Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41508 | |
Entity Registrant Name | LOOP MEDIA, INC. | |
Entity Incorporation, State Code | NV | |
Entity Tax Identification Number | 47-3975872 | |
Entity Address, Address Line One | 700 N. Central Avenue | |
Entity Address, Address Line Two | Suite 430 | |
Entity Address, City or Town | Glendale | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91203 | |
City Area Code | 213 | |
Local Phone Number | 436-2100 | |
Title of 12(g) Security | Common stock, $0.0001 | |
Trading Symbol | LPTV | |
Security Exchange Name | NYSE | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 56,381,209 | |
Entity Central Index Key | 0001643988 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Current assets | ||
Cash | $ 4,650,763 | $ 14,071,914 |
Accounts receivable, net | 5,694,321 | 12,590,970 |
Prepaid expenses and other current assets | 918,175 | 1,496,566 |
Deferred offering costs | 232,845 | |
Content assets - current | 2,700,232 | 745,633 |
Total current assets | 14,196,336 | 28,905,083 |
Non-current assets | ||
Deposits | 64,090 | 63,889 |
Content assets - non current | 1,111,580 | 678,659 |
Property and equipment, net | 2,701,130 | 1,633,169 |
Operating lease right-of-use assets | 17,185 | 76,696 |
Intangible Assets, Net (Excluding Goodwill) | 534,111 | 590,333 |
Total non-current assets | 4,428,096 | 3,042,746 |
Total assets | 18,624,432 | 31,947,829 |
Current liabilities | ||
Accounts payable | 6,883,215 | 7,453,801 |
Accrued liabilities | 3,413,038 | 5,620,873 |
Accrued royalties and revenue share | 3,184,604 | 4,559,088 |
Payable on acquisition | 250,125 | |
License content liabilities - current | 1,282,655 | 1,092,819 |
Deferred Income | 140,764 | |
Lease liability - current | 18,483 | 75,529 |
Non-revolving line of credit | 1,809,594 | |
Total current liabilities | 16,591,589 | 19,192,999 |
Non-current liabilities | ||
Non-revolving line of credit | 4,185,069 | 4,524,985 |
Non-revolving line of credit, related party | 3,088,753 | 2,575,753 |
Total non-current liabilities | 7,273,822 | 7,100,738 |
Total liabilities | 23,865,411 | 26,293,737 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common Stock, $0.0001 par value, 105,555,556 shares authorized, 56,381,209 and 56,381,209 shares issued and outstanding as of March 31, 2023, and September 30, 2022, respectively | 5,638 | 5,638 |
Additional paid in capital | 106,151,803 | 101,970,318 |
Accumulated deficit | (111,398,420) | (96,321,864) |
Total stockholders' equity | (5,240,979) | 5,654,092 |
Total liabilities and stockholders' equity | 18,624,432 | 31,947,829 |
Non-revolving line of credit | ||
Current liabilities | ||
Non-revolving line of credit | 1,809,594 | |
Non-current liabilities | ||
Non-revolving line of credit | 1,494,469 | |
Revolving line of credit | ||
Non-current liabilities | ||
Non-revolving line of credit | $ 4,185,069 | $ 3,030,516 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 |
CONSOLIDATED BALANCE SHEETS | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 105,555,556 | 105,555,556 | |
Common stock, issued | 56,381,209 | 56,381,209 | 12,378 |
Common stock, outstanding | 56,381,209 | 56,381,209 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 5,393,231 | $ 4,879,839 | $ 20,219,062 | $ 7,875,873 |
Cost of revenue | 3,808,150 | 3,515,217 | 12,947,950 | 4,960,194 |
Gross profit | 1,585,081 | 1,364,622 | 7,271,112 | 2,915,679 |
Operating expenses | ||||
Sales, general and administrative | 7,769,314 | 4,686,326 | 15,727,448 | 9,014,197 |
Stock-based compensation | 2,475,807 | 1,173,106 | 4,266,614 | 2,722,512 |
Depreciation and amortization | 235,009 | 32,399 | 422,725 | 64,802 |
Total operating expenses | 10,480,130 | 5,891,831 | 20,416,787 | 11,801,511 |
Loss from operations | (8,895,049) | (4,527,209) | (13,145,675) | (8,885,832) |
Other income (expense) | ||||
Interest income | 200 | |||
Interest expense | (919,444) | (494,389) | (1,927,027) | (998,506) |
Gain (Loss) on extinguishment of debt, net | 490,051 | |||
Change in fair value of derivatives | 47,568 | 146,313 | ||
Other income | (2,624) | (2,624) | ||
Total other income (expense) | (922,068) | (446,821) | (1,929,651) | (361,942) |
Loss before income taxes | (9,817,117) | (4,974,030) | (15,075,326) | (9,247,774) |
Income tax (expense)/benefit | 0 | (800) | (1,230) | (1,051) |
Net loss | $ (9,817,117) | $ (4,974,830) | $ (15,076,556) | $ (9,248,825) |
Basic net loss per common share (in dollars per share) | $ (0.17) | $ (0.11) | $ (0.27) | $ (0.21) |
Diluted net loss per common share (in dollars per share) | $ (0.17) | $ (0.11) | $ (0.27) | $ (0.21) |
Weighted average number of basic common shares outstanding (in shares) | 56,381,209 | 45,531,995 | 56,381,209 | 45,005,276 |
Weighted average number of diluted common shares outstanding (in shares) | 56,381,209 | 45,531,995 | 56,381,209 | 45,005,276 |
Advertising and Legacy and other revenue | ||||
Cost of revenue | $ 3,177,607 | $ 3,169,059 | $ 11,635,240 | $ 4,302,981 |
Depreciation and amortization | ||||
Cost of revenue | $ 630,543 | $ 346,158 | $ 1,312,710 | $ 657,213 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Preferred Stock Series B preferred stock | Additional Paid in Capital. | Accumulated Deficit | Total |
Balance at beginning at Sep. 30, 2021 | $ 4,449 | $ 20 | $ 69,833,650 | $ (66,842,416) | $ 2,995,703 |
Balance at beginning (in shares) at Sep. 30, 2021 | 44,490,003 | 200,000 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 1,549,406 | 1,549,406 | |||
Net loss | (4,273,995) | (4,273,995) | |||
Balance at ending (in shares) at Dec. 31, 2021 | 44,490,003 | 200,000 | |||
Balance at ending at Dec. 31, 2021 | $ 4,449 | $ 20 | 71,383,056 | (71,116,411) | 271,114 |
Balance at beginning at Sep. 30, 2021 | $ 4,449 | $ 20 | 69,833,650 | (66,842,416) | 2,995,703 |
Balance at beginning (in shares) at Sep. 30, 2021 | 44,490,003 | 200,000 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Shares issued for cash | 88,500 | ||||
Net loss | (9,248,825) | ||||
Balance at ending (in shares) at Mar. 31, 2022 | 51,169,047 | ||||
Balance at ending at Mar. 31, 2022 | $ 5,117 | 72,644,014 | (76,091,241) | (3,442,110) | |
Balance at beginning at Dec. 31, 2021 | $ 4,449 | $ 20 | 71,383,056 | (71,116,411) | 271,114 |
Balance at beginning (in shares) at Dec. 31, 2021 | 44,490,003 | 200,000 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 1,116,318 | 1,116,318 | |||
Payment in kind interest stock issuance | $ 1 | 88,499 | 88,500 | ||
Payment in kind interest stock issuance (in shares) | 12,378 | ||||
Warrants issued for consulting fees | 56,788 | 56,788 | |||
Conversion of series convertible preferred to common stock | $ 667 | $ (20) | (647) | ||
Conversion of series convertible preferred to common stock (in shares) | 6,666,666 | (200,000) | |||
Net loss | (4,974,830) | (4,974,830) | |||
Balance at ending (in shares) at Mar. 31, 2022 | 51,169,047 | ||||
Balance at ending at Mar. 31, 2022 | $ 5,117 | 72,644,014 | (76,091,241) | (3,442,110) | |
Balance at beginning at Sep. 30, 2022 | $ 5,638 | 101,970,318 | (96,321,864) | 5,654,092 | |
Balance at beginning (in shares) at Sep. 30, 2022 | 56,381,209 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 1,790,807 | 1,790,807 | |||
Net loss | (5,259,439) | (5,259,439) | |||
Balance at ending (in shares) at Dec. 31, 2022 | 56,381,209 | ||||
Balance at ending at Dec. 31, 2022 | $ 5,638 | 103,761,125 | (101,581,303) | 2,185,460 | |
Balance at beginning at Sep. 30, 2022 | $ 5,638 | 101,970,318 | (96,321,864) | 5,654,092 | |
Balance at beginning (in shares) at Sep. 30, 2022 | 56,381,209 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Short Swing Profit Recovery | (1,201) | ||||
Issuance costs for stock uplist | 86,330 | ||||
Net loss | (15,076,556) | ||||
Balance at ending (in shares) at Mar. 31, 2023 | 56,381,209 | ||||
Balance at ending at Mar. 31, 2023 | $ 5,638 | 106,151,803 | (111,398,420) | (5,240,979) | |
Balance at beginning at Dec. 31, 2022 | $ 5,638 | 103,761,125 | (101,581,303) | 2,185,460 | |
Balance at beginning (in shares) at Dec. 31, 2022 | 56,381,209 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 2,475,807 | 2,475,807 | |||
Short Swing Profit Recovery | 1,201 | 1,201 | |||
Issuance costs for stock uplist | (86,330) | (86,330) | |||
Net loss | (9,817,117) | (9,817,117) | |||
Balance at ending (in shares) at Mar. 31, 2023 | 56,381,209 | ||||
Balance at ending at Mar. 31, 2023 | $ 5,638 | $ 106,151,803 | $ (111,398,420) | $ (5,240,979) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (15,076,556) | $ (9,248,825) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of debt discount | $ 582,994 | 1,244,329 | 713,197 |
Depreciation and amortization expense | 235,009 | 422,725 | 64,802 |
Amortization of content assets | 1,312,710 | 657,213 | |
Amortization of right-of-use assets | 59,511 | 78,114 | |
Bad debt expense | 20,000 | ||
Gain on extinguishment of debt, net | (490,051) | ||
Change in fair value of derivative | (146,313) | ||
Stock-based compensation | 4,266,614 | 2,722,512 | |
Payment in kind for interest stock issuance | 88,500 | ||
Change in operating assets and liabilities: | |||
Accounts receivable | 6,896,649 | (3,075,632) | |
Prepaid income tax | (1,842) | ||
Inventory | 10,252 | 160,965 | |
Prepaid expenses | 568,138 | (11,720) | |
Deposit | (201) | (29,590) | |
Accounts payable | (1,181,952) | 871,866 | |
Accrued liabilities | (2,207,835) | 1,033,139 | |
Accrued royalties and revenue share | (1,374,484) | 1,964,214 | |
Licensed content liability | (3,457,477) | (853,500) | |
Operating lease liabilities | (57,046) | (80,877) | |
Deferred income | (140,764) | (34,392) | |
NET CASH USED IN OPERATING ACTIVITIES | (8,715,387) | (5,598,220) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of property and equipment | (1,046,876) | ||
NET CASH USED IN INVESTING ACTIVITIES | (1,046,876) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issuance of common stock | 1,250,000 | ||
Proceeds from credit facility | 1,500,000 | ||
Proceeds from line of credit | 28,087,249 | ||
Payments on line of credit | (27,326,600) | ||
Debt issuance costs | (22,300) | ||
Issuance costs for stock uplist | 86,330 | (86,330) | |
Deferred offering costs | (61,983) | (123,498) | |
Payment of acquisition related consideration | (250,125) | ||
Repayment of stockholder loans | (552,832) | ||
Short swing profit recovery | 1,201 | (1,201) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 341,112 | 2,073,670 | |
Change in cash and cash equivalents | (9,421,151) | (3,524,550) | |
Cash, beginning of period | 14,071,914 | 4,162,548 | |
Cash, end of period | 4,650,763 | 4,650,763 | 637,998 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW STATEMENTS | |||
Cash paid for interest | 665,309 | 101,186 | |
Cash paid for income taxes | 1,230 | 1,051 | |
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES | |||
Payment in kind common stock payment | 88,496 | ||
Conversion of Preferred Class B stock to common stock | 1,980 | ||
Unpaid deferred offering costs | 170,862 | 170,862 | $ 247,023 |
Unpaid additions to property and equipment | 387,588 | 387,588 | |
Unpaid additions to licensed and internally developed content | $ 52,916 | $ 52,916 |
BUSINESS
BUSINESS | 6 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | NOTE 1 – BUSINESS Loop Media, Inc., a Nevada corporation, (collectively, “Loop Media,” the “Company,” “we,” “us” or “our”) is a multichannel digital video platform media company that uses marketing technology, or “MarTech,” to generate our revenue and offer our services. Our technology and vast library of videos and licensed content enable us to curate and distribute short-form videos to out-of-home (“OOH”) dining, hospitality, retail, convenience stores and other locations and venues to enable them to inform, entertain and engage their customers. Our technology provides third-party advertisers with a targeted marketing and promotional tool for their products and services and, in certain instances, allows us to measure the number of potential viewers of such advertising and promotional materials. We also allow our OOH clients to access our service without advertisements by paying a monthly subscription fee. We offer hand-curated music video content licensed from major and independent record labels, including Universal Music Group (“Universal”), Sony Music Entertainment (“Sony”), and Warner Music Group (“Warner” and collectively with Universal and Sony, the “Music Labels”), as well as non-music video content, which is predominantly licensed or acquired from third parties, including action sports clips, drone and atmospheric footage, trivia, news headlines, lifestyle channels and kid-friendly videos, as well as movie, television and video game trailers, amongst other content. We distribute our content and advertising inventory to digital screens located in OOH locations primarily through (i) our owned and operated platform (the “O&O Platform”) of Loop Media-designed “small-box” streaming Android media players (“Loop Players”) and legacy ScreenPlay computers and (ii) through screens on digital platforms owned and operated by third parties (each a “Partner Platform” and collectively, the “Partner Platforms,” and together with the O&O Platform, the “Loop Platform”). As of March 31, 2023, we had 32,734 QAUs (described below) operating on our O&O Platform. We launched our Partner Platforms business in May 2022 and have a total of approximately 24,000 screens across our Partner Platforms as of March 31, 2023. We define an “active unit” as (i) an ad-supported Loop Player (or DOOH location using our ad- supported service through our “Loop for Business” application or using an DOOH venue-owned computer screening our content) that is online, used on our O&O Platform, playing content, and has checked into the Loop analytics system at least once in the 90-day period or (ii) a DOOH location customer using our subscription service on our O&O Platform at any time during the 90-day period. We use “QAU” to refer to the number of such active units during such period. We do not count towards our QAUs any Loop Players or screens used on our Partner Platform. Liquidity and management’s plan As shown in the accompanying consolidated financial statements, we have incurred significant recurring losses resulting in an accumulated deficit. We anticipate further losses in the foreseeable future. We also had negative cash flows used in operations. These factors raise substantial doubt about our ability to continue as a going concern. We filed a shelf Registration Statement on Form S-3 that has been declared effective by the Securities and Exchange Commission (“SEC”). On May 12, 2023, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”) pursuant to which we may offer and sell, from time to time through the Agent, shares of our common stock, par value $0.0001 per share (“Common Stock”), for aggregate gross proceeds of up to $50,000,000. Since May 12, 2023, we have not had any sales under the Sales Agreement. In addition, on May 10, 2023, we entered into a Non-Revolving Line of Credit Loan Agreement with several institutions and individuals for aggregate loans of up to $4.0 million. Based on the available cash balance at March 31, 2023, and these new sources of funding, we believe that we will have sufficient resources to fund our operations for at least twelve months from the date these financial statements were issued and that the substantial doubt in connection with our ability to continue as a going concern is alleviated. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The following (a) condensed consolidated balance sheet as of September 30, 2022, which has been derived from our audited financial statements, and (b) our unaudited condensed consolidated interim financial statements for the six months ended March 31, 2023, have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the Securities Act of 1933. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2023, are not necessarily indicative of results that may be expected for the year ending September 30, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended September 30, 2022, included in our Annual Report on Form 10-K filed with the SEC on December 20, 2022. Basis of presentation The consolidated financial statements include our accounts and our wholly-owned subsidiaries, EON Media Group Pte. Ltd. and Retail Media TV, Inc. The unaudited Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the revenue recognition of performance obligations, allowance for doubtful accounts, fair value of stock-based compensation awards, income taxes and going concern. Segment reporting We report as one reportable segment because we do not have more than one operating segment. Our business activities, revenues and expenses are evaluated by management as one reportable segment. Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash deposits. We maintain our cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, our cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. We have not experienced any losses on such accounts. On March 31, 2023, and September 30, 2022, we had no cash equivalents. As of March 31, 2023, and September 30, 2022, approximately $4,400,763 and $13,821,914 of cash exceeded the FDIC insurance limits, respectively. Accounts receivable Accounts receivable represent amounts due from customers. We assess the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgment and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of March 31, 2023, and September 30, 2022, we had recorded an allowance for doubtful accounts of $778,370 and $646,013, respectively. Concentration of credit risk During the six months ended March 31, 2023, we had two customers which each individually comprised greater than 10% of net revenue. These customers represented 17% and 15% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. As of March 31, 2023, three customers accounted for a total of 45% of our accounts receivable balance or 20%, 15%, and 10%, respectively. No other customer accounted for more than 10% of total accounts receivable. We grant credit in the normal course of business to our customers. Periodically, we review past due accounts and make decisions about future credit on a customer-by-customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. Prepaid expenses Expenditures paid in one accounting period which will not be consumed until a future period such as insurance premiums and annual subscription fees are accounted for on the balance sheet as a prepaid expense. When the asset is eventually consumed, it is charged to expense. Content Assets We capitalize the fixed content fees and corresponding liability when the license period begins, the cost of the content is known, and the content is accepted and available for streaming. If the licensing fee is not determinable or reasonably estimable, no asset or liability is recorded, and licensing costs are expensed as incurred. We amortize licensed content assets into cost of revenue, using the straight-line method over the contractual period of availability. The liability is paid in accordance with the contractual terms of the arrangement. Internally-developed content costs are capitalized in the same manner as licensed content costs, when the cost of the content is known and the content is ready and available for streaming. We amortize internally-developed content assets into cost of revenue, using the straight-line method over the estimated period of streaming. Long-lived assets We evaluate the recoverability of long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner that an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, we recognize an impairment loss only if their carrying amount is not recoverable through the undiscounted cash flows. The impairment loss is based on the difference between the carrying amount and estimated fair value as determined by discounted future cash flows. Our finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from two nine years Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Our capitalization policy is to capitalize property and equipment purchases greater than $3,000, as well as internally-developed software enhancements. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Loop players are capitalized as fixed assets and depreciated over the estimated period of use. See below for estimated useful lives: Loop players 3 years Equipment 3 Software 3 years Operating leases We determine if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than twelve months, we have elected the short-term lease measurement and recognition exemption, and we recognize such lease payments on a straight-line basis over the lease term. Fair value measurement We determine the fair value of our assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology is one or more unobservable inputs which are significant to the fair value measurement. The carrying amount of our financial instruments, including cash, accounts receivable, deposits, short-term portion of notes receivable and notes payable, and current liabilities approximate fair value due to their short-term nature. We do not have financial assets or liabilities that are required under US GAAP to be measured at fair value on a recurring basis. We have not elected to use fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. We record assets and liabilities at fair value on a nonrecurring basis as required by US GAAP. Assets recognized or disclosed at fair value in the condensed On September 26, 2022, our convertible debentures converted to common stock as part of our public offering and uplist to the NYSE stock exchange, and in accordance with the terms of the original debt agreements. As of September 30, 2022, the remaining balance of the derivative liability was written off as part of the conversion to equity. Thus, there is no fair value measurement of the Derivative Liability balance as of March 31, 2023. The following table summarizes changes in fair value measurements of the Derivative Liability during the six months ended March 31, 2022: Balance as of September 30, 2021 $ 1,058,633 Derivative liability issued with convertible debentures — Change in fair value (146,313) Balance as of March 31, 2022 $ 912,320 Advertising costs We expense all advertising costs as incurred. Advertising and marketing costs for the six months ended March 31, 2023, and 2022, were $5,835,275 and $2,435,811, respectively. Revenue recognition We recognize revenue in accordance with ASC 606 , Revenue from Contracts with Customers ● executed contracts with our customers that we believe are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when we satisfy each performance obligation. Performance obligations and significant judgments Our revenue can be categorized into two revenue streams: Advertising revenue and Legacy and other revenue. The following table disaggregates our revenue by major type for the three and six months ended March 31, 2023, and 2022. Three months ended March 31, Six months ended March 31, 2023 2022 2023 2022 Advertising revenue $ 4,648,390 $ 3,499,791 $ 18,607,895 $ 4,936,878 Legacy and other revenue 744,841 1,380,048 1,611,167 2,938,995 Total $ 5,393,231 $ 4,879,839 $ 20,219,062 $ 7,875,873 Our performance obligations and recognition patterns for each revenue stream are as follows: Advertising revenue For the three and six months ended March 31, 2023, advertising revenue accounts for 86% and 92%, respectively, of our revenue and includes revenue from direct and programmatic advertising as well as sponsorships. For all advertising revenue sources, we evaluate whether we should be considered the principal (i.e., report revenues on a gross basis) or an agent (i.e., report revenues on a net basis). Our role as principal or agent differs based on our performance obligation for each revenue share arrangement. For both the O&O and Platform Partner businesses, advertising inventory provided to advertisers through the use of an advertising demand partner or agency, with whose fees or commission is calculated based on a stated percentage of gross advertising spending, we are considered the agent and our revenues are reported net of agency fees and commissions. We are considered the agent because the demand partner or agency controls all aspects of the transaction (pricing risk, inventory risk, obligation for fulfillment) except for the devices used to show the advertisements, therefore we report this advertising revenue net of agency fees and commissions. We are considered the principal in our arrangements with content providers in our O&O Platform business and with our arrangements with our third-party partners in our Partner Platforms business and thus report revenues on a gross basis (net of agency fees and commissions), wherein the amounts billed to our advertising demand partners, advertising agencies, and direct advertisers and sponsors are recorded as revenues, and amounts paid to content providers and third-party partners are recorded as expenses. We are considered the principal because we control the advertising space, are primarily responsible to our advertising demand partners and other parties filling our advertising inventory, have discretion in pricing and advertising fill rates and typically have an inventory risk. For advertising revenue, we recognize revenue at the time the digital advertising impressions are filled and the advertisements are played and, for sponsorship revenue, we generally recognize revenue ratably over the term of the sponsorship arrangement as the sponsored advertisements are played. Legacy and other business revenue For the three and six months ended March 31, 2023, legacy and other business revenue accounts for the remaining 14% and 8%,respectively, of total revenue and includes streaming services, subscription content services, and hardware delivery, as described below: o Delivery of streaming services including content encoding and hosting. We recognize revenue over the term of the service based on bandwidth usage. Revenue from streaming services is insignificant. o Delivery of subscription content services in customized formats. We recognize revenue straight-line over the term of the service. o Delivery of hardware for ongoing subscription content delivery through software. We recognize revenue at the point of hardware delivery. Revenue from hardware sales is insignificant. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, we do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. Customer acquisition costs Customer acquisition costs consist of marketing costs and affiliate fees associated with the O&O business. They are included in operating expenses and expensed as incurred. Cost of revenue Cost of revenue for the O&O Platform and legacy businesses represents the amortized cost of ongoing licensing and hosting fees, which is recognized over time based on usage patterns. The depreciation expense associated with the Loop players is not included in cost of sales. Cost of revenue for the Partner Platform business represents hosting fees, amortized costs of internally-developed content, and the revenue share with third party partners (after deduction of allocated infrastructure costs). The cost of revenue is higher with partners within the Partner Platform versus those within the O&O Platform because the Company leverages its Partner Platform partners’ network of customers and their screens to deliver content and advertising inventory, rather than using its own Loop players. Deferred income As of March 31, 2023, we no longer bill subscription services in advance of when the service period is performed. The deferred income recorded at September 30, 2022, represents our accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. Net loss per share We account for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at March 31, 2023, and September 30, 2022, respectively, because their inclusion would have been anti-dilutive. March 31, September 30, 2023 2022 Options to purchase common stock 8,605,814 8,174,583 Warrants to purchase common stock 5,300,033 5,300,033 Restricted Stock Units (RSUs) 1,102,004 890,000 Series A preferred stock — — Series B preferred stock — — Convertible debentures — — Total common stock equivalents 15,007,851 14,364,616 Shipping and handling costs Loop players are provided free to our customers. Loop absorbs any associated costs of shipping and handling and records as an operational expense at the time of service. Income taxes We account for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We have no material uncertain tax positions for any of the reporting periods presented. We recognize accrued interest and penalties related to unrecognized tax benefits as part of income tax expense. We have also made a policy election to treat the income tax with respect to global intangible low-tax income as a period expense when incurred. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. The adoption of this standard in the first quarter of 2022 had no impact on our consolidated financial statements. Stock-based compensation Stock-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the stock-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications have no effect on the previously reported financial position, results of operations, or cash flows. Previously reported accounts payable and accrued liabilities have now been disaggregated into accounts payable, accrued liabilities, and accrued royalty. Recently adopted accounting pronouncements In August 2020, the FASB issued ASU 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) Recent accounting pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. |
CONTENT ASSETS
CONTENT ASSETS | 6 Months Ended |
Mar. 31, 2023 | |
Content Assets [Abstract] | |
