against the advance and are not part of the Company's income statement. |
CENTRE LANE SENIOR SECURED CRED
CENTRE LANE SENIOR SECURED CREDIT FACILITY | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CENTRE LANE SENIOR SECURED CREDIT FACILITY | CENTRE LANE SENIOR SECURED CREDIT FACILITY Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100% of Wild Sky Media, a subsidiary (the “Purchase Agreement”). To finance this acquisition, the Company obtained a first lien senior secured credit facility from Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”) in the amount of $16.5 million, comprised of $15.0 million of initial indebtedness, repayment of Wild Sky’s existing accounts receivable factoring facility of approximately $900,000 and approximately $500,000 of expenses. On April 4, 2023, the Company entered into a commitment letter (the “Commitment Letter”) with Centre Lane Partners, pursuant to which they would provide financing in the form of a senior secured credit facility for the acquisition of the Big Village Entities. On April 20, 2023, the Company and its subsidiaries entered into the Seventeenth Amendment to the Credit Agreement (the “Seventeenth Amendment”) with Centre Lane Partners. The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $26.3 million to, among other things, finance the Acquisition. This term loan, which was provided by BV Agency, LLC, matures on April 20, 2026 and was issued at a discount of 5% or $1.3 million. Interest of 15% payable under the note is payable-in-kind in lieu of cash payment up to April 30, 2024, then 5% payable quarterly in cash and 10% payable-in-kind in lieu of cash payment until maturity of April 20, 2026. As part of the Seventeenth Amendment, the Company is required to pay an amendment fee of 2% of the principal amount of the existing initial principal plus amendments one to eight ("First In Last Out Loans") and amendments nine to sixteen ("Last In First Out Loans"), totaling $706,000, additionally, an exit fee of $18,000 of the loan to finance the Big Village Acquisition. The outstanding principal on these at April 20, 2023 was $31.0 million and $4.3 million, respectively. These fees total $724,000 and are due and payable at maturity. Additionally, the maturity dates were extended to April 20, 2026. Also, in connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. The shares valued $1.9 million, based on a per share price of $0.09, which was the closing price of the Company’s common stock at close of market on April 19, 2023. The issuance of the shares of common stock were not registered under the Securities Act of 1933, as amended (“Securities Act”), in accordance with Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. As of December 31, 2023, BV Agency, LLC and Centre Lane Partners own approximately 12.4% and 8.8% of the Company’s outstanding common stock, respectively. On July 28, 2023, the Company and its subsidiaries entered into the Nineteenth Amendment to the Credit Agreement (the “Nineteenth Amendment”) with Centre Lane Partners. The Credit Agreement was amended, as provided in the Nineteenth Amendment, to provide for an additional term loan amount of $2.0 million to, among other things, finance the integration and further growth of the Company post-Acquisition. This term loan is part of the last in first out loans and matures on June 28, 2024 . Including the Nineteenth Amendment, Centre Lane Partners subsequently loaned the Company an additional $38.0 million to provide liquidity to fund operations beginning in April 2021 (as amended, the “Centre Lane Senior Secured Credit Facility”). This Centre Lane Senior Secured Credit Facility has been determined to qualify as a related party transaction as shares were issued to Centre Lane Partners as part of the transaction. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. The original note issued under the Centre Lane Senior Secured Credit Facility initially bore interest at a rate of 6.0% per annum, with payments of 2.5% of outstanding principal beginning on June 30, 2023. The interest rate was increased to 10.0% pursuant to the first amendment to the Centre Lane Senior Secured Credit Facility and interest payable under the note is payable-in-kind (“PIK Interest”) in lieu of cash payment. Commencing with the ninth amendment, the interest rate was increased to 12% per annum on all subsequent draws with 8% per annum payable quarterly in cash and 4% per annum payable-in-kind in lieu of cash payment. These last in first out loans, totals $6.9 million inclusive of exit fees at December 31, 2023, due and payable on April 20, 2026, excluding the Nineteenth Amendment which is due and payable on June 28, 2024. In connection with the Nineteenth Amendment, adjustments were made to the interest rate for outstanding loans with the exception of the draw under the Seventeenth Amendment as follows: • The interest rate per annum changed to 7.0% per annum plus the Secured Overnight Financing Rate ("SOFR"). At December 31, 2023, the SOFR was 5.39% per annum, overall interest on these facilities was 12.39%, per annum at December 31, 2023; • The cash pay rate for the last in first out loans was changed to the SOFR plus 3.0% per annum, at December 31, 2023, the rate was 8.39%, per annum; • Effective July 1, 2024, the first in last out loans PIK Rate per annum will be 7.0% per annum plus SOFR plus 5.0% per annum. There is no prepayment penalty associated with this Centre Lane Senior Secured Credit Facility. However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility would be required in the event of certain future capital raises. Optional Prepayment The Company may at any time, voluntarily prepay, in whole or in part, a minimum of $250,000 of the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid. Repayment of Loans The Company is required to repay in cash to Centre Lane Partners (i) commencing with the fiscal quarter ending on June 30, 2023, in consecutive quarterly installments to be paid on the last day of each fiscal quarter of the Company, an amount equal to 2.5% of the outstanding aggregate principal amount of the original principal plus draws advanced by amendments 2 through 8 along with accrued and unpaid interest (after giving effect to capitalized PIK Interest) and (ii) on the maturity date all outstanding obligations (including, without limitation, all accrued and unpaid principal and interest on the principal amounts of the Loans (including any accrued but uncapitalized PIK Interest)) of the loan parties that are due and payable on such date. The outstanding amount for these draws at December 31, 2023 is $34.1 million, inclusive of interest paid in kind. On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners regarding installment payments which were due on June 30, 2023. The Eighteenth Amendment required equal monthly installments on July 3, 2023, August 7, 2023 and September 5, 2023, respectively. There was no impact on principal or interest and no fees incurred by the Company for this amendment. In connection with the Nineteenth Amendment, quarterly installments equal to 2.5% of the outstanding aggregate principal are due on the first in last out loans commencing March 31, 2024. During the years ended December 31, 2023, and 2022, the Company paid approximately $425,000 and $153,000, respectively, toward outstanding interest payable. During the years ended December 31, 2023, and 2022, the Company paid approximately $270,000 and $0, respectively, toward outstanding principal. Fees Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is also required to pay Centre Lane Partners a non-refundable annual administration fee equal to $35,000 for agency services provided under this agreement. The Centre Lane Senior Secured Credit Facility provides that this fee shall be in all respects fully earned, due and paid-in-kind by the Company on the effective date (“Effective Date”) of the Centre Lane Senior Secured Credit Facility and on each anniversary of the Effective Date during the term of this agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans. The accumulated administrative fee since inception of the facility is $140,000 and is included in outstanding principal. The administrative fee charged for the years ended December 31, 2023, and 2022 was $35,000, respectively. The below table summarizes the loan balances and accrued interest for the years ended December 31, 2023 and 2022: December 31, ($ in thousands) 2023 2022 Note payable – Centre Lane Senior Secured Credit Facility, related party (current portion) $ 5,592 $ 4,860 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party 58,674 25,101 Net principal at December 31, 2023 and 2022 64,266 29,961 Add: debt discount 5,962 3,148 Outstanding principal at December 31, 2023 and 2022 $ 70,228 $ 33,109 The below table summarizes the movement in the outstanding principal from inception through December 31, 2023: December 31, ($ in thousands) 2023 2022 Opening balance $ 33,109 $ 26,334 Add: Draws 29,816 3,050 Exit and other fees 917 621 Interest capitalized 6,656 3,104 70,498 33,109 Less: Payment (270) — Outstanding principal $ 70,228 $ 33,109 Amendments to Centre Lane Senior Secured Credit Facility Commencing April 2021, the Company and certain of its subsidiaries entered into various amendments to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners. The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent. The Credit Agreement was amended to provide for additional loans used for working capital. In addition, and as part of the transaction, there are Exit Fees (“the Exit Fees”), which will be added and capitalized to the principal amount of the original loan. As of December 31, 2023, there were nineteen amendments to the Centre Lane Senior Secured Credit Facility. Consistent with FASB ASC Topic 470 Debt , (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded as fair value, which becomes the new carrying value. A gain or loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt, additionally, in the event the transaction is with a related party, this gain or loss should be recognized against additional paid in capital. Interest expense is recorded based on the effective interest rate of the new debt. A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt. In connection with the Seventeenth Amendment, the Company determined that the change was an extinguishment consistent with ASC 470, Debt , the old debt of $35.5 million was derecognized and the new debt of $62.7 million was recognized at estimated fair value. A gain on extinguishment was recognized against additional paid in capital of $671,000, as Centre Lane Partners is a related party. The below table summarizes the amendments that were executed by the Company since the inception of the facility to December 31, 2023, (in thousands, except for share data): Number Date Draw $'000 Repayment Date Interest Rate (PIK) (D) Interest Rate (Cash) Agency Fee Exit Fee (A) Common Stock Issued Accounting Impact 1 4/26/2021 $ — 4/20/2026 12.39 % — % $ — $ — 150,000 Extinguishment (B) 2 5/26/2021 1,500 4/20/2026 12.39 % — % — 750 3,000,000 Modification (F) 3 8/12/2021 500 4/20/2026 12.39 % — % — 250 2,000,000 Modification (F) 4 8/31/2021 1,100 4/20/2026 12.39 % — % — 550 — Modification (F) 5 10/08/2021 725 4/20/2026 12.39 % — % — 363 — Extinguishment (F) 6 11/05/2021 800 4/20/2026 12.39 % — % — 800 7,500,000 Modification (F) 7 12/23/2021 500 4/20/2026 12.39 % — % 70 500 — Modification (F) $ 5,125 $ 70 $ 3,213 12,650,000 8 1/26/2022 350 4/20/2026 12.39 % — % — 350 — Modification (F) 9 2/11/2022 250 4/20/2026 4.00 % 8.39 % — 13 — Modification (G) 10 3/11/2022 300 4/20/2026 4.00 % 8.39 % — 15 — Modification (G) 11 3/25/2022 500 4/20/2026 4.00 % 8.39 % — 25 — Modification (G) 12 4/15/2022 450 4/20/2026 4.00 % 8.39 % — 23 — Modification (G) 13 5/10/2022 500 4/20/2026 4.00 % 8.39 % 35 25 — Modification (G) 14 6/10/2022 350 4/20/2026 4.00 % 8.39 % — 18 — Modification (G) 15 7/08/2022 350 4/20/2026 4.00 % 8.39 % — 18 — Modification (G) $ 3,050 $ 35 $ 487 — 16 2/10/2023 1,500 4/20/2026 4.00 % 8.39 % — 75 — Modification (G) 17 4/20/2023 26,316 4/20/2026 15.00 % — % 35 708 21,401,993 Extinguishment (C) 19 7/28/2023 2,000 6/28/2024 4.00 % 8.39 % $ — 100 — Modification (G) $ 29,816 $ 35 $ 883 21,401,993 Total $ 37,991 $ 140 $ 4,583 34,051,993 (A) Added and capitalized to the principal amount of the original loan and the original loan terms apply. (B) The Centre Lane Senior Secured Credit Facility was amended to permit the Company to raise up to $6.0 million of total cash proceeds from the sale of its preferred stock prior to December 31, 2021, without having to make a mandatory prepayment of the loans. Additionally, the Company may issue up to $800,000 in dividends from the previous limit of $500,000 per annum. (C) 15% PIK until April 20, 2024, then 5% cash and 10% PIK thereafter. (D) New rates in effect in connection with amendment nineteen, Amendment 1 through 8 PIK rate was 10%. (E) New rates in effect in connection with amendment nineteen, Amendment 9 through 16 cash rate was 8%. (F) First In Last Out Loans. (G) Last In First Out Loans. (H) As discussed above, there was no impact on principal or interest and no fees incurred by the Company for amendment 18, hence not included in above table. Draws advanced by amendments 2 through 8 totaling $5.5 million and exit fees totaling $3.6 million, were due for full repayment on February 28, 2022; prior to this date, the loan agreement allowed the Company to waive accrual of interest on these amounts. There was no repayment of these amounts, and as a result, on March 11, 2022, amendment 10 was executed, changing the repayment date of the outstanding principal and commencing interest accrual on the exit fees. All amounts advanced for Amendments 9 through 16 were due on June 30, 2023 along with accrued and unpaid interest, however, the maturity date was changed to April 20, 2026 with amendment 17. The outstanding amount at December 31, 2023 is $6.9 million, inclusive of interest paid in-kind. As of December 31, 2023, and 2022, the carrying value of the Centre Lane Senior Secured Credit Facility was $64.3 million and $30.0 million, respectively, net of unamortized debt discount of $6.0 million and $3.1 million, respectively. The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method. During the years ended December 31, 2023 and 2022, the Company recorded amortization of debt discount of $2.1 million and $1.2 million, respectively on the Centre Lane Senior Secured Credit Facility. Interest expense for the year ended December 31, 2023, and 2022 consisted of the following: December 31, ($ in thousands) 2023 2022 Interest expense $ 7,080 $ 3,042 Amortization 2,062 1,185 Total interest expense $ 9,142 $ 4,227 The minimum annual principal payments of notes payable at December 31, 2023 were: ($ in thousands) Amount 2024 $ 5,592 2025 3,517 2026 61,119 Total $ 70,228 10% CONVERTIBLE PROMISSORY NOTES During November 2018, the Company issued 10% convertible promissory notes ("Convertible Notes") in the amount of $80,000 to the Chairman of the Board, a related party. The Convertible Notes are unsecured and mature five years from issuance and are convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.40 per share. A beneficial conversion feature exists on the date the Convertible Notes were issued whereby the fair value of the underlying common stock to which the Convertible Notes are convertible is in excess of the face value of the Convertible Notes of $80,000. The principal balance of these Convertible Notes payable was $80,000 at December 31, 2023 and 2022. The total Convertible Notes payable was $80,000 and $68,000, net of discount of $0 and $12,000, at December 31, 2023 and 2022, respectively. Interest expense for the Convertible Notes was $20,000 and $22,000, inclusive of interest of $8,000 and discount amortization of $12,000 and $14,000 for the years ended December 31, 2023, and 2022, respectively. The outstanding principal and interest of the Convertible Notes was due and payable November 2023, the loan remains unpaid at December 31, 2023 with outstanding principal of $80,000 and interest payable of $39,000. The outstanding principal continues to accrue interest. |
10% CONVERTIBLE PROMISSORY NOTE
10% CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
10% CONVERTIBLE PROMISSORY NOTES | CENTRE LANE SENIOR SECURED CREDIT FACILITY Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100% of Wild Sky Media, a subsidiary (the “Purchase Agreement”). To finance this acquisition, the Company obtained a first lien senior secured credit facility from Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”) in the amount of $16.5 million, comprised of $15.0 million of initial indebtedness, repayment of Wild Sky’s existing accounts receivable factoring facility of approximately $900,000 and approximately $500,000 of expenses. On April 4, 2023, the Company entered into a commitment letter (the “Commitment Letter”) with Centre Lane Partners, pursuant to which they would provide financing in the form of a senior secured credit facility for the acquisition of the Big Village Entities. On April 20, 2023, the Company and its subsidiaries entered into the Seventeenth Amendment to the Credit Agreement (the “Seventeenth Amendment”) with Centre Lane Partners. The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $26.3 million to, among other things, finance the Acquisition. This term loan, which was provided by BV Agency, LLC, matures on April 20, 2026 and was issued at a discount of 5% or $1.3 million. Interest of 15% payable under the note is payable-in-kind in lieu of cash payment up to April 30, 2024, then 5% payable quarterly in cash and 10% payable-in-kind in lieu of cash payment until maturity of April 20, 2026. As part of the Seventeenth Amendment, the Company is required to pay an amendment fee of 2% of the principal amount of the existing initial principal plus amendments one to eight ("First In Last Out Loans") and amendments nine to sixteen ("Last In First Out Loans"), totaling $706,000, additionally, an exit fee of $18,000 of the loan to finance the Big Village Acquisition. The outstanding principal on these at April 20, 2023 was $31.0 million and $4.3 million, respectively. These fees total $724,000 and are due and payable at maturity. Additionally, the maturity dates were extended to April 20, 2026. Also, in connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. The shares valued $1.9 million, based on a per share price of $0.09, which was the closing price of the Company’s common stock at close of market on April 19, 2023. The issuance of the shares of common stock were not registered under the Securities Act of 1933, as amended (“Securities Act”), in accordance with Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. As of December 31, 2023, BV Agency, LLC and Centre Lane Partners own approximately 12.4% and 8.8% of the Company’s outstanding common stock, respectively. On July 28, 2023, the Company and its subsidiaries entered into the Nineteenth Amendment to the Credit Agreement (the “Nineteenth Amendment”) with Centre Lane Partners. The Credit Agreement was amended, as provided in the Nineteenth Amendment, to provide for an additional term loan amount of $2.0 million to, among other things, finance the integration and further growth of the Company post-Acquisition. This term loan is part of the last in first out loans and matures on June 28, 2024 . Including the Nineteenth Amendment, Centre Lane Partners subsequently loaned the Company an additional $38.0 million to provide liquidity to fund operations beginning in April 2021 (as amended, the “Centre Lane Senior Secured Credit Facility”). This Centre Lane Senior Secured Credit Facility has been determined to qualify as a related party transaction as shares were issued to Centre Lane Partners as part of the transaction. