Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 05, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | theMaven, Inc. | |
Entity Central Index Key | 0000894871 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 230,287,723 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 7,536,767 | $ 8,852,281 |
Restricted cash | 1,000,809 | 620,809 |
Accounts receivable, net | 15,864,202 | 16,233,955 |
Subscription acquisition costs | 6,269,758 | 3,142,580 |
Royalty fees, current portion | 15,000,000 | 15,000,000 |
Prepayments and other current assets | 4,933,792 | 4,310,735 |
Total current assets | 50,605,328 | 48,160,360 |
Property and equipment, net | 1,337,095 | 661,277 |
Operating lease right-of-use assets | 20,195,115 | 3,980,649 |
Platform development, net | 6,195,873 | 5,892,719 |
Royalty fees, net of current portion | 22,500,000 | 26,250,000 |
Subscription acquisition costs, net of current portion | 3,394,768 | 3,417,478 |
Acquired and other intangible assets, net | 87,289,182 | 91,404,144 |
Other long-term assets | 1,450,768 | 1,085,287 |
Goodwill | 16,139,377 | 16,139,377 |
Total assets | 209,107,506 | 196,991,291 |
Current liabilities: | ||
Accounts payable | 12,181,232 | 9,580,186 |
Accrued expenses and other | 12,753,010 | 16,483,201 |
Line of credit | 5,415,914 | |
Unearned revenue | 49,247,892 | 32,163,087 |
Subscription refund liability | 3,047,931 | 3,144,172 |
Operating lease liabilities | 1,995,880 | 2,203,474 |
Liquidated damages payable | 8,626,569 | 8,080,514 |
Convertible debt | 805,590 | 741,197 |
Warrant derivative liabilities | 1,504,981 | 1,644,200 |
Embedded derivative liabilities | 11,880,000 | 13,501,000 |
Total current liabilities | 107,458,999 | 87,541,031 |
Unearned revenue, net of current portion | 15,519,135 | 31,179,211 |
Operating lease liabilities, net of current portion | 19,437,035 | 2,616,132 |
Other long-term liability | 242,310 | 242,310 |
Officer promissory notes | 321,091 | 319,351 |
Convertible debt, net of current portion | 13,888,853 | 12,497,765 |
Long-term debt | 52,170,270 | 44,009,745 |
Total liabilities | 209,037,693 | 178,405,545 |
Commitments and contingencies (Note 12) | ||
Mezzanine equity: | ||
Total mezzanine equity | 55,653,730 | 55,653,730 |
Stockholders' deficiency: | ||
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 37,474,736 and 37,119,117 shares at March 31, 2020 and December 31, 2019, respectively | 374,746 | 371,190 |
Common stock to be issued | 39,383 | 39,383 |
Additional paid-in capital | 39,819,901 | 35,562,766 |
Accumulated deficit | (95,817,947) | (73,041,323) |
Total stockholders' deficiency | (55,583,917) | (37,067,984) |
Total liabilities, mezzanine equity and stockholders' deficiency | 209,107,506 | 196,991,291 |
Series G Redeemable and Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 168,496 | 168,496 |
Series H Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 18,045,496 | 18,045,496 |
Series I Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 19,699,742 | 19,699,742 |
Series J Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | $ 17,739,996 | $ 17,739,996 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 37,474,736 | 37,119,117 |
Common stock, shares outstanding | 37,474,736 | 37,119,117 |
Series G Redeemable and Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 1,800 | 1,800 |
Temporary equity, liquidation preference value | $ 168,496 | $ 168,496 |
Temporary equity, shares issued | 168,496 | 168,496 |
Temporary equity, shares outstanding | 168,496 | 168,496 |
Temporary equity, common shares issuable upon conversion | $ 188,791 | $ 188,791 |
Series H Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 23,000 | 23,000 |
Temporary equity, liquidation preference value | $ 19,399,250 | $ 19,399,250 |
Temporary equity, shares issued | 19,400 | 19,400 |
Temporary equity, shares outstanding | 19,400 | 19,400 |
Temporary equity, common shares issuable upon conversion | $ 58,787,879 | $ 58,787,879 |
Series I Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 25,800 | 25,800 |
Temporary equity, liquidation preference value | $ 23,100,000 | $ 23,100,000 |
Temporary equity, shares issued | 23,100 | 23,100 |
Temporary equity, shares outstanding | 23,100 | 23,100 |
Temporary equity, common shares issuable upon conversion | $ 46,200,000 | $ 46,200,000 |
Series J Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 35,000 | 35,000 |
Temporary equity, liquidation preference value | $ 20,000,000 | $ 20,000,000 |
Temporary equity, shares issued | 20,000 | 20,000 |
Temporary equity, shares outstanding | 20,000 | 20,000 |
Temporary equity, common shares issuable upon conversion | $ 28,571,428 | $ 28,571,428 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 30,412,853 | $ 6,273,963 |
Cost of revenue (includes amortization of developed technology and platform development for 2020 and 2019 of $2,040,129 and $1,324,970, respectively) | 26,738,833 | 5,652,565 |
Gross profit | 3,674,020 | 621,398 |
Operating expenses | ||
Selling and marketing | 9,359,938 | 1,149,292 |
General and administrative | 10,410,205 | 4,225,253 |
Depreciation and amortization | 4,096,680 | 108,340 |
Total operating expenses | 23,866,823 | 5,482,885 |
Loss from operations | (20,192,803) | (4,861,487) |
Other (expense) income | ||
Change in valuation of warrant derivative liabilities | 139,219 | (375,695) |
Change in valuation of embedded derivative liabilities | 1,621,000 | (2,383,000) |
Interest expense | (3,799,728) | (1,301,208) |
Interest income | 1,743 | 3,171 |
Liquidated damages | (546,055) | (16,887) |
Other | 126 | |
Total other expense | (2,583,821) | (4,073,493) |
Loss before income taxes | (22,776,624) | (8,934,980) |
Income taxes | ||
Net loss | $ (22,776,624) | $ (8,934,980) |
Basic and diluted net loss per common share | $ (0.59) | $ (0.26) |
Weighted average number of common shares outstanding - basic and diluted | 38,643,277 | 34,837,518 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Amortization cost of developed technology and platform development | $ 2,040,129 | $ 1,324,970 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Common Stock [Member] | ||
Balance | $ 371,190 | $ 357,685 |
Balance, shares | 37,119,117 | 35,768,619 |
Cashless exercise of common stock options | $ 154 | |
Cashless exercise of common stock options, shares | 15,341 | |
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | ||
Issuance of restricted stock awards to the board of directors | $ 5,625 | $ 8,333 |
Issuance of restricted stock awards to the board of directors, shares | 562,500 | 833,333 |
Forfeiture of restricted stock | $ (1,200) | |
Forfeiture of restricted stock, shares | (120,000) | |
Issuance of common stock in connection with the merger of Say Media | $ 11,889 | |
Issuance of common stock in connection with the merger of Say Media, shares | 1,188,880 | |
Common stock withheld for taxes | $ (2,069) | |
Common stock withheld for taxes, shares | (206,881) | |
Stock-based compensation | ||
Net loss | ||
Balance | $ 374,746 | $ 376,861 |
Balance, shares | 37,474,736 | 37,686,173 |
Common Stock to be Issued [Member] | ||
Balance | $ 39,383 | $ 51,272 |
Balance, shares | 3,938,287 | 5,127,167 |
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | ||
Issuance of restricted stock awards to the board of directors | ||
Forfeiture of restricted stock | ||
Forfeiture of restricted stock, shares | ||
Issuance of common stock in connection with the merger of Say Media | $ (11,889) | |
Issuance of common stock in connection with the merger of Say Media, shares | (1,188,880) | |
Common stock withheld for taxes | ||
Stock-based compensation | ||
Net loss | ||
Balance | $ 39,383 | $ 39,383 |
Balance, shares | 3,938,287 | 3,938,287 |
Additional Paid-in Capital [Member] | ||
Balance | $ 35,562,766 | $ 23,413,077 |
Cashless exercise of common stock options | (154) | |
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | 500,000 | |
Issuance of restricted stock awards to the board of directors | (5,625) | (8,333) |
Forfeiture of restricted stock | 1,200 | |
Issuance of common stock in connection with the merger of Say Media | ||
Common stock withheld for taxes | (167,412) | |
Stock-based compensation | 3,930,172 | 1,487,575 |
Net loss | ||
Balance | 39,819,901 | 24,893,365 |
Accumulated Deficit [Member] | ||
Balance | (73,041,323) | (34,539,954) |
Cashless exercise of common stock options | ||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | ||
Issuance of restricted stock awards to the board of directors | ||
Forfeiture of restricted stock | ||
Issuance of common stock in connection with the merger of Say Media | ||
Common stock withheld for taxes | ||
Stock-based compensation | ||
Net loss | (22,776,624) | (8,934,980) |
Balance | (95,817,947) | (43,474,934) |
Balance | (37,067,984) | (10,717,920) |
Cashless exercise of common stock options | ||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | 500,000 | |
Issuance of restricted stock awards to the board of directors | ||
Forfeiture of restricted stock | ||
Issuance of common stock in connection with the merger of Say Media | ||
Common stock withheld for taxes | (169,481) | |
Stock-based compensation | 3,930,172 | 1,487,575 |
Net loss | (22,776,624) | (8,934,980) |
Balance | $ (55,583,917) | $ (18,165,325) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (22,776,624) | $ (8,934,980) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation of property and equipment | 183,261 | 10,940 | |
Amortization of platform development and intangible assets | 5,953,548 | 1,422,370 | |
Amortization of debt discounts | 1,570,853 | 686,044 | |
Change in valuation of warrant derivative liabilities | (139,219) | 375,695 | |
Change in valuation of embedded derivative liabilities | (1,621,000) | 2,383,000 | |
Accrued interest | 2,046,893 | 405,186 | |
Liquidated damages | 546,055 | 16,887 | |
Stock-based compensation | 3,560,120 | 1,319,627 | |
Other | (213,982) | (29,911) | |
Change in operating assets and liabilities net of effect of business combination: | |||
Accounts receivable | 621,643 | 9,573,255 | |
Factor receivables | (6,130,674) | ||
Subscription acquisition costs | (3,104,468) | ||
Royalty fees | 3,750,000 | ||
Prepayments and other current assets | (623,057) | 15,930 | |
Other long-term assets | (365,481) | (62,608) | |
Accounts payable | 2,547,552 | (2,416,339) | |
Accrued expenses and other | (3,730,191) | 460,775 | |
Unearned revenue | 1,337,842 | (298,178) | |
Subscription refund liability | (96,241) | ||
Operating lease liabilities | 398,843 | 804 | |
Net cash used in operating activities | (10,153,653) | (1,202,177) | |
Cash flows from investing activities | |||
Purchases of property and equipment | (859,079) | (3,616) | |
Capitalized platform development | (853,926) | (434,802) | |
Payments for acquisition of business | (315,289) | ||
Net cash used in investing activities | (2,028,294) | (438,418) | |
Cash flows from financing activities | |||
Proceeds from delayed draw term note | 6,000,000 | ||
Payment of debt issuance costs | (10,000) | ||
Proceeds from 12% senior convertible debentures | 1,900,000 | ||
Borrowings (repayments) under line of credit | 5,415,914 | (150,541) | |
Payment for taxes related to repurchase of restricted common stock | (169,481) | ||
Repayment of officer promissory notes | (366,842) | ||
Net cash provided by financing activities | 11,246,433 | 1,372,617 | |
Net decrease in cash, cash equivalents, and restricted cash | (935,514) | (267,978) | |
Cash, cash equivalents, and restricted cash - beginning of period | 9,473,090 | 2,527,289 | $ 2,527,289 |
Cash, cash equivalents, and restricted cash - end of period | 8,537,576 | 2,259,311 | $ 9,473,090 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 181,982 | 209,978 | |
Cash paid for income taxes | |||
Noncash investing and financing activities | |||
Reclassification of stock-based compensation to platform development | 370,052 | 167,948 | |
Debt discount on delayed draw term note | 913,865 | ||
Restricted stock units issued in connection with acquisition of LiftIgniter | 500,000 | ||
Assumption of liabilities in connection with acquisition of LiftIgniter | 140,381 | ||
Discount of 12% senior convertible debentures allocated to embedded derivative liabilities | 1,010,000 | ||
Liquidated damages liability recorded against cash proceeds for 12% senior convertible debentures | $ 79,800 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - Senior Convertible Debentures [Member] | 3 Months Ended |
Mar. 31, 2019 | |
Discount on debt percentage | 12.00% |