CONTENT ASSETS | NOTE 3 – CONTENT ASSETS Content Assets The content we stream to our users is generally acquired by securing the intellectual property rights to the content through licenses from, and paying royalties or other consideration to, rights holders or their agents. The licensing can be for a fixed fee or can be a revenue sharing arrangement. The licensing arrangements specify the period when the content is available for streaming, the territories, the platforms, the fee structure and other standard content licensing terms defining the rights and/or restrictions for how the licensed content can be used by Loop. We also develop original content internally, which is capitalized when the content is ready and available for streaming, and generally amortized over a period of two to three years . As of March 31, 2023, content assets were $2,700,232 recorded as Content asset, net – current and $1,111,580 recorded as Content asset, net – noncurrent, of which $177,292 was internally-developed content asset, net. We recorded amortization expense in cost of revenue, in the consolidated statements of operations, related to capitalized content assets: Three months ended March 31, Six months ended March 31, 2023 2022 2023 2022 Licensed Content Assets $ 615,165 $ 346,158 $ 1,284,843 $ 657,213 Internally-Developed Assets 15,378 — 27,867 — Total $ 630,543 $ 346,158 $ 1,312,710 $ 657,213 Our content license contracts are typically two Remaining in Fiscal Year 2023 Fiscal Year 2024 Fiscal Year 2025 Fiscal Year 2026 Licensed Content Assets $ 1,447,223 $ 2,068,907 $ 115,726 $ 2,664 Internally-Developed Assets 36,430 72,860 59,440 8,562 Total $ 1,483,653 $ 2,141,767 $ 175,166 $ 11,226 License Content Liabilities On March 31, 2023, we had $1,335,571 of obligations comprised of $1,282,655 in License content liability – current and $52,916 in accounts payable on the Consolidated Balance Sheets. Payments for content liabilities for the six months ended March 31, 2023, were $3,483,019. The expected timing of payments for these content obligations is $1,282,655 payable in fiscal year 2023. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Mar. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 4. PROPERTY AND EQUIPMENT Our property and equipment, net consisted of the following as of March 31, 2023, and September 30, 2022: March 31, September 30, 2023 2022 Loop Players $ 2,145,929 $ 1,259,402 Equipment 1,066,782 703,341 Software 588,553 404,058 3,801,264 2,366,801 Less: accumulated depreciation (1,100,134) (733,632) Total property and equipment, net $ 2,701,130 $ 1,633,169 For the three months ended March 31, 2023, and 2022, depreciation expense, calculated using straight line method, charged to operations amounted to $206,897 and $4,288 , respectively. For the six months ended March 31, 2023, and 2022, depreciation expense, calculated using straight line method, charged to operations amounted to $366,502 and $8,580 , respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5. INTANGIBLE ASSETS Our intangible assets, each definite lived assets, consisted of the following as of March 31, 2023, and September 30, 2022: March 31, September 30, Useful life 2023 2022 Customer relationships nine years $ 1,012,000 $ 1,012,000 Content library two years 198,000 198,000 Total intangible assets, gross 1,210,000 1,210,000 Less: accumulated amortization (675,889) (619,667) Total (675,889) (619,667) Total intangible assets, net $ 534,111 $ 590,333 Amortization expense charged to operations amounted to $28,111 and $28,111, for the three months ended March 31, 2023, and 2022, respectively. Amortization expense charged to operations amounted to $56,222 and $56,222, respectively, for the six months ended March 31, 2023, and 2022. Annual amortization expense for the next five years and thereafter is estimated to be $56,222 (remaining in fiscal year 2023), $112,444, $112,444, $112,444, $112,444, and $28,113, respectively. The weighted average life of the intangible assets subject to amortization is 4.8 years on March 31, 2023. |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
OPERATING LEASES | NOTE 6 – OPERATING LEASES Operating leases We have operating leases for office space and office equipment. Many leases include one or more options to renew, some of which include options to extend the leases for a long-term period, and some leases include options to terminate the leases within 30 days. In certain of our lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for capital area maintenance, utilities, inflation and/or changes in other indexes. Our lease liability consisted of the following as of March 31, 2023, and September 30, 2022: March 31, September 30, 2023 2022 Short term portion $ 18,483 $ 75,529 Long term portion — — Total lease liability $ 18,483 $ 75,529 Maturity analysis under these lease agreements are as follows: 2023 $ 20,331 Total undiscounted cash flows 20,331 Less: 10% Present value discount (1,848) Lease liability $ 18,483 We recorded lease expense in sales, general and administration expenses in the consolidated statement of operations: Three months ended March 31, Six months ended March 31, 2023 2022 2023 2022 Operating lease expense $ 17,495 $ 44,444 $ 61,939 $ 88,888 Short-term lease expense 32,431 2,100 34,831 4,200 Total lease expense $ 49,926 $ 46,544 $ 96,770 $ 93,088 For the six months ended March 31, 2023, cash payments against lease liabilities totaled $59,138, and accretion on lease liability of $2,428. For the six months ended March 31, 2022, cash payments against lease liabilities totaled $45,238, accretion on lease liability of $5,889. Weighted-average remaining lease term and discount rate for operating leases are as follows: Weighted-average remaining lease term 0.17 years Weighted-average discount rate 10 % |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of March 31, 2023, and September 30, 2021: March 31, September 30, 2023 2022 Accounts payable $ 6,883,215 $ 7,453,801 Performance bonuses 1,889,315 2,970,000 Professional fees 390,058 505,169 Interest payable 355,737 348,150 Marketing 339,895 344,309 Insurance liabilities 83,744 602,970 Commissions 54,995 425,321 Other accrued liabilities 299,295 424,954 Accrued liabilities 3,413,038 5,620,873 Accrued royalties and revenue share 3,184,604 4,559,088 Total accounts payable and accrued expenses $ 13,480,857 $ 17,633,762 |
DEBT
DEBT | 6 Months Ended |
Mar. 31, 2023 | |
Debt Instruments [Abstract] | |
DEBT | NOTE 8 – DEBT Lines of Credit as of March 31, 2023: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party lines of credit: Current Long Term Balance Cash Maturity Date issued $4,022,986 non-revolving line of credit, amended December 12, 2022 (1) $ — $ 3,088,753 $ 4,022,986 12% 4/25/2024 383,141 Total related party lines of credit, net $ — $ 3,088,753 $ 4,022,986 Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 (2) $ 1,809,594 $ — $ 2,200,000 12% 11/13/2023 314,286 $6,000,000 revolving line of credit, July 29, 2022 — 4,185,069 5,304,209 Greater of 4% or Prime 7/29/2024 — Total lines of credit, net $ 1,809,594 $ 4,185,069 $ 7,504,209 Lines of Credit as of September 30, 2022: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party lines of credit: Current Long Term Balance Cash Maturity Date issued $4,022,986 non-revolving line of credit, April 25, 2022 (1) $ — $ 2,575,753 $ 4,022,986 12% 10/25/2023 383,141 Total related party lines of credit, net $ — $ 2,575,753 $ 4,022,986 Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 (2) $ — $ 1,494,469 $ 2,200,000 12% 11/13/2023 314,286 $6,000,000 revolving line of credit, July 29, 2022 — 3,030,516 4,543,560 Greater of 4% or Prime 7/29/2024 — Total lines of credit, net $ — $ 4,524,985 $ 6,743,560 The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the lines of credit: Three months ended March 31, Six months ended March 31, 2023 2022 2023 2022 Interest expense $ 332,516 $ 139,439 $ 672,895 $ 285,309 Amortization of debt discounts 582,994 356,030 1,244,329 713,197 Total $ 915,510 $ 495,469 $ 1,917,224 $ 998,506 Maturity analysis under the line of credit agreements for the fiscal years ended September 30, 2023 $ — 2024 11,527,195 2025 — 2026 — 2027 — Lines of credit, related and non-related party 11,527,195 Less: Debt discount on lines of credit payable (2,443,779) Total Lines of credit payable, related and non-related party, net $ 9,083,416 Non-Revolving Lines of Credit On February 23, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “Prior Excel Loan Agreement”) with Excel Family Partnership, LLLP (“Excel”), an entity managed by Bruce Cassidy, Chairman of our Board of Directors, for aggregate principal amount of $1,500,000 , which was amended on April 13, 2022, to increase the aggregate principal amount to $2,000,000 (the “$2m Loan”). Effective as of April 25, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement with Excel (the “Excel Non-Revolving Loan Agreement”) for an aggregate principal amount of $4,022,986 (the “Excel Non-Revolving Loan”). The Excel Non-Revolving Loan matures eighteen (18) months from the date of the Excel Non-Revolving Loan Agreement and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to twelve (12) percent per year. On April 25, 2022, we used $2,000,000 of the proceeds of the Excel Non-Revolving Loan to prepay all of the remaining outstanding principal and interest of the $2 m Loan and the Prior Excel Loan Agreement was terminated in connection with such prepayment. Under the Excel Non-Revolving Loan Agreement, we granted to the lender a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof (which was subsequently subordinated in connection with our Revolving Loan Agreement (as defined below)). In connection with the Excel Non-Revolving Loan, on April 25, 2022, we issued a warrant for an aggregate of up to 383,141 shares of our common stock. The warrant has an exercise price of $5.25 per share, expires on April 25, 2025, and shall be exercisable at any time prior to the expiration date. Effective as of December 14, 2022, we entered into a Non-Revolving Line of Credit Agreement Amendment and a Non-Revolving Line of Credit Promissory Note Amendment with Excel to extend the maturity date of the Excel Non-Revolving Loan from eighteen (18) months to twenty-four (24) months from the date of the Excel Non-Revolving Loan. Effective as of May 10, 2023, we entered into a Non-Revolving Line of Credit Agreement Amendment No. 2 and a Non-Revolving Line of Credit Promissory Note Amendment No. 2 with Excel to extend the maturity date of the Excel Non-Revolving Loan from twenty-four (24) months to twenty-five (25) months from the date of the Excel Non-Revolving Loan. The Excel Non-Revolving Loan had a balance, including accrued interest, amounting to $4,232,181 and $4,226,181 as of March 31, 2023, and September 30, 2022, respectively. We incurred interest expense for the Excel Non-Revolving Loan in the amount of $755,719 and $0 for the six months ended March 31, 2023, and 2022. Effective as of May 13, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “RAT Non-Revolving Loan Agreement”) with several institutions and individuals and RAT Investment Holdings, LP, as administrator of the loan (the “Loan Administrator”) for an aggregate principal amount of $2,200,000 (the “RAT Non-Revolving Loan”). The RAT Non-Revolving Loan matures eighteen (18) months from the effective date of the RAT Non-Revolving Loan Agreement and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to twelve (12) percent per year. Under the RAT Non-Revolving Loan Agreement, we granted to the lenders under the RAT Non-Revolving Loan Agreement a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest is pari passu with the Excel Non-Revolving Loan Agreement (which was subsequently subordinated in connection with our Revolving Loan Agreement). In connection with the RAT Non-Revolving Loan Agreement, on May 13, 2022, we issued a warrant (each a “Warrant” and collectively, the “Warrants”) to each lender under the RAT Non-Revolving Loan Agreement for an aggregate of up to 209,522 shares of our common stock (the “Warrant Shares”). Each Warrant has an exercise price of $5.25 per share, expires on May 13, 2025, and shall be exercisable at any time prior to the expiration date. The warrants were accounted for as equity awards. We allocated the debt and warrant on a relative fair value basis to the proceeds received for the non-revolving lines of credit. We further allocated the fair value of $2,975,261 of the warrants at inception as a debt discount and recorded the straight-line amortization of debt discount as interest expense. The RAT Non-Revolving Loan had a balance, including accrued interest, amounting to $2,300,537 and $2,301,260 as of March 31, 2023, and September 30, 2022, respectively. We incurred interest expense for the RAT Non-Revolving Loan in the amount of $446,764 and $0 for the six months ended March 31, 2023, and 2022. Revolving Loan Agreement Effective as of July 29, 2022, we entered into a Loan and Security Agreement (the “Revolving Loan Agreement”) with Industrial Funding Group, Inc. (the “Initial Lender”) for a revolving loan credit facility for the initial principal sum of up to $4,000,000 , and through the exercise of an accordion feature, a total sum of up to $10,000,000 , evidenced by a Revolving Loan Secured Promissory Note, also effective as of July 29, 2022 (the “Revolving Loan”). Shortly after the effective date of the Revolving Loan, the Initial Lender assigned the Revolving Loan Agreement, and the loan documents related thereto, to GemCap Solutions, LLC (the “Senior Lender” or “GemCap”). Availability for borrowing under the Revolving Loan Agreement is dependent upon our assets in certain eligible accounts and measures of revenue, subject to reduction for reserves that the Senior Lender may require in its discretion, and the accordion feature is a provision whereby we may request that the Senior Lender increase availability under the Revolving Loan Agreement, subject to its sole discretion. Effective as of October 27, 2022, we entered into Amendment Number 1 to the Revolving Loan Agreement with the Senior Lender to increase the principal sum available from $4,000,000 to $6,000,000 . As of March 31, 2023, we had borrowed $5,304,209 under the Revolving Loan. The Revolving Loan matures on July 29, 2024, and began accruing interest on the unpaid principal balance of advances, payable monthly in arrears, on September 7, 2022, at an annual rate equal to the greater of (I) the sum of (i) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such Prime Rate changes, plus (ii) zero percent ( 0.00% ), and (II) four percent ( 4.00% ). Under the Revolving Loan Agreement, we have granted to the Senior Lender a first-priority security interest in all of our present and future property and assets, including products and proceeds thereof. In connection with the loan, our existing secured lenders (the “Subordinated Lenders”) delivered subordination agreements (the “Subordination Agreements”) to the Senior Lender. We are permitted to make regularly scheduled payments, including payments upon maturity, to such subordinated lenders and potentially other payments subject to a measure of cash flow and receiving certain financing activity proceeds, in accordance with the terms of the Subordination Agreements. In connection with the delivery of the Subordination Agreements by the Subordinated Lenders, on July 29, 2022, we issued warrants to each Subordinated Lender on identical terms for an aggregate of up to 296,329 shares of our common stock. Each warrant has an exercise price of $5.25 per share, expires on July 29, 2025 (the “Expiration Date”), and shall be exercisable at any time prior to the Expiration Date. One warrant for 191,570 warrant shares was issued to Eagle Investment Group, LLC, an entity managed by Bruce Cassidy, Chairman of our Board of Directors, as directed by its affiliate, Excel Family Partners, LLLP, one of the Subordinated Lenders. The Subordinated Lenders receiving warrants for the remaining 104,759 warrant shares were also entitled to receive a cash payment of $22,000 six months from the date of the Subordination Agreements, representing one percent ( 1.00% ) of the outstanding principal amount of the loan held by such Subordinated Lenders. This cash payment was made to such Subordinated Lenders on January 25, 2023. The warrants were accounted for as equity awards. We allocated the debt and warrant on a relative fair value basis to the proceeds received for the revolving loan agreement. We further allocated the fair value of the $1,347,719 of the warrants at inception as a debt discount and recorded the straight-line amortization of debt discount as interest expense. The Revolving Loan had a balance, including accrued interest, amounting to $5,350,214 and $4,587,255 as of March 31, 2023, and September 30, 2022, respectively. We incurred interest expense for the Revolving Loan in the amount of $714,740 and $0 for the six months ended March 31, 2023, and 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of March 31, 2023. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. Revolving Loan Agreement Effective as of July 29, 2022, we entered into the Revolving Loan Agreement. In connection with the loan under the Revolving Loan Agreement, the Subordinated Lenders delivered Subordination Agreements to the Senior Lender. In connection with the delivery of the Subordination Agreements by the Subordinated Lenders, on July 29, 2022, we issued warrants to each Subordinated Lender on identical terms for an aggregate of up to 296,329 shares of our common stock. Each warrant has an exercise price of $5.25 per share, expires on July 29, 2025. One warrant for 191,570 warrant shares was issued to Eagle Investment Group, LLC, an entity managed by Bruce Cassidy, Chairman of our Board of Directors, as directed by its affiliate, Excel Family Partners, LLLP, one of the Subordinated Lenders. Excel Non-Revolving Loan Agreement On February 23, 2022, we entered into the Prior Excel Loan Agreement with Excel, an entity managed by Bruce Cassidy, Chairman of our Board of Directors, for the $2m Loan (aggregate principal amount of $1,500,000 , which was amended on April 13, 2022, to increase the aggregate principal amount to $2,000,000 . Effective as of April 25, 2022, we entered into the Excel Non-Revolving Loan Agreement for the Excel Non-Revolving Loan (aggregate principal amount of $4,022,986) . The Excel Non-Revolving Loan matures eighteen (18) months from the date of the Excel Non-Revolving Loan Agreement and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to twelve (12) percent per year. On April 25, 2022, we used $2,000,000 of the proceeds of the Excel Non-Revolving Loan to prepay all of the remaining outstanding principal and interest of the $2m Loan and the Prior Loan Agreement was terminated in connection with such prepayment. Under the Excel Non-Revolving Loan Agreement, we granted to the lender a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof (which was subsequently subordinated in connection with the Revolving Loan Agreement). In connection with the Excel Non-Revolving Loan, on April 25, 2022, we issued a warrant for an aggregate of up to 383,141 shares of our common stock. The warrant has an exercise price of $5.25 per share, expires on April 25, 2025, and shall be exercisable at any time prior to the expiration date. Effective as of December 14, 2022, we entered into a Non-Revolving Line of Credit Agreement Amendment and a Non-Revolving line of Credit Promissory Note Amendment with Excel to extend the maturity date of the Excel Non-Revolving Loan from eighteen (18) months to twenty-four (24) months from the date of the Excel Non-Revolving Loan. Effective as of May 10, 2023, we entered into a Non-Revolving Line of Credit Agreement Amendment No, 2 and a Non-Revolving Line of Credit Promissory Note Amendment No. 2 with Excel to extend the maturity date of the Excel Non-Revolving Loan from twenty-four (24) months to twenty-five (25) months from the date of the Excel Non-Revolving Loan. The Excel Non-Revolving Loan had a balance, including accrued interest, amounting to $4,232,181 and $4,226,181 as of March 31, 2023, and September 30, 2022, respectively. We incurred interest expense for the Excel Non-Revolving Loan in the amount of $336,282 and $0 for the three months ended March 31, 2023, and 2022, respectively, and $755,719 and $0 for the six months ended March 31, 2023, and 2022. 500 Limited For the six months ended March 31, 2023, and 2022, we paid 500 Limited $219,400 and $206,400 , respectively, for programming services provided to Loop. 500 Limited is an entity controlled by Liam McCallum, our Chief Product and Technology Officer. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 6 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 11 –STOCKHOLDERS’ EQUITY (DEFICIT) Change in Number of Authorized and Outstanding Shares On September 21, 2022, a 1 for 3 reverse stock split of our common stock became effective. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively adjusted for the effects of the reverse split for all periods presented. Common stock Our authorized capital stock consists of 105,555,556 shares of common stock, $0.0001 par value per share, and 3,333,334 shares of preferred stock, $0.0001 par value per share. As of March 31, 2023, and 2022, there were 56,381,209 and 51,169,092, respectively, shares of common stock issued outstanding Six months ended March 31, 2023 There was no activity during the six months ended March 31, 2023. See Note 12 – Stock Options and Warrants for stock compensation discussion. Six months ended March 31, 2022 During the six months ended March 31, 2022, we issued 12,378 shares of common stock with a value of $88,500 as payment in kind for accrued interest due on certain convertible notes. Of this amount, 9,861 shares of common stock at a value of $70,500 was issued to a board member. See Note 12 – Stock Options and Warrants for stock compensation discussion. |
STOCK OPTIONS, RESTRICTED STOCK
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS | 6 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS | NOTE 12 – STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using our historical stock prices. We account for the expected life of options based on the contractual life of options for non-employees. For employees, we account for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The following table summarizes the stock option activity for the six months ended March 31, 2023: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding at September 30, 2022 8,174,563 $ 3.78 7.80 $ 9,188,491 Grants 462,431 6.23 9.77 — Exercised — — — — Expired — — — — Forfeited (31,180) 7.27 — — Outstanding at March 31, 2023 8,605,814 $ 3.90 7.66 $ 17,694,289 Exercisable at March 31, 2023 6,502,586 $ 3.50 7.30 $ 15,471,627 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than our stock price of $5.75 as of March 31, 2023, and $7.50 as of March 31, 2022, which would have been received by the option holders had those option holders exercised their options as of that date. The following table presents information related to stock options as of March 31, 2023: Options outstanding Weighted Options average exercisable Exercise Number of remaining life number of price options in years options $ 2.58 382,790 3.42 382,790 1.98 1,472,892 5.59 1,472,891 2.67 833,333 7.21 795,333 3.30 2,617,650 7.62 1,986,084 1.71 100,000 7.92 99,999 8.52 83,333 8.08 83,333 8.25 200,000 8.10 122,222 7.05 16,667 8.31 9,258 7.20 16,667 8.33 9,258 7.50 16,667 8.34 16,666 6.90 278,727 8.52 184,982 7.05 25,000 8.58 8,854 8.25 116,667 9.07 — 7.74 45,000 9.13 — 7.05 8,333 9.29 — 7.86 6,667 9.42 — 4.95 1,922,990 9.49 1,225,143 6.23 462,431 9.77 105,773 8,605,814 6,502,586 Stock-based compensation We recognize compensation expense for all stock options granted using the fair value-based method of accounting. During the six months ended March 31, 2023, we issued 462,431 options valued at $1,895,967. As of March 31, 2023, the total compensation cost related to nonvested awards not yet recognized is $8,800,348 and the weighted average period over which expense is expected to be recognized in months is 24.8. The stock-based compensation expense related to option grants was $3,298,273 and $2,665,724, for the six months ended March 31, 2023, and 2022, respectively. Restricted Stock Units On September 18, 2022, the Compensation Committee of our Board of Directors approved Restricted Stock Unit ( “ ” $ 3 The following table summarizes the RSU activity for the six months ended March 31, 2023: Weighted Weighted Average Average Remaining Aggregate RSUs Fair Value Contractual Term Intrinsic Value Outstanding at September 30, 2022 890,000 $ 5.00 3.29 $ 5,117,500 Grants 212,004 6.23 2.75 1,219,023 Exercised — — — — Expired — — — — Forfeited — — — — Outstanding at March 31, 2023 1,102,004 $ 5.24 — $ 6,336,523 Exercisable at March 31, 2023 — $ — — $ — The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on our stock price of $5.75 as of March 31, 2023, and $7.50 as of March 31, 2022. which would have been received by the RSU holders as of that date. The following table presents information related to RSUs as of March 31, 2023: RSUs outstanding Weighted Average Grant Date Number of Remaining Number of Fair Value RSUs Life in Years RSUs Vested $ 5.00 890,000 3.48 — $ 6.23 130,464 3.76 — $ 6.23 81,540 0.50 — 1,102,004 — The stock-based compensation expense related to RSU grants was , for the six months ended March 31, 2023, and 2022, respectively. As of March 31, 2023, the total compensation cost related to nonvested RSU awards not yet recognized was $4,977,011 and the weighted average period over which expense is expected to be recognized in months was 39.8. Warrants The following table summarizes the changes in warrants outstanding and the related prices for the shares of our common stock: Warrants outstanding Warrants exercisable Weighted Weighted average average remaining Weighted remaining contractual average contractual Number life exercise Number life Exercise prices outstanding (years) price exercisable (years) $ 2.58 100,000 6.53 2.58 100,000 6.53 2.57 666,666 3.69 2.57 666,666 3.69 2.25 888,888 6.95 2.25 888,888 6.95 8.25 107,952 1.67 8.25 107,952 1.67 8.40 16,666 6.07 8.40 16,666 6.07 8.25 2,191,149 1.50 8.25 2,191,149 1.50 7.05 62,438 3.96 7.05 54,925 3.96 5.25 383,141 2.07 5.25 383,141 2.07 5.25 209,522 2.12 5.25 209,522 2.12 9.00 66,666 2.13 9.00 66,666 2.13 7.95 100,000 2.21 7.95 16,667 2.21 5.25 296,329 2.33 5.25 296,329 2.33 6.00 192,000 4.49 6.00 192,000 4.49 6.00 18,616 4.50 6.00 18,616 4.50 The following table summarizes the warrant activity for the six months ended March 31, 2023: Weighted average exercise Number of price per shares share Outstanding at September 30, 2022 5,300,033 $ 5.82 Issued — — Exercised — — Expired — — Outstanding at March 31, 2023 5,300,033 $ 5.82 We record all warrants granted using the fair value-based method of accounting. During the six months ended March 31, 2023, no warrants were issued. We recorded consulting expense of $203,443 as a result of current period vesting of previously issued warrants to various companies for consulting services. |
INCOME TAX
INCOME TAX | 6 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 13 – INCOME TAXES We calculate our interim income tax provision in accordance with ASC Topic 270, Interim Reporting and ASC Topic 740, Accounting for Income Taxes. At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary year to date earnings. In addition, the tax effects of unusual or infrequently occurring items including changes in judgment about valuation allowances and effects of changes in enacted tax laws are recognized discretely in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including the expected operating (loss) income for the year, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current fiscal year. The accounting estimates used to compute income tax expense may change as new events occur or additional information is obtained. For the six months ended March 31, 2023, we recorded an income tax provision of $1,230. For the six months ended March 31, 2022, we recorded an income tax provision of $1,051 related to state and local taxes. The effective rate for both the six months ended March 31, 2023, and 2022, differ from the U.S. federal statutory rate of 21% as no income tax benefit was recorded for current year operating losses as we maintain a full valuation allowance on our deferred tax assets. For the three months ended March 31, 2023, we recorded an income tax provision of $0 . For the three months ended March 31, 2022, we recorded an income tax provision of $800 related to state and local taxes. The effective rate for both the three months ended March 31, 2023, and March 31, 2022, differ from the U.S. federal statutory rate of 21% as no income tax benefit was recorded for current year operating losses as we maintain a full valuation allowance on our deferred tax assets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS We have evaluated all subsequent events through the date of this report on Form 10-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of March 31, 2023, and events which occurred after March 31, 2023, but which were not recognized in the financial statements. Debt Issuance Effective as of May 10, 2023, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (the “2023 Secured Loan Agreement”) with several individuals and institutional lenders (each individually a “Lender” and collectively, the “Lenders”) for aggregate loans of up to $4.0 million (the “2023 Secured Loan”), evidenced by a Secured Non-Revolving Line of Credit Promissory Notes (each a “2023 Secured Note” and collectively, the “2023 Secured Notes”), also effective as of May 10, 2023. The 2023 Secured Loan matures twenty-four (24) months from the date of the 2023 Secured Loan Agreement and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to twelve ( 12 ) percent per year. In connection with the 2023 Secured Loan, on May 10, 2023, we issued warrants (the “Warrants”) to purchase up to an aggregate of 369,517 shares of our common stock (the “Warrant Shares”) to the Lenders. The Warrants have an exercise price of $4.33 per share, expires on May 10, 2026 (the “Expiration Date”), and shall be exercisable at any time prior to the Expiration Date. Under the2023 Secured Loan Agreement, we have granted to the Lenders a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof. In connection with the 2023 Secured Loan Agreement, the Lenders delivered subordination agreements (the “Subordination Agreements”) to GemCap Solutions, LLC, as successor and assign to Industrial Funding Group, Inc.(the “Senior Lender” or “GemCap”), pursuant to which our obligations to the Lenders and the indebtedness under the 2023 Secured Loan Agreement are subordinate and junior in right of payment to the indebtedness under our account receivable facility evidenced by that certain Loan and Security Agreement dated as of July 29, 2022, with the Senior Lender. Excel Family Partners, LLLP (“Excel”), an entity managed by Bruce Cassidy, Chairman of our Board of Directors, is a Lender under the 2023 Secured Loan Agreement for an aggregate loan of $2.65 million. In connection with such loan, we issued a Warrant for 244,804 Warrant Shares to Excel. The issuance of the Warrants was not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Warrants were issued in a private placement exempt from the registration requirements of the Securities Act, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. The descriptions of the Loan Agreement, the Notes, the Subordination Agreements and the Warrants are summaries and are qualified in their entirety by reference to the full texts of the Loan Agreement, the form of Note, the form of Subordination Agreement and the form of Warrant. Excel Non-Revolving Line of Credit Amendment Effective as of May 10, 2023, we entered into a Non-Revolving Line of Credit Agreement Amendment No. 2 (the “Excel Line of Credit Amendment No. 2”) and a Non-Revolving Line of Credit Promissory Note Amendment No. 2 (the “Excel Note Amendment No. 2,” and together, the “Excel Non-Revolving Line of Credit Amendments”) with Excel to extend the maturity date of the Excel Non-Revolving Loan from twenty-four (24) months to twenty-five (25) months from the date of the Excel Non-Revolving Loan. The descriptions of the Excel Non-Revolving Line of Credit Amendments are summaries and are qualified in their entirety by reference to the full texts of the Excel Line of Credit Amendment No. 2 and the Excel Note Amendment No. 2. Shelf Registration ( $50 Million ATM) We have filed a shelf Registration Statement on Form S-3 that has been declared effective by the Securities and Exchange Commission. On May 12, 2023, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”) pursuant to which we may offer and sell, from time to time through the Agent, shares of our common stock, par value $0.0001 per share (“Common Stock”), for aggregate gross proceeds of up to $50,000,000. Since May 12, 2023, we have not had any sales under the Sales Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The following (a) condensed consolidated balance sheet as of September 30, 2022, which has been derived from our audited financial statements, and (b) our unaudited condensed consolidated interim financial statements for the six months ended March 31, 2023, have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the Securities Act of 1933. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2023, are not necessarily indicative of results that may be expected for the year ending September 30, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended September 30, 2022, included in our Annual Report on Form 10-K filed with the SEC on December 20, 2022. |
