Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-12471 | |
Entity Registrant Name | THEMAVEN, INC. | |
Entity Central Index Key | 0000894871 | |
Entity Tax Identification Number | 68-0232575 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 200 Vesey Street | |
Entity Address, Address Line Two | 24 th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10281 | |
City Area Code | 212 | |
Local Phone Number | 321-5002 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 264,202,421 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 8,227,840 | $ 9,033,872 |
Restricted cash | 500,809 | 500,809 |
Accounts receivable, net | 19,519,147 | 16,497,626 |
Subscription acquisition costs, current portion | 31,257,268 | 28,146,895 |
Royalty fees, current portion | 15,000,000 | 15,000,000 |
Prepayments and other current assets | 4,875,177 | 4,667,263 |
Total current assets | 79,380,241 | 73,846,465 |
Property and equipment, net | 668,663 | 1,129,438 |
Operating lease right-of-use assets | 2,048,900 | 18,292,196 |
Platform development, net | 8,011,707 | 7,355,608 |
Royalty fees, net of current portion | 11,250,000 | |
Subscription acquisition costs, net of current portion | 18,682,545 | 13,358,585 |
Acquired and other intangible assets, net | 57,817,905 | 71,501,835 |
Other long-term assets | 692,021 | 1,330,812 |
Goodwill | 22,861,872 | 16,139,377 |
Total assets | 190,163,854 | 214,204,316 |
Current liabilities: | ||
Accounts payable | 9,443,576 | 8,228,977 |
Accrued expenses and other | 21,287,989 | 14,718,193 |
Line of credit | 6,705,391 | 7,178,791 |
Unearned revenue | 71,305,655 | 61,625,676 |
Subscription refund liability | 4,379,364 | 4,035,531 |
Operating lease liabilities | 282,011 | 1,059,671 |
Liquidated damages payable | 11,765,706 | 9,568,091 |
Current portion of long-term debt | 4,565,982 | |
Warrant derivative liabilities | 651,083 | 1,147,895 |
Total current liabilities | 130,386,757 | 107,562,825 |
Unearned revenue, net of current portion | 19,207,736 | 23,498,597 |
Restricted stock liabilities, net of current portion | 521,621 | 1,995,810 |
Operating lease liabilities, net of current portion | 1,972,165 | 19,886,083 |
Other long-term liabilities | 8,072,442 | 753,365 |
Deferred tax liabilities | 577,960 | 210,832 |
Long-term debt, net of current portion | 58,718,289 | 62,194,272 |
Total liabilities | 219,456,970 | 216,101,784 |
Commitments and contingencies (Note 14) | ||
Mezzanine equity: | ||
Total mezzanine equity | 18,365,992 | 18,415,992 |
Stockholders’ deficiency: | ||
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 264,246,777 and 229,085,167 shares at September 30, 2021 and December 31, 2020, respectively | 2,642,467 | 2,290,851 |
Common stock to be issued | 10,809 | 10,809 |
Additional paid-in capital | 182,787,419 | 139,658,166 |
Accumulated deficit | (233,099,803) | (162,273,286) |
Total stockholders’ deficiency | (47,659,108) | (20,313,460) |
Total liabilities, mezzanine equity and stockholders’ deficiency | 190,163,854 | 214,204,316 |
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 | $ 18,197,496 | $ 18,247,496 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 264,246,777 | 229,085,167 |
Common stock, shares outstanding | 264,246,777 | 229,085,167 |
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 | |
Temporary equity, liquidation preference per share value | $ 1,000 | |
Temporary equity, shares authorized | 23,000 | |
Temporary equity, liquidation preference value | $ 19,546,000 | $ 19,596,000 |
Temporary equity, shares outstanding | 19,546 | 19,596 |
Temporary equity, common shares issuable upon conversion | 59,243,926 | 59,395,476 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 59,573,508 | $ 32,089,993 | $ 127,935,501 | $ 85,593,786 |
Cost of revenue (includes amortization of developed technology and platform development for three months ended 2021 and 2020 of $2,241,243 and $2,089,286, respectively, and for nine months ended 2021 and 2020 of $6,565,600 and $6,348,619, respectively) | 32,173,859 | 24,708,941 | 83,978,050 | 76,321,953 |
Gross profit | 27,399,649 | 7,381,052 | 43,957,451 | 9,271,833 |
Operating expenses | ||||
Selling and marketing | 22,712,193 | 9,928,901 | 55,122,357 | 27,698,182 |
General and administrative | 23,023,883 | 7,172,175 | 44,230,360 | 24,852,891 |
Depreciation and amortization | 4,055,432 | 4,053,184 | 11,981,998 | 12,276,990 |
Total operating expenses | 49,791,508 | 21,154,260 | 111,334,715 | 64,828,063 |
Loss from operations | (22,391,859) | (13,773,208) | (67,377,264) | (55,556,230) |
Other (expense) income | ||||
Change in valuation of warrant derivative liabilities | 801,755 | (517,405) | 496,812 | (134,910) |
Change in valuation of embedded derivative liabilities | (2,370,000) | 2,173,000 | ||
Interest expense | (2,512,637) | (4,253,180) | (7,695,317) | (12,169,315) |
Interest income | 1,116 | 471 | 4,499 | |
Liquidated damages | (833,612) | (319,903) | (2,197,615) | (1,487,577) |
Other expenses | (31,851) | (31,851) | ||
Gain upon debt extinguishment | 5,716,697 | |||
Total other expense | (2,544,494) | (7,491,223) | (3,678,952) | (11,646,154) |