Liquidation damage percentage | 12.00% |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of TheMaven, Inc. and its wholly owned subsidiaries (“Maven” or the “Company”), after eliminating all significant intercompany balances and transactions. The Company does not have any off-balance sheet arrangements. The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (“US GAAP”) for interim financial information, the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and notes required U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in Maven’s Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2019, filed with the SEC on April 9, 2021. The condensed consolidated financial statements as of March 31, 2020, and for the three months ended March 31, 2020 and 2019, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2019, was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. Liquidity The Company performed an annual reporting period going concern assessment. Management is required to assess its ability to continue as a going concern. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company has a history of recurring losses. The Company’s recurring losses from operations and net capital deficiency have been evaluated by management to determine if the significance of those conditions or events would limit its ability to meet its obligations when due. The operating loss realized for the three months ended March 31, 2020 was primarily a result of a marketing investment in customer growth, together with investments in people and technology as the Company continued to expand its operations. The operating loss realized in fiscal 2019 was primarily a result of investments in people, infrastructure for the Company’s technology platform, and operations expanding during fiscal 2019 with the acquisition of TheStreet, Inc. (“TheStreet”) and the licensing agreement for certain Sports Illustrated brands, along with continued costs based on the strategic growth plans in other verticals. As reflected in these condensed consolidated financial statements, the Company had revenues of $30,412,853 for the three months ended March 31, 2020, and experienced recurring net losses from operations, negative working capital, and negative operating cash flows. During the three months ended March 31, 2020, the Company incurred a net loss of $22,776,624, utilized cash in operating activities of $10,153,653, and as of March 31, 2020, had an accumulated deficit of $95,817,947. The Company has financed its working capital requirements since inception through the issuance of debt and equity securities. Additionally, as a result of the novel coronavirus (“COVID-19”) pandemic, the Company experienced a decline in traffic and advertising revenue in the first and second quarters of 2020. The Company implemented cost reduction measures in an effort to offset these declines. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues through the balance of 2020 and start of 2021. The Company expects a continued growth in advertising revenue back toward pre-pandemic levels, however, such growth depends on future developments, including the duration of COVID-19, future sport event advisories and restrictions, and the extent and effectiveness of containment actions taken. Management has evaluated whether relevant conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern. Substantial doubt exists when conditions and events, considered in the aggregate, indicate it is probable that a company will not be able to meet its obligations as they become due within one year after the issuance date of its financial statements. Management’s assessment is based on the relevant conditions that are known or reasonably knowable as of the date these condensed consolidated financial statements were issued or were available to be issued. Management’s assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective, and susceptible to change. The factors that the Company considered important in its going concern analysis, include, but are not limited to, its fiscal 2021 cash flow forecast and its fiscal 2021 operating budget. Management also considered the Company’s ability to repay its obligations through future equity and the implementation of cost reduction measures in effect to offset revenue and earnings declines from COVID-19. These factors consider information including, but not limited to, the Company’s financial condition, liquidity sources, obligations due within one year after the issuance date of these condensed consolidated financial statements, the funds necessary to maintain operations and financial conditions, including negative financial trends or other indicators of possible financial difficulty. In particular, the Company’s plan for the: (1) 2021 cash flow forecast, considered the use of its working capital line with FastPay (as described in Note 5) to fund changes in working capital, where the Company has available credit of approximately $10.1 million as of the issuance date of these condensed consolidated financial statements for the three months ended March 31, 2020, and that the Company does not anticipate the need for any further borrowings that are subject to the holders approval, from its Delayed Draw Term Note (as described in Note 8) where the Company may be permitted to borrow up to an additional $5,000,000; and (2) 2021 operating budget, considered that approximately sixty-five percent of the Company’s revenue is from recurring subscriptions, generally paid in advance, and that digital subscription revenue, that accounts for approximately thirty percent of subscription revenue, grew approximately thirty percent during 2020 demonstrating the strength of its premium brand, and the plan to continue to grow its subscription revenue from its acquisition of TheStreet and the launch of premium digital subscriptions from its Sports Illustrated licensed brands. The Company has considered both quantitative and qualitative factors as part of the assessment that are known or reasonably knowable as of the date these condensed consolidated financial statements were issued or were available to be issued and concluded that conditions and events considered in the aggregate, do not raise substantial doubt about the Company’s ability to continue as a going concern for a one-year period following the financial statement issuance date. Reclassifications Certain prior year amounts have been reclassified to conform to the fiscal 2020 presentation with no impact to previously reported earnings. Use of Estimates Preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for credit losses, fair values of financial instruments, capitalization of platform development, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, fair value of assets acquired and liabilities assumed in the business acquisitions, determination of the fair value of stock-based compensation and valuation of derivatives liabilities and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Contract Modifications The Company occasionally enters into amendments to previously executed contracts that constitute contract modifications. The Company assesses each of these contract modifications to determine: ● if the additional services and goods are distinct from the services and goods in the original arrangement; and ● if the amount of consideration expected for the added services or goods reflects the stand-alone selling price of those services and goods. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract and the creation of a new contract, or a cumulative catch-up basis (see Note 3 and Note 11). Recently Adopted Accounting Standards In June 2016, the FASB ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Loss per Common Share Basic loss per share is computed using the loss available to common stockholders over the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but is included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. All restricted stock units are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstance under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net income loss per common share, as their effect would have been anti-dilutive. As of March 31, 2020 2019 Series G Preferred Stock 188,791 188,791 Series H Preferred Stock 58,787,879 58,787,879 Series I Preferred Stock 46,200,000 - Series J Preferred Stock 28,571,428 - Indemnity shares of common stock 412,500 825,000 Restricted Stock Awards 1,991,665 4,214,997 Financing Warrants 2,882,055 3,949,018 ABG Warrants 21,989,844 - Channel Partner Warrants 939,540 939,540 Restricted Stock Units 2,399,997 2,399,997 Common Stock Awards 8,063,811 9,179,013 Common Equity Awards 77,106,507 - Outside Options 3,730,667 3,780,000 Total 253,264,684 84,264,235 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions On March 9, 2020, the Company entered into an asset purchase agreement with Petametrics Inc., dba LiftIgniter, a Delaware corporation (“LiftIgniter”), where it purchased substantially all the assets, including the intellectual property and excluding certain accounts receivable, and assumed certain liabilities. The purchase price consisted of: (1) cash payment of $184,087 on February 19, 2020, in connection with the repayment of all outstanding indebtedness, (2) at closing a cash payment of $131,202, (3) collections of certain accounts receivable, (4) on the first anniversary date of the closing issuance of restricted stock units for an aggregate of up to 312,500 shares of the Company’s common stock, and (5) on the second anniversary date of the closing issuance of restricted stock units for an aggregate of up to 312,500 shares of the Company’s common stock. The composition of the preliminary purchase price is as follows: Cash $ 315,289 Indemnity restricted stock units for shares of common stock 500,000 Total purchase consideration $ 815,289 The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Accounts receivable $ 37,908 Developed technology 917,762 Accounts payable (53,494 ) Unearned revenue (86,887 ) Net assets acquired $ 815,289 The useful life for the developed technology is five years (5.0 years). |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Components | |
Balance Sheet Components | 3. Balance Sheet Components The components of certain balance sheet amounts are as follows: Accounts Receivable Subscription Acquisition Costs Certain contract amendments resulted in a modification to the subscription acquisition costs that will be recognized on a prospective basis in the same proportion as the revenue that has not yet been recognized (further details are provided in Note 11). Platform Development As of March 31, December 31, Platform development $ 11,902,670 $ 10,678,692 Less accumulated amortization (5,706,797 ) (4,785,973 ) Net platform development $ 6,195,873 $ 5,892,719 A summary of platform development activity for the three months ended March 31, 2020 and year ended December 31, 2019 is as follows: As of March 31, December 31, Platform development beginning of period $ 10,678,692 $ 6,833,900 Payroll-based costs capitalized during the period 853,926 2,537,402 Total capitalized costs 11,532,618 9,371,302 Stock-based compensation 370,052 1,307,390 Platform development end of period $ 11,902,670 $ 10,678,692 Amortization expense for the three months ended March 31, 2020 and 2019, was $920,824 and $587,470, respectively. Intangible Assets As of March 31, 2020 As of December 31, 2019 Carrying Accumulated Net Carrying Accumulated Net Developed technology $ 20,055,866 $ (5,209,664 ) $ 14,846,202 $ 19,138,104 $ (4,090,359 ) $ 15,047,745 Noncompete agreement 480,000 (312,000 ) 168,000 480,000 (252,000 ) 228,000 Trade name 3,328,000 (294,395 ) 3,033,605 3,328,000 (224,745 ) 3,103,255 Subscriber relationships 73,458,799 (7,217,138 ) 66,241,661 73,458,799 (3,587,837 ) 69,870,962 Advertiser relationships 2,240,000 (154,103 ) 2,085,897 2,240,000 (94,635 ) 2,145,365 Database 1,140,000 (246,183 ) 893,817 1,140,000 (151,183 ) 988,817 Subtotal amortizable intangible assets 100,702,665 (13,433,483 ) 87,269,182 99,784,903 (8,400,759 ) 91,384,144 Website domain name 20,000 - 20,000 20,000 - 20,000 Total intangible assets $ 100,722,665 $ (13,433,483 ) $ 87,289,182 $ 99,804,903 $ (8,400,759 ) $ 91,404,144 Amortization expense for the three months ended March 31, 2020 and 2019 was $5,032,724 and $834,900, respectively. No impairment charges have been recorded during the three months March 31, 2020 and 2019. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 4. Leases The Company’s leases are primarily comprised of real estate leases for the use of office space, with certain lease arrangements that contain equipment. The Company determines whether an arrangement contains a lease at inception. Lease assets and liabilities are recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. Substantially all of the leases are long-term operating leases for facilities with fixed payment terms between 1.5 and 12.8 years. The table below presents supplemental information related to operating leases: Three Months Ended March 31, 2020 Operating cash flows for operating leases $ 639,061 Noncash lease liabilities arising from obtaining operating leased assets during the period $ 16,617,790 Weighted-average remaining lease term 11.05 years Weighted-average discount rate 13.40 % The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for most of the Company’s leases is not readily determinable. Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. Operating lease costs recognized for the three months ended March 31, 2020 and 2019 were $1,037,904 and $130,952, respectively. Maturities of operating lease liabilities as of March 31, 2020 are summarized as follows: Years Ending December 31, 2020 (remaining nine months of the year) $ 2,549,923 2021 3,804,853 2022 3,525,158 2023 3,528,696 2024 3,526,406 Thereafter 27,563,572 Minimum lease payments 44,498,608 Less imputed interest (23,065,693 ) Present value of operating lease liabilities $ 21,432,915 Current portion of operating lease liabilities $ 1,995,880 Long-term portion of operating lease liabilities 19,437,035 Total operating lease liabilities $ 21,432,915 Future minimum lease payments under operating leases as of December 31, 2019, were as follows: Payments due by Year Total 2020 2021 2022 2023 2024 Thereafter Operating leases $ 6,132,252 $ 2,579,924 $ 685,111 $ 472,084 $ 486,247 $ 500,834 $ 1,408,052 Further details as of the date these condensed consolidated financial statements were issued or were available to be issued are provided under the heading Leases |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2020 | |
Line of Credit Facility [Abstract] | |