Basis of presentation | Basis of presentation The consolidated financial statements include our accounts and our wholly-owned subsidiaries, EON Media Group Pte. Ltd. and Retail Media TV, Inc. The unaudited |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the revenue recognition of performance obligations, allowance for doubtful accounts, fair value of stock-based compensation awards, income taxes and going concern. |
Segment reporting | Segment reporting We report as one reportable segment because we do not have more than one operating segment. Our business activities, revenues and expenses are evaluated by management as one reportable segment. |
Cash | Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash deposits. We maintain our cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, our cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. We have not experienced any losses on such accounts. On March 31, 2023, and September 30, 2022, we had no cash equivalents. As of March 31, 2023, and September 30, 2022, approximately $4,400,763 and $13,821,914 of cash exceeded the FDIC insurance limits, respectively. |
Accounts receivable | Accounts receivable Accounts receivable represent amounts due from customers. We assess the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgment and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of March 31, 2023, and September 30, 2022, we had recorded an allowance for doubtful accounts of $778,370 and $646,013, respectively. |
Concentration of credit risk | Concentration of credit risk During the six months ended March 31, 2023, we had two customers which each individually comprised greater than 10% of net revenue. These customers represented 17% and 15% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. As of March 31, 2023, three customers accounted for a total of 45% of our accounts receivable balance or 20%, 15%, and 10%, respectively. No other customer accounted for more than 10% of total accounts receivable. We grant credit in the normal course of business to our customers. Periodically, we review past due accounts and make decisions about future credit on a customer-by-customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. |
Prepaid expenses | Prepaid expenses Expenditures paid in one accounting period which will not be consumed until a future period such as insurance premiums and annual subscription fees are accounted for on the balance sheet as a prepaid expense. When the asset is eventually consumed, it is charged to expense. |
Content Asset | Content Assets We capitalize the fixed content fees and corresponding liability when the license period begins, the cost of the content is known, and the content is accepted and available for streaming. If the licensing fee is not determinable or reasonably estimable, no asset or liability is recorded, and licensing costs are expensed as incurred. We amortize licensed content assets into cost of revenue, using the straight-line method over the contractual period of availability. The liability is paid in accordance with the contractual terms of the arrangement. Internally-developed content costs are capitalized in the same manner as licensed content costs, when the cost of the content is known and the content is ready and available for streaming. We amortize internally-developed content assets into cost of revenue, using the straight-line method over the estimated period of streaming. |
Long-lived assets | Long-lived assets We evaluate the recoverability of long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner that an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, we recognize an impairment loss only if their carrying amount is not recoverable through the undiscounted cash flows. The impairment loss is based on the difference between the carrying amount and estimated fair value as determined by discounted future cash flows. Our finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from two nine years |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Our capitalization policy is to capitalize property and equipment purchases greater than $3,000, as well as internally-developed software enhancements. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Loop players are capitalized as fixed assets and depreciated over the estimated period of use. See below for estimated useful lives: Loop players 3 years Equipment 3 Software 3 years |
Operating leases | Operating leases We determine if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than twelve months, we have elected the short-term lease measurement and recognition exemption, and we recognize such lease payments on a straight-line basis over the lease term. |
Fair value measurement | Fair value measurement We determine the fair value of our assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology is one or more unobservable inputs which are significant to the fair value measurement. The carrying amount of our financial instruments, including cash, accounts receivable, deposits, short-term portion of notes receivable and notes payable, and current liabilities approximate fair value due to their short-term nature. We do not have financial assets or liabilities that are required under US GAAP to be measured at fair value on a recurring basis. We have not elected to use fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. We record assets and liabilities at fair value on a nonrecurring basis as required by US GAAP. Assets recognized or disclosed at fair value in the condensed On September 26, 2022, our convertible debentures converted to common stock as part of our public offering and uplist to the NYSE stock exchange, and in accordance with the terms of the original debt agreements. As of September 30, 2022, the remaining balance of the derivative liability was written off as part of the conversion to equity. Thus, there is no fair value measurement of the Derivative Liability balance as of March 31, 2023. The following table summarizes changes in fair value measurements of the Derivative Liability during the six months ended March 31, 2022: Balance as of September 30, 2021 $ 1,058,633 Derivative liability issued with convertible debentures — Change in fair value (146,313) Balance as of March 31, 2022 $ 912,320 |
Advertising costs | Advertising costs We expense all advertising costs as incurred. Advertising and marketing costs for the six months ended March 31, 2023, and 2022, were $5,835,275 and $2,435,811, respectively. |
Revenue recognition | Revenue recognition We recognize revenue in accordance with ASC 606 , Revenue from Contracts with Customers ● executed contracts with our customers that we believe are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when we satisfy each performance obligation. Performance obligations and significant judgments Our revenue can be categorized into two revenue streams: Advertising revenue and Legacy and other revenue. The following table disaggregates our revenue by major type for the three and six months ended March 31, 2023, and 2022. Three months ended March 31, Six months ended March 31, 2023 2022 2023 2022 Advertising revenue $ 4,648,390 $ 3,499,791 $ 18,607,895 $ 4,936,878 Legacy and other revenue 744,841 1,380,048 1,611,167 2,938,995 Total $ 5,393,231 $ 4,879,839 $ 20,219,062 $ 7,875,873 Our performance obligations and recognition patterns for each revenue stream are as follows: Advertising revenue For the three and six months ended March 31, 2023, advertising revenue accounts for 86% and 92%, respectively, of our revenue and includes revenue from direct and programmatic advertising as well as sponsorships. For all advertising revenue sources, we evaluate whether we should be considered the principal (i.e., report revenues on a gross basis) or an agent (i.e., report revenues on a net basis). Our role as principal or agent differs based on our performance obligation for each revenue share arrangement. For both the O&O and Platform Partner businesses, advertising inventory provided to advertisers through the use of an advertising demand partner or agency, with whose fees or commission is calculated based on a stated percentage of gross advertising spending, we are considered the agent and our revenues are reported net of agency fees and commissions. We are considered the agent because the demand partner or agency controls all aspects of the transaction (pricing risk, inventory risk, obligation for fulfillment) except for the devices used to show the advertisements, therefore we report this advertising revenue net of agency fees and commissions. We are considered the principal in our arrangements with content providers in our O&O Platform business and with our arrangements with our third-party partners in our Partner Platforms business and thus report revenues on a gross basis (net of agency fees and commissions), wherein the amounts billed to our advertising demand partners, advertising agencies, and direct advertisers and sponsors are recorded as revenues, and amounts paid to content providers and third-party partners are recorded as expenses. We are considered the principal because we control the advertising space, are primarily responsible to our advertising demand partners and other parties filling our advertising inventory, have discretion in pricing and advertising fill rates and typically have an inventory risk. For advertising revenue, we recognize revenue at the time the digital advertising impressions are filled and the advertisements are played and, for sponsorship revenue, we generally recognize revenue ratably over the term of the sponsorship arrangement as the sponsored advertisements are played. Legacy and other business revenue For the three and six months ended March 31, 2023, legacy and other business revenue accounts for the remaining 14% and 8%,respectively, of total revenue and includes streaming services, subscription content services, and hardware delivery, as described below: o Delivery of streaming services including content encoding and hosting. We recognize revenue over the term of the service based on bandwidth usage. Revenue from streaming services is insignificant. o Delivery of subscription content services in customized formats. We recognize revenue straight-line over the term of the service. o Delivery of hardware for ongoing subscription content delivery through software. We recognize revenue at the point of hardware delivery. Revenue from hardware sales is insignificant. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, we do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. |
Customer acquisition costs | Customer acquisition costs Customer acquisition costs consist of marketing costs and affiliate fees associated with the O&O business. They are included in operating expenses and expensed as incurred. |
Cost of revenue | Cost of revenue Cost of revenue for the O&O Platform and legacy businesses represents the amortized cost of ongoing licensing and hosting fees, which is recognized over time based on usage patterns. The depreciation expense associated with the Loop players is not included in cost of sales. Cost of revenue for the Partner Platform business represents hosting fees, amortized costs of internally-developed content, and the revenue share with third party partners (after deduction of allocated infrastructure costs). The cost of revenue is higher with partners within the Partner Platform versus those within the O&O Platform because the Company leverages its Partner Platform partners’ network of customers and their screens to deliver content and advertising inventory, rather than using its own Loop players. |
Deferred income | Deferred income As of March 31, 2023, we no longer bill subscription services in advance of when the service period is performed. The deferred income recorded at September 30, 2022, represents our accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. |
Net loss per share | Net loss per share We account for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at March 31, 2023, and September 30, 2022, respectively, because their inclusion would have been anti-dilutive. March 31, September 30, 2023 2022 Options to purchase common stock 8,605,814 8,174,583 Warrants to purchase common stock 5,300,033 5,300,033 Restricted Stock Units (RSUs) 1,102,004 890,000 Series A preferred stock — — Series B preferred stock — — Convertible debentures — — Total common stock equivalents 15,007,851 14,364,616 |
Shipping and handling costs | Shipping and handling costs Loop players are provided free to our customers. Loop absorbs any associated costs of shipping and handling and records as an operational expense at the time of service. |
Income taxes | Income taxes We account for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We have no material uncertain tax positions for any of the reporting periods presented. We recognize accrued interest and penalties related to unrecognized tax benefits as part of income tax expense. We have also made a policy election to treat the income tax with respect to global intangible low-tax income as a period expense when incurred. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. The adoption of this standard in the first quarter of 2022 had no impact on our consolidated financial statements. |
Stock-based compensation | Stock-based compensation Stock-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the stock-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications have no effect on the previously reported financial position, results of operations, or cash flows. Previously reported accounts payable and accrued liabilities have now been disaggregated into accounts payable, accrued liabilities, and accrued royalty. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In August 2020, the FASB issued ASU 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) Recent accounting pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Loop players 3 years Equipment 3 Software 3 years |
Schedule of changes in fair value measurement | Balance as of September 30, 2021 $ 1,058,633 Derivative liability issued with convertible debentures — Change in fair value (146,313) Balance as of March 31, 2022 $ 912,320 |
Schedule of revenue by category | Three months ended March 31, Six months ended March 31, 2023 2022 2023 2022 Advertising revenue $ 4,648,390 $ 3,499,791 $ 18,607,895 $ 4,936,878 Legacy and other revenue 744,841 1,380,048 1,611,167 2,938,995 Total $ 5,393,231 $ 4,879,839 $ 20,219,062 $ 7,875,873 |
Schedule of weighted average diluted shares | March 31, September 30, 2023 2022 Options to purchase common stock 8,605,814 8,174,583 Warrants to purchase common stock 5,300,033 5,300,033 Restricted Stock Units (RSUs) 1,102,004 890,000 Series A preferred stock — — Series B preferred stock — — Convertible debentures — — Total common stock equivalents 15,007,851 14,364,616 |