Loss before income taxes | (24,936,353) | (21,264,431) | (71,056,216) | (67,202,384) |
Income taxes | 229,699 | 229,699 | ||
Net loss | (24,706,654) | (21,264,431) | (70,826,517) | (67,202,384) |
Deemed dividend on Series H convertible preferred stock | (132,663) | (132,663) | ||
Net loss attributable to common stockholders | $ (24,706,654) | $ (21,397,094) | $ (70,826,517) | $ (67,335,047) |
Basic and diluted net loss per common stock | $ (0.10) | $ (0.55) | $ (0.29) | $ (1.72) |
Weighted average number of common stock outstanding – basic and diluted | 252,811,058 | 39,186,432 | 244,209,151 | 39,177,864 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Cost, Amortization | $ 2,241,243 | $ 2,089,286 | $ 6,565,600 | $ 6,348,619 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Beginning balance, value | $ (32,437,540) | $ (40,243,558) | $ (20,313,460) | $ (74,574,520) | $ (55,583,917) | $ (37,067,984) | $ (20,313,460) | $ (37,067,984) |
Issuance of restricted stock awards to the board of directors | 502,500 | |||||||
Repurchase of restricted stock classified as liabilities | ||||||||
Issuance of restricted stock in connection with the acquisition of The Spun | ||||||||
Cashless exercise of common stock options | ||||||||
Common stock withheld for taxes | (29,118) | (41,120) | (40,957) | (112,340) | (169,481) | |||
Proceeds from common stock private placement | 19,837,757 | |||||||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | 500,000 | |||||||
Issuance of common stock in connection with professional services | 125,000 | 125,000 | ||||||
Issuance of common stock upon conversion of Series H convertible preferred stock | 50,000 | 300,000 | ||||||
Issuance of common stock upon vesting of restricted stock units | ||||||||
Forfeiture of unvested restricted stock awards | ||||||||
Issuance of common stock in connection with the acquisition of Say Media | ||||||||
Beneficial conversion feature on Series H convertible preferred stock | 132,663 | |||||||
Deemed dividend on Series H convertible preferred stock | (132,663) | |||||||
Stock-based compensation | 8,961,704 | 8,665,939 | 5,408,207 | 4,231,878 | 4,283,066 | 3,930,172 | ||
Net loss | (24,706,654) | (20,656,558) | (25,463,305) | (21,264,431) | (23,161,329) | (22,776,624) | (70,826,517) | (67,202,384) |
Ending balance, value | (47,659,108) | (32,437,540) | (40,243,558) | (91,348,030) | (74,574,520) | (55,583,917) | (47,659,108) | (91,348,030) |
Common Stock [Member] | ||||||||
Beginning balance, value | $ 2,631,757 | $ 2,303,264 | $ 2,290,851 | $ 385,902 | $ 374,746 | $ 371,190 | $ 2,290,851 | $ 371,190 |
Beginning balance, shares | 263,175,743 | 230,326,425 | 229,085,167 | 38,590,363 | 37,474,736 | 37,119,117 | 229,085,167 | 37,119,117 |
Issuance of restricted stock awards to the board of directors | $ 7,500 | $ 822 | $ 8,052 | $ 5,625 | ||||
Issuance of restricted stock awards to the board of directors, shares | 750,000 | 82,158 | 805,165 | 562,500 | ||||
Repurchase of restricted stock classified as liabilities | $ (1,331) | $ (1,331) | $ (1,331) | |||||
Repurchase of restricted stock classified as liabilities, shares | (133,068) | (133,068) | (133,068) | |||||
Issuance of restricted stock in connection with the acquisition of The Spun | $ 42,857 | |||||||
Issuance of restricted stock in connection with the acquisition of The Spun, shares | 4,285,714 | |||||||
Cashless exercise of common stock options | $ 849 | |||||||
Cashless exercise of common stock, shares | 84,891 | |||||||
Common stock withheld for taxes | $ (469) | $ (490) | $ (586) | $ (2,348) | $ (2,069) | |||
Common stock withheld for taxes, shares | (46,856) | (49,952) | (58,628) | (234,767) | (206,881) | |||
Proceeds from common stock private placement | $ 285,786 | |||||||
Proceeds from common stock private placement, shares | 28,578,575 | |||||||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | $ 2,567 | |||||||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter, Shares | 256,661 | |||||||
Issuance of common stock in connection with professional services | $ 3,125 | |||||||
Issuance of common stock in connection with professional services, shares | 312,500 | |||||||
Issuance of common stock upon conversion of Series H convertible preferred stock | $ 1,515 | $ 9,091 | ||||||
Issuance of common stock upon conversion of Series H convertible preferred stock, shares | 151,515 | 909,090 | ||||||
Issuance of common stock upon vesting of restricted stock units | $ 5,000 | |||||||
Issuance of common stock in connection with vesting of restricted stock units, shares | 500,000 | |||||||
Forfeiture of unvested restricted stock awards | $ (1,505) | |||||||
Forfeiture of unvested restricted stock awards, shares | 150,557 | |||||||
Issuance of common stock in connection with the acquisition of Say Media | $ 11,074 | $ 13,504 | ||||||
Issuance of common stock in connection with the acquisition of Say Media, shares | 1,107,378 | 1,350,394 | ||||||
Beneficial conversion feature on Series H convertible preferred stock | ||||||||
Deemed dividend on Series H convertible preferred stock | ||||||||
Stock-based compensation | ||||||||