Line of Credit | 5. Line of Credit FastPay Credit Facility SallyPort Credit Facility |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition. The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below: ● Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and ● Level 3 Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates. The Company accounts for certain warrants (as described under the heading Common Stock Warrants These warrants and the embedded conversion features are classified as Level 3 within the fair-value hierarchy. Inputs to the valuation model include the Company’s publicly quoted stock price, the stock volatility, the risk-free interest rate, the remaining life of the warrants, notes and debentures, the exercise price or conversion price, and the dividend rate. The Company uses the closing stock price of its common stock over an appropriate period of time to compute stock volatility. Warrant Derivative Liabilities The following table presents the assumptions used for the warrant derivative liabilities under the Black-Scholes option-pricing model: As of March 31, 2020 As of December 31, 2019 Strome B. Riley Strome B. Riley Expected life 3.21 5.55 3.45 5.80 Risk-free interest rate 0.29 % 0.46 % 1.62 % 1.76 % Volatility factor 128.74 % 129.92 % 144.54 % 127.63 % Dividend rate 0 % 0 % 0 % 0 % Transaction date closing market price $ 0.77 $ 0.77 $ 0.80 $ 0.80 Exercise price $ 0.50 $ 1.00 $ 0.50 $ 1.00 The following table represents the carrying amounts and change in valuation for the Company’s warrants accounted for as a derivative liability and classified within Level 3 of the fair-value hierarchy: As of and Three Months Ended March 31, 2020 As of and Three Months Ended March 31, 2019 Carry Change in Carrying Carry Change in Carrying L2 Warrants $ - $ - $ - $ 418,214 $ 121,026 $ 539,240 Strome Warrants 1,036,687 (110,081 ) 926,606 587,971 170,144 758,115 B. Riley Warrants 607,513 (29,138 ) 578,375 358,050 84,525 442,575 Total $ 1,644,200 $ (139,219 ) $ 1,504,981 $ 1,364,235 $ 375,695 $ 1,739,930 For the three months ended March 31, 2020 and 2019, the change in valuation of warrant derivative liabilities recognized as other income (expense) on the condensed consolidated statement of operations, as described in the above table, was $139,219 and ($375,695), respectively. Embedded Derivative Liabilities The carrying amount for the conversion option features, buy-in features, and default remedy features under the 12% Convertible Debentures accounted for as embedded derivative liabilities and classified within Level 3 of the fair-value hierarchy were $11,880,000 and $13,501,000 as of March 31, 2020 and December 31, 2019, respectively. For the three months ended March 31, 2020 and 2019 , |
Convertible Debt
Convertible Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 7. Convertible Debt 12% Convertible Debentures During 2018 and 2019, the Company had various financings through the issuance of the 12% Convertible Debentures which were due and payable on December 31, 2020. Interest accrued at the rate of 12% per annum, payable on the earlier of conversion or December 31, 2020. The Company’s obligations under the 12% Convertible Debentures are secured by a security agreement, dated as of October 18, 2018, by and among the Company and each investor thereto. The 12% Convertible Debentures were subject to the Company receiving stockholder approval to increase its authorized shares of common stock before conversion. Principal on the 12% Convertible Debentures were convertible into shares of the Company’s common stock, at the option of the investor at any time prior to December 31, 2020, at either a per share conversion price of $0.33 (with respect to the 12% Convertible Debentures issued in 2018) or $0.40 (with respect to the 12% Convertible Debentures issued in 2019), subject to adjustment for stock splits, stock dividends and similar transactions, and certain beneficial ownership blocker provisions. The 12% Convertible Debentures were issued and convertible into shares of the Company’s common stock as follows: (1) gross proceeds of $13,091,528 on December 12, 2018, convertible into 39,671,297 shares; (2) gross proceeds of $1,696,000 on March 18, 2019, convertible into 4,240,000 shares; (3) gross proceeds of $318,000 on March 27, 2019, convertible into 795,000 shares; and (4) gross proceeds of $100,000 on April 8, 2019, convertible into 250,000 shares. Upon issuance of the various financings, the Company accounted for the embedded conversion option feature, buy-in feature, and default remedy feature as embedded derivative liabilities, which required the Company to carry such amount on its condensed consolidated balance sheets as a liability at fair value, as adjusted at each period-end (see Note 6). The Company also incurred additional debt issuance cost. The embedded derivative liabilities and debt issuance cost were treated as a debt discount and amortized over the term of the debt. The following table summarizes the convertible debt: As of March 31, 2020 As of December 31, 2019 Principal Unamortized Carrying Principal Unamortized Carrying 12% Convertible Debentures, due on December 31, 2020 $ 17,633,158 $ (2,938,715 ) $ 14,694,443 $ 17,119,571 $ (3,880,609 ) $ 13,238,962 As of December 31, 2020, there was no longer any principal or accrued but unpaid interest outstanding under the 12% Convertible Debentures. Certain holders converted the debt into shares of the Company’s common stock and certain holders were paid in cash (further details are provided under the heading 12% Convertible Debentures |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 8. Long-term Debt 12% Second Amended Senior Secured Note Below is a summary of the various amended and restated notes, as well as various amendments thereto, to the 12% senior secured note that was originally issued on June 10, 2019, for gross proceeds of $20,000,000, due July 31, 2019. The transactions leading up to the 12% second amended and restated note that is outstanding as of March 31, 2020 consisted of: ● Amended and restated note issued on June 14, 2019, where the Company received gross proceeds of $48,000,000, together with the $20,000,000 gross proceeds received on June 10, 2019 for total gross proceeds of $68,000,000, due June 14, 2022; ● First amendment to the amended and restated note issued on August 27, 2019, where the Company received gross proceeds of $3,000,000; ● Second amendment to the amended and restated note issued on February 27, 2020, where the Company issued a $3,000,000 letter of credit to the Company’s landlord for leased premises; and ● Second amended and restated note issued on March 24, 2020, where the Company was permitted to enter into a 15.0% delayed draw term note, in the aggregate principal amount of $12,000,000. Collectively the amended and restated notes and amendments thereto are referred to as the 12% Second Amended Senior Secured Note, with all borrowings collateralized by substantially all assets of the Company. Pursuant to the 12% Second Amended Senior Secured Note, interest on amounts outstanding with respect to (i) interest that was payable on March 31, 2020 and June 30, 2020, and (ii) at the Company’s option, with the consent of requisite purchasers, interest that was payable on September 30, 2020 and December 31, 2020, in lieu of the payment in cash of all or any portion of the interest due on such dates, would be payable in-kind in arrears on the last day of such applicable fiscal quarter (further details as of the date these condensed consolidated financial statements were issued or were available to be issued are provided under the heading 12% Second Amended Senior Secured Note Delayed Draw Term Note On March 24, 2020, the Company entered into a 15% delayed draw term note (the “Delayed Draw Term Note”) pursuant to the second amended and restated note purchase agreement, in the aggregate principal amount of $12,000,000. On March 24, 2020, the Company drew down $6,913,865 under the Delayed Draw Term Note, and after payment of commitment and funding fees paid of $793,109, and other of its legal fees and expenses that were incurred, the Company received net proceeds of $6,000,000. The net proceeds were used for working capital and general corporate purposes. Additional borrowings under the Delayed Draw Term Note requested by the Company may be made at the option of the purchasers, subject to certain conditions. Up to $8,000,000 in principal amount under the note was originally due on March 31, 2021. Interest on amounts outstanding under the note was payable in-kind in arrears on the last day of each fiscal quarter (further details as of the date these condensed consolidated financial statements were issued or were available to be issued are provided under the heading Delayed Draw Term Note The following table summarizes the long-term debt: As of March 31, 2020 As of December 31, 2019 Principal Unamortized Carrying Principal Unamortized Carrying 12% Second Amended Senior Secured Note, as amended, due on December 31, 2022 $ 51,435,626 $ (5,315,279 ) $ 46,120,347 $ 49,921,345 $ (5,911,600 ) $ 44,009,745 Delayed Draw Term Note, as amended, due on March 31, 2022 6,931,150 (881,227 ) 6,049,923 - - - Total $ 58,366,776 $ (6,196,506 ) $ 52,170,270 $ 49,921,345 $ (5,911,600 ) $ 44,009,745 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Common Stock The Company has the authority to issue 1,000,000,000 shares of common stock, $0.01 par value per share (further details as of the date of these condensed consolidated financial statements were issued or were available to be issued are provided under the heading Amendment to Certificate of Incorporation Common Stock Warrants The Company issued warrants to purchase shares of the Company’s common stock to MDB Capital Group, LLC (the “MDB Warrants”), L2 Capital, LLC (the “L2 Warrants”), Strome Mezzanine Fund LP (the “Strome Warrants”), and B. Riley Financial, Inc. (the “B. Riley Warrants”) in connection with various financing transactions (collectively, the “Financing Warrants”). The Financing Warrants outstanding and exercisable as of March 31, 2020 are summarized as follows: Outstanding Exercise Expiration Date Classified as Classified within (Shares) Total MDB Warrants $ 0.20 November 4, 2021 - 327,490 327,490 Strome Warrants 0.50 June 15, 2023 1,500,000 - 1,500,000 B. Riley Warrants 1.00 October 18, 2025 875,000 - 875,000 MDB Warrants 1.15 October 19, 2022 - 119,565 119,565 MDB Warrants 2.50 October 19, 2022 - 60,000 60,000 Total outstanding and exercisable 2,375,000 507,055 2,882,055 The intrinsic value of exercisable but unexercised in-the-money stock warrants as of March 31, 2020 was $591,669, based on a fair market value of the Company’s common stock of $0.77 per share on March 31, 2020. |
Compensation Plans
Compensation Plans | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Compensation Plans | 10. Compensation Plans The Company provides stock-based compensation in the form of (a) stock awards to employees and directors, comprised of restricted stock awards and restricted stock units (collectively referred to as the “Restricted Stock Awards”), (b) stock option grants to employees directors and consultants (referred to as the “Common Stock Awards”) (c) stock option awards, restricted stock awards, unrestricted stock awards, and stock appreciation rights to employees, directors and consultants (collectively the “Common Equity Awards”), (d) stock option awards outside the 2016 Stock Incentive Plan and 2019 Equity Incentive Plan to certain officers, directors and employees (referred to as the “Outside Options”), (e) common stock warrants to the Company’s channel partners (referred to as the “Channel Partner Warrants”), and (f) common stock warrants to ABG-SI, LLC (referred to as the “ABG Warrants”). Stock-based compensation and equity-based expense charged to operations or capitalized during the three months ended March 31, 2020 and 2019 are summarized as follows: Restricted Common Common Channel Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals During the Three Months Ended March 31, 2020 Cost of revenue $ 37,576 $ 69,796 $ 1,009,592 $ 1,206 $ 8,039 $ - $ 1,126,209 Selling and marketing 299,215 35,728 678,279 55,378 - - 1,068,600 General and administrative 22,920 171,672 755,247 55,183 - 360,289 1,365,311 Total costs charged to operations 359,711 277,196 2,443,118 111,767 8,039 360,289 3,560,120 Capitalized platform development 70,283 41,157 256,001 2,611 - - 370,052 Total stock-based compensation $ 429,994 $ 318,353 $ 2,699,119 $ 114,378 $ 8,039 $ 360,289 $ 3,930,172 During the Three Months Ended March 31, 2019 Cost of revenue $ 35,375 $ 20,219 $ - $ 1,129 $ 12,348 $ - $ 69,071 Selling and marketing 34,393 21,945 - 51,946 - - 108,284 General and administrative 715,637 404,430 892 21,313 - - 1,142,272 Total costs charged to operations 785,405 446,594 892 74,388 12,348 - 1,319,627 Capitalized platform development 137,956 29,992 - - - - 167,948 Total stock-based compensation $ 923,361 476,586 $ 892 $ 74,388 $ 12,348 $ - $ 1,487,575 Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of March 31, 2020 was as follows: Restricted Common Common Channel Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Unrecognized compensation expense $ 1,314,792 $ 1,501,346 $ 27,525,363 $ 772,360 $ 6,100 $ 4,302,887 $ 35,422,848 Expected weighted-average period expected to be recognized (in years) 0.89 1.08 2.38 1.86 0.31 3.13 2.35 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 11. Revenue Recognition Disaggregation of Revenue The following table provides information about disaggregated revenue by product line, geographical market and timing of revenue recognition: As of March 31, 2020 2019 Revenue by product line: Advertising $ 11,837,984 $ 6,137,354 Digital subscriptions 5,537,247 51,913 Magazine circulation 12,537,532 - Other 500,090 84,696 Total $ 30,412,853 $ 6,273,963 Revenue by geographical market: United States $ 29,282,130 $ 6,273,963 Other 1,130,723 - Total $ 30,412,853 $ 6,273,963 Revenue by timing of recognition: At point in time $ 24,875,606 $ 6,222,050 Over time 5,537,247 51,913 Total $ 30,412,853 $ 6,273,963 Contract Balances The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services. The following table provides information about contract balances: As of March 31, December 31, Unearned revenue (short-term contract liabilities): Digital subscriptions 11,070,739 $ 8,634,939 Magazine circulation 38,177,153 23,528,148 $ 49,247,892 $ 32,163,087 Unearned revenue (long-term contract liabilities): Digital subscriptions $ 1,244,706 $ 478,557 Magazine circulation 14,059,429 30,478,154 Other 215,000 222,500 $ 15,519,135 $ 31,179,211 Unearned Revenue During January and February of 2020, the Company modified certain digital and magazine subscription contracts that prospectively changed the frequency of the related issues required to be delivered on a yearly basis. The Company determined that the remaining digital content and magazines to be delivered are distinct from the digital content or magazines already provided under the original contract. As a result, the Company in effect established a new contract that included only the remaining digital content or magazines. Accordingly, the Company allocated the remaining performance obligations in the contracts as consideration from the original contract that has not yet been recognized as revenue. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Revenue Guarantees On a select basis, the Company has provided revenue share guarantees to certain independent publishers that transition their publishing operations from another platform to theMaven.net or maven.io. These arrangements generally guarantee the publisher a monthly amount of income for a period of 12 to 24 months from inception of the publisher contract that is the greater of (a) a fixed monthly minimum, or (b) the calculated earned revenue share. For the three months ended March 31, 2020 and 2019, the Company recognized Channel Partner guarantees of $2,374,087 and $1,254,992, respectively. Claims and Litigation From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business. The Company is not currently a party to any pending or threatened legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Liquidated Damages The following table summarizes the contingent obligations with respect to the liquidated damages as of the date these condensed consolidated financial statements were issued or were available to be issued: Series I Preferred Stock Series J Preferred Stock Total Liquidated Damages Registration rights damages $ 69,300 $ 300,000 $ 369,300 Public information failure damages 138,600 360,000 498,600 Accrued interest 20,164 53,458 73,622 $ 228,064 $ 713,458 $ 941,522 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC. Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the condensed consolidated financial statements . Compensation Plans On December 15, 2020, the Company entered into an amendment for certain restricted stock awards and restricted stock units. Pursuant to the amendment: ● the restricted stock awards would cease to vest and all unvested shares would be deemed unvested and forfeited, leaving an aggregate of 1,064,549 shares vested; ● the restricted stock units were modified to vest on December 31, 2020 and as of the close of business on December 31, 2020, each restricted stock unit was terminated and deemed forfeited, with no shares vesting thereunder; and ● subject to certain conditions, the Company agreed to purchase from certain key personnel the vested restricted stock awards, at a price of $4.00 per share in 24 equal monthly installments on the second business day of each calendar month beginning on January 4, 2021. On January 8, 2021, the board of directors (the “Board”) approved an amendment to certain option awards granted under the 2019 Equity Incentive Plan (the “2019 Plan”) to remove certain vesting conditions for the performance-based awards. In general, pursuant to the amendment: ● the common stock options would vest with respect to one-third of the grant when the option holder completes one year of continuous service beginning on the grant date; and ● the remaining common stock options would vest monthly over twenty-four months when the option holder completes each month of continuous service thereafter. On February 18, 2021, the Board approved an amendment to the Company’s 2019 Plan to increase the number of shares of the Company’s common stock available for issuance under the 2019 Plan from 85,000,000 shares to 185,000,000 shares. On February 18, 2021, the Board approved up to an aggregate amount of 26,200,000 stock options to be made on or before March 18, 2021 for shares of the Company’s common stock to certain executive officers of the Company under the 2019 Plan. A total of 11,158,049 stock options were granted and designated as a non-qualified stock options, subject to certain terms and conditions. On February 18, 2021, the Board approved the issuance of restricted stock units to certain executive officers of the Company under the 2019 Plan. A total of 26,048,781 restricted stock units were granted, subject to certain terms and conditions. From April 2020 through the date these condensed consolidated financial statements were issued or were available to be issued, the Company granted common stock options, restricted stock units and restricted stock awards totaling 84,274,395 (includes 11,158,049 stock options and 26,048,781 restricted stock units issued on February 28, 2021 as described above), of which 84,207,987 remain outstanding. 12% Convertible Debentures On December 31, 2020, certain holders converted the 12% Convertible Debentures representing an aggregate of $18,104,949 of the then-outstanding principal and accrued but unpaid interest into 53,887,470 shares of the Company’s common stock at effective conversion per-share prices ranging from $0.33 to $0.40. Further, the Company repaid an aggregate of $1,130,903 of the 12% Convertible Debentures, including the then-outstanding principal and accrued interest in cash. As of December 31, 2020, there was no longer any principal or accrued but unpaid interest outstanding under the 12% Convertible Debentures. As a result of the conversion of certain 12% Convertible Debentures into shares of the Company’s common stock, the Company will no longer have an embedded derivative liability related to the conversion option features, buy-in features, and default remedy features and will recognize the fair value of such amount upon conversion as additional paid-in capital. Further, with respect to the conversion of the accrued interest into shares of the Company’s common stock, the Company will recognize a loss on conversion, as deemed appropriate, at the time of conversion. 12% Second Amended Senior Secured Note On October 23, 2020, the Company entered into Amendment No. 1 to the second amended and restated note purchase agreement (“Amendment 1”), pursuant to which the maturity date of the 12% Second Amended Senior Secured Notes was changed to December 31, 2022, subject to certain acceleration conditions. Pursuant to Amendment 1, interest payable on the 12% Second Amended Senior Secured Notes on September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 will be payable in-kind in arrears on the last day of such fiscal quarter. Alternatively, at the option of the holder, such interest amounts originally could have been paid in shares of “Series K Convertible Preferred Stock” (“Series K Preferred Stock”); however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, all such interest amounts can be paid in shares of the Company’s common stock based upon the conversion rate specified for the Series K Preferred Stock (or $0.40). The balance outstanding under the 12% Second Amended Senior Secured Note as of the date these condensed consolidated financial statements were issued or were available to be issued was approximately $56.3 million, which included outstanding principal of approximately $48.8 million, payment of in-kind interest of approximately $4.2 million that the Company was permitted to add to the aggregate outstanding principal balance, and unpaid accrued interest of approximately $3.3 million. Delayed Draw Term Note On October 23, 2020, pursuant to the terms of Amendment 1, the maturity date of the Delayed Draw Term Note was changed from March 31, 2021 to March 31, 2022. Amendment 1 also provided that the holder, could originally elect, in lieu of receipt of cash for payment of all or any portion of the interest due or cash payments up to a certain conversion portion (as further described in Amendment 1) of the Delayed Draw Term Note, to receive shares of Series K Preferred Stock; however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, the holder may elect, in lieu of receipt of cash for such amounts, shares of the Company’s common stock based upon the conversion rate specified for the Series K Preferred Stock (or $0.40). As of the date these condensed consolidated financial statements were issued or were available to be issued, $3,367,000, including $3,295,505 of principal amount of the Delayed Draw Term Note and $71,495 of accrued interest, had been converted into shares of our Series K Preferred Stock. The aggregate principal amount outstanding under the Delayed Draw Term Note as of the date these condensed consolidated financial statements were issued or were available to be issued was approximately $4.3 million (including payment of in-kind interest of approximately $0.7 million, which was added to the outstanding Delayed Draw Term Note balance). Payroll Protection Program Loan On April 6, 2020, the Company entered into a note agreement with JPMorgan Chase Bank, N.A. under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”) in the principal amount of $5,702,725 pursuant to Title 1 of the CARES Act (the “PPP Loan”). The PPP Loan proceeds were used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. The amount that will be forgiven will be calculated in part with reference to the Company’s full time headcount during the 24 week period following the funding of the PPP Loan. The note is scheduled to mature on April 6, 2022. The interest rate on the note is a fixed rate of 0.98% per annum. To the extent that the amounts owed under the PPP Loan, or a portion of them, are not forgiven, the Company will be required to make principal and interest payments in monthly installments. The balance outstanding as of the issuance date of these condensed consolidated financial statements was $5,702,725. Preferred Stock Series H Preferred Stock – On September 21, 2020, an investor converted 300 shares of Series H Preferred Stock into 909,090 shares of the Company’s common stock. On October 31, 2020, the Company issued 389 shares of Series H Preferred Stock to James Heckman at the stated value of $1,000, convertible into 1,178,787 shares of the Company’s common stock, at the option of the holder subject to certain limitations at a conversion rate equal to the stated value divided by the conversion price of $0.33 per share. The shares of Series H Preferred Stock were issued in connection with the cancellation of promissory notes payable to Mr. Heckman in the aggregate outstanding principal amount of $389,000. The shares of Series H Preferred Stock were subject to limitations on conversion into shares of the Company’s common stock until the date an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), was filed and accepted with the State of Delaware that increases the number of authorized shares of its common stock to at least a number permitting all the Series H Preferred Stock to be converted in full (further details are provided under the heading Amendment to Certificate of Incorporation The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the Series H Preferred Shares, then the Company will be obligated to pay Public Information Failure Damages (as further described in Note 14 to the audited consolidated financial statements for the year ended December 31, 2019) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full. Series J Preferred Stock – All of the shares of the Series J Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020, the date the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation, which Certificate of Amendment increased the number of authorized shares of the Company’s common stock to at least a number that permitted all the Series J Preferred Stock, the “Series K Convertible Preferred Stock” (the “Series K Preferred Stock”), the “Series I Convertible Preferred Stock” (“Series I Preferred Stock”), and the Series H Preferred Stock, to be converted in full (further details are provided under the heading Amendment to Certificate of Incorporation Pursuant to a registration rights agreement entered into in connection with the securities purchase agreements, the Company agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors. The Company committed to file the registration statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the SEC; but in no event later than April 30, 2021 (the “Series J Filing Date”). The Company also committed to cause the registration statement to become effective by no later than 60 days after the Series J Filing Date (or, in the event of a full review by the staff of the SEC, 120 days following the Series J Filing Date). The registration rights agreement provides for Registration Rights Damages (as further described in Note 14 to the audited consolidated financial statements for the year ended December 31, 2019) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information commencing from the six (6) month anniversary date of issuance of the Series J Preferred Shares, then the Company will be obligated to pay Public Information Failure Damages (as further described in Note 14 to the audited consolidated financial statements for the year ended December 31, 2019) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full. Series K Preferred Stock In consideration for its services as placement agent, the Company paid B. Riley FBR, Inc. (“B. Riley FBR”) a cash fee of $560,500. The Company used approximately $3.4 million of the net proceeds from the financing to partially repay the Delayed Draw Term Note and used approximately $2.6 million for payment on a prior investment, with the remainder of All of the shares of the Series K Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020, the date the Company filed a the Certificate of Amendment to the Certificate of Incorporation, which Certificate of Amendment increased the number of authorized shares of the Company’s common stock to at least a number that permitted all the Series J Preferred Stock, the Series K Preferred Stock, the Series I Preferred Stock, and the Series H Preferred Stock, to