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. The original note issued under the Centre Lane Senior Secured Credit Facility initially bore interest at a rate of 6.0% per annum, with payments of 2.5% of outstanding principal beginning on June 30, 2023. The interest rate was increased to 10.0% pursuant to the first amendment to the Centre Lane Senior Secured Credit Facility and interest payable under the note is payable-in-kind (“PIK Interest”) in lieu of cash payment. Commencing with the ninth amendment, the interest rate was increased to 12% per annum on all subsequent draws with 8% per annum payable quarterly in cash and 4% per annum payable-in-kind in lieu of cash payment. These last in first out loans, totals $6.9 million inclusive of exit fees at December 31, 2023, due and payable on April 20, 2026, excluding the Nineteenth Amendment which is due and payable on June 28, 2024. In connection with the Nineteenth Amendment, adjustments were made to the interest rate for outstanding loans with the exception of the draw under the Seventeenth Amendment as follows: • The interest rate per annum changed to 7.0% per annum plus the Secured Overnight Financing Rate ("SOFR"). At December 31, 2023, the SOFR was 5.39% per annum, overall interest on these facilities was 12.39%, per annum at December 31, 2023; • The cash pay rate for the last in first out loans was changed to the SOFR plus 3.0% per annum, at December 31, 2023, the rate was 8.39%, per annum; • Effective July 1, 2024, the first in last out loans PIK Rate per annum will be 7.0% per annum plus SOFR plus 5.0% per annum. There is no prepayment penalty associated with this Centre Lane Senior Secured Credit Facility. However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility would be required in the event of certain future capital raises. Optional Prepayment The Company may at any time, voluntarily prepay, in whole or in part, a minimum of $250,000 of the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid. Repayment of Loans The Company is required to repay in cash to Centre Lane Partners (i) commencing with the fiscal quarter ending on June 30, 2023, in consecutive quarterly installments to be paid on the last day of each fiscal quarter of the Company, an amount equal to 2.5% of the outstanding aggregate principal amount of the original principal plus draws advanced by amendments 2 through 8 along with accrued and unpaid interest (after giving effect to capitalized PIK Interest) and (ii) on the maturity date all outstanding obligations (including, without limitation, all accrued and unpaid principal and interest on the principal amounts of the Loans (including any accrued but uncapitalized PIK Interest)) of the loan parties that are due and payable on such date. The outstanding amount for these draws at December 31, 2023 is $34.1 million, inclusive of interest paid in kind. On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners regarding installment payments which were due on June 30, 2023. The Eighteenth Amendment required equal monthly installments on July 3, 2023, August 7, 2023 and September 5, 2023, respectively. There was no impact on principal or interest and no fees incurred by the Company for this amendment. In connection with the Nineteenth Amendment, quarterly installments equal to 2.5% of the outstanding aggregate principal are due on the first in last out loans commencing March 31, 2024. During the years ended December 31, 2023, and 2022, the Company paid approximately $425,000 and $153,000, respectively, toward outstanding interest payable. During the years ended December 31, 2023, and 2022, the Company paid approximately $270,000 and $0, respectively, toward outstanding principal. Fees Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is also required to pay Centre Lane Partners a non-refundable annual administration fee equal to $35,000 for agency services provided under this agreement. The Centre Lane Senior Secured Credit Facility provides that this fee shall be in all respects fully earned, due and paid-in-kind by the Company on the effective date (“Effective Date”) of the Centre Lane Senior Secured Credit Facility and on each anniversary of the Effective Date during the term of this agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans. The accumulated administrative fee since inception of the facility is $140,000 and is included in outstanding principal. The administrative fee charged for the years ended December 31, 2023, and 2022 was $35,000, respectively. The below table summarizes the loan balances and accrued interest for the years ended December 31, 2023 and 2022: December 31, ($ in thousands) 2023 2022 Note payable – Centre Lane Senior Secured Credit Facility, related party (current portion) $ 5,592 $ 4,860 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party 58,674 25,101 Net principal at December 31, 2023 and 2022 64,266 29,961 Add: debt discount 5,962 3,148 Outstanding principal at December 31, 2023 and 2022 $ 70,228 $ 33,109 The below table summarizes the movement in the outstanding principal from inception through December 31, 2023: December 31, ($ in thousands) 2023 2022 Opening balance $ 33,109 $ 26,334 Add: Draws 29,816 3,050 Exit and other fees 917 621 Interest capitalized 6,656 3,104 70,498 33,109 Less: Payment (270) — Outstanding principal $ 70,228 $ 33,109 Amendments to Centre Lane Senior Secured Credit Facility Commencing April 2021, the Company and certain of its subsidiaries entered into various amendments to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners. The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent. The Credit Agreement was amended to provide for additional loans used for working capital. In addition, and as part of the transaction, there are Exit Fees (“the Exit Fees”), which will be added and capitalized to the principal amount of the original loan. As of December 31, 2023, there were nineteen amendments to the Centre Lane Senior Secured Credit Facility. Consistent with FASB ASC Topic 470 Debt , (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded as fair value, which becomes the new carrying value. A gain or loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt, additionally, in the event the transaction is with a related party, this gain or loss should be recognized against additional paid in capital. Interest expense is recorded based on the effective interest rate of the new debt. A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt. In connection with the Seventeenth Amendment, the Company determined that the change was an extinguishment consistent with ASC 470, Debt , the old debt of $35.5 million was derecognized and the new debt of $62.7 million was recognized at estimated fair value. A gain on extinguishment was recognized against additional paid in capital of $671,000, as Centre Lane Partners is a related party. The below table summarizes the amendments that were executed by the Company since the inception of the facility to December 31, 2023, (in thousands, except for share data): Number Date Draw $'000 Repayment Date Interest Rate (PIK) (D) Interest Rate (Cash) Agency Fee Exit Fee (A) Common Stock Issued Accounting Impact 1 4/26/2021 $ — 4/20/2026 12.39 % — % $ — $ — 150,000 Extinguishment (B) 2 5/26/2021 1,500 4/20/2026 12.39 % — % — 750 3,000,000 Modification (F) 3 8/12/2021 500 4/20/2026 12.39 % — % — 250 2,000,000 Modification (F) 4 8/31/2021 1,100 4/20/2026 12.39 % — % — 550 — Modification (F) 5 10/08/2021 725 4/20/2026 12.39 % — % — 363 — Extinguishment (F) 6 11/05/2021 800 4/20/2026 12.39 % — % — 800 7,500,000 Modification (F) 7 12/23/2021 500 4/20/2026 12.39 % — % 70 500 — Modification (F) $ 5,125 $ 70 $ 3,213 12,650,000 8 1/26/2022 350 4/20/2026 12.39 % — % — 350 — Modification (F) 9 2/11/2022 250 4/20/2026 4.00 % 8.39 % — 13 — Modification (G) 10 3/11/2022 300 4/20/2026 4.00 % 8.39 % — 15 — Modification (G) 11 3/25/2022 500 4/20/2026 4.00 % 8.39 % — 25 — Modification (G) 12 4/15/2022 450 4/20/2026 4.00 % 8.39 % — 23 — Modification (G) 13 5/10/2022 500 4/20/2026 4.00 % 8.39 % 35 25 — Modification (G) 14 6/10/2022 350 4/20/2026 4.00 % 8.39 % — 18 — Modification (G) 15 7/08/2022 350 4/20/2026 4.00 % 8.39 % — 18 — Modification (G) $ 3,050 $ 35 $ 487 — 16 2/10/2023 1,500 4/20/2026 4.00 % 8.39 % — 75 — Modification (G) 17 4/20/2023 26,316 4/20/2026 15.00 % — % 35 708 21,401,993 Extinguishment (C) 19 7/28/2023 2,000 6/28/2024 4.00 % 8.39 % $ — 100 — Modification (G) $ 29,816 $ 35 $ 883 21,401,993 Total $ 37,991 $ 140 $ 4,583 34,051,993 (A) Added and capitalized to the principal amount of the original loan and the original loan terms apply. (B) The Centre Lane Senior Secured Credit Facility was amended to permit the Company to raise up to $6.0 million of total cash proceeds from the sale of its preferred stock prior to December 31, 2021, without having to make a mandatory prepayment of the loans. Additionally, the Company may issue up to $800,000 in dividends from the previous limit of $500,000 per annum. (C) 15% PIK until April 20, 2024, then 5% cash and 10% PIK thereafter. (D) New rates in effect in connection with amendment nineteen, Amendment 1 through 8 PIK rate was 10%. (E) New rates in effect in connection with amendment nineteen, Amendment 9 through 16 cash rate was 8%. (F) First In Last Out Loans. (G) Last In First Out Loans. (H) As discussed above, there was no impact on principal or interest and no fees incurred by the Company for amendment 18, hence not included in above table. Draws advanced by amendments 2 through 8 totaling $5.5 million and exit fees totaling $3.6 million, were due for full repayment on February 28, 2022; prior to this date, the loan agreement allowed the Company to waive accrual of interest on these amounts. There was no repayment of these amounts, and as a result, on March 11, 2022, amendment 10 was executed, changing the repayment date of the outstanding principal and commencing interest accrual on the exit fees. All amounts advanced for Amendments 9 through 16 were due on June 30, 2023 along with accrued and unpaid interest, however, the maturity date was changed to April 20, 2026 with amendment 17. The outstanding amount at December 31, 2023 is $6.9 million, inclusive of interest paid in-kind. As of December 31, 2023, and 2022, the carrying value of the Centre Lane Senior Secured Credit Facility was $64.3 million and $30.0 million, respectively, net of unamortized debt discount of $6.0 million and $3.1 million, respectively. The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method. During the years ended December 31, 2023 and 2022, the Company recorded amortization of debt discount of $2.1 million and $1.2 million, respectively on the Centre Lane Senior Secured Credit Facility. Interest expense for the year ended December 31, 2023, and 2022 consisted of the following: December 31, ($ in thousands) 2023 2022 Interest expense $ 7,080 $ 3,042 Amortization 2,062 1,185 Total interest expense $ 9,142 $ 4,227 The minimum annual principal payments of notes payable at December 31, 2023 were: ($ in thousands) Amount 2024 $ 5,592 2025 3,517 2026 61,119 Total $ 70,228 10% CONVERTIBLE PROMISSORY NOTES During November 2018, the Company issued 10% convertible promissory notes ("Convertible Notes") in the amount of $80,000 to the Chairman of the Board, a related party. The Convertible Notes are unsecured and mature five years from issuance and are convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.40 per share. A beneficial conversion feature exists on the date the Convertible Notes were issued whereby the fair value of the underlying common stock to which the Convertible Notes are convertible is in excess of the face value of the Convertible Notes of $80,000. The principal balance of these Convertible Notes payable was $80,000 at December 31, 2023 and 2022. The total Convertible Notes payable was $80,000 and $68,000, net of discount of $0 and $12,000, at December 31, 2023 and 2022, respectively. Interest expense for the Convertible Notes was $20,000 and $22,000, inclusive of interest of $8,000 and discount amortization of $12,000 and $14,000 for the years ended December 31, 2023, and 2022, respectively. The outstanding principal and interest of the Convertible Notes was due and payable November 2023, the loan remains unpaid at December 31, 2023 with outstanding principal of $80,000 and interest payable of $39,000. The outstanding principal continues to accrue interest. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS On April 20, 2023, the Company completed the Big Village Acquisition of two business units of Big Village Holding LLC for approximately $20.0 million, plus assumed liabilities, in an all-cash transaction funded by a senior secured credit facility. As part of the Big Village Acquisition, the Company formed BV Insights, LLC ("Insights") and Big-Village Agency, LLC ("Agency") to incorporate the assets acquired in the transactions, additionally, letters of employment were extended to certain legacy employees of the Big Village Entities, resulting in a total of 203 employees accepting the offer of employment by the Company. The purpose of the acquisition was to add synergies to our existing revenue stream. The purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill and intangibles. The goodwill of $2.3 million recognized was attributable to assembled workforce and strategic benefits that are expected to be achieved and is tax deductible for a period of 15 years. Identified intangibles total $16.2 million inclusive of the below: (in thousands) Useful Life Amount Trade name 7 to 10 $ 5,622 Developed technology 10 3,838 Customer relationships 7 to 10 6,700 $ 16,160 The following table summarizes the allocation of the purchase price based on the estimated fair value of the acquired assets and assumed liabilities at the date of the Big Village Acquisition and subsequent adjustment: (in thousands) Balance Purchase price consideration Centre Lane Senior Secured Credit Facility $ 19,874 Fair value of assets acquired Accounts receivable 12,477 Intangibles 16,160 Goodwill 2,264 Prepaid and other assets 836 Property and equipment 206 $ 31,943 Fair value of liabilities assumed Accounts payable and accrued expenses 6,540 Deferred revenue 4,534 Other current liabilities 995 $ 12,069 Total fair value of assets acquired and liabilities assumed $ 19,874 We incurred costs related to the Big Village Acquisition of approximately $2.2 million during the year ended December 31, 2023. Additionally, $2.8 million in cure claims was paid to accepted vendors on the closing date and $1.2 million was subsequently paid to employees representing bonus. Amounts for cure claims and bonuses are included above as part of assumed liability. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations and comprehensive loss. The final allocation of purchase price has changed from the preliminary allocation because of a reduction in the fair value of assets acquired of $2.4 million and liabilities assumed of $1.4 million, resulting in an increase in goodwill of approximately $1.0 million. Proforma Results Our results for the year ended December 31, 2023 include results from the Big Village Acquisition between April 20, 2023 to December 31, 2023. Standalone revenue related to the entities acquired in the Big Village Acquisition was $31.0 million, for the year ended December 31, 2023. The following unaudited pro forma information presents the Company's results of operations as if the Big Village Acquisition had occurred on January 1, 2022. The proforma results do not purport to represent what the Company's results of operations actually would have been if the transaction had occurred on January 1, 2022 or what the Company's operating results will be in future periods. Supplemental pro forma information is as follows: (Unaudited) Years Ended December 31, 2023 2022 Revenue $ 56,780 $ 75,948 Net loss $ 36,741 $ (6,640) Basic and diluted net loss per share $ 0.22 $ (0.05) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 : Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3 : Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. Fair Value Considerations Financial instruments recognized in the consolidated balance sheets consist of cash, accounts receivable, other liabilities and accounts payable. The Company believes that the carrying value of its current financial instruments approximates their fair value due to the short-term nature of these instruments. The carrying value of the Centre Lane Senior Secured Credit Facility and the 10% Convertible Promissory Note approximates the fair value due to their nature and level of risk. Assets Measured at Fair Value on a Nonrecurring Basis The Company has certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. These assets include goodwill and intangible assets, net. The below table shows the quantitative information for assets measured at fair value on a non-recurring basis: ($ in thousands) Quantitative Information about Level 3 Fair Value Measurements Fair Value Valuation Technique Unobservable Input Rate (Weighted Average Cost of Capital Goodwill $ 7,785 Discounted cash flow Discount rate 21.12% Intangible assets, net $ 15,234 Discounted cash flow Discount rate 21.12% Goodwill and Intangibles Assets At September 30, 2023 and December 31, 2023 an impairment assessment was performed on goodwill and intangibles for Ad Network, Owned & Operating and Insights reporting units. We estimated the fair value of our reporting units utilizing an income approach (discounted cash flow method), which incorporated significant unobservable Level 3 inputs. The assessment indicated that the carrying value was in excess of its implied fair value, resulting in an impairment charge of $14.1 million and $2.9 million for goodwill and intangible assets, respectively. During the year ended December 31, 2023, goodwill and intangibles acquired by the Company were $2.3 million and $16.2 million , respectively. The fair value assigned to the acquired intangibles is based on a discounted flow analysis, in which the Company makes various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s long-term projections. Assumptions used in the Company’s fair value calculations are consistent with the Company’s internal forecasts and operating plans. The Company’s discount rate is based on the Company’s debt structure, adjusted for current market conditions. Goodwill represents the residual value after the fair value of the intangibles were identified. Centre Lane Senior Secured Credit Facility The Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded as fair value, which becomes the new carrying value. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The following table represents our revenue disaggregated by type (in thousands): Year Ended December 31, 2023 2022 Revenue: Digital publishing $ 4,130 $ 8,032 Advertising technology 9,463 11,548 Consumer insights 23,868 — Creative services 5,130 — Media services 1,955 — Total revenue $ 44,546 $ 19,580 Geographic Information Revenue by geographical region consist of the following (in thousands): Year Ended December 31, 2023 2022 Revenue: United States $ 44,546 $ 18,400 Israel — 1,180 Total revenue $ 44,546 $ 19,580 Revenue by geography is generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 100%, and 94% of total revenue for the years ended December 31, 2023, and 2022, respectively. As of December 31, 2023, and 2022, approximately 100% of our long-lived assets were attributable to operations in the United States. Long-lived assets include websites and other intangibles assets that are utilized in overall revenue generation. Deferred Revenue The movement in deferred revenue during the years ended December 31, 2023 and 2022, comprised the following (in thousands): December 31, 2023 December 31, 2022 Deferred revenue at start of the year $ 737 $ 1,162 Amounts invoiced during the year 31,864 588 Business combinations 4,534 — Less: revenue recognized during the year (32,566) (1,013) Deferred revenue at end of the year $ 4,569 $ 737 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company accounts for its lease under FASB ASC Topic 842, Leases (“ASC 842”), which requires lessees to recognize on the balance sheet at lease commencement, the lease assets and the related lease liabilities for the rights and obligations created by operating and finance leases with lease terms of more than 12 months. Operating Lease The Company leases its corporate offices in Boca Raton, Florida under a long-term non-cancellable lease agreement which was signed on June 14, 2022, with lease term for five years beginning upon completion of improvements to the office space by the landlord, which was completed on September 12, 2022. The annual base rent is $100,000, with a provision for a 3% increase on each anniversary of the rent commencement date. The Company has the option to renew the lease for one additional five-year term. At December 31, 2023, and 2022, the operating lease right-of-use asset was $306,000 and 367,000, respectively, and is included under assets At December 31, 2023, and 2022, the operating lease right-of-use lease liability was $303,000 and $357,000, respectively, including the current portion of $64,000 and $38,000, respectively, and is included under liabilities Over the lease term, the Company is required to amortize the operating lease asset and record interest expense on the lease liability created at lease commencement. Operating lease expense was approximately $161,000 and $33,000 for the years ended December 31, 2023 and 2022. Rent expense prior to commencement of the lease was $110,000, net of landlord incentives of $95,000 for the year ended December 31, 2022, and is included in general and administrative expense in the statements of operations and comprehensive loss. The Company’s non-lease components are primarily related to property maintenance and other operating services, which vary based on future outcomes and are recognized in rent expense when incurred and not included in the measurement of the lease liability. Finance Lease On October 1, 2023, the Company entered into a lease agreement for computer equipment with a lease term of three years. At December 31, 2023, the finance lease asset was $60,000 and is included under assets liabilities Finance lease expense for the year ended December 31, 2023 was $7,000, inclusive of interest of $3,000 and amortization of $4,000, included in general and administrative expense the statements of operations and comprehensive loss. As of December 31, 2023 and 2022, the right-of-use asset and lease liability for the operating lease are summarized as follows (in thousands): December 31, 2023 2022 Assets Operating lease $ 306 $ 367 Finance lease (1) 60 — $ 366 $ 367 Liabilities Operating lease liability, current $ 64 $ 38 Operating lease liability, net of current portion 239 319 Total operating lease liabilities $ 303 $ 357 Finance lease obligations, current $ 18 $ — Finance lease obligations, net of current portion 42 — Total finance lease obligations $ 60 $ — Weighted average remaining lease terms (in years) Operating lease 3.75 4.75 Finance lease 2.75 — Weighted average discount rate Operating lease 14.39 % 14.39 % Finance lease 21.12 % — % (1) Finance lease represents computer software, see Note 5 "Property and Equipment". As of December 31, 2023, the aggregate annual lease obligations were as follows (in thousands): Operating Lease Finance Lease 2024 $ 64 $ 18 2025 79 22 2026 96 20 2027 78 — Total lease obligations 316 60 Less: Amount representing interest (13) — Net lease obligations $ 303 $ 60 |
LEASES | LEASES The Company accounts for its lease under FASB ASC Topic 842, Leases (“ASC 842”), which requires lessees to recognize on the balance sheet at lease commencement, the lease assets and the related lease liabilities for the rights and obligations created by operating and finance leases with lease terms of more than 12 months. Operating Lease The Company leases its corporate offices in Boca Raton, Florida under a long-term non-cancellable lease agreement which was signed on June 14, 2022, with lease term for five years beginning upon completion of improvements to the office space by the landlord, which was completed on September 12, 2022. The annual base rent is $100,000, with a provision for a 3% increase on each anniversary of the rent commencement date. The Company has the option to renew the lease for one additional five-year term. At December 31, 2023, and 2022, the operating lease right-of-use asset was $306,000 and 367,000, respectively, and is included under assets At December 31, 2023, and 2022, the operating lease right-of-use lease liability was $303,000 and $357,000, respectively, including the current portion of $64,000 and $38,000, respectively, and is included under liabilities Over the lease term, the Company is required to amortize the operating lease asset and record interest expense on the lease liability created at lease commencement. Operating lease expense was approximately $161,000 and $33,000 for the years ended December 31, 2023 and 2022. Rent expense prior to commencement of the lease was $110,000, net of landlord incentives of $95,000 for the year ended December 31, 2022, and is included in general and administrative expense in the statements of operations and comprehensive loss. The Company’s non-lease components are primarily related to property maintenance and other operating services, which vary based on future outcomes and are recognized in rent expense when incurred and not included in the measurement of the lease liability. Finance Lease On October 1, 2023, the Company entered into a lease agreement for computer equipment with a lease term of three years. At December 31, 2023, the finance lease asset was $60,000 and is included under assets liabilities Finance lease expense for the year ended December 31, 2023 was $7,000, inclusive of interest of $3,000 and amortization of $4,000, included in general and administrative expense the statements of operations and comprehensive loss. As of December 31, 2023 and 2022, the right-of-use asset and lease liability for the operating lease are summarized as follows (in thousands): December 31, 2023 2022 Assets Operating lease $ 306 $ 367 Finance lease (1) 60 — $ 366 $ 367 Liabilities Operating lease liability, current $ 64 $ 38 Operating lease liability, net of current portion 239 319 Total operating lease liabilities $ 303 $ 357 Finance lease obligations, current $ 18 $ — Finance lease obligations, net of current portion 42 — Total finance lease obligations $ 60 $ — Weighted average remaining lease terms (in years) Operating lease 3.75 4.75 Finance lease 2.75 — Weighted average discount rate Operating lease 14.39 % 14.39 % Finance lease 21.12 % — % (1) Finance lease represents computer software, see Note 5 "Property and Equipment". As of December 31, 2023, the aggregate annual lease obligations were as follows (in thousands): Operating Lease Finance Lease 2024 $ 64 $ 18 2025 79 22 2026 96 20 2027 78 — Total lease obligations 316 60 Less: Amount representing interest (13) — Net lease obligations $ 303 $ 60 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation In accordance with applicable accounting guidance, the Company establishes an accrued liability for litigation and regulatory matters when those matters present loss contingencies that are both probable and estimable. In such cases, there may be exposure to loss in excess of any amounts accrued. When a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. As a litigation or regulatory matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and estimable. If, at the time of evaluation, the loss contingency related to a litigation or regulatory matter is not both probable and estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and estimable. When a loss contingency related to a litigation or regulatory matter is deemed to be both probable and estimable, the Company will establish an accrued liability with respect to such loss contingency and record a corresponding amount of litigation-related expense. The Company will then continue to monitor the matter for further developments that could affect the amount of any such accrued liability. Ladenburg On July 11, 2023, Ladenburg Thalmann & Co. Inc. (“Ladenburg”) filed an action against the Company for breach of contract in the United States District Court for the Southern District of Florida, Case No. 9:23-cv-81019-AMC. Ladenburg alleges that it entered into an Investment Banking Agreement (the “Agreement”) with the Company on September 1, 2020. According to Ladenburg, that Agreement provided that Ladenburg would be the exclusive investment advisor and banker for the Company. Ladenburg alleges that the Agreement entitles them to a fee for any financing transactions (debt financing or merger and acquisition transactions) that the Company engages in during the term of the contract. In April 2023, the Company informed Ladenburg of an impending Big Village Acquisition. Ladenburg now seeks $1.5 million plus interest, costs and attorneys’ fees and expenses as a result of that acquisition and debt financing, claiming that it is entitled to a fee. The Company disputes the allegations and disputes that Ladenburg is entitled to receive any fee since it did not perform any work pertaining to such acquisition. The outcome of this matter is not determinable as of the date of issuance of these financial statements. Other Litigation Other litigation is defined as smaller claims or litigation that are neither individually nor collectively material. It does not include lawsuits that relate to collections. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS' DEFICIT | S' DEFICIT Preferred Stock The Company has authorized 20,000,000 shares of preferred stock with a par value of $0.01 (the “Preferred Stock”), issuable in such series and with such designations, rights and preferences as the board of directors may determine. The Company’s board of directors has designated six series of preferred stock, consisting of: 1. 10% Series A Convertible Preferred Stock (“Series A Stock”); 2. 10% Series B Convertible Preferred Stock (“Series B Stock”); 3. 10% Series C Convertible Preferred Stock (“Series C Stock”); 4. 10% Series D Convertible Preferred Stock (“Series D Stock”); 5. 10% Series E Convertible Preferred Stock (“Series E Stock”); and 6. 10% Series F Convertible Preferred Stock (“Series F Stock”). The designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 are identical, other than the dividend rate, liquidation preference and date of automatic conversion into shares of our common stock. The Series F-1 pays dividends at the rate of 12% per annum and automatically converted into shares of our common stock on April 10, 2022. The Series F-2 pays dividends at the rate of 6% per annum and automatically converted into shares of our common on July 27, 2022. The Series F-3 pays dividends at the rate of 10% per annum and automatically converted into shares of our common stock on August 30, 2022. The Series E pays dividends at the rate of 10% per annum and automatically converted into shares of our common stock on November 21, 2022. Additional terms of the designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 include: • the shares have no voting rights, except as may be provided under Florida law; • the shares pay cash dividends subject to the provisions of Florida law at the dividend rates set forth above, payable monthly in arrears; • the shares are convertible at any time at the option of the holder into shares of our common stock on a 1:1 basis. The conversion ratio is proportionally adjusted in the event of stock splits, recapitalization or similar corporate events. Any shares not previously converted will automatically convert into shares of our common stock on the dates set forth above; • the shares rank junior to our 10% Series A Convertible Preferred Stock and our 10% Series E Convertible Preferred Stock; • in the event of a liquidation or winding up of the Company, the shares have a liquidation preference of $0.50 per share for the Series F-1, $0.50 per share for the Series F-2 and $0.40 per share for the Series F-3; and • the shares are not redeemable by the Company. Other designations, rights and preferences of each of series of preferred stock are identical, including: • shares do not have voting rights, except as may be permitted under Florida law; • are convertible into shares of our common stock at the holder’s option on a one for one basis; • are entitled to a liquidation preference equal to a return of the capital invested; and • each share will automatically convert into shares of common stock five years from the date of issuance or upon a change in control. Both the voluntary and automatic conversion formulas are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. There were no shares of preferred stock issued or outstanding at December 31, 2023, and 2022. The Series E stock automatically converted into shares of our common stock on November 21, 2022, and 1,250 shares were transferred to common stock to satisfy this transaction. Dividends for Series E Convertible Preferred Stock were $5,000, for the year ended December 31, 2022, There were no preferred stock dividends paid in the year ended December 31, 2023. At December 31, 2023 and 2022, accrued unpaid preference dividend was $691,000. This amount is payable to the Company's Chairman, Mr. Kip Speyer and is included under other liabilities in the consolidated balance sheet at December 31, 2023. Common Stock Shares of Common Stock under the Stock Option Plan On April 14, 2022, the Board and the Compensation Committee of the Board adopted and approved the 2022 Stock Option Plan. The Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock. As of December 31, 2023, 11,771,640 shares were remaining under the 2022 Plan for the future issuance. Issue of Common Stock During the year ended December 31, 2023, the Company issued 21,658,498 shares of our common stock for the following concepts (in thousands, except share data): Shares (#) Value $'000 Shares issued to Centre Lane related to debt financing 21,401,993 $ 1,926 Common stock issued for services rendered 190,000 31 Common stock issued for options exercised 90,000 1 Adjustment to Oceanside shares issued (A) (23,495) — Total 21,658,498 $ 1,958 (A) -represents an adjustment to reconcile shares actually issued related to the Oceanside acquisition in 2019. During the year ended December 31, 2022, the Company issued 634,253 shares of our common stock for the following concepts (in thousands, except share data): Shares (#) Value $'000 Common stock issued for services rendered 235,000 $ 38 Common stock issued for options exercised 100,000 1 Conversion of Preferred Stocks 125,000 1 Shares issued to Oceanside employees per the acquisition agreement valued at $1.60 174,253 279 Total 634,253 $ 319 Treasury Stocks During the year ended December 31, 2021, three shareholders relinquished their Bright Mountain common stock shares. A total of 825,175 shares were acquired with a value of $220,000. The shares are being held as Treasury Stock by the Company. Warrants At December 31, 2023 and 2022, we had 21,362,066 and 35,998,316 common stock warrants outstanding to purchase shares of our common stock, respectively, with an exercise price ranging between $0.65 and $1.00 per share. Approximately 14,636,250 common stock warrants expired during the year ended December 31, 2023, there was no expiration for the year ended December 31, 2022. A summary of the Company’s warrants outstanding as of December 31, 2023 and 2022 is presented below: December 31, 2023 Warrants Exercise Price Number Gross cash proceeds $ 1.00 4,992,308 $ 4,992 $ 0.75 15,456,008 $ 11,592 $ 0.65 913,750 $ 594 21,362,066 $ 17,178 December 31, 2022 Warrants Exercise Price Number Gross cash proceeds $ 1.00 4,992,308 $ 4,992 0.65 15,550,000 10,108 $ 0.75 15,456,008 11,592 35,998,316 $ 26,692 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK BASED COMPENSATION On April 14, 2022, the Board of Directors of the Company and the Compensation Committee of the Board adopted and approved the 2022 Bright Mountain Media Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan provides for the grant of awards to eligible employees, directors and consultants in the form of stock options. The purpose of the Stock Option Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. The Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock. As of December 31, 2023, 11,771,640 shares were remaining under the Stock Option Plan for the future issuance. Options As of December 31, 2023, options to purchase 10,728,360 shares of common stock were outstanding under the Stock Option Plan at a weighted average exercise price of $0.12 per share. Compensation expense recorded in connection with the Stock Option Plan was $196,000, and $144,000 for the years ended December 31, 2023, and 2022, respectively. These amounts have been recognized as a component of general and administrative expenses in the accompanying condensed consolidated financial statements. The following table presents the activity of the Company’s outstanding stock options of common stock for the year ended December 31, 2023: Number of Weighted Weighted Aggregate Intrinsic Value (in thousands) Balance Outstanding, December 31, 2022 6,517,660 $ 0.33 7.8 $ 552 Granted 6,128,200 0.09 9.2 198 Exercised (90,000) 0.01 0 10 Forfeited (1,426,375) 0.02 0 136 Expired (401,125) 0.07 0 38 Balance Outstanding, December 31, 2023 10,728,360 $ 0.12 8.7 $ 568 Exercisable at December 31, 2023 1,916,954 $ 0.31 6.5 $ 121 Unvested at December 31, 2023 8,811,406 $ 0.07 9.2 $ 447 During the years ended December 31, 2023 and 2022, 90,000 and 100,000 common stock options were exercised with an aggregate intrinsic value of $10,000 and $44,000, respectively. Summarized information with respect to options outstanding under the stock option plans at December 31, 2023, is as follows: Options Outstanding Options Exercisable Range or Number Weighted Average Remaining Number Weighted Average 0.002 - 0.13 8,922,133 $ 0.06 9.1 1,110,977 $ — 0.14 - 0.24 1,202,000 0.18 8.9 201,750 0.18 0.25 - 0.49 416,000 0.42 1.6 416,000 0.42 0.50 - 0.85 55,000 0.56 0.7 55,000 0.56 0.86 - 1.75 133,227 1.22 5.9 133,227 1.22 10,728,360 $ 0.10 8.7 1,916,954 $ 0.22 As of December 31, 2023, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $503,000 to be recognized through July 2027. The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The following table provides the weighted average assumptions used in determining the fair value of the stock-based awards for the year ended December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Expected Term (years) 6.25 6.25 Expected volatility 486 % 427 % Risk -free interest rate 4.15 % 2.83 % Dividend yield — % — % Expected forfeiture rate — % — % The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on an average of similar public company’s historical volatility, as the Company’s common stock is quoted in the over-the-counter market on the OTCQB Tier of the OTC Markets, Inc. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. The Company has elected to account for forfeitures as they occur. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE As of December 31, 2023, and 2022, there were 172,103,134 and 150,444,636 shares of common stock issued, respectively, and 171,277,959 and 149,619,461 shares of common stock outstanding, respectively. Outstanding shares as of December 31, 2023, and 2022, have been adjusted to reflect 825,175 treasury shares. Basic net loss per share is computed by dividing the net earnings attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding, increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Conversion or exercise of the potential common shares is not reflected in diluted earnings per share unless the effect is dilutive. The dilutive effect, if any, of outstanding common share equivalents is reflected in diluted earnings per share by application of the treasury stock method, and if-converted method as applicable. The following tables reconcile actual basic and diluted earnings per share for the years ended December 31, 2023, and 2022 (in thousands except shares and per share data). December 31, 2023 2022 Loss per share: Numerator: Net loss $ (35,564) $ (8,125) Preferred stock dividends — (5) Net loss available to common stockholders $ (35,564) $ (8,130) Denominator: Weighted-average common shares outstanding Basic and diluted 164,845,671 149,191,057 Net loss per common share Basic and diluted $ (0.22) $ (0.05) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the years ended December 31, 2023, and 2022 were as follows: December 31, 2023 2022 Common stock equivalent from: Shares unvested and subject to exercise of stock options 10,728,360 6,517,660 Shares subject to warrants stock conversion 21,362,066 35,998,316 Shares subject to convertible notes stock conversion 200,000 200,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Centre Lane Partners Centre Lane Partners, who sold the Wild Sky business to the Company in June 2020 has partnered and assisted the Company from a liquidity perspective during 2022 and through the year ended December 31, 2023. Additionally, in connection with the Seventeenth Amendment, on December 31, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. This relationship has been determined to qualify as a related party, BV Agency, LLC and Centre Lane Partners own approximately 12.4% and 8.8% of the Company’s outstanding common stock, respectively. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. Through December 31, 2023, the Company has entered into 19 amendments to the Credit Agreement between itself and Centre Lane Partners. The total related party debt owed to Centre Lane Partners was $70.2 million and $33.1 million as of December 31, 2023 and 2022, respectively. See Note 10 - Centre Lane Senior Secured Credit Facility for details on this facility. Convertible Promissory Note As discussed in Note 11, 10% Convertible Promissory Note, the note payable to the Chairman of the Board amounted to $80,000 as of December 31, 2023, and 2022, respectively. See Note 11, 10% Convertible Promissory Note for further discussion on these notes payable. Preferred Stocks During the years ended December 31, 2023 and 2022, the Company paid cash dividends on the outstanding shares of the Company’s Series E and F Preferred Stock of $0 and $5,000, respectively, held by affiliates of the Company. At December 31, 2023 and 2022, accrued unpaid preference dividend was $691,000. These amounts are payable to the Company's Chairman, Mr. Kip Speyer. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company is subject to federal and various state income taxes in the United States as well as income taxes in various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations. On December 27, 2020, the Consolidations Appropriations Act, 2021 (“CAA” or the “Act”) was signed into law and included government appropriations and additional economic stimulus. Notable provisions of the CAA included changes to the PPP including legislation concluding that expenses used to obtain loan forgiveness are tax deductible. The Company evaluated the various aspects of the Act and determined that it was eligible for the PPP. During the year ended December 31, 2021, the Company obtained two PPP loans for $296,000 and $842,000. These loans were forgiven in 2022. The Cancellation of Debt Income ("CODI") from these loans were deemed excludable from taxable income and therefore deducted as a permanent book tax difference during the year ended December 31, 2022. The Company’s loss before income taxes consists of the following: Year Ended December 31, 2023 2022 United States $ (35,806) $ (7,596) Foreign 242 (529) Total loss before provision for income taxes $ (35,564) $ (8,125) A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: December 31, 2023 2022 Amount Rate Amount Rate Federal tax expense (benefit) at the statutory rate from operations $ (7,469) 21.00 % $ (1,706) 21.00 % State tax benefit, net of federal income tax benefit (631) 1.78 % (872) 10.73 % PPP loan forgiveness — — % (62) 0.76 % Other adjustments (70) 0.20 % (73) 0.90 % Effect of foreign taxes (7) 0.02 % 43 (0.53) % Impairment 2,944 (8.28) % — — % Stock compensation 40 (0.11) % 38 (0.46) % Change in valuation allowance 5,193 (14.61) % 2,632 (32.40) % Total tax provision (benefit) $ — — % $ — — % The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2023, and 2022, are as follows: December 31, 2023 2022 Deferred tax assets: Net operating loss carryforward $ 20,665 $ 16,552 Intangible assets 1,964 — Lease liability 97 — Other 732 1,028 Total gross deferred tax assets 23,458 17,580 Less: Deferred tax asset valuation allowance (22,762) (17,570) Total net deferred tax assets $ 696 $ 10 Property and equipment — (10) Right-of-use asset (98) — Debt modification (598) — Net deferred tax liability $ — $ — As of December 31, 2023, the Company had U.S. federal net operating loss carryforwards of $74.3 million that expire at various dates from 2030 through 2038, and includes $64.0 million that have an unlimited carryforward period. As of December 31, 2023, the Company had state and local net operating loss carryforwards of $91.2 million that expire at various dates from 2030 through 2042, and includes $30.7 million that have an unlimited carryforward period. As of December 31, 2023, the Company had foreign net operating loss carryforwards of $4.6 million primarily in Israel that have an unlimited carryforward period. The utilization of the Company’s net operating losses may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in the expiration of net operating loss carryforwards before their utilization. The Company has not completed a study to assess whether an “ownership change” as defined in Section 382 has occurred or whether there have been multiple ownership changes since the Company’s inception. Future changes in the Company’s stock ownership, which may be outside of the Company’s control, may trigger an “ownership change.” In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change.” In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company and its foreign subsidiaries, the net deferred tax assets less deferred tax liabilities for 2023 were fully offset by the deferred tax liability and a 100% valuation allowance on the remaining balance. Based on all available evidence, management determined that it is more likely than not that the Company's net deferred tax assets will not be realized. As a result, the Company continues to maintain a full valuation against its net deferred tax assets. For the years ended December 31, 2023, and 2022, the change in the valuation allowance was an increase of approximately $5.2 million and an increase of approximately $2.6 million, respectively. The Tax Cuts and Jobs Act (TCJA) resulted in significant changes to the treatment of research and developmental (R&D) expenditures under Section 174 of the IRC. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&D expenditures that are paid or incurred in connection with their trade or business. Specifically, costs for U.S.-based R&D activities must be amortized over five years and costs for foreign R&D activities must be amortized over 15 years—both using a midyear convention. As of December 31, 2023, the Company capitalized a substantial amount of R&D expenditures primarily related to research and development activities performed in the U.S. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which it operates or does business in. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation, on the basis of the technical merits. The Company records tax positions as liabilities and adjusts these liabilities when its judgement changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2023, and 2022, the Company has not recorded any liabilities for uncertain tax positions in its consolidated financial statements. The Company records interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of December 31, 2023 and 2022, no accrued interest or penalties are recorded on the balance sheets, and the Company has not recorded any related expenses. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years currently open under statute from 2018 to the present in the U.S. and from 2020 to present in the Company’s foreign operations. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Departure of Director |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and all its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation, including revenue and cost of revenue for services performed by a subsidiary company. |
Going Concern and Liquidity | Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $149.8 million as of December 31, 2023. Cash flows used in operating activities were $4.7 million and $3.1 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had a working capital deficit of approximately $11.1 million inclusive of $4.0 million in cash and cash equivalents. The Company’s ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors. The Company is currently exploring several strategic alternatives, including restructuring or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Agreement or raising equity capital. The ability to access the capital market is also dependent upon the stock volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed. The Company's current cash and working capital, as of the filing of this Annual Report on Form 10-K, is not expected to be sufficient to fund its anticipated level of operations over the next twelve months. As a result, such matters create a substantial doubt regarding the Company’s ability to meet its financial needs and continue as a going concern. The accompanying condensed consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired, to be cash equivalents. The Company maintains its cash with various commercial banks in the U.S. and other foreign countries in which the Company operates. |
Accounts Receivable and Allowances | Accounts Receivable and Allowances Accounts receivable represent receivables from customers in the ordinary course of business and are recorded in accordance with FASB Accounting Standards Codification No. 310, Receivables, (ASC 310) . Receivables are recorded at the invoice amount on the date revenue is recognized and are presented net of the allowance for current expected credit losses in the accompanying consolidated balance sheets. Certain receivables are subject to adjustments from traffic settlements that are deducted from open invoices. Our receivables are not interest bearing and are not collateralized. Unbilled receivables are the results of timing differences between billings to clients and are included in accounts receivable. The allowance for current expected credit losses is based on our assessment of the collectability of customer accounts. We regularly review our receivables that remain outstanding past their applicable payment terms and establish an allowance for potential write-offs by considering factors including historical experience, credit quality, age of the accounts receivable balances, and current and forecasted economic conditions that may affect a customer’s ability to pay. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company are exhausted, the determination for charging off uncollectible receivables is made. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of operations and comprehensive loss. |
Property and Equipment, net | Property and Equipment, net Property and equipment are recorded at cost, less accumulated depreciation in accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment, (ASC 360) . Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. Leasehold improvements and assets under finance lease are amortized over the lesser of the lease term or the useful life of the improvements. When assets are sold or retired, the applicable cost and accumulated depreciation or amortization are removed from the accounts. The resulting gains or losses are reflected in the combined statements of operations and comprehensive loss. |
Goodwill and Intangible Assets | Goodwill We account for goodwill under FASB Accounting Standards Codification No. 350, Goodwill and Other, (ASC 350). Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. We allocate goodwill to reporting units based on the expected benefit from business combination. The Company categorizes goodwill into three reporting units: “Owned & Operated”, “Ad Network” and “Insights”. Goodwill is tested for impairment at the reporting unit level on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value, which are determined through a qualitative assessment. A qualitative assessment includes consideration of the economic, industry, and market conditions in addition to the overall financial performance of the Company and these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. See Note 7, Goodwill, to the consolidated financial statements for details regarding goodwill impairment. Intangible Assets We account for intangibles under FASB Accounting Standards Codification No. 350, Goodwill and Other, (ASC 350). Intangible assets acquired in a business combination or an asset acquisition are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. Intangible assets include trade name, customer relationships, IP/technology and non-compete agreements. |
Amortization and Impairment of Long-Lived Assets | Amortization and Impairment of Long-Lived Assets Long-lived assets, such as property, equipment, right-of-use assets, and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. See Note 6, Intangibles, to the consolidated financial statements for details regarding impairment of intangibles. |
Leases | Leases The Company determines whether an arrangement contains a lease at inception in accordance with FASB Accounting Standards Codification No. 842, Leases, (ASC 842) . A contract is, or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We do not include options to extend or terminate the lease term unless it is reasonably certain that we will exercise any such options. We recognize rent expense under our operating leases on a straight-line basis, variable lease costs such as operating costs and property taxes are expensed as incurred. For finance leases, we record interest expense on the lease liability in addition to amortizing the right-of-use asset (generally straight-line) over the shorter of the lease term or the useful life of the right-of-use asset. Finance leases are included in property and equipment, net, finance lease obligations, and finance lease obligations, non-current on our consolidated balance sheets. |
Revenue Recognition, Deferred Revenue and Cost of Revenue | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No. 606, Revenue from Contracts with Customers, (ASC 606) . The Company recognizes revenue at a point in time when control is transferred to the customer or over time as a percentage of completion or otherwise in accordance with the terms of the contract. Cash received by the Company prior to when control of services is transferred to the customer is recorded as deferred revenue. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it provides to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the services promised within each contract and determines those that are performance obligations and assesses whether each promised service is distinct. The Company then recognizes revenue when (or as) the performance obligation is satisfied. The Company generates revenue through: • the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue; • facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs"); • serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns; and • providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research. Digital publishing and advertising technology revenues are generated by audiences seeing or clicking on digital advertisements utilizing several advertising partners. The Company recognizes revenue once the performance obligation is satisfied at a point in time, on a gross basis net of adjustments based on the number of advertisements delivered. Customers are billed monthly or billing is generated via custom content production and extensions on our social media platforms. Consumer insights revenues are generated by providing primary and secondary research, competitive intelligence, and expert insight to address customers' strategic issues. The Company recognizes revenue as the services are rendered, by applying the percentage of completion method on a cost-to-cost basis to measure progress toward satisfaction of the performance obligation. Progress toward satisfaction of the performance obligation is measured based on costs incurred to-date relative to the total estimated costs expected to be incurred in providing services. The Company does not include costs that do not contribute to its progress toward satisfying its promise to the customer. Creative services revenues are generated by delivering campaign services to customers. Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for the individual performance obligations separately if they are distinct. If recurring services are performed, the Company recognizes revenue as the services are rendered over time, generally on a ratable basis over the contract term beginning on the date that the service is made available to the customer. For campaign services that require a one-time deliverable, we recognize revenue once the performance obligation is satisfied at a point in time. Media services revenues are generated through the access to programmatic campaigns. The Company recognizes revenue as the services are rendered over time, on a ratable basis over the contract term, beginning on the date that the service is made available to the customer. There is no significant initial cost incurred to obtain contracts with customers. Deferred Revenue The Company records deferred revenue when cash payments are received or amounts are invoiced in advance of performance obligations. The Company expects to recognize deferred revenue in the period when it provides its services and, therefore, satisfies its performance obligation to the customer. Cost of Revenue Cost of revenue includes internal labor and payment to third parties for services performed to drive revenue, which includes the publisher cost paid for ad exchange on third party sites, advertising fees, personnel costs, technology and data related costs, fees paid for content creation, influencers, writers and sales commission. |
Website Development Costs | Website Development Costs The Company accounts for its website development costs in accordance with FASB Accounting Standards Codification No. 350, Website Development Costs (ASC 350) . These costs, if any, are included in intangible assets in the accompanying consolidated balance sheets. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of five years. During the year ended December 31, 2023 and 2022, all website development costs have been expensed. While it is likely that we will have significant amortization expense as we continue to acquire websites, we believe that intangible assets represent costs incurred by the acquired website to build value prior to an acquisition, and any related amortization and impairment expenses are not representative of ongoing costs of doing business. |
Advertising and Marketing | Advertising and Marketing |