Net loss | ||||||||
Forfeiture of unvested restricted stock awards, shares | (150,557) | |||||||
Ending balance, value | $ 2,642,467 | $ 2,631,757 | $ 2,303,264 | $ 405,481 | $ 385,902 | $ 374,746 | $ 2,642,467 | $ 405,481 |
Ending balance, shares | 264,246,777 | 263,175,743 | 230,326,425 | 40,548,203 | 38,590,363 | 37,474,736 | 264,246,777 | 40,548,203 |
Common Stock to be Issued [Member] | ||||||||
Beginning balance, value | $ 10,809 | $ 10,809 | $ 10,809 | $ 25,879 | $ 39,383 | $ 39,383 | $ 10,809 | $ 39,383 |
Beginning balance, shares | 1,080,930 | 1,080,930 | 1,080,930 | 2,587,893 | 3,938,287 | 3,938,287 | 1,080,930 | 3,938,287 |
Issuance of restricted stock awards to the board of directors | ||||||||
Repurchase of restricted stock classified as liabilities | ||||||||
Issuance of restricted stock in connection with the acquisition of The Spun | ||||||||
Cashless exercise of common stock options | ||||||||
Common stock withheld for taxes | ||||||||
Proceeds from common stock private placement | ||||||||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | ||||||||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter, Shares | ||||||||
Issuance of common stock in connection with professional services | ||||||||
Issuance of common stock upon conversion of Series H convertible preferred stock | ||||||||
Issuance of common stock upon vesting of restricted stock units | ||||||||
Forfeiture of unvested restricted stock awards | ||||||||
Issuance of common stock in connection with the acquisition of Say Media | $ (11,074) | $ (13,504) | ||||||
Issuance of common stock in connection with the acquisition of Say Media, shares | (1,107,378) | (1,350,394) | ||||||
Beneficial conversion feature on Series H convertible preferred stock | ||||||||
Deemed dividend on Series H convertible preferred stock | ||||||||
Stock-based compensation | ||||||||
Net loss | ||||||||
Ending balance, value | $ 10,809 | $ 10,809 | $ 10,809 | $ 14,805 | $ 25,879 | $ 39,383 | $ 10,809 | $ 14,805 |
Ending balance, shares | 1,080,930 | 1,080,930 | 1,080,930 | 1,480,515 | 2,587,893 | 3,938,287 | 1,080,930 | 1,480,515 |
Additional Paid-in Capital [Member] | ||||||||
Beginning balance, value | $ 173,313,043 | $ 145,178,960 | $ 139,658,166 | $ 43,992,975 | $ 39,819,901 | $ 35,562,766 | $ 139,658,166 | $ 35,562,766 |
Issuance of restricted stock awards to the board of directors | 495,000 | (822) | (8,052) | (5,625) | ||||
Repurchase of restricted stock classified as liabilities | 1,331 | 1,331 | 1,331 | |||||
Issuance of restricted stock in connection with the acquisition of The Spun | (42,857) | |||||||
Cashless exercise of common stock options | (849) | |||||||
Common stock withheld for taxes | (28,649) | (40,630) | (40,371) | (109,992) | (167,412) | |||
Proceeds from common stock private placement | 19,551,971 | |||||||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | (2,567) | 500,000 | ||||||
Issuance of common stock in connection with professional services | 121,875 | |||||||
Issuance of common stock upon conversion of Series H convertible preferred stock | 48,485 | 290,909 | ||||||
Issuance of common stock upon vesting of restricted stock units | (5,000) | |||||||
Forfeiture of unvested restricted stock awards | 1,505 | |||||||
Issuance of common stock in connection with the acquisition of Say Media | ||||||||
Beneficial conversion feature on Series H convertible preferred stock | 132,663 | |||||||
Deemed dividend on Series H convertible preferred stock | (132,663) | |||||||
Stock-based compensation | 8,961,704 | 8,665,939 | 5,408,207 | 4,231,878 | 4,283,066 | 3,930,172 | ||
Net loss | ||||||||
Ending balance, value | 182,787,419 | 173,313,043 | 145,178,960 | 48,475,391 | 43,992,975 | 39,819,901 | 182,787,419 | 48,475,391 |
Retained Earnings [Member] | ||||||||
Beginning balance, value | (208,393,149) | (187,736,591) | (162,273,286) | (118,979,276) | (95,817,947) | (73,041,323) | (162,273,286) | (73,041,323) |
Issuance of restricted stock awards to the board of directors | ||||||||
Repurchase of restricted stock classified as liabilities | ||||||||
Issuance of restricted stock in connection with the acquisition of The Spun | ||||||||
Cashless exercise of common stock options | ||||||||
Common stock withheld for taxes | ||||||||
Proceeds from common stock private placement | ||||||||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | ||||||||
Issuance of common stock in connection with professional services | ||||||||
Issuance of common stock upon conversion of Series H convertible preferred stock | ||||||||
Issuance of common stock upon vesting of restricted stock units | ||||||||
Forfeiture of unvested restricted stock awards | ||||||||
Issuance of common stock in connection with the acquisition of Say Media | ||||||||
Beneficial conversion feature on Series H convertible preferred stock | ||||||||
Deemed dividend on Series H convertible preferred stock | ||||||||
Stock-based compensation | ||||||||
Net loss | (24,706,654) | (20,656,558) | (25,463,305) | (21,264,431) | (23,161,329) | (22,776,624) | ||