CONTENT ASSETS (Tables)
CONTENT ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Content Assets [Abstract] | |
Schedule of amortization expense | Three months ended March 31, Six months ended March 31, 2023 2022 2023 2022 Licensed Content Assets $ 615,165 $ 346,158 $ 1,284,843 $ 657,213 Internally-Developed Assets 15,378 — 27,867 — Total $ 630,543 $ 346,158 $ 1,312,710 $ 657,213 |
Schedule of future amortization expense | Remaining in Fiscal Year 2023 Fiscal Year 2024 Fiscal Year 2025 Fiscal Year 2026 Licensed Content Assets $ 1,447,223 $ 2,068,907 $ 115,726 $ 2,664 Internally-Developed Assets 36,430 72,860 59,440 8,562 Total $ 1,483,653 $ 2,141,767 $ 175,166 $ 11,226 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Table Text Block Supplement [Abstract] | |
Schedule of equipment | March 31, September 30, 2023 2022 Loop Players $ 2,145,929 $ 1,259,402 Equipment 1,066,782 703,341 Software 588,553 404,058 3,801,264 2,366,801 Less: accumulated depreciation (1,100,134) (733,632) Total property and equipment, net $ 2,701,130 $ 1,633,169 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Table Text Block Supplement [Abstract] | |
Schedule of other intangible assets | March 31, September 30, Useful life 2023 2022 Customer relationships nine years $ 1,012,000 $ 1,012,000 Content library two years 198,000 198,000 Total intangible assets, gross 1,210,000 1,210,000 Less: accumulated amortization (675,889) (619,667) Total (675,889) (619,667) Total intangible assets, net $ 534,111 $ 590,333 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of lease liability | March 31, September 30, 2023 2022 Short term portion $ 18,483 $ 75,529 Long term portion — — Total lease liability $ 18,483 $ 75,529 |
Schedule of maturity analysis | 2023 $ 20,331 Total undiscounted cash flows 20,331 Less: 10% Present value discount (1,848) Lease liability $ 18,483 |
Schedule of lease expense | Three months ended March 31, Six months ended March 31, 2023 2022 2023 2022 Operating lease expense $ 17,495 $ 44,444 $ 61,939 $ 88,888 Short-term lease expense 32,431 2,100 34,831 4,200 Total lease expense $ 49,926 $ 46,544 $ 96,770 $ 93,088 |
Schedule of weighted-average remaining lease term and discount rate | Weighted-average remaining lease term 0.17 years Weighted-average discount rate 10 % |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | March 31, September 30, 2023 2022 Accounts payable $ 6,883,215 $ 7,453,801 Performance bonuses 1,889,315 2,970,000 Professional fees 390,058 505,169 Interest payable 355,737 348,150 Marketing 339,895 344,309 Insurance liabilities 83,744 602,970 Commissions 54,995 425,321 Other accrued liabilities 299,295 424,954 Accrued liabilities 3,413,038 5,620,873 Accrued royalties and revenue share 3,184,604 4,559,088 Total accounts payable and accrued expenses $ 13,480,857 $ 17,633,762 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Debt Instruments [Abstract] | |
Schedule of classifications of non-revolving line of credit | Lines of Credit as of March 31, 2023: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party lines of credit: Current Long Term Balance Cash Maturity Date issued $4,022,986 non-revolving line of credit, amended December 12, 2022 (1) $ — $ 3,088,753 $ 4,022,986 12% 4/25/2024 383,141 Total related party lines of credit, net $ — $ 3,088,753 $ 4,022,986 Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 (2) $ 1,809,594 $ — $ 2,200,000 12% 11/13/2023 314,286 $6,000,000 revolving line of credit, July 29, 2022 — 4,185,069 5,304,209 Greater of 4% or Prime 7/29/2024 — Total lines of credit, net $ 1,809,594 $ 4,185,069 $ 7,504,209 Lines of Credit as of September 30, 2022: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party lines of credit: Current Long Term Balance Cash Maturity Date issued $4,022,986 non-revolving line of credit, April 25, 2022 (1) $ — $ 2,575,753 $ 4,022,986 12% 10/25/2023 383,141 Total related party lines of credit, net $ — $ 2,575,753 $ 4,022,986 Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 (2) $ — $ 1,494,469 $ 2,200,000 12% 11/13/2023 314,286 $6,000,000 revolving line of credit, July 29, 2022 — 3,030,516 4,543,560 Greater of 4% or Prime 7/29/2024 — Total lines of credit, net $ — $ 4,524,985 $ 6,743,560 |
Schedule of maturity analysis under total convertible debentures | Three months ended March 31, Six months ended March 31, 2023 2022 2023 2022 Interest expense $ 332,516 $ 139,439 $ 672,895 $ 285,309 Amortization of debt discounts 582,994 356,030 1,244,329 713,197 Total $ 915,510 $ 495,469 $ 1,917,224 $ 998,506 Maturity analysis under the line of credit agreements for the fiscal years ended September 30, 2023 $ — 2024 11,527,195 2025 — 2026 — 2027 — Lines of credit, related and non-related party 11,527,195 Less: Debt discount on lines of credit payable (2,443,779) Total Lines of credit payable, related and non-related party, net $ 9,083,416 |
STOCK OPTIONS, RESTRICTED STO_2
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Schedule of stock option activity | The following table summarizes the stock option activity for the six months ended March 31, 2023: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding at September 30, 2022 8,174,563 $ 3.78 7.80 $ 9,188,491 Grants 462,431 6.23 9.77 — Exercised — — — — Expired — — — — Forfeited (31,180) 7.27 — — Outstanding at March 31, 2023 8,605,814 $ 3.90 7.66 $ 17,694,289 Exercisable at March 31, 2023 6,502,586 $ 3.50 7.30 $ 15,471,627 |
Schedule of related to stock options | The following table presents information related to stock options as of March 31, 2023: Options outstanding Weighted Options average exercisable Exercise Number of remaining life number of price options in years options $ 2.58 382,790 3.42 382,790 1.98 1,472,892 5.59 1,472,891 2.67 833,333 7.21 795,333 3.30 2,617,650 7.62 1,986,084 1.71 100,000 7.92 99,999 8.52 83,333 8.08 83,333 8.25 200,000 8.10 122,222 7.05 16,667 8.31 9,258 7.20 16,667 8.33 9,258 7.50 16,667 8.34 16,666 6.90 278,727 8.52 184,982 7.05 25,000 8.58 8,854 8.25 116,667 9.07 — 7.74 45,000 9.13 — 7.05 8,333 9.29 — 7.86 6,667 9.42 — 4.95 1,922,990 9.49 1,225,143 6.23 462,431 9.77 105,773 8,605,814 6,502,586 |
Summary of the RSU activity | The following table summarizes the RSU activity for the six months ended March 31, 2023: Weighted Weighted Average Average Remaining Aggregate RSUs Fair Value Contractual Term Intrinsic Value Outstanding at September 30, 2022 890,000 $ 5.00 3.29 $ 5,117,500 Grants 212,004 6.23 2.75 1,219,023 Exercised — — — — Expired — — — — Forfeited — — — — Outstanding at March 31, 2023 1,102,004 $ 5.24 — $ 6,336,523 Exercisable at March 31, 2023 — $ — — $ — |
Summary of information related to RSUs | The following table presents information related to RSUs as of March 31, 2023: RSUs outstanding Weighted Average Grant Date Number of Remaining Number of Fair Value RSUs Life in Years RSUs Vested $ 5.00 890,000 3.48 — $ 6.23 130,464 3.76 — $ 6.23 81,540 0.50 — 1,102,004 — |
Schedule of warrants outstanding and related prices | The following table summarizes the changes in warrants outstanding and the related prices for the shares of our common stock: Warrants outstanding Warrants exercisable Weighted Weighted average average remaining Weighted remaining contractual average contractual Number life exercise Number life Exercise prices outstanding (years) price exercisable (years) $ 2.58 100,000 6.53 2.58 100,000 6.53 2.57 666,666 3.69 2.57 666,666 3.69 2.25 888,888 6.95 2.25 888,888 6.95 8.25 107,952 1.67 8.25 107,952 1.67 8.40 16,666 6.07 8.40 16,666 6.07 8.25 2,191,149 1.50 8.25 2,191,149 1.50 7.05 62,438 3.96 7.05 54,925 3.96 5.25 383,141 2.07 5.25 383,141 2.07 5.25 209,522 2.12 5.25 209,522 2.12 9.00 66,666 2.13 9.00 66,666 2.13 7.95 100,000 2.21 7.95 16,667 2.21 5.25 296,329 2.33 5.25 296,329 2.33 6.00 192,000 4.49 6.00 192,000 4.49 6.00 18,616 4.50 6.00 18,616 4.50 |
Schedule of warrant activity | The following table summarizes the warrant activity for the six months ended March 31, 2023: Weighted average exercise Number of price per shares share Outstanding at September 30, 2022 5,300,033 $ 5.82 Issued — — Exercised — — Expired — — Outstanding at March 31, 2023 5,300,033 $ 5.82 |
BUSINESS (Details)
BUSINESS (Details) | Mar. 31, 2023 item |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Quarterly active units | 32,734 |
Total screen launched | 24,000 |
BUSINESS - Offerings (Details)
BUSINESS - Offerings (Details) - USD ($) | 6 Months Ended | ||||
May 12, 2023 | Mar. 31, 2022 | May 10, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Proceeds from issuance of common stock | $ 1,250,000 | ||||
Non revolving line of credit | |||||
Aggregate loans | $ 4,000,000 | ||||
Sales Agreement | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Sales Agreement | Maximum | |||||
Proceeds from issuance of common stock | $ 50,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 USD ($) customer | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) customer segment | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Number of reportable segments | segment | 1 | ||||
Number of operating segments | segment | 1 | ||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
FDIC insurance Limit | 4,400,763 | 4,400,763 | 13,821,914 | ||
Allowance for doubtful accounts | 778,370 | 778,370 | 646,013 | ||
Intangible assets, net | 534,111 | 534,111 | $ 590,333 | ||
Threshold amount for capitalization of Property and equipment | 3,000 | 3,000 | |||
Advertising costs | 5,835,275 | $ 2,435,811 | |||
Revenue | 5,393,231 | $ 4,879,839 | 20,219,062 | 7,875,873 | |
Advertising revenue | |||||
Revenue | 4,648,390 | 3,499,791 | 18,607,895 | 4,936,878 | |
Legacy and other revenue | |||||
Revenue | $ 744,841 | $ 1,380,048 | $ 1,611,167 | $ 2,938,995 | |
Sales Revenue | Customer Concentration Risk | |||||
Number of major customers | customer | 2 | 2 | |||
Sales Revenue | Customer Concentration Risk | Customer One | |||||
Concentration risk, percentage | 17% | ||||
Sales Revenue | Customer Concentration Risk | Customer Two | |||||
Concentration risk, percentage | 15% | ||||
Sales Revenue | Revenue from Rights Concentration Risk | Direct and Programmatic Advertising including Sponsorships [Member] | |||||
Concentration risk, percentage | 86% | 92% | |||
Sales Revenue | Revenue from Rights Concentration Risk | Legacy and other business revenue | |||||
Concentration risk, percentage | 14% | 8% | |||
Accounts Receivable. | Customer Concentration Risk | |||||
Number of major customers | customer | 3 | 3 | |||
Accounts Receivable. | Customer Concentration Risk | Three Customer | |||||
Concentration risk, percentage | 45% | ||||
Accounts Receivable. | Customer Concentration Risk | Customer One | |||||
Concentration risk, percentage | 20% | ||||
Accounts Receivable. | Customer Concentration Risk | Customer Two | |||||
Concentration risk, percentage | 15% | ||||
Accounts Receivable. | Customer Concentration Risk | Customer Three | |||||
Concentration risk, percentage | 10% | ||||
Minimum | |||||
Useful life | 2 years | ||||
Minimum | Sales Revenue | Customer Concentration Risk | |||||
Concentration risk, percentage | 10% | ||||
Maximum | |||||
Useful life | 9 years | ||||
Maximum | Sales Revenue | Customer Concentration Risk | |||||
Number of major customers | customer | 0 | 0 | |||
Concentration risk, percentage | 10% | ||||
Maximum | Accounts Receivable. | Customer Concentration Risk | |||||
Number of major customers | customer | 0 | 0 | |||
Concentration risk, percentage | 10% | ||||
Loop players | |||||
Property and equipment, estimated useful lives | 3 years | ||||
Equipment | Minimum | |||||
Property and equipment, estimated useful lives | 3 years | ||||
Equipment | Maximum | |||||
Property and equipment, estimated useful lives | 5 years | ||||
Software | |||||
Property and equipment, estimated useful lives | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurement - Fair Value Measurements (Details) | Mar. 31, 2023 USD ($) |
Financial Liabilities Fair Value Disclosure [Abstract] | |
Derivative liabilities | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurement - Changes in Fair Value Measurements (Details) | 6 Months Ended |
Mar. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 1,058,633 |
Change in fair value | (146,313) |
Ending Balance | $ 912,320 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net loss per share (Details) - shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Sep. 30, 2022 | |
Total common stock equivalents | 15,007,851 | 14,364,616 |
Options to purchase common stock | ||
Total common stock equivalents | 8,605,814 | 8,174,583 |
Warrants to purchase common stock | ||
Total common stock equivalents | 5,300,033 | 5,300,033 |
Restricted Stock Units (RSUs) | ||
Total common stock equivalents | 1,102,004 | 890,000 |
CONTENT ASSETS (Details)
CONTENT ASSETS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
License content asset - current | $ 2,700,232 | $ 2,700,232 | $ 745,633 | ||
License content asset - non current | 1,111,580 | 1,111,580 | 678,659 | ||
License content liability | 1,335,571 | 1,335,571 | |||
License content liability - current | 1,282,655 | 1,282,655 | $ 1,092,819 | ||
License content liability - non current | 52,916 | 52,916 | |||
Payments for license content liabilities | 3,483,019 | ||||
Amortization expense | 630,543 | $ 346,158 | 1,312,710 | $ 657,213 | |
Remaining in Fiscal Year 2023 | 1,483,653 | 1,483,653 | |||
Fiscal Year 2024 | 2,141,767 | 2,141,767 | |||
Fiscal Year 2025 | 175,166 | 175,166 | |||
Amortization Expense Total | 11,226 | 11,226 | |||
Payable in 2023 | 1,282,655 | $ 1,282,655 | |||
Minimum | |||||
Useful life | 2 years | ||||
Maximum | |||||
Useful life | 9 years | ||||
Licensed Content Assets | |||||
Amortization expense | 615,165 | $ 346,158 | $ 1,284,843 | $ 657,213 | |
Remaining in Fiscal Year 2023 | 1,447,223 | 1,447,223 | |||
Fiscal Year 2024 | 2,068,907 | 2,068,907 | |||
Fiscal Year 2025 | 115,726 | 115,726 | |||
Fiscal Year 2026 | 2,664 | $ 2,664 | |||
Licensed Content Assets | Minimum | |||||
Useful life | 2 years | ||||
Licensed Content Assets | Maximum | |||||
Useful life | 3 years | ||||
Internally Developed Content Assets | |||||
License content asset | 177,292 | $ 177,292 | |||
Amortization expense | 15,378 | 27,867 | |||
Remaining in Fiscal Year 2023 | 36,430 | 36,430 | |||
Fiscal Year 2024 | 72,860 | 72,860 | |||
Fiscal Year 2025 | 59,440 | 59,440 | |||
Fiscal Year 2026 | $ 8,562 | $ 8,562 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Total property and equipment, gross | $ 3,801,264 | $ 2,366,801 |
Less: accumulated depreciation | (1,100,134) | (733,632) |
Total property and equipment, net | 2,701,130 | 1,633,169 |
Loop players | ||
Total property and equipment, gross | 2,145,929 | 1,259,402 |
Equipment | ||
Total property and equipment, gross | 1,066,782 | 703,341 |
Software | ||
Total property and equipment, gross | $ 588,553 | $ 404,058 |
PROPERTY AND EQUIPMENT - Deprec
PROPERTY AND EQUIPMENT - Depreciation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT | ||||
Depreciation expense | $ 206,897 | $ 4,288 | $ 366,502 | $ 8,580 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | |
Total intangible assets, gross | $ 1,210,000 | $ 1,210,000 |
Less: accumulated amortization | (675,889) | (619,667) |
Total | (675,889) | (619,667) |
Total intangible assets, net | $ 534,111 | 590,333 |
Useful life | 4 years 9 months 18 days | |
Customer relationships | ||
Total intangible assets, gross | $ 1,012,000 | 1,012,000 |
Useful life | 9 years | |
Content library | ||
Total intangible assets, gross | $ 198,000 | $ 198,000 |
Useful life | 2 years |
INTANGIBLE ASSETS - Amortizatio