Share-Based Compensation | Stock Based Compensation We account for stock based compensation in accordance with FASB Accounting Standards Codification No. 718, Compensation - Stock Compensation (ASC 718) . ASC 718 addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock option grants to employees and non-employees is based on the fair value of the award on the date of grant. We record forfeitures as they occur. The Company calculates stock compensation expense using the graded vesting method, which begins expensing each tranche on the expense begin date through the vesting date. This will result in front-loaded expenses, and is included in general and administrative expenses in the consolidated statements of operations. |
Treasury Stock | Treasury Stock The Company accounts for its treasury stock as set forth in FASB Accounting Standards Codification No. 505, Treasury Stock (ASC 505-30) |
Loss Per Share | Loss Per Share The Company computes net loss per share in accordance with FASB Accounting Standards Codification No. 260, Earnings Per Share (ASC 260) . Under the provisions of ASC 260, basic net loss per share is computed by dividing the net loss available to common shareholders by the weighted average common shares outstanding during the period. Diluted net loss per share adjusts basic net loss per share for the effect of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted loss per share information separately for each class of equity instruments that participates in any income distribution with primary equity instruments. |
Deferred Debt Costs | Deferred Debt Costs |
Income Taxes | Income Taxes We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws in the period those differences are expected to reverse. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. The Company follows the provisions of FASB Accounting Standards Codification No. 740, Income Taxes (ASC 740) . When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax expenses are recognized as tax expenses in the consolidated statement of operations and comprehensive loss. |
Segment Reporting | Segment Reporting Consistent with FASB Accounting Standards Codification No. 280, Segment Reporting (ASC "280"), our Chief Financial Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Our components are digital publishing, advertising technology, consumer insights, creative and media services. There are no segment managers who are held accountable by the Chief Financial Officer, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we determined we have one operating and reportable segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. Significant estimates included in the accompanying consolidated financial statements include, valuation of goodwill and intangible assets, allowance for current expected credit losses, the determination of the relative selling prices of our services, percentage of completion for revenue recognition, estimates of amortization period for intangible assets, estimates of depreciation period for property and equipment, discount rates used in the valuation of right-of-use assets and lease liabilities, litigation reserves, the valuation of equity-based transactions, valuation of the Center Lane Senior Secured Facility carrying value regarding debt modification or extinguishment, and the valuation allowance on deferred tax assets. While these estimates are based on our best knowledge of current events and actions that may affect us in the future, actual results may differ materially from these estimates. |
Foreign Currency | Foreign Currency |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. In addition, the Company maintains various bank accounts in Thailand and Israel, with some level of insurance. We perform periodic evaluations of the relative credit standing of financial institutions. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. We perform credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for current expected credit losses based upon the expected collectability of accounts receivable balances. The Company generates revenue as follows: • selling of advertisements placed on the Company’s owned and managed sites, as well as from advertisements placed on partner websites, for which the Company earns a share of the revenue; • facilitating the real-time buying and selling of advertisements at scale between networks of buyers, known as DSPs and sellers known as SSPs; • serving advertisers and agencies by providing access to premium inventory and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaign; and • |
Reclassification | Reclassification As of and for the year ending December 31, 2023, certain amounts have been reclassified for comparative purposes. Changes were made for foreign currency translation from operating activities to showing the cash and cash equivalent impact only as a separate line item below financing activities, right of use asset and liability showing a net position instead showing a separate line item for asset and liabilities and reclassification on other operating activities line items for accounts payable and accrued expenses on the consolidated statement of cash flows. Changes were made for other expenses under finance income (expense), to general and administrative expense, which impacted our loss from operations |
Effective Accounting Pronouncements | Effective Accounting Pronouncements Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13 (amended by ASU 2019-10), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments. which replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company was required to adopt the new guidance on January 1, 2023. Based on the nature of our business, the adoption of this standard did not have a material impact on our consolidated financial statements for the year ended December 31, 2023. In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer s. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company adopted this standard in accounting for its Big Village Acquisition. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. The new standard is effective January 1, 2024 (early adoption is permitted, but not earlier than January 1, 2021). The Company is currently evaluating the impact this guidance will have on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following table provides information about customer and vendor concentration that exceeds 10% of revenue, accounts receivable and accounts payable for the years ended December 31, 2023 and 2022: December 31, 2023 2022 Revenue Concentration Customers exceeding 10% of revenue 2 1 % of overall revenue Customer 1 13.0 % — % Customer 2 10.0 % 37.7 % Total % of revenue 23.0 % 37.7 % December 31, 2023 2022 Accounts Receivable Concentration Customers exceeding 10% of receivable 2 1 % of accounts receivable Customer 1 15.7 % — % Customer 2 10.5 % 43.5 % Total % of accounts receivable 26.2 % 43.5 % December 31, 2023 2022 Accounts Payable Concentration Vendors exceeding 10% of payable — 2 % of accounts payable Customer 1 — % 11.0 % Customer 2 — % 10.8 % Total % of accounts payable — % 21.8 % |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | Accounts receivable, net consisted of the following: December 31, ($ in thousands) 2023 2022 Accounts receivable $ 13,799 $ 3,447 Unbilled receivables ( A ) 1,252 724 15,051 4,171 Less: allowance for current expected credit losses (372) (586) Accounts receivable, net $ 14,679 $ 3,585 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER ASSETS | Prepaid expenses and other assets consisted of the following: December 31, ($ in thousands) 2023 2022 Prepaid insurance (1) $ 618 $ 1 Prepaid consulting service — 285 Prepaid software 46 176 Deposits 156 137 Subscriptions 174 — Other current assets 219 138 Total prepaid expense and other assets 1,213 737 Less: other assets, non-current (156) (137) Prepaid expenses and other current assets $ 1,057 $ 600 (1) The amount of $618,000 is being paid over a period of time and is also included in accounts payable at December 31, 2023. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following: Estimated December 31, ($ in thousands) 2023 2022 Furniture and fixtures 3-5 $ 8 $ 49 Computer equipment 3 190 340 Computer software 5 206 — 404 389 Less: accumulated depreciation (205) (349) Property and equipment, net $ 199 $ 40 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF WEBSITE ACQUISITIONS, NET | Website acquisitions, net consisted of the following: December 31, ($ in thousands) 2023 2022 Website acquisition assets $ 1,124 $ 1,124 Less: accumulated amortization (1,123) (1,122) Website acquisition assets, net $ 1 $ 2 |
SCHEDULE OF INTANGIBLE ASSETS | Other intangible assets, net consisted of the following: December 31, 2023 December 31, 2022 ($ in thousands) Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name 2- 10 $ 8,381 $ (3,167) $ 5,214 $ 2,759 $ (1,617) $ 1,142 IP/Technology 10 5,821 (2,180) 3,641 1,983 (899) 1,084 Customer relationships 5 - 10 13,380 (7,002) 6,378 6,680 (4,419) 2,261 Non-compete agreements 3 - 5 402 (402) — 402 (381) 21 Total $ 27,984 $ (12,751) $ 15,233 $ 11,824 $ (7,316) $ 4,508 (in thousands) Accumulated Amortization Impairment Loss Amortization Accumulated Amortization December 31, 2022 Twelve Months Ended December 31, 2023 Trade name $ 1,617 $ 742 $ 808 $ 3,167 IP/technology 899 900 381 2,180 Customer relationships 4,419 1,291 1,292 7,002 Non-compete agreements 381 13 8 402 Total $ 7,316 $ 2,946 $ 2,489 $ 12,751 During the year ended December 31, 2023, the Company acquired intangible assets through the acquisition of the Big Village Entities as follows: (in thousands) Useful Life Amount Trade name 7 to 10 $ 5,622 Developed technology 10 3,838 Customer relationships 7 to 10 6,700 Total $ 16,160 For further details on the Big Village Acquisition, see Note 13 , Business Combinations to the consolidated financial statements. December 31, 2023 2022 Website $ 1 $ 2 Other intangibles 15,233 4,508 Total intangible, net $ 15,234 $ 4,510 |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSET | As of December 31, 2023, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows: ($ in thousands) Amount 2024 $ 1,922 2025 1,845 2026 1,769 2027 1,769 2028 1,769 Thereafter 6,160 Total $ 15,234 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CHANGES GOODWILL | The following table represents the allocation of goodwill as of December 31, 2023 and 2022: ($ in thousands) Owned & Operated Ad Network Insights Total December 31, 2021 $ 9,725 $ 9,920 $ — $ 19,645 Additions — — — — December 31, 2022 9,725 9,920 — 19,645 Additions 1,357 — 907 2,264 Impairment (8,217) (5,907) — (14,124) December 31, 2023 $ 2,865 $ 4,013 $ 907 $ 7,785 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consisted of the following: December 31, ($ in thousands) 2023 2022 Accounts payable (A) $ 11,391 $ 8,585 Accrued wages, commissions and bonus 353 380 Publisher cost 1,153 559 Professional fees 1,322 677 Subcontractor 3,013 — Other 265 116 Total accounts payable and accrued expenses $ 17,497 $ 10,317 A. Accounts payable includes $5.2 million, and $5.9 million at December 31, 2023 and, 2022, respectively, for Slutzky & Winshman Ltd and Mediahouse, whose operations were terminated during the year ended December 31, 2023. |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other current liabilities consisted of the following: (in thousands) December 31, 2023 December 31, 2022 Current portion of long term lease $ 82 $ 38 Dividend payable 692 692 Project advance expense (1) 1,401 — Litigation reserves 1,152 1,107 Other current liabilities 23 1 Total other current liabilities 3,350 1,838 Less: other liabilities, non-current (325) — Other current liabilities $ 3,025 $ 1,838 (1) Represents amount advanced by customers to cover third party expenses specifically related to their project, these expenses are offset against the advance and are not part of the Company's income statement. |
CENTRE LANE SENIOR SECURED CR_2
CENTRE LANE SENIOR SECURED CREDIT FACILITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOAN BALANCES AND ACCRUED INTEREST | The below table summarizes the loan balances and accrued interest for the years ended December 31, 2023 and 2022: December 31, ($ in thousands) 2023 2022 Note payable – Centre Lane Senior Secured Credit Facility, related party (current portion) $ 5,592 $ 4,860 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party 58,674 25,101 Net principal at December 31, 2023 and 2022 64,266 29,961 Add: debt discount 5,962 3,148 Outstanding principal at December 31, 2023 and 2022 $ 70,228 $ 33,109 |
SCHEDULE OF LONG-TERM DEBT | The below table summarizes the movement in the outstanding principal from inception through December 31, 2023: December 31, ($ in thousands) 2023 2022 Opening balance $ 33,109 $ 26,334 Add: Draws 29,816 3,050 Exit and other fees 917 621 Interest capitalized 6,656 3,104 70,498 33,109 Less: Payment (270) — Outstanding principal $ 70,228 $ 33,109 |
SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION | The minimum annual principal payments of notes payable at December 31, 2023 were: ($ in thousands) Amount 2024 $ 5,592 2025 3,517 2026 61,119 Total $ 70,228 |
SCHEDULE OF INTEREST EXPENSE | Interest expense for the year ended December 31, 2023, and 2022 consisted of the following: December 31, ($ in thousands) 2023 2022 Interest expense $ 7,080 $ 3,042 Amortization 2,062 1,185 Total interest expense $ 9,142 $ 4,227 |
SCHEDULE OF LINE OF CREDIT FACILITIES | The below table summarizes the amendments that were executed by the Company since the inception of the facility to December 31, 2023, (in thousands, except for share data): Number Date Draw $'000 Repayment Date Interest Rate (PIK) (D) Interest Rate (Cash) Agency Fee Exit Fee (A) Common Stock Issued Accounting Impact 1 4/26/2021 $ — 4/20/2026 12.39 % — % $ — $ — 150,000 Extinguishment (B) 2 5/26/2021 1,500 4/20/2026 12.39 % — % — 750 3,000,000 Modification (F) 3 8/12/2021 500 4/20/2026 12.39 % — % — 250 2,000,000 Modification (F) 4 8/31/2021 1,100 4/20/2026 12.39 % — % — 550 — Modification (F) 5 10/08/2021 725 4/20/2026 12.39 % — % — 363 — Extinguishment (F) 6 11/05/2021 800 4/20/2026 12.39 % — % — 800 7,500,000 Modification (F) 7 12/23/2021 500 4/20/2026 12.39 % — % 70 500 — Modification (F) $ 5,125 $ 70 $ 3,213 12,650,000 8 1/26/2022 350 4/20/2026 12.39 % — % — 350 — Modification (F) 9 2/11/2022 250 4/20/2026 4.00 % 8.39 % — 13 — Modification (G) 10 3/11/2022 300 4/20/2026 4.00 % 8.39 % — 15 — Modification (G) 11 3/25/2022 500 4/20/2026 4.00 % 8.39 % — 25 — Modification (G) 12 4/15/2022 450 4/20/2026 4.00 % 8.39 % — 23 — Modification (G) 13 5/10/2022 500 4/20/2026 4.00 % 8.39 % 35 25 — Modification (G) 14 6/10/2022 350 4/20/2026 4.00 % 8.39 % — 18 — Modification (G) 15 7/08/2022 350 4/20/2026 4.00 % 8.39 % — 18 — Modification (G) $ 3,050 $ 35 $ 487 — 16 2/10/2023 1,500 4/20/2026 4.00 % 8.39 % — 75 — Modification (G) 17 4/20/2023 26,316 4/20/2026 15.00 % — % 35 708 21,401,993 Extinguishment (C) 19 7/28/2023 2,000 6/28/2024 4.00 % 8.39 % $ — 100 — Modification (G) $ 29,816 $ 35 $ 883 21,401,993 Total $ 37,991 $ 140 $ 4,583 34,051,993 (A) Added and capitalized to the principal amount of the original loan and the original loan terms apply. (B) The Centre Lane Senior Secured Credit Facility was amended to permit the Company to raise up to $6.0 million of total cash proceeds from the sale of its preferred stock prior to December 31, 2021, without having to make a mandatory prepayment of the loans. Additionally, the Company may issue up to $800,000 in dividends from the previous limit of $500,000 per annum. (C) 15% PIK until April 20, 2024, then 5% cash and 10% PIK thereafter. (D) New rates in effect in connection with amendment nineteen, Amendment 1 through 8 PIK rate was 10%. (E) New rates in effect in connection with amendment nineteen, Amendment 9 through 16 cash rate was 8%. (F) First In Last Out Loans. (G) Last In First Out Loans. (H) As discussed above, there was no impact on principal or interest and no fees incurred by the Company for amendment 18, hence not included in above table. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Identified intangibles total $16.2 million inclusive of the below: (in thousands) Useful Life Amount Trade name 7 to 10 $ 5,622 Developed technology 10 3,838 Customer relationships 7 to 10 6,700 $ 16,160 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price based on the estimated fair value of the acquired assets and assumed liabilities at the date of the Big Village Acquisition and subsequent adjustment: (in thousands) Balance Purchase price consideration Centre Lane Senior Secured Credit Facility $ 19,874 Fair value of assets acquired Accounts receivable 12,477 Intangibles 16,160 Goodwill 2,264 Prepaid and other assets 836 Property and equipment 206 $ 31,943 Fair value of liabilities assumed Accounts payable and accrued expenses 6,540 Deferred revenue 4,534 Other current liabilities 995 $ 12,069 Total fair value of assets acquired and liabilities assumed $ 19,874 |
Business Acquisition, Pro Forma Information | Supplemental pro forma information is as follows: (Unaudited) Years Ended December 31, 2023 2022 Revenue $ 56,780 $ 75,948 Net loss $ 36,741 $ (6,640) Basic and diluted net loss per share $ 0.22 $ (0.05) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The below table shows the quantitative information for assets measured at fair value on a non-recurring basis: ($ in thousands) Quantitative Information about Level 3 Fair Value Measurements Fair Value Valuation Technique Unobservable Input Rate (Weighted Average Cost of Capital Goodwill $ 7,785 Discounted cash flow Discount rate 21.12% Intangible assets, net $ 15,234 Discounted cash flow Discount rate 21.12% |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE DISAGGREGATED BY TYPE | The following table represents our revenue disaggregated by type (in thousands): Year Ended December 31, 2023 2022 Revenue: Digital publishing $ 4,130 $ 8,032 Advertising technology 9,463 11,548 Consumer insights 23,868 — Creative services 5,130 — Media services 1,955 — Total revenue $ 44,546 $ 19,580 |
REVENUE DISAGGREGATED BY GEOGRAPHIC AREA | Revenue by geographical region consist of the following (in thousands): Year Ended December 31, 2023 2022 Revenue: United States $ 44,546 $ 18,400 Israel — 1,180 Total revenue $ 44,546 $ 19,580 |
DEFERRED REVENUE | The movement in deferred revenue during the years ended December 31, 2023 and 2022, comprised the following (in thousands): December 31, 2023 December 31, 2022 Deferred revenue at start of the year $ 737 $ 1,162 Amounts invoiced during the year 31,864 588 Business combinations 4,534 — Less: revenue recognized during the year (32,566) (1,013) Deferred revenue at end of the year $ 4,569 $ 737 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY | As of December 31, 2023 and 2022, the right-of-use asset and lease liability for the operating lease are summarized as follows (in thousands): December 31, 2023 2022 Assets Operating lease $ 306 $ 367 Finance lease (1) 60 — $ 366 $ 367 Liabilities Operating lease liability, current $ 64 $ 38 Operating lease liability, net of current portion 239 319 Total operating lease liabilities $ 303 $ 357 Finance lease obligations, current $ 18 $ — Finance lease obligations, net of current portion 42 — Total finance lease obligations $ 60 $ — Weighted average remaining lease terms (in years) Operating lease 3.75 4.75 Finance lease 2.75 — Weighted average discount rate Operating lease 14.39 % 14.39 % Finance lease 21.12 % — % (1) Finance lease represents computer software, see Note 5 "Property and Equipment". |
Lessee, Operating Lease, Liability, to be Paid, Maturity | As of December 31, 2023, the aggregate annual lease obligations were as follows (in thousands): Operating Lease Finance Lease 2024 $ 64 $ 18 2025 79 22 2026 96 20 2027 78 — Total lease obligations 316 60 Less: Amount representing interest (13) — Net lease obligations $ 303 $ 60 |
Finance Lease, Liability, to be Paid, Maturity | As of December 31, 2023, the aggregate annual lease obligations were as follows (in thousands): Operating Lease Finance Lease 2024 $ 64 $ 18 2025 79 22 2026 96 20 2027 78 — Total lease obligations 316 60 Less: Amount representing interest (13) — Net lease obligations $ 303 $ 60 |