Ending balance, value | $ (233,099,803) | $ (208,393,149) | $ (187,736,591) | $ (140,243,707) | $ (118,979,276) | $ (95,817,947) | $ (233,099,803) | $ (140,243,707) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities | |||||||
Net loss | $ (24,706,654) | $ (25,463,305) | $ (21,264,431) | $ (22,776,624) | $ (70,826,517) | $ (67,202,384) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation of property and equipment | 333,891 | 536,729 | |||||
Amortization of platform development and intangible assets | 18,213,707 | 18,088,880 | |||||
Loss on disposition of assets | 862,442 | 105,123 | |||||
Loss upon lease termination | 7,344,655 | ||||||
Gain upon debt extinguishment | (5,716,697) | ||||||
Amortization of debt discounts | 1,533,537 | 4,899,625 | |||||
Change in valuation of warrant derivative liabilities | (801,755) | 517,405 | (496,812) | 134,910 | |||
Change in valuation of embedded derivative liabilities | 2,370,000 | (2,173,000) | |||||
Accrued interest | 5,273,159 | 6,832,376 | |||||
Liquidated damages | 2,197,615 | 1,487,577 | |||||
Stock-based compensation | 21,688,226 | 11,185,953 | |||||
Deferred income taxes | (229,699) | ||||||
Other | (1,014,932) | (296,019) | |||||
Change in operating assets and liabilities net of effect of acquisitions: | |||||||
Accounts receivable | (173,266) | 4,893,512 | |||||
Subscription acquisition costs | (8,434,333) | (11,053,054) | |||||
Royalty fees | 11,250,000 | 11,250,000 | |||||
Prepayments and other current assets | (78,347) | 327,088 | |||||
Other long-term assets | 638,791 | (376,142) | |||||
Accounts payable | 1,214,599 | (968,581) | |||||
Accrued expenses and other | 5,566,243 | (2,484,525) | |||||
Unearned revenue | 5,389,118 | 2,871,080 | |||||
Subscription refund liability | 343,833 | (169,693) | |||||
Operating lease liabilities | (2,448,282) | 1,837,138 | |||||
Other long-term liabilities | (692,255) | ||||||
Net cash used in operating activities | (8,261,324) | (20,273,407) | |||||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (299,999) | (1,085,392) | |||||
Capitalized platform development | (3,016,924) | (2,885,788) | |||||
Payments for acquisition of businesses, net of cash acquired | (7,356,949) | (315,289) | |||||
Net cash used in investing activities | (10,673,872) | (4,286,469) | |||||
Cash flows from financing activities | |||||||
Proceeds from long-term debt | 11,702,725 | ||||||
Borrowings (repayments) under line of credit | (473,400) | 3,328,431 | |||||
Proceeds from common stock private placement | 20,005,000 | ||||||
Proceeds from issuance of convertible preferred stock | |||||||
Payments of issuance costs from common stock private placement | (167,243) | ||||||
Payment for taxes related to repurchase of restricted common stock | (70,238) | (322,778) | |||||
Payment of restricted stock liabilities | (1,164,955) | ||||||
Net cash provided by financing activities | 18,129,164 | 20,821,378 | |||||
Net decrease in cash, cash equivalents, and restricted cash | (806,032) | (3,738,498) | |||||
Cash, cash equivalents, and restricted cash – beginning of period | 9,534,681 | $ 9,473,090 | 9,534,681 | 9,473,090 | $ 9,473,090 | ||
Cash, cash equivalents, and restricted cash – end of period | $ 8,728,649 | $ 5,734,592 | 8,728,649 | 5,734,592 | $ 9,534,681 | ||
Supplemental disclosure of cash flow information | |||||||
Cash paid for interest | 896,580 | 437,314 | |||||
Cash paid for income taxes | |||||||
Noncash investing and financing activities | |||||||
Reclassification of stock-based compensation to platform development | 1,347,624 | 1,259,163 | |||||
Issuance of common stock in connection with professional services | $ 125,000 | 125,000 | |||||
Deferred cash payments in connection with acquisition of The Spun | 905,109 | ||||||
Assumption of liabilities in connection with acquisition of The Spun | 1,500 | ||||||
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 | ||||||
Restricted stock issued in connection with acquisition of Fulltime Fantasy | 502,500 | ||||||
Deferred cash payments in connection with acquisition of Fulltime Fantasy | 419,367 | ||||||
Deemed dividend on convertible preferred stock | |||||||
Series H Convertible Preferred Stock [Member] | |||||||
Cash flows from financing activities | |||||||
Proceeds from issuance of convertible preferred stock | 113,000 | ||||||
Noncash investing and financing activities | |||||||
Deemed dividend on convertible preferred stock | 132,663 | ||||||
Series J Convertible Preferred Stock [Member] | |||||||
Cash flows from financing activities | |||||||