be converted in full (further details are provided under the heading Amendment to Certificate of Incorporation Pursuant to a registration rights agreement entered into in connection with the securities purchase agreements, the Company agreed to register the shares issuable upon conversion of the Series K Preferred Stock for resale by the investors. The Company committed to file the registration statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the SEC; provided, however, if such 30th calendar day is on or after February 12, 2021, then such 30th calendar date shall be tolled until the 30th calendar day following the date that the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Series K Filing Date”). The Company also committed to cause the registration statement to become effective by no later than 90 days after the Series K Filing Date (or, in the event of a full review by the staff of the SEC, 120 days following the Series K Filing Date). The registration rights agreement provides for Registration Rights Damages (as further described in Note 14 to the audited consolidated financial statements for the year ended December 31, 2019) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the Series K Preferred Shares, then the Company will be obligated to pay Public Information Failure Damages (as further described in Note 14 to the audited consolidated financial statements for the year ended December 31, 2019) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full. Series L Preferred Stock Also on May 4, 2021, the Special Committee declared a dividend of one preferred stock purchase right (each a “Right”) to be paid to the stockholders of record at the close of business on May 14, 2021 for (i) each outstanding share of the Company’s common stock and (ii) each share of the Company’s common stock issuable upon conversion of each share of the Company’s Series H Preferred Stock. Each Right entitles the registered holder to purchase, subject to the Rights Agreement, from the Company one one-thousandth of a share of the Company’s newly created Series L Junior Participating Preferred Stock, par value $0.01 per share (the “Series L Preferred Stock”), at a price of $4.00, subject to certain adjustments. The Series L Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company’s Common Stock. The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged, the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company’s common stock. Leases On October 30, 2020, the Company entered into a surrender agreement pursuant to which the Company effectively surrendered certain property located in New York, New York back to the landlord. Pursuant to the surrender agreement, the security deposit of $500,000 held by the landlord and reflected within restricted cash on the condensed consolidated balance sheets was applied to the balance in arrears. In addition, the Company agreed to pay $68,868 per month from January 1, 2021 through June 1, 2022 to satisfy the remaining outstanding balance of $1,239,624 owed to the landlord. The landlord agreed not to charge any late fees, interest charges, or other penalties relating to the surrender of the property. Amendment to Certificate of Incorporation On December 18, 2020, the Company filed a Certificate of Amendment to its Certificate of Incorporation to increase the number of authorized shares of its common stock from 100,000,000 shares to 1,000,000,000 shares. As a result, as of December 18, 2020, the Company has a sufficient number of authorized but unissued shares of its common stock available for issuance required under all of its securities that are convertible into shares of its common stock. As a result of the increase in authorized and unissued shares of the Company’s common stock on December 18, 2020, all of the Series I Preferred Stock, Series J Preferred Stock (including shares issued subsequent to March 31, 2020 as described above) and Series K Preferred Stock (including shares issued subsequent to March 31, 2020 as described above), were converted into shares of the Company’s common stock, accordingly, the Company will recognize a beneficial conversion feature, as deemed appropriate, at the time of conversion. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of TheMaven, Inc. and its wholly owned subsidiaries (“Maven” or the “Company”), after eliminating all significant intercompany balances and transactions. The Company does not have any off-balance sheet arrangements. The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (“US GAAP”) for interim financial information, the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and notes required U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in Maven’s Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2019, filed with the SEC on April 9, 2021. The condensed consolidated financial statements as of March 31, 2020, and for the three months ended March 31, 2020 and 2019, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2019, was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. |
Liquidity | Liquidity The Company performed an annual reporting period going concern assessment. Management is required to assess its ability to continue as a going concern. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company has a history of recurring losses. The Company’s recurring losses from operations and net capital deficiency have been evaluated by management to determine if the significance of those conditions or events would limit its ability to meet its obligations when due. The operating loss realized for the three months ended March 31, 2020 was primarily a result of a marketing investment in customer growth, together with investments in people and technology as the Company continued to expand its operations. The operating loss realized in fiscal 2019 was primarily a result of investments in people, infrastructure for the Company’s technology platform, and operations expanding during fiscal 2019 with the acquisition of TheStreet, Inc. (“TheStreet”) and the licensing agreement for certain Sports Illustrated brands, along with continued costs based on the strategic growth plans in other verticals. As reflected in these condensed consolidated financial statements, the Company had revenues of $30,412,853 for the three months ended March 31, 2020, and experienced recurring net losses from operations, negative working capital, and negative operating cash flows. During the three months ended March 31, 2020, the Company incurred a net loss of $22,776,624, utilized cash in operating activities of $10,153,653, and as of March 31, 2020, had an accumulated deficit of $95,817,947. The Company has financed its working capital requirements since inception through the issuance of debt and equity securities. Additionally, as a result of the novel coronavirus (“COVID-19”) pandemic, the Company experienced a decline in traffic and advertising revenue in the first and second quarters of 2020. The Company implemented cost reduction measures in an effort to offset these declines. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues through the balance of 2020 and start of 2021. The Company expects a continued growth in advertising revenue back toward pre-pandemic levels, however, such growth depends on future developments, including the duration of COVID-19, future sport event advisories and restrictions, and the extent and effectiveness of containment actions taken. Management has evaluated whether relevant conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern. Substantial doubt exists when conditions and events, considered in the aggregate, indicate it is probable that a company will not be able to meet its obligations as they become due within one year after the issuance date of its financial statements. Management’s assessment is based on the relevant conditions that are known or reasonably knowable as of the date these condensed consolidated financial statements were issued or were available to be issued. Management’s assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective, and susceptible to change. The factors that the Company considered important in its going concern analysis, include, but are not limited to, its fiscal 2021 cash flow forecast and its fiscal 2021 operating budget. Management also considered the Company’s ability to repay its obligations through future equity and the implementation of cost reduction measures in effect to offset revenue and earnings declines from COVID-19. These factors consider information including, but not limited to, the Company’s financial condition, liquidity sources, obligations due within one year after the issuance date of these condensed consolidated financial statements, the funds necessary to maintain operations and financial conditions, including negative financial trends or other indicators of possible financial difficulty. In particular, the Company’s plan for the: (1) 2021 cash flow forecast, considered the use of its working capital line with FastPay (as described in Note 5) to fund changes in working capital, where the Company has available credit of approximately $10.1 million as of the issuance date of these condensed consolidated financial statements for the three months ended March 31, 2020, and that the Company does not anticipate the need for any further borrowings that are subject to the holders approval, from its Delayed Draw Term Note (as described in Note 8) where the Company may be permitted to borrow up to an additional $5,000,000; and (2) 2021 operating budget, considered that approximately sixty-five percent of the Company’s revenue is from recurring subscriptions, generally paid in advance, and that digital subscription revenue, that accounts for approximately thirty percent of subscription revenue, grew approximately thirty percent during 2020 demonstrating the strength of its premium brand, and the plan to continue to grow its subscription revenue from its acquisition of TheStreet and the launch of premium digital subscriptions from its Sports Illustrated licensed brands. The Company has considered both quantitative and qualitative factors as part of the assessment that are known or reasonably knowable as of the date these condensed consolidated financial statements were issued or were available to be issued and concluded that conditions and events considered in the aggregate, do not raise substantial doubt about the Company’s ability to continue as a going concern for a one-year period following the financial statement issuance date. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the fiscal 2020 presentation with no impact to previously reported earnings. |
Use of Estimates | Use of Estimates Preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for credit losses, fair values of financial instruments, capitalization of platform development, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, fair value of assets acquired and liabilities assumed in the business acquisitions, determination of the fair value of stock-based compensation and valuation of derivatives liabilities and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Contract Modifications | Contract Modifications The Company occasionally enters into amendments to previously executed contracts that constitute contract modifications. The Company assesses each of these contract modifications to determine: ● if the additional services and goods are distinct from the services and goods in the original arrangement; and ● if the amount of consideration expected for the added services or goods reflects the stand-alone selling price of those services and goods. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract and the creation of a new contract, or a cumulative catch-up basis (see Note 3 and Note 11). |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Loss Per Common Share | Loss per Common Share Basic loss per share is computed using the loss available to common stockholders over the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but is included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. All restricted stock units are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstance under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net income loss per common share, as their effect would have been anti-dilutive. As of March 31, 2020 2019 Series G Preferred Stock 188,791 188,791 Series H Preferred Stock 58,787,879 58,787,879 Series I Preferred Stock 46,200,000 - Series J Preferred Stock 28,571,428 - Indemnity shares of common stock 412,500 825,000 Restricted Stock Awards 1,991,665 4,214,997 Financing Warrants 2,882,055 3,949,018 ABG Warrants 21,989,844 - Channel Partner Warrants 939,540 939,540 Restricted Stock Units 2,399,997 2,399,997 Common Stock Awards 8,063,811 9,179,013 Common Equity Awards 77,106,507 - Outside Options 3,730,667 3,780,000 Total 253,264,684 84,264,235 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Net Income (Loss) Per Common Share | The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net income loss per common share, as their effect would have been anti-dilutive. As of March 31, 2020 2019 Series G Preferred Stock 188,791 188,791 Series H Preferred Stock 58,787,879 58,787,879 Series I Preferred Stock 46,200,000 - Series J Preferred Stock 28,571,428 - Indemnity shares of common stock 412,500 825,000 Restricted Stock Awards 1,991,665 4,214,997 Financing Warrants 2,882,055 3,949,018 ABG Warrants 21,989,844 - Channel Partner Warrants 939,540 939,540 Restricted Stock Units 2,399,997 2,399,997 Common Stock Awards 8,063,811 9,179,013 Common Equity Awards 77,106,507 - Outside Options 3,730,667 3,780,000 Total 253,264,684 84,264,235 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price | The composition of the preliminary purchase price is as follows: Cash $ 315,289 Indemnity restricted stock units for shares of common stock 500,000 Total purchase consideration $ 815,289 |