INTANGIBLE ASSETS - Amortization expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Useful life | 4 years 9 months 18 days | ||||
Amortization expense | $ 28,111 | $ 28,111 | $ 56,222 | $ 56,222 | |
Intangible Assets, Net (Excluding Goodwill) | 534,111 | 534,111 | $ 590,333 | ||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 56,222 | 56,222 | |||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Two | 112,444 | 112,444 | |||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Three | 112,444 | 112,444 | |||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Four | 112,444 | 112,444 | |||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Five | 112,444 | 112,444 | |||
Finite-Lived Intangible Assets, Amortization Expense, Rolling after Year Five | $ 28,113 | $ 28,113 |
OPERATING LEASES - Short and lo
OPERATING LEASES - Short and long term leases (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Leases [Abstract] | ||
Short term portion | $ 18,483 | $ 75,529 |
Total lease liability | $ 18,483 | $ 75,529 |
OPERATING LEASES - Maturity ana
OPERATING LEASES - Maturity analysis (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2023 | $ 20,331 | |
Total undiscounted cash flows | 20,331 | |
Less: 10% Present value discount | (1,848) | |
Lease liability | $ 18,483 | $ 75,529 |
OPERATING LEASES - Lease expens
OPERATING LEASES - Lease expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Leases. | ||||
Operating lease expense | $ 17,495 | $ 44,444 | $ 61,939 | $ 88,888 |
Short-term lease expense | 32,431 | 2,100 | 34,831 | 4,200 |
Total lease expense | $ 49,926 | $ 46,544 | $ 96,770 | $ 93,088 |
OPERATING LEASES - Weighted-ave
OPERATING LEASES - Weighted-average lease term (Details) | Mar. 31, 2023 |
Lease Detail 3 [Abstract] | |
Weighted-average remaining lease term | 2 months 1 day |
Weighted-average discount rate | 10% |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lease Detail Narrative [Abstract] | ||
Cash payments against lease liabilities | $ 59,138 | $ 45,238 |
Accretion on lease liability | $ 2,428 | $ 5,889 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Accounts Payable And Accrued Expenses. | ||
Accounts payable | $ 6,883,215 | $ 7,453,801 |
Performance bonuses | 1,889,315 | 2,970,000 |
Professional fees | 390,058 | 505,169 |
Interest payable | 355,737 | 348,150 |
Marketing | 339,895 | 344,309 |
Insurance liabilities | 83,744 | 602,970 |
Commissions | 54,995 | 425,321 |
Other accrued liabilities | 299,295 | 424,954 |
Accrued liabilities | 3,413,038 | 5,620,873 |
Accrued royalties and revenue share | 3,184,604 | 4,559,088 |
Total accounts payable and accrued expenses | $ 13,480,857 | $ 17,633,762 |
DEBT - Lines of Credit (Details
DEBT - Lines of Credit (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Sep. 30, 2022 | |
Line of Credit Facility [Line Items] | ||
Related party line of credit, net, Long Term | $ 3,088,753 | $ 2,575,753 |
Related party, Unpaid Principal Balance | 4,022,986 | 4,022,986 |
Non-revolving line of credit | 1,809,594 | |
Line of credit, net, Long Term | 4,185,069 | 4,524,985 |
Line of credit, Unpaid Principal Balance | 7,504,209 | |
Warrants issued for severance | 203,443 | |
Non-revolving line of credit | ||
Line of Credit Facility [Line Items] | ||
Non-revolving line of credit | 1,809,594 | |
Line of credit, net, Long Term | 1,494,469 | |
Line of credit, Unpaid Principal Balance | 6,743,560 | |
Non-revolving lines of credit December 12, 2022 | ||
Line of Credit Facility [Line Items] | ||
Related party line of credit, net, Long Term | 3,088,753 | |
Related party, Unpaid Principal Balance | $ 4,022,986 | |
Interest rate | 12% | |
Maturity date | Apr. 25, 2024 | |
Warrants issued for severance | $ 383,141 | |
Secured loan amount | 4,022,986 | |
Non-revolving lines of credit, April 25, 2022 | ||
Line of Credit Facility [Line Items] | ||
Related party line of credit, net, Long Term | 2,575,753 | |
Related party, Unpaid Principal Balance | $ 4,022,986 | |
Interest rate | 12% | |
Maturity date | Oct. 25, 2023 | |
Warrants issued for severance | $ 383,141 | |
Secured loan amount | 4,022,986 | |
Non-revolving lines of credit, May 13, 2022 | ||
Line of Credit Facility [Line Items] | ||
Non-revolving line of credit | 1,809,594 | |
Line of credit, net, Long Term | 1,494,469 | |
Line of credit, Unpaid Principal Balance | $ 2,200,000 | $ 2,200,000 |
Interest rate | 12% | 12% |
Maturity date | Nov. 13, 2023 | Nov. 13, 2023 |
Warrants issued for severance | $ 314,286 | $ 314,286 |
Secured loan amount | 2,200,000 | 2,200,000 |
Revolving line of credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit, net, Long Term | 4,185,069 | 3,030,516 |
Revolving line of credit, July 29, 2022 | ||
Line of Credit Facility [Line Items] | ||
Line of credit, net, Long Term | 4,185,069 | 3,030,516 |
Line of credit, Unpaid Principal Balance | $ 5,304,209 | $ 4,543,560 |
Maturity date | Jul. 29, 2024 | Jul. 29, 2024 |
Secured loan amount | $ 6,000,000 | $ 6,000,000 |
Revolving line of credit, July 29, 2022 | Prime rate | ||
Line of Credit Facility [Line Items] | ||
Loan interest rate | 4% | 4% |
DEBT - Line of Credit - Narrati
DEBT - Line of Credit - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
May 10, 2023 | Dec. 14, 2022 | Sep. 07, 2022 | Jul. 29, 2022 | May 13, 2022 | Apr. 25, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 01, 2022 | Oct. 27, 2022 | Apr. 13, 2022 | Feb. 23, 2022 | |
Line of Credit Facility [Line Items] | |||||||||||||||
Related party, Unpaid Principal Balance | $ 4,022,986 | $ 4,022,986 | $ 4,022,986 | ||||||||||||
Number of aggregate warrants | 191,570 | ||||||||||||||
Exercise price (in dollars per share) | $ 5.82 | $ 5.82 | $ 5.82 | ||||||||||||
Long-term Debt | $ 9,083,416 | $ 9,083,416 | |||||||||||||
Interest expense | 915,510 | $ 495,469 | 1,917,224 | $ 998,506 | |||||||||||
Prime rate | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Loan interest rate | 4% | ||||||||||||||
Prime rate | Minimum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Loan interest rate | 0% | ||||||||||||||
Non-revolving line of credit | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Allocated fair value of warrants as additional debt discount | $ 2,975,261 | ||||||||||||||
Non-revolving lines of credit, April 25, 2022 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Secured loan amount | $ 4,022,986 | ||||||||||||||
Related party, Unpaid Principal Balance | $ 4,022,986 | ||||||||||||||
Interest rate | 12% | ||||||||||||||
Interest expense | 336,282 | $ 0 | 0 | ||||||||||||
Non-revolving lines of credit, May 13, 2022 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Secured loan amount | $ 2,200,000 | $ 2,200,000 | $ 2,200,000 | ||||||||||||
Interest rate | 12% | 12% | 12% | ||||||||||||
Revolving line of credit | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 5,304,209 | ||||||||||||||
Revolving line of credit, July 29, 2022 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Secured loan amount | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | ||||||||||||
Maximum borrowing capacity | $ 4,000,000 | $ 6,000,000 | |||||||||||||
Line of credit, Accordion feature | $ 10,000,000 | ||||||||||||||
Number of aggregate warrants | 296,329 | ||||||||||||||
Exercise price (in dollars per share) | $ 5.25 | ||||||||||||||
Long-term Debt | 5,350,214 | 5,350,214 | $ 4,587,255 | ||||||||||||
Interest expense | $ 714,740 | 0 | |||||||||||||
Revolving line of credit, July 29, 2022 | Prime rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Loan interest rate | 4% | 4% | |||||||||||||
Excel Family Partners, LLLP | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Secured loan amount | $ 4,022,986 | $ 2,000,000 | $ 1,500,000 | ||||||||||||
Excel Family Partners, LLLP | Non-revolving line of credit | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Secured loan amount | $ 2,000,000 | $ 1,500,000 | |||||||||||||
Excel Family Partners, LLLP | Non-revolving lines of credit, April 25, 2022 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Secured loan amount | $ 4,022,986 | ||||||||||||||
Loan term | 25 months | 24 months | 18 months | ||||||||||||
Interest rate | 12% | ||||||||||||||
Proceeds from loans | $ 2,000,000 | ||||||||||||||
Number of aggregate warrants | 383,141 | ||||||||||||||
Exercise price (in dollars per share) | $ 5.25 | ||||||||||||||
Long-term Debt | 4,232,181 | $ 4,232,181 | $ 4,226,181 | ||||||||||||
Interest expense | 755,719 | 0 | |||||||||||||
Excel Family Partners, LLLP | Revolving line of credit, July 29, 2022 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Number of aggregate warrants | 104,759 | ||||||||||||||
Cash payments | $ 22,000 | ||||||||||||||
Percentage of outstanding principal amount | 1% | ||||||||||||||
Allocated fair value of warrants as additional debt discount | $ 1,347,719 | ||||||||||||||
RAT Investment Holdings, LP | Non-revolving line of credit | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Long-term Debt | $ 2,300,537 | 2,300,537 | $ 2,301,260 | ||||||||||||
Interest expense | $ 446,764 | $ 0 | |||||||||||||
RAT Investment Holdings, LP | Non-revolving lines of credit, May 13, 2022 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Secured loan amount | $ 2,200,000 | ||||||||||||||
Loan term | 18 months | ||||||||||||||
Proceeds from loans | $ 12 | ||||||||||||||
Number of aggregate warrants | 209,522 | ||||||||||||||
Exercise price (in dollars per share) | $ 5.25 | ||||||||||||||
Eagle Investment Group, LLC. | Revolving line of credit, July 29, 2022 | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Number of Warrants for Each Investor | 1 | ||||||||||||||
Number of aggregate warrants | 191,570 |
DEBT - Interest Expenses of Con
DEBT - Interest Expenses of Convertible Debentures (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instruments [Abstract] | ||||
Interest expense | $ 332,516 | $ 139,439 | $ 672,895 | $ 285,309 |
Amortization of debt discounts | 582,994 | 356,030 | 1,244,329 | 713,197 |
Total | $ 915,510 | $ 495,469 | $ 1,917,224 | $ 998,506 |
DEBT - Maturities (Details)
DEBT - Maturities (Details) | Mar. 31, 2023 USD ($) |
Line of Credit Facility [Abstract] | |
2024 | $ 11,527,195 |
Lines of credit, related and non-related party | 11,527,195 |
Less: Debt discount on lines of credit payable | (2,443,779) |
Total Lines of credit payable, related and non-related party, net | $ 9,083,416 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended |
Mar. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingencies | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||||
May 10, 2023 | May 09, 2023 | Dec. 14, 2022 | Jul. 29, 2022 | Apr. 25, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 01, 2022 | Oct. 27, 2022 | Sep. 30, 2022 | Apr. 13, 2022 | Feb. 23, 2022 | |
Number of aggregate warrants | 191,570 | |||||||||||||
Number of warrants issued | 1 | |||||||||||||
Exercise price (in dollars per share) | $ 5.82 | $ 5.82 | $ 5.82 | |||||||||||
Aggregate remaining balances, including accrued interest | $ 9,083,416 | $ 9,083,416 | ||||||||||||
Interest expense | 915,510 | $ 495,469 | 1,917,224 | $ 998,506 | ||||||||||
Non-revolving lines of credit, April 25, 2022 | ||||||||||||||
Secured loan amount | $ 4,022,986 | |||||||||||||
Interest rate | 12% | |||||||||||||
Interest expense | 336,282 | $ 0 | 0 | |||||||||||
Revolving line of credit | ||||||||||||||
Maximum borrowing capacity | $ 5,304,209 | |||||||||||||
Revolving Lines of Credit, July 29, 2022 | ||||||||||||||
Maximum borrowing capacity | $ 4,000,000 | $ 6,000,000 | ||||||||||||
Secured loan amount | 6,000,000 | 6,000,000 | $ 6,000,000 | |||||||||||
Number of aggregate warrants | 296,329 | |||||||||||||
Exercise price (in dollars per share) | $ 5.25 | |||||||||||||
Aggregate remaining balances, including accrued interest | 5,350,214 | 5,350,214 | 4,587,255 | |||||||||||
Interest expense | 714,740 | 0 | ||||||||||||
Subsequent event | Non-revolving lines of credit, April 25, 2022 | ||||||||||||||
Loan term | 25 months | 24 months | ||||||||||||
Eagle Investment Group, LLC | Revolving Lines of Credit, July 29, 2022 | ||||||||||||||
Number of aggregate warrants | 191,570 | |||||||||||||
Number of warrants for each investor | 1 | |||||||||||||
Excel Family Partners, LLLP | ||||||||||||||
Secured loan amount | $ 4,022,986 | $ 2,000,000 | $ 1,500,000 | |||||||||||
Excel Family Partners, LLLP | Non-revolving line of credit | ||||||||||||||
Secured loan amount | $ 2,000,000 | $ 1,500,000 | ||||||||||||
Excel Family Partners, LLLP | Non-revolving lines of credit, April 25, 2022 | ||||||||||||||
Secured loan amount | $ 4,022,986 | |||||||||||||
Interest rate | 12% | |||||||||||||
Loan term | 25 months | 24 months | 18 months | |||||||||||
Proceeds from loans | $ 2,000,000 | |||||||||||||
Number of aggregate warrants | 383,141 | |||||||||||||
Exercise price (in dollars per share) | $ 5.25 | |||||||||||||
Aggregate remaining balances, including accrued interest | $ 4,232,181 | 4,232,181 | $ 4,226,181 | |||||||||||
Interest expense | 755,719 | 0 | ||||||||||||
Excel Family Partners, LLLP | Revolving Lines of Credit, July 29, 2022 | ||||||||||||||
Number of aggregate warrants | 104,759 | |||||||||||||
Excel Family Partners, LLLP | Subsequent event | ||||||||||||||
Exercise price (in dollars per share) | $ 2.65 | |||||||||||||
Five Hundred Limited | ||||||||||||||
Amount paid for programming services | $ 219,400 | $ 206,400 |
STOCKHOLDERS EQUITY DEFICIT (De
STOCKHOLDERS EQUITY DEFICIT (Details) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 USD ($) shares | Sep. 30, 2022 $ / shares shares | Mar. 31, 2023 $ / shares shares | |
Reverse stock split | 3 | ||
Common stock, shares authorized | 105,555,556 | 105,555,556 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issues | 12,378 | 56,381,209 | 56,381,209 |
Common stock, shares outstanding | 56,381,209 | 56,381,209 | |
Number of shares issued, value | $ | $ 88,500 | ||
Common Stock | |||
Common stock, shares authorized | 105,555,556 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||
Common stock, shares issues | 51,169,092 | 56,381,209 | |
Common stock, shares outstanding | 51,169,092 | 56,381,209 | |
Preferred Stock | |||
Preferred stock, shares authorized | 3,333,334 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Board member | |||
Common stock, shares issues | 9,861 | ||
Number of shares issued, value | $ | $ 70,500 |
STOCK OPTIONS, RESTRICTED STO_3
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Stock option activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at the beginning | 8,174,563 | |
Grants | 462,431 | |
Forfeited | (31,180) | |
Outstanding at the end | 8,605,814 | 8,174,563 |
Exercisable | 6,502,586 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding at the beginning | $ 3.78 | |
Grants | 6.23 | |
Forfeited | 7.27 | |
Outstanding at the end | 3.90 | $ 3.78 |
Exercisable | $ 3.50 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term, outstanding | 7 years 7 months 28 days | 7 years 9 months 18 days |
Weighted average remaining contractual term, grants | 9 years 9 months 7 days | |
Exercisable | 7 years 3 months 18 days | |
Outstanding at the beginning | $ 9,188,491 | |
Outstanding at the end | 17,694,289 | $ 9,188,491 |
Exercisable at the end | $ 15,471,627 |
STOCK OPTIONS, RESTRICTED STO_4
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Stock options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Sep. 30, 2022 | |
Exercise price | $ 3.90 | $ 3.78 |
Number of options | 8,605,814 | 8,174,563 |
Weighted average remaining life in years remaining life in years | 7 years 7 months 28 days | 7 years 9 months 18 days |
Options exercisable number of options | 6,502,586 | |
Stock Options Exercise price 2.58 | ||
Exercise price | $ 2.58 | |
Number of options | 382,790 | |