Proceeds from issuance of convertible preferred stock | $ 6,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“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, 2020, filed with the SEC on August 16, 2021. The condensed consolidated financial statements as of September 30, 2021, and for the three and nine months ended September 30, 2021 and 2020, 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, 2020, 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. The impact during the first three quarters of 2021 of the novel coronavirus (“COVID-19”) on the Company has been less than the impact in the comparable period of the prior year. In 2021, restrictions on non-essential work activity have been largely lifted and sporting and other events are being held, with attendance closer to pre-pandemic levels, which has resulted in an increase in traffic and advertising revenue. The Company expects a continued modest growth in advertising revenue back toward pre-pandemic levels, however, such growth depends on future developments, including the duration and spread of the COVID-19 pandemic, whether related group gatherings and sports event advisories and restrictions will be put in place again, and the extent and effectiveness of containment and other actions taken, including the percentage of the population that receives COVID-19 vaccinations. Reclassifications Certain prior year amounts have been reclassified to conform to current period presentation. 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 12). Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 – Receivables – Nonrefundable Fees and Other Costs In October 2020, the FASB issued ASU 2020-10, Codification Improvements Recently Issued Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers currently evaluating the impact that adopting this new accounting standard would have on its condensed consolidated financial statements. Loss per Common Share Basic loss per share is computed using 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 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. 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 circumstances 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 defined 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. Schedule of Net Income (Loss) Per Common Share As of September 30, 2021 2020 Series G convertible preferred stock 188,791 188,791 Series H Preferred Stock 59,243,926 58,206,061 Series I Preferred Stock - 46,200,000 Series J Preferred Stock - 43,584,500 Indemnity shares of common stock - 412,500 Restricted Stock Awards 4,147,936 3,674,996 Financing Warrants 2,882,055 2,882,055 ABG Warrants 21,989,844 21,989,844 AllHipHop warrants 125,000 - Publisher Partner Warrants 789,541 789,541 Common Stock Awards 6,861,973 8,033,936 Common Equity Awards 161,367,349 82,400,952 Outside Options 3,050,000 2,982,111 Total 260,646,415 271,345,287 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 2. Acquisitions Fulltime Fantasy Sports, LLC 335,000 (paid in advance) including transaction related costs of $ 35,000 , (2) the issuance of 750,000 shares the Company’s common stock (subject to certain vesting earn-out provisions and certain buy-back rights), with 250,000 shares of the Company’s common stock that vested at closing; and the remaining consideration subject to certain terms and conditions for material breach of certain agreements and acceleration provisions under certain conditions consisting of: (3) a cash earn-out payment of $ 225,000 and the vesting of 250,000 shares of the Company’s common stock on December 31, 2021, and (4) a cash earn-out payment of $ 225,000 and the vesting of 250,000 shares of the Company’s common stock on June 30, 2022. The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price Total purchase consideration $ 1,256,887 Cash (including $ 35,000 $ 335,000 Restricted stock 167,500 Deferred cash payments 419,387 Deferred restricted stock 335,000 Total purchase consideration $ 1,256,887 The purchase price resulted in $ 1,256,887 (including $ 35,000 being assigned to a database acquired at the closing date of the acquisition. The useful life for the database is three years ( 3 .0 years). College Spun Media Incorporated 11,829,893 4,285,714 10,829,893 829,893 500,000 500,000 The composition of the preliminary purchase price is as follows: Schedule of Preliminary Purchase Price Cash $ 10,829,893 Deferred cash payments 905,109 Total purchase consideration $ 11,735,002 The Company incurred $ 128,076 in transaction costs related to the acquisition, which primarily consisted of legal and accounting. The acquisition related expenses were recorded in general and administrative expense on the condensed consolidated statements of operations. 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: Summary of Price Allocation for Acquisition Cash $ 3,772,944 Accounts receivable 1,833,323 Other current assets 4,567 Goodwill 6,722,495 Accrued expenses (1,500 ) Deferred tax liabilities (596,827 ) Net assets acquired $ 11,735,002 The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment. No portion of the goodwill will be deductible for tax purposes. Petametrics Inc. 