SHAREHOLDERS' DEFICIT (Tables)
SHAREHOLDERS' DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD | During the year ended December 31, 2023, the Company issued 21,658,498 shares of our common stock for the following concepts (in thousands, except share data): Shares (#) Value $'000 Shares issued to Centre Lane related to debt financing 21,401,993 $ 1,926 Common stock issued for services rendered 190,000 31 Common stock issued for options exercised 90,000 1 Adjustment to Oceanside shares issued (A) (23,495) — Total 21,658,498 $ 1,958 (A) -represents an adjustment to reconcile shares actually issued related to the Oceanside acquisition in 2019. During the year ended December 31, 2022, the Company issued 634,253 shares of our common stock for the following concepts (in thousands, except share data): Shares (#) Value $'000 Common stock issued for services rendered 235,000 $ 38 Common stock issued for options exercised 100,000 1 Conversion of Preferred Stocks 125,000 1 Shares issued to Oceanside employees per the acquisition agreement valued at $1.60 174,253 279 Total 634,253 $ 319 |
SCHEDULE OF WARRANT OUTSTANDING | A summary of the Company’s warrants outstanding as of December 31, 2023 and 2022 is presented below: December 31, 2023 Warrants Exercise Price Number Gross cash proceeds $ 1.00 4,992,308 $ 4,992 $ 0.75 15,456,008 $ 11,592 $ 0.65 913,750 $ 594 21,362,066 $ 17,178 December 31, 2022 Warrants Exercise Price Number Gross cash proceeds $ 1.00 4,992,308 $ 4,992 0.65 15,550,000 10,108 $ 0.75 15,456,008 11,592 35,998,316 $ 26,692 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table presents the activity of the Company’s outstanding stock options of common stock for the year ended December 31, 2023: Number of Weighted Weighted Aggregate Intrinsic Value (in thousands) Balance Outstanding, December 31, 2022 6,517,660 $ 0.33 7.8 $ 552 Granted 6,128,200 0.09 9.2 198 Exercised (90,000) 0.01 0 10 Forfeited (1,426,375) 0.02 0 136 Expired (401,125) 0.07 0 38 Balance Outstanding, December 31, 2023 10,728,360 $ 0.12 8.7 $ 568 Exercisable at December 31, 2023 1,916,954 $ 0.31 6.5 $ 121 Unvested at December 31, 2023 8,811,406 $ 0.07 9.2 $ 447 |
SCHEDULE OF OPTIONS OUTSTANDING UNDER OPTION PLANS | Summarized information with respect to options outstanding under the stock option plans at December 31, 2023, is as follows: Options Outstanding Options Exercisable Range or Number Weighted Average Remaining Number Weighted Average 0.002 - 0.13 8,922,133 $ 0.06 9.1 1,110,977 $ — 0.14 - 0.24 1,202,000 0.18 8.9 201,750 0.18 0.25 - 0.49 416,000 0.42 1.6 416,000 0.42 0.50 - 0.85 55,000 0.56 0.7 55,000 0.56 0.86 - 1.75 133,227 1.22 5.9 133,227 1.22 10,728,360 $ 0.10 8.7 1,916,954 $ 0.22 |
SCHEDULE OF ASSUMPTIONS USED IN VALUING STOCK OPTIONS | The following table provides the weighted average assumptions used in determining the fair value of the stock-based awards for the year ended December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Expected Term (years) 6.25 6.25 Expected volatility 486 % 427 % Risk -free interest rate 4.15 % 2.83 % Dividend yield — % — % Expected forfeiture rate — % — % |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF LOSS PER SHARE | The following tables reconcile actual basic and diluted earnings per share for the years ended December 31, 2023, and 2022 (in thousands except shares and per share data). December 31, 2023 2022 Loss per share: Numerator: Net loss $ (35,564) $ (8,125) Preferred stock dividends — (5) Net loss available to common stockholders $ (35,564) $ (8,130) Denominator: Weighted-average common shares outstanding Basic and diluted 164,845,671 149,191,057 Net loss per common share Basic and diluted $ (0.22) $ (0.05) |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the years ended December 31, 2023, and 2022 were as follows: December 31, 2023 2022 Common stock equivalent from: Shares unvested and subject to exercise of stock options 10,728,360 6,517,660 Shares subject to warrants stock conversion 21,362,066 35,998,316 Shares subject to convertible notes stock conversion 200,000 200,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF LOSS BEFORE INCOME TAXES | The Company’s loss before income taxes consists of the following: Year Ended December 31, 2023 2022 United States $ (35,806) $ (7,596) Foreign 242 (529) Total loss before provision for income taxes $ (35,564) $ (8,125) |
SCHEDULE OF INCOME TAX RATE RECONCILIATION | A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: December 31, 2023 2022 Amount Rate Amount Rate Federal tax expense (benefit) at the statutory rate from operations $ (7,469) 21.00 % $ (1,706) 21.00 % State tax benefit, net of federal income tax benefit (631) 1.78 % (872) 10.73 % PPP loan forgiveness — — % (62) 0.76 % Other adjustments (70) 0.20 % (73) 0.90 % Effect of foreign taxes (7) 0.02 % 43 (0.53) % Impairment 2,944 (8.28) % — — % Stock compensation 40 (0.11) % 38 (0.46) % Change in valuation allowance 5,193 (14.61) % 2,632 (32.40) % Total tax provision (benefit) $ — — % $ — — % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2023, and 2022, are as follows: December 31, 2023 2022 Deferred tax assets: Net operating loss carryforward $ 20,665 $ 16,552 Intangible assets 1,964 — Lease liability 97 — Other 732 1,028 Total gross deferred tax assets 23,458 17,580 Less: Deferred tax asset valuation allowance (22,762) (17,570) Total net deferred tax assets $ 696 $ 10 Property and equipment — (10) Right-of-use asset (98) — Debt modification (598) — Net deferred tax liability $ — $ — |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) | 12 Months Ended | 24 Months Ended | |||
Apr. 20, 2023 USD ($) employee business | Apr. 10, 2023 employee | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Apr. 20, 2026 | |
Short-Term Debt [Line Items] | |||||
Number of employees | employee | 203 | ||||
Proceeds from Centre Lane Senior Secured Credit Facility - related party | $ 8,626,000 | $ 3,050,000 | |||
Common stock, issued (in shares) | shares | 34,051,993 | ||||
Big Village | |||||
Short-Term Debt [Line Items] | |||||
Number of businesses acquired | 2 | 2 | |||
Consideration transferred | $ 20,000,000 | ||||
Number of employees | employee | 203 | ||||
Bright Mountain Media, Inc | BV Agency, LLC | |||||
Short-Term Debt [Line Items] | |||||
Investment owned, percentage | 12.40% | ||||
Bright Mountain Media, Inc | Centre Lane Partners Master Credit Fund II, L.P | |||||
Short-Term Debt [Line Items] | |||||
Investment owned, percentage | 8.80% | ||||
Seventeenth Amendment | |||||
Short-Term Debt [Line Items] | |||||
Interest Rate (PIK)(D) | 10% | 15% | |||
Basis spread on variable rate, cash rate | 5% | 0% | |||
Common stock, issued (in shares) | shares | 21,401,993 | ||||
Seventeenth Amendment | Forecast | |||||
Short-Term Debt [Line Items] | |||||
Interest Rate (PIK)(D) | 10% | ||||
Basis spread on variable rate, cash rate | 5% | ||||
Seventeenth Amendment | Centre Lane Senior Secured Credit Facility | Credit Agreement | |||||
Short-Term Debt [Line Items] | |||||
Proceeds from Centre Lane Senior Secured Credit Facility - related party | $ 26,300,000 | ||||
Discount rate issued | 5% | ||||
Discount amount | $ 1,300,000 | ||||
Interest Rate (PIK)(D) | 15% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NARRATIVE (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) reportingUnit segment shares | Dec. 31, 2022 USD ($) shares | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated deficit | $ (149,833) | $ (114,269) |
Net cash used in operating activities | (4,658) | (3,115) |
Working capital deficit | 11,100 | |
Cash and cash equivalents | 4,000 | 316 |
Deposits | 250 | |
FDIC exceeded insurance limit amount | 31 | 66 |
Marketing and advertising expense | $ 257 | $ 46 |
Number of reporting units | reportingUnit | 3 | |
Treasury stock (in shares) | shares | (825,175) | (825,175) |
Number of reportable segments | segment | 1 | |
Number of operating segments | segment | 1 | |
Federal Deposit Insurance Corporation Premium Expense | $ 29 | |
One Financial Institution | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cash uninsured amount | $ 3,700 | |
Website Development Cost | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 5 years | |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 5 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | |
Trade name | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 2 years | |
Trade name | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | |
IP/Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | |
Non-compete agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 3 years | |
Non-compete agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONCENTRATION RISK (Details) | 12 Months Ended | |
Dec. 31, 2023 customer vendor | Dec. 31, 2022 customer vendor | |
Product Information [Line Items] | ||
Customers exceeding 10% of revenue | 2 | 1 |
Customers exceeding 10% of receivable | 2 | 1 |
Vendors exceeding 10% of payable | vendor | 0 | 2 |
Revenue Benchmark | Customer Concentration Risk | Customer One | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 13% | 0% |
Revenue Benchmark | Customer Concentration Risk | Customer Two | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10% | 37.70% |
Revenue Benchmark | Customer Concentration Risk | Total Customers | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 23% | 37.70% |
Accounts Receivable | Customer Concentration Risk | Customer One | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 15.70% | 0% |
Accounts Receivable | Customer Concentration Risk | Customer Two | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.50% | 43.50% |
Accounts Receivable | Customer Concentration Risk | Total Customers | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 26.20% | 43.50% |
Accounts Payable | Customer Concentration Risk | One Vendor | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 0% | 11% |
Accounts Payable | Customer Concentration Risk | Vendor Two | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 0% | 10.80% |
Accounts Payable | Customer Concentration Risk | Total Vendors | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 0% | 21.80% |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Receivables [Abstract] | |||
Accounts receivable | $ 13,799 | $ 3,447 | |
Unbilled receivables | 1,252 | 724 | |
Accounts receivable, before allowance for credit loss, current | 15,051 | 4,171 | |
Less: allowance for current expected credit losses | (372) | (586) | |
Accounts receivable, net | 14,679 | 3,585 | $ 3,600 |
Expected credit losses | $ 58 | $ 84 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS- SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance (1) | $ 618,000 | $ 1,000 |
Prepaid consulting service | 0 | 285,000 |
Prepaid software | 46,000 | 176,000 |
Deposits | 156,000 | 137,000 |
Subscriptions | 174,000 | 0 |
Other current assets | 219,000 | 138,000 |
Total prepaid expense and other assets | 1,213,000 | 737,000 |
Other assets, non-current | (156,000) | (137,000) |
Prepaid expenses and other current assets | $ 1,057,000 | $ 600,000 |
PROPERTY AND EQUIPMENT - SCHEDU
PROPERTY AND EQUIPMENT - SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 404 | $ 389 |
Less: accumulated depreciation | (205) | (349) |
Property and equipment, net | 199 | 40 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8 | 49 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 5 years | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 3 years | |
Property and equipment, gross | $ 190 | 340 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 5 years | |
Property and equipment, gross | $ 206 | $ 0 |
PROPERTY AND EQUIPMENT - NARRAT
PROPERTY AND EQUIPMENT - NARRATIVE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 125 | $ 38 |
INTANGIBLE ASSETS, NET - WEBSIT
INTANGIBLE ASSETS, NET - WEBSITE ACQUISITION (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Amount | $ 15,234 | $ 4,510 |
Website Acquisitions Net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website acquisition assets | 1,124 | 1,124 |
Less: accumulated amortization | (1,123) | (1,122) |
Net Carrying Amount | $ 1 | $ 2 |
INTANGIBLE ASSETS, NET - SCHEDU
INTANGIBLE ASSETS, NET - SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Amount | $ 15,234,000 | $ 4,510,000 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,381,000 | 2,759,000 |
Accumulated Amortization | (3,167,000) | (1,617,000) |
Net Carrying Amount | $ 5,214,000 | 1,142,000 |
Trade name | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 2 years | |
Trade name | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | |
IP/Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | |
Gross Carrying Amount | $ 5,821,000 | 1,983,000 |
Accumulated Amortization | (2,180,000) | (899,000) |
Net Carrying Amount | 3,641,000 | 1,084,000 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,380,000 | 6,680,000 |
Accumulated Amortization | (7,002,000) | (4,419,000) |
Net Carrying Amount | $ 6,378,000 | 2,261,000 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 5 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 402,000 | 402,000 |
Accumulated Amortization | (402,000) | (381,000) |
Net Carrying Amount | $ 0 | 21,000 |
Non-compete agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 3 years | |
Non-compete agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 5 years | |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 27,984,000 | 11,824,000 |
Accumulated Amortization | (12,751,000) | (7,316,000) |
Net Carrying Amount | $ 15,233,000 | $ 4,508,000 |
INTANGIBLES ASSETS, NET - IMPAI
INTANGIBLES ASSETS, NET - IMPAIRMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Roll Forward] | ||
Amortization of intangibles | $ 2,490 | $ 1,558 |
Trade name | ||
Finite-Lived Intangible Assets [Roll Forward] | ||
Accumulated Amortization, beginning balance | 1,617 | |
Impairment Loss | 742 | |
Amortization of intangibles | 808 | |
Accumulated Amortization, ending balance | 3,167 | 1,617 |
IP/Technology | ||
Finite-Lived Intangible Assets [Roll Forward] | ||
Accumulated Amortization, beginning balance | 899 | |
Impairment Loss | 900 | |
Amortization of intangibles | 381 | |
Accumulated Amortization, ending balance | 2,180 | 899 |
Customer relationships | ||
Finite-Lived Intangible Assets [Roll Forward] | ||
Accumulated Amortization, beginning balance | 4,419 | |
Impairment Loss | 1,291 | |
Amortization of intangibles | 1,292 | |
Accumulated Amortization, ending balance | 7,002 | 4,419 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Roll Forward] | ||
Accumulated Amortization, beginning balance | 381 | |
Impairment Loss | 13 | |
Amortization of intangibles | 8 | |
Accumulated Amortization, ending balance | 402 | 381 |
Other intangibles | ||
Finite-Lived Intangible Assets [Roll Forward] | ||
Accumulated Amortization, beginning balance | 7,316 | |
Impairment Loss | $ 2,946 | |
ImpairmentOfIntangibleAssetFiniteLivedStatementOfIncomeOrComprehensiveIncomeExtensibleEnumerationNotDisclosedFlag | Impairment Loss | |
Amortization of intangibles | $ 2,489 | |
Accumulated Amortization, ending balance | $ 12,751 | $ 7,316 |
INTANGIBLES ASSETS, NET - ACQUI
INTANGIBLES ASSETS, NET - ACQUISITION (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Apr. 20, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 15,234 | $ 4,510 | |
Big Village | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 16,160 | ||
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 5,214 | 1,142 | |
Trade name | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Trade name | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 2 years | ||
Trade name | Big Village | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Trade name | Big Village | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 7 years | ||
Developed technology | Big Village | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 6,378 | $ 2,261 | |
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 5 years | ||
Customer relationships | Big Village | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Customer relationships | Big Village | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 7 years |
INTANGIBLE ASSETS, NET - TOTAL
INTANGIBLE ASSETS, NET - TOTAL INTANGIBLES, NET (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 15,234,000 | $ 4,510,000 |
Website | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | 1,000 | 2,000 |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 15,233,000 | $ 4,508,000 |
INTANGIBLE ASSETS, NET - NARRAT
INTANGIBLE ASSETS, NET - NARRATIVE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangibles | $ 2,490 | $ 1,558 |
INTANGIBLE ASSETS, NET - SCHE_2
INTANGIBLE ASSETS, NET - SCHEDULE OF FINITE LIVED INTANGIBLE ASSET (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 1,922 | |
2025 | 1,845 | |
2026 | 1,769 | |
2027 | 1,769 | |
2028 | 1,769 | |
Thereafter | 6,160 | |
Net Carrying Amount | $ 15,234 | $ 4,510 |
GOODWILL - SCHEDULE OF CHANGES
GOODWILL - SCHEDULE OF CHANGES GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill beginning | $ 19,645 | $ 19,645 |
Goodwill acquired during period | 2,264 | 0 |
Impairment | (14,124) | |
Goodwill ending | 7,785 | 19,645 |
Owned & Operated | ||
Goodwill [Roll Forward] | ||
Goodwill beginning | 9,725 | 9,725 |
Goodwill acquired during period | 1,357 | 0 |
Impairment | (8,217) | |
Goodwill ending | 2,865 | 9,725 |
Ad Network | ||
Goodwill [Roll Forward] | ||
Goodwill beginning | 9,920 | 9,920 |
Goodwill acquired during period | 0 | 0 |
Impairment | (5,907) | |
Goodwill ending | 4,013 | 9,920 |
Insights | ||
Goodwill [Roll Forward] | ||
Goodwill beginning | 0 | 0 |
Goodwill acquired during period | 907 | 0 |
Impairment | 0 | |
Goodwill ending | $ 907 | $ 0 |
GOODWILL - NARRATIVE (Details)
GOODWILL - NARRATIVE (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) reportingUnit | Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill acquired during period | $ 2,264 | $ 0 |
Number of reporting units | reportingUnit | 3 | |
Impairment loss | $ 14,124 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable (A) | $ 11,391 | $ 8,585 |
Accrued wages, commissions and bonus | 353 | 380 |
Publisher cost | 1,153 | 559 |
Professional fees | 1,322 | 677 |
Subcontractor | 3,013 | 0 |
Other | 265 | 116 |
Accounts payable and accrued expenses | 17,497 | 10,317 |
Accounts payable, discontinued operations | $ 5,200 | $ 5,900 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Current portion of long term lease | $ 82 | $ 38 |
Dividend payable | 692 | 692 |
Project advance expense | 1,401 | 0 |
Litigation reserves | 1,152 | 1,107 |
Other current liabilities | 23 | 1 |
Total other current liabilities | 3,350 | 1,838 |
Less: other liabilities, non-current | (325) | 0 |
Other current liabilities | $ 3,025 | $ 1,838 |
CENTRE LANE SENIOR SECURED CR_3
CENTRE LANE SENIOR SECURED CREDIT FACILITY- NARRATIVE (Details) | 12 Months Ended | 24 Months Ended | |||||||
Jul. 01, 2024 | Jul. 28, 2023 USD ($) | Apr. 20, 2023 USD ($) | Jun. 01, 2020 USD ($) | Dec. 31, 2023 USD ($) amendment $ / shares shares | Dec. 31, 2022 USD ($) | Apr. 20, 2026 | Feb. 28, 2022 USD ($) | Apr. 30, 2021 USD ($) | |
Line of Credit Facility [Line Items] | |||||||||
Proceeds from Centre Lane Senior Secured Credit Facility - related party | $ 8,626,000 | $ 3,050,000 | |||||||
Exit fee | 4,583,000 | ||||||||
Net principal at December 31, 2023 and 2022 | 64,266,000 | 29,961,000 | |||||||
Fee amount | $ 140,000 | 35,000 | |||||||
Common stock, issued (in shares) | shares | 34,051,993 | ||||||||
Common stock issued for services rendered | $ 31,000 | 38,000 | |||||||
Repayment of loans, percentage | 2.50% | ||||||||
Prepayment cost amount | 250,000 | ||||||||
Outstanding principal | $ 70,228,000 | 33,109,000 | |||||||
Number of amendments | amendment | 18 | ||||||||