Weighted average remaining life in years remaining life in years | 3 years 5 months 1 day | |
Options exercisable number of options | 382,790 | |
Stock Options Exercise price 1.98 | ||
Exercise price | $ 1.98 | |
Number of options | 1,472,892 | |
Weighted average remaining life in years remaining life in years | 5 years 7 months 2 days | |
Options exercisable number of options | 1,472,891 | |
Stock Options Exercise price 2.67 | ||
Exercise price | $ 2.67 | |
Number of options | 833,333 | |
Weighted average remaining life in years remaining life in years | 7 years 2 months 15 days | |
Options exercisable number of options | 795,333 | |
Stock Options Exercise price 3.30 | ||
Exercise price | $ 3.30 | |
Number of options | 2,617,650 | |
Weighted average remaining life in years remaining life in years | 7 years 7 months 13 days | |
Options exercisable number of options | 1,986,084 | |
Stock Options Exercise price 1.71 | ||
Exercise price | $ 1.71 | |
Number of options | 100,000 | |
Weighted average remaining life in years remaining life in years | 7 years 11 months 1 day | |
Options exercisable number of options | 99,999 | |
Stock Options Exercise price 8.52 | ||
Exercise price | $ 8.52 | |
Number of options | 83,333 | |
Weighted average remaining life in years remaining life in years | 8 years 29 days | |
Options exercisable number of options | 83,333 | |
Stock Options Exercise price 8.25 | ||
Exercise price | $ 8.25 | |
Number of options | 200,000 | |
Weighted average remaining life in years remaining life in years | 8 years 1 month 6 days | |
Options exercisable number of options | 122,222 | |
Stock Options Exercise Price 7.05 | ||
Exercise price | $ 7.05 | |
Number of options | 16,667 | |
Weighted average remaining life in years remaining life in years | 8 years 3 months 21 days | |
Options exercisable number of options | 9,258 | |
Stock Options Exercise price 7.20 | ||
Exercise price | $ 7.20 | |
Number of options | 16,667 | |
Weighted average remaining life in years remaining life in years | 8 years 3 months 29 days | |
Options exercisable number of options | 9,258 | |
Stock Options Exercise price 7.50 | ||
Exercise price | $ 7.50 | |
Number of options | 16,667 | |
Weighted average remaining life in years remaining life in years | 8 years 4 months 2 days | |
Options exercisable number of options | 16,666 | |
Stock Options Exercise price 6.90 | ||
Exercise price | $ 6.90 | |
Number of options | 278,727 | |
Weighted average remaining life in years remaining life in years | 8 years 6 months 7 days | |
Options exercisable number of options | 184,982 | |
Stock Options Exercise price 7.05 | ||
Exercise price | $ 7.05 | |
Number of options | 25,000 | |
Weighted average remaining life in years remaining life in years | 8 years 6 months 29 days | |
Options exercisable number of options | 8,854 | |
Stock Options exercise price 8.25 | ||
Exercise price | $ 8.25 | |
Number of options | 116,667 | |
Weighted average remaining life in years remaining life in years | 9 years 25 days | |
Stock Options Exercise price 7.74 | ||
Exercise price | $ 7.74 | |
Number of options | 45,000 | |
Weighted average remaining life in years remaining life in years | 9 years 1 month 17 days | |
Stock Options exercise price 7.05 | ||
Exercise price | $ 7.05 | |
Number of options | 8,333 | |
Weighted average remaining life in years remaining life in years | 9 years 3 months 14 days | |
Stock Options Exercise price 7.86 | ||
Exercise price | $ 7.86 | |
Number of options | 6,667 | |
Weighted average remaining life in years remaining life in years | 9 years 5 months 1 day | |
Stock Options Exercise price 4.95 | ||
Exercise price | $ 4.95 | |
Number of options | 1,922,990 | |
Weighted average remaining life in years remaining life in years | 9 years 5 months 26 days | |
Options exercisable number of options | 1,225,143 | |
Stock Options Exercise price 6.23 | ||
Exercise price | $ 6.23 | |
Number of options | 462,431 | |
Weighted average remaining life in years remaining life in years | 9 years 9 months 7 days | |
Options exercisable number of options | 105,773 |
STOCK OPTIONS, RESTRICTED STO_5
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Restricted Stock Units (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | |
Weighted Average Remaining Contractual Term | ||||
Grants | 9 years 9 months 7 days | |||
Weighted average remaining contractual term, outstanding | 7 years 7 months 28 days | 7 years 9 months 18 days | ||
Restricted Stock Units | ||||
Restricted Stock Units | ||||
Outstanding beginning of period | 890,000 | |||
Grants | 890,000 | 212,004 | ||
Outstanding end of period | 890,000 | 1,102,004 | 890,000 | |
Weighted Average Fair Value | ||||
Outstanding beginning of period | $ 5 | |||
Grants | 6.23 | |||
Outstanding end of period | $ 5 | $ 5.24 | $ 5 | |
Weighted Average Remaining Contractual Term | ||||
Grants | 2 years 9 months | |||
Weighted average remaining contractual term, outstanding | 3 years 3 months 14 days | |||
Aggregate Intrinsic Value | ||||
Outstanding beginning of period | $ 5,117,500 | |||
Grants | 1,219,023 | |||
Outstanding end of period | $ 5,117,500 | $ 6,336,523 | $ 5,117,500 | |
Total pretax intrinsic value | $ 5.75 | $ 7.50 | ||
Restricted Stock Units | Grant Date Fair Value 5.00 | ||||
Restricted Stock Units | ||||
Outstanding end of period | 890,000 | |||
Weighted Average Fair Value | ||||
Outstanding end of period | $ 5 | |||
Weighted Average Remaining Contractual Term | ||||
Weighted average remaining contractual term, outstanding | 3 years 5 months 23 days | |||
Restricted Stock Units | Grant Date Fair Value 6.23. | ||||
Restricted Stock Units | ||||
Outstanding end of period | 130,464 | |||
Weighted Average Fair Value | ||||
Outstanding end of period | $ 6.23 | |||
Weighted Average Remaining Contractual Term | ||||
Weighted average remaining contractual term, outstanding | 3 years 9 months 3 days | |||
Restricted Stock Units | Grant Date Fair Value 6.23 | ||||
Restricted Stock Units | ||||
Outstanding end of period | 81,540 | |||
Weighted Average Fair Value | ||||
Outstanding end of period | $ 6.23 | |||
Weighted Average Remaining Contractual Term | ||||
Weighted average remaining contractual term, outstanding | 6 months |
STOCK OPTIONS, RESTRICTED STO_6
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Changes in warrants outstanding (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | |
Exercise price (in dollars per share) | $ 5.82 | $ 5.82 |
Number outstanding | $ 5,300,033 | $ 5,300,033 |
Warrant Exercise price 2.58 | ||
Exercise price (in dollars per share) | $ 2.58 | |
Number outstanding | $ 100,000 | |
Weighted average remaining contractual life (years) | 6 years 6 months 10 days | |
Weighted average exercise price | $ 2.58 | |
Number exercisable | 100,000 | |
Weighted average remaining contractual life (years) | 6 years 6 months 10 days | |
Warrant Exercise price 2.57 | ||
Exercise price (in dollars per share) | $ 2.57 | |
Number outstanding | $ 666,666 | |
Weighted average remaining contractual life (years) | 3 years 8 months 8 days | |
Weighted average exercise price | $ 2.57 | |
Number exercisable | 666,666 | |
Weighted average remaining contractual life (years) | 3 years 8 months 8 days | |
Warrant Exercise price 2.25 | ||
Exercise price (in dollars per share) | $ 2.25 | |
Number outstanding | $ 888,888 | |
Weighted average remaining contractual life (years) | 6 years 11 months 12 days | |
Weighted average exercise price | $ 2.25 | |
Number exercisable | 888,888 | |
Weighted average remaining contractual life (years) | 6 years 11 months 12 days | |
Warrant exercise price 8.25 | ||
Exercise price (in dollars per share) | $ 8.25 | |
Number outstanding | $ 107,952 | |
Weighted average remaining contractual life (years) | 1 year 8 months 1 day | |
Weighted average exercise price | $ 8.25 | |
Number exercisable | 107,952 | |
Weighted average remaining contractual life (years) | 1 year 8 months 1 day | |
Warrant Exercise price 8.40 | ||
Exercise price (in dollars per share) | $ 8.40 | |
Number outstanding | $ 16,666 | |
Weighted average remaining contractual life (years) | 6 years 25 days | |
Weighted average exercise price | $ 8.40 | |
Number exercisable | 16,666 | |
Weighted average remaining contractual life (years) | 6 years 25 days | |
Warrant Exercise price 8.25 | ||
Exercise price (in dollars per share) | $ 8.25 | |
Number outstanding | $ 2,191,149 | |
Weighted average remaining contractual life (years) | 1 year 6 months | |
Weighted average exercise price | $ 8.25 | |
Number exercisable | 2,191,149 | |
Weighted average remaining contractual life (years) | 1 year 6 months | |
Warrant Exercise price 7.05 | ||
Exercise price (in dollars per share) | $ 7.05 | |
Number outstanding | $ 62,438 | |
Weighted average remaining contractual life (years) | 3 years 11 months 15 days | |
Weighted average exercise price | $ 7.05 | |
Number exercisable | 54,925 | |
Weighted average remaining contractual life (years) | 3 years 11 months 15 days | |
Warrant exercise price 5.25 | ||
Exercise price (in dollars per share) | $ 5.25 | |
Number outstanding | $ 383,141 | |
Weighted average remaining contractual life (years) | 2 years 25 days | |
Weighted average exercise price | $ 5.25 | |
Number exercisable | 383,141 | |
Weighted average remaining contractual life (years) | 2 years 25 days | |
Warrant Exercise price 5.25 | ||
Exercise price (in dollars per share) | $ 5.25 | |
Number outstanding | $ 209,522 | |
Weighted average remaining contractual life (years) | 2 years 1 month 13 days | |
Weighted average exercise price | $ 5.25 | |
Number exercisable | 209,522 | |
Weighted average remaining contractual life (years) | 2 years 1 month 13 days | |
Warrant Exercise price 9.00 | ||
Exercise price (in dollars per share) | $ 9 | |
Number outstanding | $ 66,666 | |
Weighted average remaining contractual life (years) | 2 years 1 month 17 days | |
Weighted average exercise price | $ 9 | |
Number exercisable | 66,666 | |
Weighted average remaining contractual life (years) | 2 years 1 month 17 days | |
Warrant Exercise price 7.95 | ||
Exercise price (in dollars per share) | $ 7.95 | |
Number outstanding | $ 100,000 | |
Weighted average remaining contractual life (years) | 2 years 2 months 15 days | |
Weighted average exercise price | $ 7.95 | |
Number exercisable | 16,667 | |
Weighted average remaining contractual life (years) | 2 years 2 months 15 days | |
Warrant Exercise Price 5.25 | ||
Exercise price (in dollars per share) | $ 5.25 | |
Number outstanding | $ 296,329 | |
Weighted average remaining contractual life (years) | 2 years 3 months 29 days | |
Weighted average exercise price | $ 5.25 | |
Number exercisable | 296,329 | |
Weighted average remaining contractual life (years) | 2 years 3 months 29 days | |
Warrant Exercise price 6.00 | ||
Exercise price (in dollars per share) | $ 6 | |
Number outstanding | $ 192,000 | |
Weighted average remaining contractual life (years) | 4 years 5 months 26 days | |
Weighted average exercise price | $ 6 | |
Number exercisable | 192,000 | |
Weighted average remaining contractual life (years) | 4 years 5 months 26 days | |
Warrant exercise price 6.00 | ||
Exercise price (in dollars per share) | $ 6 | |
Number outstanding | $ 18,616 | |
Weighted average remaining contractual life (years) | 4 years 6 months | |
Weighted average exercise price | $ 6 | |
Number exercisable | 18,616 | |
Weighted average remaining contractual life (years) | 4 years 6 months |
STOCK OPTIONS, RESTRICTED STO_7
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Warrant activity (Details) | Mar. 31, 2023 USD ($) $ / shares |
Number of shares | |
Outstanding at beginning | $ | $ 5,300,033 |
Outstanding at ending | $ | $ 5,300,033 |
Weighted average exercise price per share | |
Outstanding at beginning | $ / shares | $ 5.82 |
Outstanding at ending | $ / shares | $ 5.82 |
STOCK OPTIONS, RESTRICTED STO_8
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Sep. 22, 2022 | Sep. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Value of shares issued | $ 2,475,807 | $ 1,790,807 | $ 1,116,318 | $ 1,549,406 | ||||
Amount of total compensation cost related to nonvested awards not yet recognized | $ 4,977,011 | $ 4,977,011 | ||||||
Weighted average period over which expense is expected to be recognized | 39 months 24 days | |||||||
Stock-based compensation expense | $ 3,298,273 | $ 2,665,724 | ||||||
Number of warrants issued | 0 | |||||||
Warrants issued for severance | $ 203,443 | |||||||
Options | ||||||||
Grants | 462,431 | |||||||
Stock price (in dollars per share) | $ 5.75 | $ 7.50 | $ 5.75 | $ 7.50 | ||||
Amount of total compensation cost related to nonvested awards not yet recognized | $ 8,800,348 | $ 8,800,348 | ||||||
Weighted average period over which expense is expected to be recognized | 24 months 24 days | |||||||
Restricted Stock Units | ||||||||
Vesting rights, percentage | 25% | |||||||
Grants | 890,000 | 212,004 | ||||||
Stock price (in dollars per share) | $ 5 | |||||||
Stock-based compensation expense | $ 764,898 | $ 0 | ||||||
Restricted Stock Units | Tranche One | ||||||||
Vesting period | 1 year | |||||||
Restricted Stock Units | Tranche Two | ||||||||
Vesting period | 3 years | |||||||
Restricted Stock Units | Options | ||||||||
Value of shares issued | $ 1,895,967 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (expense)/benefit | $ 0 | $ (800) | $ (1,230) | $ (1,051) |
U.S. federal statutory rate | 21% | 21% | 21% | 21% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 6 Months Ended | |||||||||||
May 12, 2023 | May 11, 2023 | May 10, 2023 | May 09, 2023 | Dec. 14, 2022 | Apr. 25, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Sep. 30, 2022 | Jul. 29, 2022 | Apr. 13, 2022 | Feb. 23, 2022 | |
Number of aggregate warrants | 191,570 | |||||||||||
Exercise price of warrants | $ 5.82 | $ 5.82 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Proceeds from issuance of common stock | $ 1,250,000 | |||||||||||
Sales Agreement | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||||
Maximum | Sales Agreement | ||||||||||||
Proceeds from issuance of common stock | $ 50,000,000 | |||||||||||
2023 Secured Loan | ||||||||||||
Loan term | 24 months | |||||||||||
Non-revolving lines of credit, April 25, 2022 | ||||||||||||
Interest rate | 12% | |||||||||||
Secured loan amount | $ 4,022,986 | |||||||||||
Excel Family Partners, LLLP | ||||||||||||
Secured loan amount | $ 4,022,986 | $ 2,000,000 | $ 1,500,000 | |||||||||
Excel Family Partners, LLLP | Non-revolving line of credit | ||||||||||||
Secured loan amount | $ 2,000,000 | $ 1,500,000 | ||||||||||
Excel Family Partners, LLLP | Non-revolving lines of credit, April 25, 2022 | ||||||||||||
Loan term | 25 months | 24 months | 18 months | |||||||||
Interest rate | 12% | |||||||||||
Number of aggregate warrants | 383,141 | |||||||||||
Exercise price of warrants | $ 5.25 | |||||||||||
Secured loan amount | $ 4,022,986 | |||||||||||
Subsequent event | ATM | ||||||||||||
Proceeds from issuance of common stock | $ 50,000,000 | |||||||||||
Subsequent event | Sales Agreement | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||||
Proceeds from issuance of common stock | $ 50,000,000 | |||||||||||
Subsequent event | 2023 Secured Loan | ||||||||||||
Aggregate loans | $ 4,000,000 | |||||||||||
Interest rate | 12% | |||||||||||
Number of aggregate warrants | 369,517 | |||||||||||
Exercise price of warrants | $ 4.33 | |||||||||||
Subsequent event | Non-revolving lines of credit, April 25, 2022 | ||||||||||||
Loan term | 25 months | 24 months | ||||||||||
Subsequent event | Excel Family Partners, LLLP | ||||||||||||
Exercise price of warrants | $ 2.65 | |||||||||||
Number of warrants issued in connection with credit facility | 244,804 |