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, the issuance of restricted stock for an aggregate of up to 312,500 shares of the Company’s common stock (of which 256,661 shares of the Company’s common stock were issued during the three months ended June 30, 2021 with 55,839 shares to be issued), and (5) on the second anniversary date of the closing, the issuance of restricted stock for an aggregate of up to 312,500 shares (subject to certain indemnifications) of the Company’s common stock. The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price Cash $ 315,289 Indemnity restricted stock units for shares of common stock 500,000 Total purchase consideration $ 815,289 The 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: Summary of Price Allocation for Acquisition 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 three years ( 3 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components The components of certain balance sheet amounts are as follows: Accounts Receivable 675,806 892,352 Subscription Acquisition Costs 31,257,268 and $ 28,146,895 , respectively, on the condensed consolidated balance sheets. The noncurrent portion of the subscription acquisition costs as of September 30, 2021 and December 31, 2020 was $ 18,682,545 and $ 13,358,585 , respectively, on the condensed consolidated balance sheets. 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 under the heading Contract Balances Property and Equipment Schedule of Property and Equipment As of September 30, 2021 December 31, 2020 Office equipment and computers $ 1,267,898 $ 1,341,292 Furniture and fixtures 1,005 19,997 Leasehold improvements - 345,516 1,268,903 1,706,805 Less accumulated depreciation and amortization (600,240 ) (577,367 ) Net property and equipment $ 668,663 $ 1,129,438 Depreciation and amortization expense for the three months ended September 30, 2021 and 2020 was $ 114,165 and $ 102,067 , respectively. Depreciation and amortization expense for the nine months ended September 30, 2021 and 2020 was $ 333,891 and $ 536,729 , respectively. Depreciation and amortization expense is included in selling and marketing expenses and general and administrative expenses, as appropriate, on the condensed consolidated statements of operations. Platform Development Summary of Platform Development Costs September 30, 2021 December 31, 2020 As of September 30, 2021 December 31, 2020 Platform development $ 19,497,520 $ 16,027,428 Less accumulated amortization (11,485,813 ) (8,671,820 ) Net platform development $ 8,011,707 $ 7,355,608 A summary of platform development activity for the nine months ended September 30, 2021 and year ended December 31, 2020 is as follows: Summary of Platform Development Cost Activity September 30, 2021 December 31, 2020 As of September 30, 2021 December 31, 2020 Platform development beginning of period $ 16,027,428 $ 10,678,692 Payroll-based costs capitalized during the period 3,016,924 3,750,541 Total capitalized costs 19,044,352 14,429,233 Stock-based compensation 1,347,624 1,608,995 Dispositions (894,456 ) (10,800 ) Platform development end of period $ 19,497,520 $ 16,027,428 Amortization expense for the three months ended September 30, 2021 and 2020, was $ 1,143,673 909,631 3,272,890 2,868,289 Intangible Assets Schedule of Intangible Assets Subjects to Amortization As of September 30, 2021 As of December 31, 2020 Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 19,070,857 $ (11,576,450 ) $ 7,494,407 $ 19,070,857 $ (8,283,740 ) $ 10,787,117 Noncompete agreement 480,000 (480,000 ) - 480,000 (480,000 ) - Trade name 3,328,000 (712,292 ) 2,615,708 3,328,000 (503,342 ) 2,824,658 Subscriber relationships 73,458,799 (28,992,944 ) 44,465,855 73,458,799 (18,105,041 ) 55,353,758 Advertiser relationships 2,240,000 (510,922 ) 1,729,078 2,240,000 (332,515 ) 1,907,485 Database 2,396,887 (904,030 ) 1,492,857 1,140,000 (531,183 ) 608,817 Subtotal amortizable intangible assets 100,974,543 (43,176,638 ) 57,797,905 99,717,656 (28,235,821 ) 71,481,835 Website domain name 20,000 - 20,000 20,000 - 20,000 Total intangible assets $ 100,994,543 $ (43,176,638 ) $ 57,817,905 $ 99,737,656 $ (28,235,821 ) $ 71,501,835 Amortization expense for the three months ended September 30, 2021 and 2020 was $ 5,038,837 5,093,076 14,940,817 15,220,591 No Other Long-term Liabilities Schedule of Other Long-term Liabilities September 30, 2021 December 31, 2020 As of September 30, 2021 December 31, 2020 Lease termination payments $ 7,269,469 $ 541,381 Deferred cash payments 666,677 - Other 136,296 211,984 Other long-term liabilities $ 8,072,442 $ 753,365 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
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 that provides control over the use of an asset is 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 7.9 years. The table below presents supplemental information related to operating leases: Schedule of Supplemental Information Related to Operating Leases Nine Months Ended September 30, 2021 Operating cash flows for operating leases $ 2,901,529 Noncash lease liabilities arising from obtaining operating leased assets during the period $ - Weighted-average remaining lease term 6.00 Weighted-average discount rate 9.90 % 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 September 30, 2021 and 2020 were $ 642,926 982,414 2,458,229 3,082,499 Maturities of operating lease liabilities as of September 30, 2021 are summarized as follows: Summary of Maturity of Lease Liabilities Years Ending December 31, 2021 (remaining three months of the year) $ 140,134 2022 472,084 2023 486,247 2024 500,834 2025 512,019 Thereafter 896,034 Minimum lease payments 3,007,352 Less imputed interest (753,176 ) Present value of operating lease liabilities $ 2,254,176 Current portion of operating lease liabilities $ 282,011 Long-term portion of operating lease liabilities 1,972,165 Total operating lease liabilities $ 2,254,176 Effective September 30, 2021, the Company terminated a certain lease arrangement for office space and as a result, relinquished the space and derecognized a right-of-use asset of $ 15,673,474 , a lease liability of $ 17,934,940 and recorded a penalty upon termination of $ 9,606,121 (as discounted since the amount of the liability and timing of the Cash Payments, as defined below, are fixed), resulting in a net loss upon termination of $ 7,344,655 , which has been reflected in general and administrative expenses on the condensed consolidated statements of operations. In connection with the termination, the Company agreed to pay the landlord cash of $ 10,000,000 (the “Cash Payments”) and $ 1,475,000 in market rate advertising. The Cash Payments are due as follows: $ 1,000,000 on December 1, 2021; $ 1,000,000 on October 1, 2022; $ 4,000,000 on October 1, 2023; and $ 4,000,000 on October 1, 2024. |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2021 | |
Line Of Credit | |
Line of Credit | 5. Line of Credit FastPay Credit Facility 15,000,000 8.50% February 6, 2022 6,705,391 7,178,791 9,400,000 |
Restricted Stock Liabilities
Restricted Stock Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Restricted Stock Liabilities | |
Restricted Stock Liabilities | 6. Restricted Stock Liabilities On December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to certain employees in connection with a previous merger. Pursuant to the amendment, the Company committed to repurchase 1,064,549 4.00 The following table presents the components of the restricted stock liabilities: Schedule of Components of Restricted Stock Liabilities As of September 30, 2021 December 31, 2020 Restricted stock liabilities recorded upon modification of the restricted stock awards and units ( 1,064,549 4.00 $ 4,258,196 $ 4,258,196 Less imputed interest (457,462 ) (457,462 ) Present value of restricted stock liabilities 3,800,734 3,800,734 Less payments (excluding imputed interest) (1,342,379 ) (177,425 ) Restricted stock liabilities $ 2,458,355 $ 3,623,309 Current portion of restricted stock liabilities (included in accrued expenses and other) $ 1,936,734 $ 1,627,499 Long-term portion of restricted stock liabilities 521,621 1,995,810 Total restricted stock liabilities $ 2,458,355 $ 3,623,309 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. 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 are and the embedded conversion features were 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 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: Schedule of Warrant Derivative Liabilities As of September 30, 2021 As of December 31, 2020 Strome Warrants B. Riley Warrants Strome Warrants B. Riley Warrants Expected life 1.70 4.50 2.45 4.79 Risk-free interest rate 0.28 % 0.76 % 0.13 % 0.36 % Volatility factor 153.59 % 142.59 % 150.55 % 140.95 % Dividend rate 0 % 0 % 0 % 0 % Transaction date closing market price $ 0.38 $ 0.38 $ 0.60 $ 0.60 Exercise price $ 0.50 $ 0.33 $ 0.50 $ 0.33 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: Schedule of Valuation Activity for Warrants Accounted for Derivative Liability As of and for the Nine Months Ended September 30, 2021 As of and for the Nine Months Ended September 30, 2020 Carry Amount at Beginning of Period Change in Valuation Carrying Amount at End of Period Carry Amount at Beginning of Period Change in Valuation Carrying Amount at End of Period Strome Warrants $ 704,707 $ (339,924 ) $ 364,783 $ 1,036,687 $ 63,160 $ 1,099,847 B. Riley Warrants 443,188 (156,888 ) 286,300 607,513 71,750 679,263 Total $ 1,147,895 $ (496,812 ) $ 651,083 $ 1,644,200 $ 134,910 $ 1,779,110 For the three months ended September 30, 2021 and 2020, the change in valuation of warrant derivative liabilities recognized as other (expense) income on the condensed consolidated statement of operations, was $801,755 and ($ 517,405 ), respectively. For the nine months ended September 30, 2021 and 2020, the change in valuation of warrant derivative liabilities recognized as other (expense) income on the condensed consolidated statement of operations, as described in the above table, was $496,812 and ($134,910) , respectively. Embedded Derivative Liabilities For the three months ended September 30, 2020, the change in valuation of embedded derivative liabilities recognized as other (expense) on the condensed consolidated statements of operations was ($ 2,370,000 ). For the nine months ended September 30, 2020, the change in valuation of embedded derivative liabilities recognized as other income on the condensed consolidated statements of operations was $ 2,173,000 . |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 8. Long-term Debt 12% Second Amended Senior Secured Notes Below is a summary of the various amended and restated notes, as well as various amendments thereto, to the 12 20,000,000 ● Amended and restated note issued on June 14, 