Cash paid for interest | $ 425,000 | 153,000 | |||||||
Repayments of long-term debt | (270,000) | 0 | |||||||
Old debt | 35,500,000 | ||||||||
Extinguishment of Centre Lane Credit Facility | 671,000 | ||||||||
Draw $'000 | 37,991,000 | ||||||||
Unamortized discount | (5,962,000) | (3,148,000) | |||||||
Amortization | $ 2,062,000 | 1,185,000 | |||||||
Bright Mountain Media, Inc | BV Agency, LLC | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Investment owned, percentage | 12.40% | ||||||||
Bright Mountain Media, Inc | Centre Lane Partners | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Investment owned, percentage | 8.80% | ||||||||
Non Refundable | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Fee amount | $ 35,000 | ||||||||
Senior Secured Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Net principal at December 31, 2023 and 2022 | $ 64,300,000 | $ 30,000,000 | |||||||
Seventeenth Amendment | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest Rate (PIK)(D) | 10% | 15% | |||||||
Basis spread on variable rate, cash rate | 5% | 0% | |||||||
Amendment fee percentage | 2% | ||||||||
Exit fee | $ 708,000 | ||||||||
Fee amount | $ 724,000 | ||||||||
Common stock, issued (in shares) | shares | 21,401,993 | ||||||||
Common stock issued for services rendered | 1,900,000 | ||||||||
Shares issued (in dollars per share) | $ / shares | $ 0.09 | ||||||||
Fair value of long-term debt | $ 62,700,000 | ||||||||
Draw $'000 | $ 26,316,000 | ||||||||
Seventeenth Amendment | Forecast | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest Rate (PIK)(D) | 10% | ||||||||
Basis spread on variable rate, cash rate | 5% | ||||||||
Seventeenth Amendment | List In First Out Loans | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Last in first out loans | 706,000 | ||||||||
Net principal at December 31, 2023 and 2022 | 31,000,000 | ||||||||
Nineteenth Amendment | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest Rate (PIK)(D) | 4% | ||||||||
Basis spread on variable rate, cash rate | 8.39% | ||||||||
Exit fee | $ 100,000 | ||||||||
Common stock, issued (in shares) | shares | 0 | ||||||||
Repayment of loans, percentage | 2.50% | ||||||||
SOFR rate | 5.39% | ||||||||
Draw $'000 | $ 2,000,000 | ||||||||
Nineteenth Amendment | Secured Overnight Financing Rate (SOFR) | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate, cash rate | 3% | ||||||||
Nineteenth Amendment | Forecast | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, interest rate, percent | 7% | ||||||||
Nineteenth Amendment | Forecast | Secured Overnight Financing Rate (SOFR) | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 5% | ||||||||
Ninth Amendment | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest Rate (PIK)(D) | 4% | ||||||||
Exit fee | $ 13,000 | ||||||||
Common stock, issued (in shares) | shares | 0 | ||||||||
Draw $'000 | $ 250,000 | ||||||||
Amendment Two Through Eight | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest Rate (PIK)(D) | 12.39% | ||||||||
Exit fee | $ 3,600,000 | ||||||||
Outstanding principal | $ 34,100,000 | ||||||||
Draw $'000 | $ 5,500,000 | ||||||||
Amendment Nine Through Fifteen | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding principal | $ 6,900,000 | ||||||||
Membership Interest Purchase Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit | $ 16,500,000 | ||||||||
Line of credit, fair value of amount outstanding | 15,000,000 | ||||||||
Repayments of line of credit | 900,000 | ||||||||
Expenses | $ 500,000 | ||||||||
Interest Rate (PIK)(D) | 6% | ||||||||
Membership Interest Purchase Agreement | Centre Lane Partners | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term line of credit | $ 38,000,000 | ||||||||
Credit Agreement | Seventeenth Amendment | Centre Lane Senior Secured Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Proceeds from Centre Lane Senior Secured Credit Facility - related party | $ 26,300,000 | ||||||||
Discount rate issued | 5% | ||||||||
Discount amount | $ 1,300,000 | ||||||||
Interest Rate (PIK)(D) | 15% | ||||||||
Credit Agreement | Nineteenth Amendment | Centre Lane Senior Secured Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Proceeds from Centre Lane Senior Secured Credit Facility - related party | $ 2,000,000 | ||||||||
First Amendment | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Increase (decrease) in interest rate | 10% | ||||||||
Ninth Amendment | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate, cash rate | 8% | ||||||||
Increase (decrease) in interest rate | 12% | ||||||||
Ninth Amendment | List In First Out Loans | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Proceeds from Centre Lane Senior Secured Credit Facility - related party | $ 6,900,000 | ||||||||
Nineteenth Amendment | Secured Overnight Financing Rate (SOFR) | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 7% | ||||||||
Amendment Two Through Eight | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Repayment of loans, percentage | 2.50% | ||||||||
Wild Sky | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Percent of voting interests acquired | 100% | ||||||||
Big Village | Seventeenth Amendment | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Exit fee | $ 18,000 | ||||||||
Net principal at December 31, 2023 and 2022 | $ 4,300,000 |
CENTRE LANE SENIOR SECURED CR_4
CENTRE LANE SENIOR SECURED CREDIT FACILITY - LOAN BALANCES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Net principal at December 31, 2023 and 2022 | $ 64,266 | $ 29,961 |
Add: debt discount | 5,962 | 3,148 |
Outstanding principal | 70,228 | 33,109 |
Centre Lane Senior Secured Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Note payable – 10% Convertible Promissory Notes, net of discount – related party | 5,592 | 4,860 |
Note payable – Centre Lane Senior Secured Credit Facility, net of discount – related party (non-current) | $ 58,674 | $ 25,101 |
CENTRE LANE SENIOR SECURED CR_5
CENTRE LANE SENIOR SECURED CREDIT FACILITY - MOVEMENT OF LOANS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Opening balance | $ 33,109 | $ 26,334 |
Add: | ||
Draws | 29,816 | 3,050 |
Exit and other fees | 917 | 621 |
Interest capitalized | 6,656 | 3,104 |
Repurchase amount | 70,498 | 33,109 |
Repayment of principal on Centre Lane Senior Secured Credit Facility - related party | (270) | 0 |
Outstanding principal | $ 70,228 | $ 33,109 |
CENTRE LANE SENIOR SECURED CR_6
CENTRE LANE SENIOR SECURED CREDIT FACILITY - AMENDMENTS (Details) - USD ($) | 12 Months Ended | 24 Months Ended | ||
Apr. 20, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | Apr. 20, 2026 | |
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 37,991,000 | |||
Agency Fee | 140,000 | |||
Exit fee | $ 4,583,000 | |||
Common stock, issued (in shares) | 34,051,993 | |||
Proceeds from sale of stock | $ 6,000,000 | |||
Preferred stock dividends | 500,000 | |||
First Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 0 | |||
Interest Rate (PIK)(D) | 12.39% | |||
Interest Rate (Cash) | 0% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 0 | |||
Common stock, issued (in shares) | 150,000 | |||
Second Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 1,500,000 | |||
Interest Rate (PIK)(D) | 12.39% | |||
Interest Rate (Cash) | 0% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 750,000 | |||
Common stock, issued (in shares) | 3,000,000 | |||
Third Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 500,000 | |||
Interest Rate (PIK)(D) | 12.39% | |||
Interest Rate (Cash) | 0% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 250,000 | |||
Common stock, issued (in shares) | 2,000,000 | |||
Fourth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 1,100,000 | |||
Interest Rate (PIK)(D) | 12.39% | |||
Interest Rate (Cash) | 0% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 550,000 | |||
Common stock, issued (in shares) | 0 | |||
Fifth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 725,000 | |||
Interest Rate (PIK)(D) | 12.39% | |||
Interest Rate (Cash) | 0% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 363,000 | |||
Common stock, issued (in shares) | 0 | |||
Sixth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 800,000 | |||
Interest Rate (PIK)(D) | 12.39% | |||
Interest Rate (Cash) | 0% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 800,000 | |||
Common stock, issued (in shares) | 7,500,000 | |||
Seventh Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 500,000 | |||
Interest Rate (PIK)(D) | 12.39% | |||
Interest Rate (Cash) | 0% | |||
Agency Fee | $ 70,000 | |||
Exit fee | $ 500,000 | |||
Common stock, issued (in shares) | 0 | |||
Amendment One through Seven | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 5,125,000 | |||
Agency Fee | 70,000 | |||
Exit fee | $ 3,213,000 | |||
Common stock, issued (in shares) | 12,650,000 | |||
Ninth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 250,000 | |||
Interest Rate (PIK)(D) | 4% | |||
Interest Rate (Cash) | 8.39% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 13,000 | |||
Common stock, issued (in shares) | 0 | |||
Eighth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 350,000 | |||
Interest Rate (PIK)(D) | 12.39% | |||
Interest Rate (Cash) | 0% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 350,000 | |||
Common stock, issued (in shares) | 0 | |||
Tenth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 300,000 | |||
Interest Rate (PIK)(D) | 4% | |||
Interest Rate (Cash) | 8.39% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 15,000 | |||
Common stock, issued (in shares) | 0 | |||
Eleventh Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 500,000 | |||
Interest Rate (PIK)(D) | 4% | |||
Interest Rate (Cash) | 8.39% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 25,000 | |||
Common stock, issued (in shares) | 0 | |||
Twelveth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 450,000 | |||
Interest Rate (PIK)(D) | 4% | |||
Interest Rate (Cash) | 8.39% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 23,000 | |||
Common stock, issued (in shares) | 0 | |||
Thirteenth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 500,000 | |||
Interest Rate (PIK)(D) | 4% | |||
Interest Rate (Cash) | 8.39% | |||
Agency Fee | $ 35,000 | |||
Exit fee | $ 25,000 | |||
Common stock, issued (in shares) | 0 | |||
Fourteenth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 350,000 | |||
Interest Rate (PIK)(D) | 4% | |||
Interest Rate (Cash) | 8.39% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 18,000 | |||
Common stock, issued (in shares) | 0 | |||
Fifteenth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 350,000 | |||
Interest Rate (PIK)(D) | 4% | |||
Interest Rate (Cash) | 8.39% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 18,000 | |||
Common stock, issued (in shares) | 0 | |||
Amendment Eight through Fifteen | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 3,050,000 | |||
Agency Fee | 35,000 | |||
Exit fee | $ 487,000 | |||
Common stock, issued (in shares) | 0 | |||
Seventeenth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 26,316,000 | |||
Interest Rate (PIK)(D) | 10% | 15% | ||
Agency Fee | $ 35,000 | |||
Exit fee | $ 708,000 | |||
Common stock, issued (in shares) | 21,401,993 | |||
Basis spread on variable rate, cash rate | 5% | 0% | ||
Seventeenth Amendment | Forecast | ||||
Line of Credit Facility [Line Items] | ||||
Interest Rate (PIK)(D) | 10% | |||
Basis spread on variable rate, cash rate | 5% | |||
Sixteenth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 1,500,000 | |||
Interest Rate (PIK)(D) | 4% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 75,000 | |||
Common stock, issued (in shares) | 0 | |||
Basis spread on variable rate, cash rate | 8.39% | |||
Nineteenth Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 2,000,000 | |||
Interest Rate (PIK)(D) | 4% | |||
Agency Fee | $ 0 | |||
Exit fee | $ 100,000 | |||
Common stock, issued (in shares) | 0 | |||
Basis spread on variable rate, cash rate | 8.39% | |||
Amendment Sixteen Through Nineteen | ||||
Line of Credit Facility [Line Items] | ||||
Draw $'000 | $ 29,816,000 | |||
Agency Fee | 35,000 | |||
Exit fee | $ 883,000 | |||
Common stock, issued (in shares) | 21,401,993 | |||
Amendment One Through Eight | ||||
Line of Credit Facility [Line Items] | ||||
Interest Rate (PIK)(D) | 10% | |||
Amendment Nine Through Sixteen | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate, cash rate | 8% | |||
Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Preferred stock dividends | $ 800,000 |
CENTRE LANE SENIOR SECURED CR_7
CENTRE LANE SENIOR SECURED CREDIT FACILITY - INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 7,080 | $ 3,042 |
Amortization | 2,062 | 1,185 |
Total interest expense | $ 9,142 | $ 4,227 |
CENTRE LANE SENIOR SECURED CR_8
CENTRE LANE SENIOR SECURED CREDIT FACILITY - SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 5,592 | |
2025 | 3,517 | |
2026 | 61,119 | |
Total | $ 70,228 | $ 33,109 |
10% CONVERTIBLE PROMISSORY NO_2
10% CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument, Redemption [Line Items] | |||
Face amount | $ 33,109,000 | $ 26,334,000 | |
Debt discount | 5,962,000 | 3,148,000 | |
Total interest expense | 9,142,000 | 4,227,000 | |
Interest expense | 7,080,000 | 3,042,000 | |
Amortization of debt discount | $ 2,074,000 | 1,199,000 | |
10% Convertible Promissory Notes | |||
Debt Instrument, Redemption [Line Items] | |||
Debt instrument, interest rate, percent | 10% | 10% | |
Face amount | $ 80,000 | $ 80,000 | 80,000 |
Term (in years) | 5 years | ||
Convertible conversion price (in dollars per share) | $ 0.40 | ||
Fair value | $ 80,000 | ||
Notes payable, related parties | 80,000 | 68,000 | |
Debt discount | 0 | 12,000 | |
Total interest expense | 20,000 | 22,000 | |
Interest expense | 8,000 | ||
Amortization of debt discount | $ 12,000 | $ 14,000 |
BUSINESS COMBINATIONS - NARRATI
BUSINESS COMBINATIONS - NARRATIVE (Details) | 12 Months Ended | |||||
Apr. 20, 2023 USD ($) employee business | Apr. 10, 2023 employee | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 21, 2023 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
Number of employees | employee | 203 | |||||
Goodwill | $ 7,785,000 | $ 19,645,000 | $ 19,645,000 | |||
Revenues | 56,780 | $ 75,948 | ||||
Big Village | ||||||
Business Acquisition [Line Items] | ||||||
Number of businesses acquired | 2 | 2 | ||||
Consideration transferred | $ 20,000,000 | |||||
Number of employees | employee | 203 | |||||
Goodwill | $ 2,264,000 | $ 1,000,000 | ||||
Intangible assets | $ 16,200,000 | |||||
Acquisition related cost | 2,200,000 | |||||
Cure claims expense | 2,800,000 | |||||
Employee bonus expense | 1,200,000 | |||||
Revenues | $ 31,000,000 |
BUSINESS COMBINATIONS - IDENTIF
BUSINESS COMBINATIONS - IDENTIFIED INTANGIBLES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Apr. 20, 2023 |
Trade name | Minimum | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 2 years | |
Trade name | Maximum | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 10 years | |
Customer relationships | Minimum | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 5 years | |
Customer relationships | Maximum | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 10 years | |
Big Village | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 16,200 | |
Big Village | Trade name | ||
Business Acquisition [Line Items] | ||
Intangible assets | 5,622 | |
Big Village | Trade name | Minimum | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 7 years | |
Big Village | Trade name | Maximum | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 10 years | |
Big Village | Developed technology | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 10 years | |
Intangible assets | 3,838 | |
Big Village | Customer relationships | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 6,700 | |
Big Village | Customer relationships | Minimum | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 7 years | |
Big Village | Customer relationships | Maximum | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 10 years |
BUSINESS COMBINATIONS - PURCHAS
BUSINESS COMBINATIONS - PURCHASE PRICE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Apr. 21, 2023 | Apr. 20, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair value of assets acquired | |||||
Goodwill | $ 7,785 | $ 19,645 | $ 19,645 | ||
Big Village | |||||
Business Acquisition [Line Items] | |||||
Centre Lane Senior Secured Credit Facility | $ 19,874 | ||||
Fair value of assets acquired | |||||
Accounts receivable | 12,477 | ||||
Intangibles | 16,160 | ||||
Goodwill | $ 1,000 | 2,264 | |||
Prepaid and other assets | 836 | ||||
Property and equipment | 206 | ||||
Fair value of assets assumed | (2,400) | 31,943 | |||
Accounts payable and accrued expenses | |||||
Accounts payable and accrued expenses | 6,540 | ||||
Deferred revenue | 4,534 | ||||
Other current liabilities | 995 | ||||
Fair value of liabilities assumed | $ (1,400) | (12,069) | |||
Total fair value of assets acquired and liabilities assumed | $ 19,874 |
BUSINESS COMBINATIONS - PRO FOR
BUSINESS COMBINATIONS - PRO FORMA (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenues | $ 56,780 | $ 75,948 |
Net income (loss) | $ (35,564,000) | $ (8,125,000) |
Net loss per common share, diluted (in dollars per share) | $ (0.22) | $ (0.05) |
Net loss per common share, basic (in dollars per share) | $ (0.22) | $ (0.05) |
Big Village | ||
Business Acquisition [Line Items] | ||
Revenues | $ 31,000,000 | |
Net income (loss) | $ 36,741 | $ (6,640) |
Net loss per common share, diluted (in dollars per share) | $ 0.22 | $ (0.05) |
Net loss per common share, basic (in dollars per share) | $ 0.22 | $ (0.05) |
FAIR VALUE MEASUREMENTS - NARRA
FAIR VALUE MEASUREMENTS - NARRATIVE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment | $ (14,124,000) | |||
Impairment of intangible assets | $ 2,900,000 | 2,900,000 | $ 0 | |
Goodwill acquired during period | 2,264,000 | $ 0 | ||
Payments to Acquire Intangible Assets | $ 16,200,000 | |||
Present Value Difference | 10% | |||
10% Convertible Promissory Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, interest rate, percent | 10% | 10% |
FAIR VALUE MEASUREMENTS - QUANT
FAIR VALUE MEASUREMENTS - QUANTITATIVE INFORMATION (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Goodwill | $ 7,785 | $ 19,645 | $ 19,645 |
Fair Value, Inputs, Level 3 | Discounted cash flow | Discount rate | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Intangible assets, net | $ 15,234 | ||
Fair Value, Inputs, Level 3 | Discounted cash flow | Discount rate | Rate (Weighted Average Cost of Capital | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Goodwill, measurement input | 21.12% | ||
Intangibles, measurement input | 21.12% |
REVENUE RECOGNITION - SCHEDULE
REVENUE RECOGNITION - SCHEDULE OF REVENUES DISAGGREGATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 44,546 | $ 19,580 |
Digital publishing | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,130 | 8,032 |
Advertising technology | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,463 | 11,548 |
Consumer insights | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 23,868 | 0 |
Creative services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,130 | 0 |
Media services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,955 | $ 0 |
REVENUE RECOGNITION - GEOGRAPHI
REVENUE RECOGNITION - GEOGRAPHICAL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 44,546,000 | $ 19,580,000 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 44,546,000 | 18,400,000 |
ISRAEL | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 0 | $ 1,180,000 |
REVENUE RECOGNITION - NARRATIVE
REVENUE RECOGNITION - NARRATIVE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||
Accumulated deficit | $ (149,833) | $ (114,269) | |
Deferred revenue | $ 4,569 | $ 737 | $ 1,162 |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | UNITED STATES | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 100% | 94% | |