Summary of Price Allocation for Acquisition | The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Accounts receivable $ 37,908 Developed technology 917,762 Accounts payable (53,494 ) Unearned revenue (86,887 ) Net assets acquired $ 815,289 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Components Tables Abstract | |
Summary of Platform Development Costs | Platform Development As of March 31, December 31, Platform development $ 11,902,670 $ 10,678,692 Less accumulated amortization (5,706,797 ) (4,785,973 ) Net platform development $ 6,195,873 $ 5,892,719 |
Summary of Platform Development Cost Activity | A summary of platform development activity for the three months ended March 31, 2020 and year ended December 31, 2019 is as follows: As of March 31, December 31, Platform development beginning of period $ 10,678,692 $ 6,833,900 Payroll-based costs capitalized during the period 853,926 2,537,402 Total capitalized costs 11,532,618 9,371,302 Stock-based compensation 370,052 1,307,390 Platform development end of period $ 11,902,670 $ 10,678,692 |
Schedule of Intangible Assets Subjects to Amortization | Intangible Assets As of March 31, 2020 As of December 31, 2019 Carrying Accumulated Net Carrying Accumulated Net Developed technology $ 20,055,866 $ (5,209,664 ) $ 14,846,202 $ 19,138,104 $ (4,090,359 ) $ 15,047,745 Noncompete agreement 480,000 (312,000 ) 168,000 480,000 (252,000 ) 228,000 Trade name 3,328,000 (294,395 ) 3,033,605 3,328,000 (224,745 ) 3,103,255 Subscriber relationships 73,458,799 (7,217,138 ) 66,241,661 73,458,799 (3,587,837 ) 69,870,962 Advertiser relationships 2,240,000 (154,103 ) 2,085,897 2,240,000 (94,635 ) 2,145,365 Database 1,140,000 (246,183 ) 893,817 1,140,000 (151,183 ) 988,817 Subtotal amortizable intangible assets 100,702,665 (13,433,483 ) 87,269,182 99,784,903 (8,400,759 ) 91,384,144 Website domain name 20,000 - 20,000 20,000 - 20,000 Total intangible assets $ 100,722,665 $ (13,433,483 ) $ 87,289,182 $ 99,804,903 $ (8,400,759 ) $ 91,404,144 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Supplemental Information Related to Operating Leases | The table below presents supplemental information related to operating leases: Three Months Ended March 31, 2020 Operating cash flows for operating leases $ 639,061 Noncash lease liabilities arising from obtaining operating leased assets during the period $ 16,617,790 Weighted-average remaining lease term 11.05 years Weighted-average discount rate 13.40 % |
Summary of Maturity of Lease Liabilities | Maturities of operating lease liabilities as of March 31, 2020 are summarized as follows: Years Ending December 31, 2020 (remaining nine months of the year) $ 2,549,923 2021 3,804,853 2022 3,525,158 2023 3,528,696 2024 3,526,406 Thereafter 27,563,572 Minimum lease payments 44,498,608 Less imputed interest (23,065,693 ) Present value of operating lease liabilities $ 21,432,915 Current portion of operating lease liabilities $ 1,995,880 Long-term portion of operating lease liabilities 19,437,035 Total operating lease liabilities $ 21,432,915 |
Schedule of Future Minimum Operating Lease Payments | Future minimum lease payments under operating leases as of December 31, 2019, were as follows: Payments due by Year Total 2020 2021 2022 2023 2024 Thereafter Operating leases $ 6,132,252 $ 2,579,924 $ 685,111 $ 472,084 $ 486,247 $ 500,834 $ 1,408,052 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Warrant Derivative Liabilities | The following table presents the assumptions used for the warrant derivative liabilities under the Black-Scholes option-pricing model: As of March 31, 2020 As of December 31, 2019 Strome B. Riley Strome B. Riley Expected life 3.21 5.55 3.45 5.80 Risk-free interest rate 0.29 % 0.46 % 1.62 % 1.76 % Volatility factor 128.74 % 129.92 % 144.54 % 127.63 % Dividend rate 0 % 0 % 0 % 0 % Transaction date closing market price $ 0.77 $ 0.77 $ 0.80 $ 0.80 Exercise price $ 0.50 $ 1.00 $ 0.50 $ 1.00 |
Schedule of Valuation Activity for Warrants Accounted for Derivative Liability | The following table represents the carrying amounts and change in valuation for the Company’s warrants accounted for as a derivative liability and classified within Level 3 of the fair-value hierarchy: As of and Three Months Ended March 31, 2020 As of and Three Months Ended March 31, 2019 Carry Change in Carrying Carry Change in Carrying L2 Warrants $ - $ - $ - $ 418,214 $ 121,026 $ 539,240 Strome Warrants 1,036,687 (110,081 ) 926,606 587,971 170,144 758,115 B. Riley Warrants 607,513 (29,138 ) 578,375 358,050 84,525 442,575 Total $ 1,644,200 $ (139,219 ) $ 1,504,981 $ 1,364,235 $ 375,695 $ 1,739,930 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table summarizes the convertible debt: As of March 31, 2020 As of December 31, 2019 Principal Unamortized Carrying Principal Unamortized Carrying 12% Convertible Debentures, due on December 31, 2020 $ 17,633,158 $ (2,938,715 ) $ 14,694,443 $ 17,119,571 $ (3,880,609 ) $ 13,238,962 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The following table summarizes the long-term debt: As of March 31, 2020 As of December 31, 2019 Principal Unamortized Carrying Principal Unamortized Carrying 12% Second Amended Senior Secured Note, as amended, due on December 31, 2022 $ 51,435,626 $ (5,315,279 ) $ 46,120,347 $ 49,921,345 $ (5,911,600 ) $ 44,009,745 Delayed Draw Term Note, as amended, due on March 31, 2022 6,931,150 (881,227 ) 6,049,923 - - - Total $ 58,366,776 $ (6,196,506 ) $ 52,170,270 $ 49,921,345 $ (5,911,600 ) $ 44,009,745 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Financing Warrants Outstanding and Exercisable | The Financing Warrants outstanding and exercisable as of March 31, 2020 are summarized as follows: Outstanding Exercise Expiration Date Classified as Classified within (Shares) Total MDB Warrants $ 0.20 November 4, 2021 - 327,490 327,490 Strome Warrants 0.50 June 15, 2023 1,500,000 - 1,500,000 B. Riley Warrants 1.00 October 18, 2025 875,000 - 875,000 MDB Warrants 1.15 October 19, 2022 - 119,565 119,565 MDB Warrants 2.50 October 19, 2022 - 60,000 60,000 Total outstanding and exercisable 2,375,000 507,055 2,882,055 |
Compensation Plans (Tables)
Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation | Stock-based compensation and equity-based expense charged to operations or capitalized during the three months ended March 31, 2020 and 2019 are summarized as follows: Restricted Common Common Channel Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals During the Three Months Ended March 31, 2020 Cost of revenue $ 37,576 $ 69,796 $ 1,009,592 $ 1,206 $ 8,039 $ - $ 1,126,209 Selling and marketing 299,215 35,728 678,279 55,378 - - 1,068,600 General and administrative 22,920 171,672 755,247 55,183 - 360,289 1,365,311 Total costs charged to operations 359,711 277,196 2,443,118 111,767 8,039 360,289 3,560,120 Capitalized platform development 70,283 41,157 256,001 2,611 - - 370,052 Total stock-based compensation $ 429,994 $ 318,353 $ 2,699,119 $ 114,378 $ 8,039 $ 360,289 $ 3,930,172 During the Three Months Ended March 31, 2019 Cost of revenue $ 35,375 $ 20,219 $ - $ 1,129 $ 12,348 $ - $ 69,071 Selling and marketing 34,393 21,945 - 51,946 - - 108,284 General and administrative 715,637 404,430 892 21,313 - - 1,142,272 Total costs charged to operations 785,405 446,594 892 74,388 12,348 - 1,319,627 Capitalized platform development 137,956 29,992 - - - - 167,948 Total stock-based compensation $ 923,361 476,586 $ 892 $ 74,388 $ 12,348 $ - $ 1,487,575 |
Schedule of Unrecognized Compensation Expense | Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of March 31, 2020 was as follows: Restricted Common Common Channel Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Unrecognized compensation expense $ 1,314,792 $ 1,501,346 $ 27,525,363 $ 772,360 $ 6,100 $ 4,302,887 $ 35,422,848 Expected weighted-average period expected to be recognized (in years) 0.89 1.08 2.38 1.86 0.31 3.13 2.35 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides information about disaggregated revenue by product line, geographical market and timing of revenue recognition: As of March 31, 2020 2019 Revenue by product line: Advertising $ 11,837,984 $ 6,137,354 Digital subscriptions 5,537,247 51,913 Magazine circulation 12,537,532 - Other 500,090 84,696 Total $ 30,412,853 $ 6,273,963 Revenue by geographical market: United States $ 29,282,130 $ 6,273,963 Other 1,130,723 - Total $ 30,412,853 $ 6,273,963 Revenue by timing of recognition: At point in time $ 24,875,606 $ 6,222,050 Over time 5,537,247 51,913 Total $ 30,412,853 $ 6,273,963 |
Schedule of Contract with Customer, Asset and Liability | The following table provides information about contract balances: As of March 31, December 31, Unearned revenue (short-term contract liabilities): Digital subscriptions 11,070,739 $ 8,634,939 Magazine circulation 38,177,153 23,528,148 $ 49,247,892 $ 32,163,087 Unearned revenue (long-term contract liabilities): Digital subscriptions $ 1,244,706 $ 478,557 Magazine circulation 14,059,429 30,478,154 Other 215,000 222,500 $ 15,519,135 $ 31,179,211 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Liquidating Damages | The following table summarizes the contingent obligations with respect to the liquidated damages as of the date these condensed consolidated financial statements were issued or were available to be issued: Series I Preferred Stock Series J Preferred Stock Total Liquidated Damages Registration rights damages $ 69,300 $ 300,000 $ 369,300 Public information failure damages 138,600 360,000 498,600 Accrued interest 20,164 53,458 73,622 $ 228,064 $ 713,458 $ 941,522 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2019 | |
Revenues | $ 30,412,853 | $ 6,273,963 | ||
Net income loss | (22,776,624) | (8,934,980) | ||
Net operating activities | (10,153,653) | $ (1,202,177) | ||
Accumulated deficit | $ (95,817,947) | $ (73,041,323) | ||
Subsequent Event [Member] | ||||
Working capital | $ 10,100,000 | |||
Additional borrowings | $ 5,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Net Income (Loss) Per Common Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive securities excluded from computation of earnings per share amount | 253,264,684 | 84,264,235 |
Series G Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 188,791 | 188,791 |
Series H Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 58,787,879 | 58,787,879 |
Series I Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 46,200,000 | |
Series J Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 28,571,428 | |
Indemnity Shares of Common Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 412,500 | 825,000 |
Restricted Stock Awards [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 1,991,665 | 4,214,997 |
Financing Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,882,055 | 3,949,018 |
ABG Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 21,989,844 | |
Channel Partner Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 939,540 | 939,540 |
Restricted Stock Units [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,399,997 | 2,399,997 |
Common Stock Awards [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 8,063,811 | 9,179,013 |
Common Equity Awards [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 77,106,507 | |
Outside Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 3,730,667 | 3,780,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Mar. 09, 2020 | Feb. 19, 2020 | Mar. 31, 2020 |
Developed Technology [Member] | |||
Developed technology useful life | 5 years | ||
Petametrics Inc. [Member] | |||
Cash payment | $ 184,087 | ||
Petametrics Inc. [Member] | Closing [Member] | |||
Cash payment | $ 131,202 | ||
Petametrics Inc. [Member] | Second Anniversary Date [Member] | |||
Number of restricted common stock issued | 312,500 | ||
Petametrics Inc. [Member] | First Anniversary Date [Member] | |||
Number of restricted common stock issued | 312,500 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Price (Details) - USD ($) | Mar. 09, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | |||
Cash | $ 315,289 | $ 315,289 | |
Indemnity restricted stock units for shares of common stock | 500,000 | ||
Total purchase consideration | $ 815,289 |
Acquisitions - Summary of Price
Acquisitions - Summary of Price Allocation for Acquisition (Details | Mar. 09, 2020USD ($) |
Business Combinations [Abstract] | |
Accounts receivable | $ 37,908 |
Developed technology | 917,762 |
Accounts payable | (53,494) |
Unearned revenue | (86,887) |
Net assets acquired | $ 815,289 |
Balance Sheet Components (Detai
Balance Sheet Components (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Balance Sheet Components | |||
Allowance for doubtful accounts | $ 518,111 | $ 304,129 | |
Subscription acquisition costs | 6,269,758 | 3,142,580 | |
Subscription acquisition costs, net of current portion | 3,394,768 | $ 3,417,478 | |
Amortization expense | 920,824 | $ 587,470 | |
Amortization expense of intangible asset | 5,032,724 | 834,900 | |
Impairment charges |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Platform Development Costs (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Net platform development | $ 1,337,095 | $ 661,277 | |
Platform Development [Member] | |||
Platform development | 11,902,670 | 10,678,692 | $ 6,833,900 |
Less accumulated amortization | (5,706,797) | (4,785,973) | |
Net platform development | $ 6,195,873 | $ 5,892,719 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Platform Development Cost Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Stock-based compensation | $ 3,560,120 | $ 1,319,627 | |
Platform Development [Member] | |||
Platform development beginning of period | 10,678,692 | $ 6,833,900 | $ 6,833,900 |
Payroll-based costs capitalized during the period | 853,926 | 2,537,402 | |
Total capitalized costs | 11,532,618 | 9,371,302 | |
Stock-based compensation | 370,052 | 1,307,390 | |
Platform development end of period | $ 11,902,670 | $ 10,678,692 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Intangible Assets Subjects to Amortization (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Intangible assets, gross | $ 100,722,665 | $ 99,804,903 |