Geographic Concentration Risk | Long-Lived Assets Benchmark | UNITED STATES | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 100% | 100% |
REVENUE RECOGNITION - DEFERRED
REVENUE RECOGNITION - DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Revenue [Roll Forward] | ||
Deferred revenue at start of the year | $ 737 | $ 1,162 |
Amounts invoiced during the year | 31,864 | 588 |
Business combinations | 4,534 | 0 |
Less: revenue recognized during the year | (32,566) | (1,013) |
Deferred revenue at end of the year | $ 4,569 | $ 737 |
LEASES - NARRATIVE (Details)
LEASES - NARRATIVE (Details) - USD ($) | 12 Months Ended | ||
Jun. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||
Lease contract term | 5 years | ||
Renewal term | 5 years | ||
Operating lease | 3 years 9 months | 4 years 9 months | |
Payments for rent | $ 110,000 | $ 95,000 | |
Operating lease right-of-use asset | $ 306,000 | $ 367,000 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Assets | Assets | |
Net lease obligations | $ 303,000 | $ 357,000 | |
Operating lease liability, current | $ 64,000 | $ 38,000 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities | |
Operating lease expense | $ 161,000 | $ 33,000 | |
Financing lease term | 3 years | ||
Finance lease(1) | $ 60,000 | $ 0 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Assets | Assets | |
Net lease obligations | $ 60,000 | $ 0 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities | |
Lease, Cost | $ 7,000 | ||
Finance lease, interest expense | 3,000 | ||
Amortization | $ 4,000 | ||
Second Addendum | |||
Loss Contingencies [Line Items] | |||
Increase percentage on rent provision | 3% | ||
Payments for rent | $ 100,000 |
LEASES - SCHEDULE OF RIGHT OF U
LEASES - SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Operating lease right-of-use asset | $ 306,000 | $ 367,000 |
Finance lease(1) | 60,000 | 0 |
Assets, operating and financing Lease | $ 366,000 | $ 367,000 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities |
Liabilities | ||
Operating lease liability, current | $ 64,000 | $ 38,000 |
Operating lease liability, net of current portion | 239,000 | 319,000 |
Total operating lease liabilities | 303,000 | 357,000 |
Finance lease obligations, current | 18,000 | 0 |
Finance lease obligations, net of current portion | 42,000 | 0 |
Total finance lease obligations | $ 60,000 | $ 0 |
Weighted average remaining lease terms (in years) | ||
Operating lease | 3 years 9 months | 4 years 9 months |
Finance lease | 2 years 9 months | 0 years |
Weighted average discount rate | ||
Operating lease | 14.39% | 14.39% |
Finance lease | 21.12% | 0% |
LEASES - MATURITY (Details)
LEASES - MATURITY (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Lease | ||
2024 | $ 64,000 | |
2025 | 79,000 | |
2026 | 96,000 | |
2027 | 78,000 | |
Total lease obligations | 316,000 | |
Less: Amount representing interest | (13,000) | |
Net lease obligations | 303,000 | $ 357,000 |
Finance Lease | ||
2024 | 18,000 | |
2025 | 22,000 | |
2026 | 20,000 | |
2027 | 0 | |
Total lease obligations | 60,000 | |
Less: Amount representing interest | 0 | |
Net lease obligations | $ 60,000 | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - NARRATIVE (Details) $ in Millions | Jul. 11, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Damages sought, value | $ 1.5 |
SHAREHOLDERS' DEFICIT - NARRATI
SHAREHOLDERS' DEFICIT - NARRATIVE (Details) | 12 Months Ended | ||||
Jun. 14, 2022 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shareholder shares | Nov. 21, 2022 shares | |
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, authorized (in shares) | shares | 20,000,000 | 20,000,000 | |||
Preferred stock, par or stated value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Conversation of stick (in shares) | shares | 1 | ||||
Preferred stock, issued (in shares) | shares | 0 | 0 | |||
Preferred stock, outstanding (in shares) | shares | 0 | 0 | |||
Shares converting period | 5 years | ||||
Preferred stock, converted to common (in shares) | shares | (1,250) | ||||
Preferred stock dividends | $ | $ 500,000 | ||||
Expiration period | 10 years | ||||
Shares authorized (in shares) | shares | 22,500,000 | ||||
Number of shareholders | shareholder | 3 | ||||
Common stock issued for acquisition | $ | $ 1,926,000 | $ 279,000 | |||
Board of Directors Chairman | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock dividends | $ | $ 691,000 | ||||
Maximum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock dividends | $ | $ 800,000 | ||||
Warrant | Minimum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price, warrants (in dollars per share) | $ / shares | $ 0.65 | ||||
Warrant | Maximum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price, warrants (in dollars per share) | $ / shares | $ 1 | ||||
Settlement Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock acquired during period (in shares) | shares | 825,175 | ||||
Common stock issued for acquisition | $ | $ 220,000 | ||||
Directors And Committee | Stock Option Plan | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Expiration period | 10 years | ||||
Series F-1 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, liquidation preference (In dollars per share) | $ / shares | $ 0.50 | ||||
Series F-2 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, liquidation preference (In dollars per share) | $ / shares | 0.50 | ||||
Series F-3 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, liquidation preference (In dollars per share) | $ / shares | $ 0.40 | ||||
Series E Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Cash dividends, preferred stock | $ | $ 5,000 | ||||
Preferred stock dividends | $ | $ 5,000 | ||||
Series A Convertible Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 1,000% | ||||
Series E Convertible Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 10% | ||||
April 10, 2022 | Series F-1 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 12% | ||||
July 27, 2022 | Series F-2 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 6% | ||||
April 30, 2022 | Series F-3 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 10% |
SHAREHOLDERS' DEFICIT - SCHEDUL
SHAREHOLDERS' DEFICIT - SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Shares issued to Centre Lane related to debt financing (in shares) | 21,401,993 | |
Common stock issued for options rendered (in shares) | 190,000 | 235,000 |
Common stock issued for services rendered | $ 31,000 | $ 38,000 |
Common stock issued for services rendered | $ 31,000 | |
Common stock issued for options exercised (in shares) | 90,000 | 100,000 |
Common stock issued for options exercised | $ 1,000 | $ 1,000 |
Series E preferred stock conversion (in shares) | 125,000 | |
Common stock issued for acquisition | $ 1,926,000 | $ 279,000 |
Total | 21,658,498 | 634,253 |
Total | $ 1,958,000 | $ 319,000 |
Common Stock | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Shares issued to Centre Lane related to debt financing (in shares) | 190,000 | 235,000 |
Common stock issued for services rendered | $ 2,000 | $ 2,000 |
Common stock issued for options exercised (in shares) | 90,000 | |
Common stock issued for options exercised | $ 1,000 | $ 1,000 |
Common stock issued for acquisition (in shares) | 21,401,993 | 174,253 |
Common stock issued for acquisition | $ 214,000 | $ 2,000 |
Total | 21,658,498 | 634,253 |
Shares issued to Oceanside employees per the acquisition agreement valued at $1.60 | Common Stock | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Common stock issued for acquisition (in shares) | (23,495) | 174,253 |
Common stock issued for acquisition | $ 0 | |
Shares issued (in dollars per share) | $ 1.60 |
SHAREHOLDERS' DEFICIT - WARRANT
SHAREHOLDERS' DEFICIT - WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number outstanding (in shares) | 21,362,066 | 35,998,316 |
Gross cash proceeds if exercised $'000 | $ 17,178 | $ 26,692 |
Common stock warrants expired in period (in shares) | 14,636,250 | 0 |
0.002 - 0.13 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price, warrants (in dollars per share) | $ 1 | $ 1 |
Number outstanding (in shares) | 4,992,308 | 4,992,308 |
Gross cash proceeds if exercised $'000 | $ 4,992 | $ 4,992 |
0.14 - 0.24 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price, warrants (in dollars per share) | $ 0.75 | $ 0.65 |
Number outstanding (in shares) | 15,456,008 | 15,550,000 |
Gross cash proceeds if exercised $'000 | $ 11,592 | $ 10,108 |
0.25 - 0.49 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price, warrants (in dollars per share) | $ 0.65 | $ 0.75 |
Number outstanding (in shares) | 913,750 | 15,456,008 |
Gross cash proceeds if exercised $'000 | $ 594 | $ 11,592 |
STOCK-BASED COMPENSATION - NARR
STOCK-BASED COMPENSATION - NARRATIVE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Shares authorized (in shares) | 22,500,000 | ||
Options outstanding (in shares) | 6,517,660 | ||
Shares, options, outstanding, weighted average exercise price (in dollars per share) | $ 0.33 | ||
Common stock issued for options exercised (in shares) | 90,000 | 100,000 | |
Exercised | $ 10 | $ 44 | |
Unrecognized compensation costs | $ 503 | ||
Stock Option Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding (in shares) | 10,728,360 | ||
Shares, options, outstanding, weighted average exercise price (in dollars per share) | $ 0.12 | ||
Stock Option Plan | General and Administrative Expense | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Compensation expense | $ 196 | $ 144 | |
Directors And Committee | 2022 Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares reserved for future issuance (in shares) | 11,771,640 | ||
Directors And Committee | Stock Option Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expiration period | 10 years |
STOCK-BASED COMPENSATION - SCHE
STOCK-BASED COMPENSATION - SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Outstanding, beginning balance (in shares) | 6,517,660 | |
Granted (in shares) | 6,128,200 | |
Exercised (in shares) | 90,000 | 100,000 |
Forfeited (in shares) | (1,426,375) | |
Expired (in shares) | (401,125) | |
Outstanding, ending balance (in shares) | 6,517,660 | |
Exercisable, ending balance (in shares) | 1,916,954 | |
Unvested, ending balance (in shares) | 8,811,406 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 0.33 | |
Granted (in dollars per share) | 0.09 | |
Exercised (in dollars per share) | 0.01 | |
Forfeited (in dollars per share) | 0.02 | |
Expired (in dollars per share) | 0.07 | |
Outstanding, ending balance (in dollars per share) | $ 0.33 | |
Exercisable, ending balance (in dollars per share) | 0.31 | |
Unvested, ending balance (in dollars per share) | $ 0.07 | |
Weighted Average Remaining Contractual Term (in years) | ||
Remaining Contractual Life (In Years) | 8 years 8 months 12 days | 7 years 9 months 18 days |
Weighted Average Remaining Contractual Life (in Years) Granted | 9 years 2 months 12 days | |
Weighted Average Remaining Contractual Term, Exercisable (In Years) | 6 years 6 months | |
Weighted Average Remaining Contractual Life (in Years) Unvested | 9 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Beginning balance | $ 552 | |
Granted | 198 | |
Exercised | 10 | $ 44 |
Forfeited | 136 | |
Expired | 38 | |
Ending balance | 568 | $ 552 |
Aggregate Intrinsic Value, Exercisable | 121 | |
Aggregate Intrinsic Value, Unvested | $ 447 |
STOCK-BASED COMPENSATION - SC_2
STOCK-BASED COMPENSATION - SCHEDULE OF OPTIONS OUTSTANDING UNDER OPTION PLANS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number Outstanding (in shares) | 10,728,360 | |
Weighted Average Exercise Price (in dollars per share) | $ 0.10 | |
Remaining Contractual Life (In Years) | 8 years 8 months 12 days | 7 years 9 months 18 days |
Number Exercisable (in shares) | 1,916,954 | |
Weighted Average Exercise Price (in dollars per share) | $ 0.22 | |
0.002 - 0.13 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range or exercise price, lower limit (in dollars per share) | 0.002 | |
Range or exercise price, upper limit (in dollars per share) | $ 0.13 | |
Number Outstanding (in shares) | 8,922,133 | |
Weighted Average Exercise Price (in dollars per share) | $ 0.06 | |
Remaining Contractual Life (In Years) | 9 years 1 month 6 days | |
Number Exercisable (in shares) | 1,110,977 | |
Weighted Average Exercise Price (in dollars per share) | $ 0 | |
0.14 - 0.24 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range or exercise price, lower limit (in dollars per share) | 0.14 | |
Range or exercise price, upper limit (in dollars per share) | $ 0.24 | |
Number Outstanding (in shares) | 1,202,000 | |
Weighted Average Exercise Price (in dollars per share) | $ 0.18 | |
Remaining Contractual Life (In Years) | 8 years 10 months 24 days | |
Number Exercisable (in shares) | 201,750 | |
Weighted Average Exercise Price (in dollars per share) | $ 0.18 | |
0.25 - 0.49 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range or exercise price, lower limit (in dollars per share) | 0.25 | |
Range or exercise price, upper limit (in dollars per share) | $ 0.49 | |
Number Outstanding (in shares) | 416,000 | |
Weighted Average Exercise Price (in dollars per share) | $ 0.42 | |
Remaining Contractual Life (In Years) | 1 year 7 months 6 days | |
Number Exercisable (in shares) | 416,000 | |
Weighted Average Exercise Price (in dollars per share) | $ 0.42 | |
0.50 - 0.85 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range or exercise price, lower limit (in dollars per share) | 0.50 | |
Range or exercise price, upper limit (in dollars per share) | $ 0.85 | |
Number Outstanding (in shares) | 55,000 | |
Weighted Average Exercise Price (in dollars per share) | $ 0.56 | |
Remaining Contractual Life (In Years) | 8 months 12 days | |
Number Exercisable (in shares) | 55,000 | |
Weighted Average Exercise Price (in dollars per share) | $ 0.56 | |
0.86 - 1.75 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range or exercise price, lower limit (in dollars per share) | 0.86 | |
Range or exercise price, upper limit (in dollars per share) | $ 1.75 | |
Number Outstanding (in shares) | 133,227 | |
Weighted Average Exercise Price (in dollars per share) | $ 1.22 | |
Remaining Contractual Life (In Years) | 5 years 10 months 24 days | |
Number Exercisable (in shares) | 133,227 | |
Weighted Average Exercise Price (in dollars per share) | $ 1.22 |
STOCK-BASED COMPENSATION - SC_3
STOCK-BASED COMPENSATION - SCHEDULE OF ASSUMPTIONS USED IN VALUING STOCK OPTIONS (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected Term (years) | 6 years 3 months | 6 years 3 months |
Expected volatility rate | 486% | 427% |
Risk -free interest rate | 4.15% | 2.83% |
Dividend yield | 0% | 0% |
Expected forfeiture rate | 0% | 0% |
LOSS PER SHARE - NARRATIVE (Det
LOSS PER SHARE - NARRATIVE (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Earnings Per Share [Abstract] | ||
Common stock, issued (in shares) | 172,103,134 | 150,444,636 |
Common stock, outstanding (in shares) | 171,277,959 | 149,619,461 |
Treasury stock (in shares) | 825,175 | 825,175 |
LOSS PER SHARE - SCHEDULE OF LO
LOSS PER SHARE - SCHEDULE OF LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss | $ (35,564) | $ (8,125) |
Preferred stock dividends | 0 | (5) |
Net loss attributable to common stockholders | $ (35,564) | $ (8,130) |
Weighted-average common shares outstanding | ||
Weighted average shares outstanding, basic (in shares) | 164,845,671 | 149,191,057 |
Weighted average shares outstanding, diluted (in shares) | 164,845,671 | 149,191,057 |
Weighted average shares outstanding | ||
Net loss per common share, basic (in dollars per share) | $ (0.22) | $ (0.05) |
Net loss per common share, diluted (in dollars per share) | $ (0.22) | $ (0.05) |
LOSS PER SHARE - SCHEDULE OF AN
LOSS PER SHARE - SCHEDULE OF ANTIDILUTIVE SECURITIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number outstanding (in shares) | 21,362,066 | 35,998,316 |
Shares unvested and subject to exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 10,728,360 | 6,517,660 |
Shares subject to convertible notes stock conversion | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 200,000 | 200,000 |
RELATED PARTY TRANSACTIONS - NA
RELATED PARTY TRANSACTIONS - NARRATIVE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2018 | |
Related Party Transaction [Line Items] | |||
Common stock, issued (in shares) | 34,051,993 | ||
Series E and F Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Cash dividends, preferred stock | $ 0 | $ 5,000 | |
10% Convertible Promissory Notes | |||
Related Party Transaction [Line Items] | |||
Notes payable, related parties | $ 80,000 | 68,000 | |
Debt instrument, interest rate, percent | 10% | 10% | |
Board of Directors Chairman | |||
Related Party Transaction [Line Items] | |||
Notes payable, related parties | $ 80,000 | 80,000 | |
Dividends payable | 691,000 | 691,000 | |
Centre Lane Partners | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Notes payable, related parties | $ 70,200,000 | $ 33,100,000 | |
Bright Mountain Media, Inc | BV Agency, LLC | |||
Related Party Transaction [Line Items] | |||
Investment owned, percentage | 12.40% | ||
Bright Mountain Media, Inc | Centre Lane Partners Master Credit Fund II, L.P | |||
Related Party Transaction [Line Items] | |||
Investment owned, percentage | 8.80% | ||
Seventeenth Amendment | |||
Related Party Transaction [Line Items] | |||
Common stock, issued (in shares) | 21,401,993 |
INCOME TAXES - NARRATIVE (Detai
INCOME TAXES - NARRATIVE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Face amount | $ 33,109,000 | $ 26,334,000 |
Valuation allowance increase (decrease) | 5,200,000 | 2,600,000 |
Tax penalties and interest accrued | 0 | 0 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 74,300,000 | |
Operating loss unlimited carryforward | 64,000,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 91,200,000 | |
Operating loss unlimited carryforward | 30,700,000 | |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 4,600,000 | |
PPP Loan One | ||
Operating Loss Carryforwards [Line Items] | ||
Face amount | 296,000 | |
PPP Loan Two | ||
Operating Loss Carryforwards [Line Items] | ||
Face amount | $ 842,000 |
INCOME TAXES - SCHEDULE OF LOSS
INCOME TAXES - SCHEDULE OF LOSS BEFORE INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (35,806) | $ (7,596) |
Foreign | 242 | (529) |
Total loss before provision for income taxes | $ (35,564) | $ (8,125) |
INCOME TAXES - SCHEDULE OF INCO
INCOME TAXES - SCHEDULE OF INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Amount | ||
Federal tax expense (benefit) at the statutory rate from operations | $ (7,469) | $ (1,706) |
State tax benefit, net of federal income tax benefit | (631) | (872) |
PPP loan forgiveness | 0 | (62) |
Other adjustments | (70) | (73) |
Effect of foreign taxes | (7) | 43 |
Impairment | 2,944 | 0 |
Stock compensation | 40 | 38 |
Change in valuation allowance | 5,193 | 2,632 |
Total tax provision (benefit) | $ 0 | $ 0 |
Rate | ||
Federal tax expense (benefit) at the statutory rate from operations | 21% | 21% |
State tax benefit, net of federal income tax benefit | 1.78% | 10.73% |
PPP loan forgiveness | 0% | 0.76% |
Other adjustments | 0.20% | 0.90% |
Effect of foreign taxes | 0.02% | (0.53%) |
Impairment | (8.28%) | 0% |
Stock compensation | (0.11%) | (0.46%) |
Change in valuation allowance | (14.61%) | (32.40%) |
Total tax provision (benefit) | 0% | 0% |
INCOME TAXES - SCHEDULE OF DEFE
INCOME TAXES - SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 20,665 | $ 16,552 |
Intangible assets | 1,964 | 0 |
Lease liability | 97 | 0 |
Other | 732 | 1,028 |
Total gross deferred tax assets | 23,458 | 17,580 |
Less: Deferred tax asset valuation allowance | (22,762) | (17,570) |
Total net deferred tax assets | 696 | 10 |
Property and equipment | 0 | (10) |
Right-of-use asset | (98) | 0 |
Debt modification | (598) | 0 |
Net deferred tax liability | $ 0 | $ 0 |