Intangible assets, accumulated amortization | (13,433,483) | (8,400,759) |
Intangible assets, net | 87,289,182 | 91,404,144 |
Developed Technology [Member] | ||
Intangible assets, gross | 20,055,866 | 19,138,104 |
Intangible assets, accumulated amortization | (5,209,664) | (4,090,359) |
Intangible assets, net | 14,846,202 | 15,047,745 |
Noncompete Agreement [Member] | ||
Intangible assets, gross | 480,000 | 480,000 |
Intangible assets, accumulated amortization | (312,000) | (252,000) |
Intangible assets, net | 168,000 | 228,000 |
Trade Name [Member] | ||
Intangible assets, gross | 3,328,000 | 3,328,000 |
Intangible assets, accumulated amortization | (294,395) | (224,745) |
Intangible assets, net | 3,033,605 | 3,103,255 |
Subscriber Relationships [Member] | ||
Intangible assets, gross | 73,458,799 | 73,458,799 |
Intangible assets, accumulated amortization | (7,217,138) | (3,587,837) |
Intangible assets, net | 66,241,661 | 69,870,962 |
Advertising Relationships [Member] | ||
Intangible assets, gross | 2,240,000 | 2,240,000 |
Intangible assets, accumulated amortization | (154,103) | (94,635) |
Intangible assets, net | 2,085,897 | 2,145,365 |
Database [Member] | ||
Intangible assets, gross | 1,140,000 | 1,140,000 |
Intangible assets, accumulated amortization | (246,183) | (151,183) |
Intangible assets, net | 893,817 | 988,817 |
Subtotal Amortizable Intangible Assets [Member] | ||
Intangible assets, gross | 100,702,665 | 99,784,903 |
Intangible assets, accumulated amortization | (13,433,483) | (8,400,759) |
Intangible assets, net | 87,269,182 | 91,384,144 |
Website Domain Name [Member] | ||
Intangible assets, gross | 20,000 | 20,000 |
Intangible assets, accumulated amortization | ||
Intangible assets, net | $ 20,000 | $ 20,000 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating lease costs | $ 1,037,904 | $ 130,952 |
Minimum [Member] | ||
Lease term | 1 year 6 months | |
Maximum [Member] | ||
Lease term | 12 years 9 months 18 days |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Operating Leases (Details) | 2 Months Ended |
Mar. 31, 2020USD ($) | |
Lessee Disclosure [Abstract] | |
Operating cash flows for operating leases | $ 639,061 |
Noncash lease liabilities arising from obtaining operating leased assets during the period | $ 16,617,790 |
Weighted-average remaining lease term | 11 years 18 days |
Weighted-average discount rate | 13.40% |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Lease Liabilities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Lessee Disclosure [Abstract] | ||
2020 | $ 2,549,923 | |
2021 | 3,804,853 | |
2022 | 3,525,158 | |
2023 | 3,528,696 | |
2024 | 3,526,406 | |
Thereafter | 27,563,572 | |
Minimum lease payments | 44,498,608 | |
Less imputed interest | (23,065,693) | |
Present value of operating lease liabilities | 21,432,915 | |
Current portion of operating lease liabilities | 1,995,880 | $ 2,203,474 |
Long-term portion of operating lease liabilities | 19,437,035 | $ 2,616,132 |
Total operating lease liabilities | $ 21,432,915 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Operating Lease Payments (Details) | Dec. 31, 2019USD ($) |
Lessee Disclosure [Abstract] | |
2020 | $ 2,579,924 |
2021 | 685,111 |
2022 | 472,084 |
2023 | 486,247 |
2024 | 500,834 |
Thereafter | 1,408,052 |
Operating leasefuture minimum payments due | $ 6,132,252 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | Feb. 27, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Financing and Security Agreement [Member] | |||
Line of credit | $ 5,415,914 | ||
Line of credit maturity date | Feb. 6, 2022 | ||
Line of credit , outstanding amount | $ 4,900,000 | ||
Financing and Security Agreement [Member] | LIBOR Rate Plus [Member] | |||
Line of credit interest rate | 8.50% | ||
FastPay Credit Facility [Member] | Financing and Security Agreement [Member] | |||
Line of credit | $ 15,000,000 | ||
Sallyport [Member] | |||
Receivable from related party | $ 626,532 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Change in valuation of warrant derivative liabilities | $ 139,219 | $ (375,695) | |
Change in valuation of embedded derivative liabilities | 1,621,000 | $ (2,383,000) | |
Level 3 [Member] | |||
Change in valuation of embedded derivative liabilities | $ 11,880,000 | $ 13,501,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of warrant derivative liabilities (Details) | Mar. 31, 2020Integer | Dec. 31, 2019Integer |
Expected Life [Member] | Strome Warrants [Member] | ||
Warrants term | 3 years 2 months 16 days | 3 years 5 months 12 days |
Expected Life [Member] | B. Riley Warrants [Member] | ||
Warrants term | 5 years 6 months 18 days | 5 years 9 months 18 days |
Measurement Input, Risk Free Interest Rate [Member] | Strome Warrants [Member] | ||
Warrants measurement input | 0.29 | 1.62 |
Measurement Input, Risk Free Interest Rate [Member] | B. Riley Warrants [Member] | ||
Warrants measurement input | 0.46 | 1.76 |
Volatility Factor [Member] | Strome Warrants [Member] | ||
Warrants measurement input | 128.74 | 144.54 |
Volatility Factor [Member] | B. Riley Warrants [Member] | ||
Warrants measurement input | 129.92 | 127.63 |
Dividend Rate [Member] | Strome Warrants [Member] | ||
Warrants measurement input | 0 | 0 |
Dividend Rate [Member] | B. Riley Warrants [Member] | ||
Warrants measurement input | 0 | 0 |
Transaction Date Closing Market Price [Member] | Strome Warrants [Member] | ||
Warrants measurement input | 0.77 | 0.80 |
Transaction Date Closing Market Price [Member] | B. Riley Warrants [Member] | ||
Warrants measurement input | 0.77 | 0.80 |
Exercise Price [Member] | Strome Warrants [Member] | ||
Warrants measurement input | 0.50 | 0.50 |
Exercise Price [Member] | B. Riley Warrants [Member] | ||
Warrants measurement input | 1 | 1 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Valuation Activity for Warrants Accounted for Derivative Liability (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
L2 Warrants [Member] | ||
Carrying value begining period | $ 418,214 | |
Change in valuation of warrant derivative liabilities | 121,026 | |
Carrying value at end of the period | 539,240 | |
Strome Warrants [Member] | ||
Carrying value begining period | 1,036,687 | 587,971 |
Change in valuation of warrant derivative liabilities | (110,081) | 170,144 |
Carrying value at end of the period | 926,606 | 758,115 |
B. Riley Warrants [Member] | ||
Carrying value begining period | 607,513 | 358,050 |
Change in valuation of warrant derivative liabilities | (29,138) | 84,525 |
Carrying value at end of the period | 578,375 | 442,575 |
Warrants [Member] | ||
Carrying value begining period | 1,644,200 | 1,364,235 |
Change in valuation of warrant derivative liabilities | (139,219) | 375,695 |
Carrying value at end of the period | $ 1,504,981 | $ 1,739,930 |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) - USD ($) | Apr. 08, 2019 | Mar. 27, 2019 | Mar. 18, 2019 | Dec. 12, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | |||||||||
Debt interest rate | 12.00% | 12.00% | 12.00% | ||||||
Debt conversion description | The debentures are subject to the Company receiving shareholder approval to increase its authorized shares of common stock, principal on the 12% Convertible Debentures are convertible into shares of common stock, at the option of the investor at any time prior to December 31, 2020, at a per share conversion price (the debentures issued in 2018 have a conversion price of $0.33 per share and the debentures issued in 2019 have a conversion price of $0.40 per share), subject to adjustment for stock splits, stock dividends and similar transactions, and beneficial ownership blocker provisions. | ||||||||
Coversion price | $ 0.40 | $ 0.33 | |||||||
Proceeds from convertible debt | $ 100,000 | $ 318,000 | $ 1,696,000 | $ 13,091,528 | $ 1,900,000 | ||||
Debt converted into shares | 250,000 | 795,000 | 4,240,000 | 39,671,297 |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Convertible Debt (Details) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Unamortized debt discount | $ (6,196,506) | $ (5,911,600) | |
12% Convertible Debenture [Member] | |||
Principal amount of debt | $ 17,633,158 | 17,119,571 | |
Unamortized debt discount | (2,938,715) | (3,880,609) | |
Carrying value | $ 14,694,443 | $ 13,238,962 |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - USD ($) | Mar. 24, 2020 | Feb. 27, 2020 | Aug. 27, 2019 | Jun. 14, 2019 | Jun. 10, 2019 | Jun. 10, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | ||||||
Delayed Draw Term Note [Member] | |||||||||
Debt maturity date | Mar. 31, 2022 | ||||||||
12% Senior Secured Note [Member] | |||||||||
Debt maturity date | Jul. 31, 2019 | ||||||||
Proceeds from issuance of debt | $ 20,000,000 | ||||||||
12% Senior Secured Note [Member] | Amended and Restated Note Purchase Agreement [Member] | |||||||||
Debt maturity date | Jun. 14, 2022 | ||||||||
Proceeds from issuance of debt | $ 48,000,000 | $ 68,000,000 | |||||||
12% Second Amended Senior Secured Notes [Member] | |||||||||
Debt maturity date | Dec. 31, 2022 | ||||||||
Proceeds from issuance of debt | $ 3,000,000 | $ 3,000,000 | |||||||
12% Second Amended Senior Secured Notes [Member] | Delayed Draw Term Note [Member] | |||||||||
Debt maturity date | Mar. 31, 2021 | ||||||||
Proceeds from issuance of debt | $ 6,913,865 | ||||||||
Principal amount of debt | $ 12,000,000 | ||||||||
Debt instrument interest rate | 15.00% | ||||||||
Legal fees | $ 793,109 | ||||||||
Net proceeds from issuance of debt | 6,000,000 | ||||||||
12% Second Amended Senior Secured Notes [Member] | Delayed Draw Term Note [Member] | Maximum [Member] | |||||||||
Principal amount of debt | $ 8,000,000 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long Term Debt (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Principal Balance (including accrued interest) | $ 58,366,776 | $ 49,921,345 |
Unamortized discount and debt issuance cost | (6,196,506) | (5,911,600) |
Carrying value | 52,170,270 | 44,009,745 |
Delayed Draw Term Note [Member] | ||
Principal Balance (including accrued interest) | 6,931,150 | |
Unamortized discount and debt issuance cost | (881,227) | |
Carrying value | 6,049,923 | |
12% Second Amended Senior Secured Notes [Member] | ||
Principal Balance (including accrued interest) | 51,435,626 | 49,921,345 |
Unamortized discount and debt issuance cost | (5,315,279) | (5,911,600) |
Carrying value | $ 46,120,347 | $ 44,009,745 |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Long Term Debt (Details) (Parenthetical) | Mar. 24, 2020 | Dec. 31, 2020 |
Delayed Draw Term Note [Member] | ||
Debt maturity date | Mar. 31, 2022 | |
12% Second Amended Senior Secured Notes [Member] | ||
Debt maturity date | Dec. 31, 2022 | |
12% Second Amended Senior Secured Notes [Member] | Delayed Draw Term Note [Member] | ||
Debt maturity date | Mar. 31, 2021 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Common stock authorized | 1,000,000,000 | 1,000,000,000 |
Common stock par value | $ 0.01 | $ 0.01 |
Shares issued price per share | $ 0.77 | |
Money Stock Warrants [Member] | ||
Fair value of warrants | $ 591,669 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Financing Warrants Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Financing Warrants Classified as Derivative Liabilities (Shares) | 2,375,000 |
Financing Warrants Classified within Stockholders' Equity (Shares) | 507,055 |
Total Exercisable Financing Warrants (Shares) | 2,882,055 |
MDB Warrants [Member] | |
Financing Warrants Exercise Price | $ / shares | $ 0.20 |
Financing Warrants Expiration Date | Nov. 4, 2021 |
Financing Warrants Classified as Derivative Liabilities (Shares) | |
Financing Warrants Classified within Stockholders' Equity (Shares) | 327,490 |
Total Exercisable Financing Warrants (Shares) | 327,490 |
Strome Warrants [Member] | |
Financing Warrants Exercise Price | $ / shares | $ 0.50 |
Financing Warrants Expiration Date | Jun. 15, 2023 |
Financing Warrants Classified as Derivative Liabilities (Shares) | 1,500,000 |
Financing Warrants Classified within Stockholders' Equity (Shares) | |
Total Exercisable Financing Warrants (Shares) | 1,500,000 |
B. Riley Warrants [Member] | |
Financing Warrants Exercise Price | $ / shares | $ 1 |
Financing Warrants Expiration Date | Oct. 18, 2025 |
Financing Warrants Classified as Derivative Liabilities (Shares) | 875,000 |
Financing Warrants Classified within Stockholders' Equity (Shares) | |
Total Exercisable Financing Warrants (Shares) | 875,000 |
MDB Warrants One [Member] | |
Financing Warrants Exercise Price | $ / shares | $ 1.15 |
Financing Warrants Expiration Date | Oct. 19, 2022 |
Financing Warrants Classified as Derivative Liabilities (Shares) | |
Financing Warrants Classified within Stockholders' Equity (Shares) | 119,565 |
Total Exercisable Financing Warrants (Shares) | 119,565 |
MDB Warrants Two [Member] | |
Financing Warrants Exercise Price | $ / shares | $ 2.50 |
Financing Warrants Expiration Date | Oct. 19, 2022 |
Financing Warrants Classified as Derivative Liabilities (Shares) | |
Financing Warrants Classified within Stockholders' Equity (Shares) | 60,000 |
Total Exercisable Financing Warrants (Shares) | 60,000 |
Compensation Plans - Summary of
Compensation Plans - Summary of Stock-based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cost of revenue | $ 26,738,833 | $ 5,652,565 |
Selling and marketing | 9,359,938 | 1,149,292 |
General and administrative | 10,410,205 | 4,225,253 |
Total stock based compensation | 3,560,120 | 1,319,627 |
Stock-based Compensation [Member] | ||
Cost of revenue | 1,126,209 | 69,071 |
Selling and marketing | 1,068,600 | 108,284 |
General and administrative | 1,365,311 | 1,142,272 |
Total costs charged to operations | 3,560,120 | 1,319,627 |
Capitalized platform development | 370,052 | 167,948 |
Total stock based compensation | 3,930,172 | 1,487,575 |
Stock-based Compensation [Member] | ABG Warrants [Member] | ||
Cost of revenue | ||
Selling and marketing | ||
General and administrative | 360,289 | |
Total costs charged to operations | 360,289 | |
Capitalized platform development | ||
Total stock based compensation | 260,289 | |
Restricted Stock Awards [Member] | Stock-based Compensation [Member] | ||
Cost of revenue | 37,576 | 35,375 |
Selling and marketing | 299,215 | 34,393 |
General and administrative | 22,920 | 715,637 |
Total costs charged to operations | 359,711 | 785,405 |
Capitalized platform development | 70,283 | 137,956 |
Total stock based compensation | 429,994 | 923,361 |
Common Stock Awards [Member] | Stock-based Compensation [Member] | ||
Cost of revenue | 69,796 | 20,219 |
Selling and marketing | 35,728 | 21,945 |
General and administrative | 171,672 | 404,430 |
Total costs charged to operations | 277,196 | 446,594 |
Capitalized platform development | 41,157 | 29,992 |
Total stock based compensation | 318,353 | 476,586 |
Common Equity Awards [Member] | Stock-based Compensation [Member] | ||
Cost of revenue | 1,009,592 | |
Selling and marketing | 678,279 | |
General and administrative | 755,247 | 892 |
Total costs charged to operations | 2,443,118 | 892 |
Capitalized platform development | 256,001 | |
Total stock based compensation | 2,699,119 | 892 |
Outside Options [Member] | Stock-based Compensation [Member] | ||
Cost of revenue | 1,206 | 1,129 |
Selling and marketing | 55,378 | 51,946 |
General and administrative | 55,183 | 21,313 |
Total costs charged to operations | 111,767 | 74,388 |
Capitalized platform development | 2,611 | |
Total stock based compensation | $ 114,378 | $ 74,388 |
Compensation Plans - Schedule o
Compensation Plans - Schedule of Unrecognized Compensation Expense (Details) - Stock-based Compensation [Member] | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Unrecognized compensation expense | $ 35,836,446 |
Expected weighted-average period expected to be recognized (in years) | 2 years 4 months 2 days |
Channel Partner Warrants [Member] | |
Unrecognized compensation expense | $ 6,100 |
Expected weighted-average period expected to be recognized (in years) | 3 months 22 days |
ABG Warrants [Member] | |
Unrecognized compensation expense | $ 4,302,887 |
Expected weighted-average period expected to be recognized (in years) | 3 years 1 month 16 days |
Restricted Stock Awards [Member] | |
Unrecognized compensation expense | $ 1,304,137 |
Expected weighted-average period expected to be recognized (in years) | 1 year 1 month 24 days |
Common Stock Awards [Member] | |
Unrecognized compensation expense | $ 1,854,025 |
Expected weighted-average period expected to be recognized (in years) | 1 year |
Common Equity Awards [Member] | |
Unrecognized compensation expense | $ 27,525,363 |
Expected weighted-average period expected to be recognized (in years) | 2 years 4 months 17 days |
Outside Options [Member] | |
Unrecognized compensation expense | $ 843,934 |
Expected weighted-average period expected to be recognized (in years) | 1 year 8 months 12 days |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) | Mar. 31, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Unearned revenue | $ 8,810,987 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total revenue | $ 30,412,853 | $ 6,273,963 |
At Point in Time [Member] | ||
Total revenue | 24,875,606 | 6,222,050 |
Over Time [Member] | ||
Total revenue | 5,537,247 | 51,913 |
United States [Member] | ||
Total revenue | 29,282,130 | 6,273,963 |
Other [Member] | ||
Total revenue | 1,130,723 | |
Advertising [Member] | ||
Total revenue | 11,837,984 | 6,137,354 |
Digital Subscriptions [Member] | ||
Total revenue | 5,537,247 | 51,913 |
Magazine Circulation [Member] | ||
Total revenue | 12,537,532 | |
Other [Member] | ||
Total revenue | $ 500,090 | $ 84,696 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Unearned revenues | $ 49,247,892 | $ 32,163,087 |
Unearned revenues, net of current portion | 15,519,135 | 31,179,211 |
Magazine Circulation [Member] | ||
Unearned revenues | 36,557,301 | 23,528,148 |
Unearned revenues, net of current portion | 13,525,646 | 30,478,154 |
Other [Member] | ||
Unearned revenues, net of current portion | 215,000 | 222,500 |
Digital Subscriptions [Member] | ||
Unearned revenues | 11,070,815 | 8,634,939 |
Unearned revenues, net of current portion | $ 1,244,706 | $ 478,557 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue guarantee description | These arrangements generally guarantee the publisher a monthly amount of income for a period of 12 to 24 months from inception of the publisher contract that is the greater of (a) a fixed monthly minimum, or (b) the calculated earned revenue share. | |
Revenue | $ 30,412,853 | $ 6,273,963 |
Revenue Guarantee [Member] | ||
Revenue | $ 2,374,087 | $ 1,254,992 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Liquidating Damages (Details) - Contingent Obligations [Member] | Mar. 31, 2020USD ($) |
Registration Rights Damages | $ 369,300 |
Public Information Failure Damages | 498,600 |
Accrued interest | 73,622 |
Totals | 941,522 |
Series I Preferred Stock [Member] | |
Registration Rights Damages | 69,300 |
Public Information Failure Damages | 138,600 |
Accrued interest | 20,164 |
Totals | 228,064 |
Series J Preferred Stock [Member] | |
Registration Rights Damages | 300,000 |
Public Information Failure Damages | 360,000 |
Accrued interest | 53,458 |
Totals | $ 713,458 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 04, 2021 | Apr. 02, 2021 | Feb. 28, 2021 | Feb. 18, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | Oct. 31, 2020 | Oct. 30, 2020 | Oct. 23, 2020 | Sep. 04, 2020 | Aug. 20, 2020 | Aug. 20, 2020 | Apr. 06, 2020 | Apr. 08, 2019 | Mar. 27, 2019 | Mar. 18, 2019 | Dec. 12, 2018 | Nov. 11, 2020 | Apr. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 18, 2021 | Dec. 18, 2020 | Apr. 03, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Conversion price per share | $ 0.40 | $ 0.33 | |||||||||||||||||||||||||
Shares issued upon conversion of debt | 250,000 | 795,000 | 4,240,000 | 39,671,297 | |||||||||||||||||||||||
Share issued price per share | $ 0.77 | ||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||
Restricted cash | $ 1,000,809 | $ 620,809 | |||||||||||||||||||||||||
Remaining outstanding balance | $ 44,498,608 | ||||||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||||||||||||||||||||
Delayed DrawTerm Note [Member] | |||||||||||||||||||||||||||
Debt maturity date | Mar. 31, 2022 | ||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Number of shares vested | 1,064,549 | ||||||||||||||||||||||||||
Purchase price per share | $ 4 | ||||||||||||||||||||||||||
Working capital | $ 10,100,000 | ||||||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Surrender Agreement [Member] | |||||||||||||||||||||||||||
Share issued price per share | $ 1 | ||||||||||||||||||||||||||
Restricted cash | $ 500,000 | ||||||||||||||||||||||||||
Monthly lease payments | 68,868 | ||||||||||||||||||||||||||
Remaining outstanding balance | $ 1,239,624 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Series J Preferred Stock [Member] | Purchase Agreements [Member] | |||||||||||||||||||||||||||
Until paid interest rate percentage | 1.00% | ||||||||||||||||||||||||||
Subsequent Event [Member] | Series K Preferred Stock [Member] | |||||||||||||||||||||||||||
Preferred stock shares designated | 20,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Series K Preferred Stock [Member] | Purchase Agreements [Member] | |||||||||||||||||||||||||||
Until paid interest rate percentage | 1.00% | ||||||||||||||||||||||||||
Subsequent Event [Member] | Series L Preferred Stock [Member] | |||||||||||||||||||||||||||
Share issued price per share | $ 1 | ||||||||||||||||||||||||||
Preferred stock voting rights | 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company's common stock. The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company's common stock are converted or exchanged, the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company's common stock. | ||||||||||||||||||||||||||
Subsequent Event [Member] | Series L Preferred Stock [Member] | Purchase Agreements [Member] | |||||||||||||||||||||||||||
Share issued price per share | $ 4 | ||||||||||||||||||||||||||
Preferred stock stated value | $ 0.01 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | Series H Preferred Stock [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ 0.33 | $ 0.33 | |||||||||||||||||||||||||
Number of shares issued during period, shares | 108 | ||||||||||||||||||||||||||
Shares issued during the period deemed null and void | 2,145 | ||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||
Conversion of stock | 327,273 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 130,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | James Heckman [Member] | Series H Preferred Stock [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ 0.33 | ||||||||||||||||||||||||||
Note payable | $ 389,000 | ||||||||||||||||||||||||||
Number of shares issued during period, shares | 389 | ||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | ||||||||||||||||||||||||||
Conversion of stock | 1,178,787 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Two Accredited Investors [Member] | Series J Preferred Stock [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ 0.70 | ||||||||||||||||||||||||||
Number of shares issued during period, shares | 10,500 | ||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | ||||||||||||||||||||||||||
Conversion of stock | 15,013,072 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 6,000,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Accredited Investors [Member] | Series K Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Debt principal amount | $ 3,400,000 | ||||||||||||||||||||||||||
Conversion price per share | $ 0.40 | ||||||||||||||||||||||||||
Number of shares issued during period, shares | 18,042 | ||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 18,042,000 | ||||||||||||||||||||||||||
Common stock shares issuable upon conversion | 45,105,000 | ||||||||||||||||||||||||||
Cash fee paid | $ 560,500 | ||||||||||||||||||||||||||
Working capital | 11,500,000 | ||||||||||||||||||||||||||
Payments for prior investment | $ 2,600,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Series H Preferred Stock [Member] | |||||||||||||||||||||||||||
Liquidated damages percentage | 1.00% | ||||||||||||||||||||||||||
Until paid interest rate percentage | 1.00% | ||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Series J Preferred Stock [Member] | Purchase Agreements [Member] | |||||||||||||||||||||||||||
Liquidated damages percentage | 1.00% | ||||||||||||||||||||||||||
Percentage of aggregate amount invested | 6.00% | ||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Series K Preferred Stock [Member] | Purchase Agreements [Member] | |||||||||||||||||||||||||||
Liquidated damages percentage | 1.00% | ||||||||||||||||||||||||||
Percentage of aggregate amount invested | 6.00% | ||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Convertible Debentures [Member] | |||||||||||||||||||||||||||
Debt principal amount | $ 18,104,949 | $ 18,104,949 | |||||||||||||||||||||||||
Shares issued upon conversion of debt | 53,887,470 | ||||||||||||||||||||||||||
Repayments of debt | $ 1,130,903 | ||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Convertible Debentures [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ 0.33 | $ 0.33 | |||||||||||||||||||||||||
Subsequent Event [Member] | 12% Convertible Debentures [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||
Subsequent Event [Member] | 12% Amended Senior Secured Notes [Member] | |||||||||||||||||||||||||||
Debt principal amount | $ 4,300,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Amended Senior Secured Notes [Member] | Delayed DrawTerm Note [Member] | |||||||||||||||||||||||||||
Debt principal amount | $ 3,295,505 | ||||||||||||||||||||||||||
Shares issued upon conversion of debt | 3,367,000 | ||||||||||||||||||||||||||
Accrued interest | $ 71,495 | ||||||||||||||||||||||||||
In-kind interest | 700,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Amended Senior Secured Notes [Member] | B. Riley [Member] | |||||||||||||||||||||||||||
Line of credit | $ 56,300,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Amended Senior Secured Notes [Member] | B. Riley [Member] | Interest and Unpaid Accrued Interest [Member] | |||||||||||||||||||||||||||
Share issued price per share | $ 0.40 | ||||||||||||||||||||||||||
Accrued interest | $ 330,000 | ||||||||||||||||||||||||||
Debt maturity date | Mar. 31, 2022 | ||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Amended Senior Secured Notes [Member] | B. Riley [Member] | Principal Outstanding [Member] | |||||||||||||||||||||||||||
Line of credit | $ 48,800,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Amended Senior Secured Notes [Member] | B. Riley [Member] | Payment-in-Kind of Interest [Member] | |||||||||||||||||||||||||||
Line of credit | $ 420,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Payroll Protection Program Loan [Member] | |||||||||||||||||||||||||||
Debt maturity date | Apr. 6, 2022 | ||||||||||||||||||||||||||
Proceeds from notes | $ 5,700,000 | ||||||||||||||||||||||||||
Debt instrument interest rate | 0.98% | ||||||||||||||||||||||||||
Note payable | $ 5,702,725 | ||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||
Stock options, shares authorized | 185,000,000 | 26,200,000 | 85,000,000 | ||||||||||||||||||||||||
Share based payments, stocks granted during period | 11,158,049 | ||||||||||||||||||||||||||
Share based payments, stocks granted outstanding during period | 84,207,987 | ||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | Non Qualified Stock Options [Member] | |||||||||||||||||||||||||||
Number of shares common stock options, granted | 11,158,049 | 11,158,049 | |||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | Restricted Stock Awards [Member] | |||||||||||||||||||||||||||
Number of shares common stock options, granted | 26,048,781 | 26,048,781 |