2019, where the Company received gross proceeds of $ 48,000,000 20,000,000 68,000,000 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 ● Second amended and restated note issued on March 24, 2020, where the Company was permitted to enter into a 15.0% 12,000,000 ● First amendment to second amended and restated note issued on March 24, 2020 was entered into on October 23, 2020 (“Amendment 1”), where the maturity date was changed to December 31, 2022, subject to certain acceleration conditions and interest payable on the 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 (the “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, such interest amounts can be converted into shares of the Company’s common stock based upon the conversion rate specified in the Certificate of ● Second amendment to the second amended and restated note issued March 24, 2020 was entered into on May 19, 2021 (“Amendment 2”), with BRF Finance Co., LLC, an affiliated entity of B. Riley Financial, Inc. (“B. Riley”), in its capacity as agent for the purchasers and as purchaser, pursuant to which: (i) the interest rate on the 12% Second Amended Senior Secured Notes, as defined below, decreased from a rate of 12% per annum to a rate of 10% per annum; and (ii) the Company agreed that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, it will prepay the certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions; provided, that, this mandatory prepayment obligation does not apply to any proceeds that the Company received from shares of the Company’s common stock issued pursuant to the securities purchase agreement (as further described below under the heading Common Stock Private Placement Collectively, the amended and restated notes and amendments thereto and the second amended and restated notes and Amendment 1 and Amendment 2 thereto are referred to as the “12% Second Amended Senior Secured Notes,” with all borrowings collateralized by substantially all assets of the Company. Delayed Draw Term Note On March 24, 2020, the Company entered into a 15% 12,000,000 On March 24, 2020, the Company drew down $ 6,913,865 793,109 6,000,000 8,000,000 March 31, 2021 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 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 at the price the Company last sold shares of the Company’s common stock. On May 19, 2021, pursuant to Amendment 2, the interest rate on the Delayed Draw Term Note decreased from a rate of 15% 10% Paycheck Protection Program Loan On April 6, 2020, the Company entered into a note agreement with JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”) (the “Paycheck Protection Program Loan”). The Company received total proceeds of $ 5,702,725 under the Paycheck Protection Program Loan. In accordance with the requirements of the CARES Act, the Company used proceeds from the Paycheck Protection Program Loan primarily for payroll costs. The Paycheck Protection Program Loan was scheduled to mature on April 6, 2022 , with a 0.98% interest rate and was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. On June 22, 2021, the SBA authorized full forgiveness of $ 5,702,725 under the Paycheck Protection Program Loan; thus, the Company will not need to make any payments on the Paycheck Protection Program Loan that JPMorgan Chase facilitates as an SBA lender. JPMorgan Chase will apply the forgiveness amount the SBA authorized, plus all accrued interest, to the Company’s Paycheck Protection Program Loan. The requirements under this program are established by the SBA. All requests for Paycheck Protection Program Loan forgiveness are subject to SBA eligibility. The Company recorded a gain upon debt extinguishment for the nine months ended September 30, 2021 of $ 5,716,697 (including accrued interest) pursuant to the forgiveness in other (expense) income on the condensed consolidated statements of operations. Further details as of the date these condensed consolidated financial statements were issued or were available to be issued are provided under the heading Long-term Debt The following table summarizes the long-term debt: Schedule of Long Term Debt As of September 30, 2021 As of December 31, 2020 Principal Balance (including accrued interest) Unamortized Discount and Debt Issuance Costs Carrying Value Principal Balance (including accrued interest) Unamortized Discount and Debt Issuance Costs Carrying Value 12% Second Amended Senior Secured Note, as amended, due on December 31, 2022 $ 61,131,882 $ (2,413,593 ) $ 58,718,289 $ 56,296,091 $ (3,739,690 ) $ 52,556,401 Delayed Draw Term Note, as amended, due on March 31, 2022 4,717,714 (151,732 ) 4,565,982 4,294,318 (359,172 ) 3,935,146 Paycheck Protection Program Loan, scheduled to mature April 6, 2022, however, fully forgiven on June 22, 2021 - - - 5,702,725 - 5,702,725 Total $ 65,849,596 $ (2,565,325 ) $ 63,284,271 $ 66,293,134 $ (4,098,862 ) $ 62,194,272 The current portion of long-term debt as of September 30, 2021 and December 31, 2020 was $ 4,565,982 58,718,289 62,194,272 |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Preferred Stock | 9. Preferred Stock Series H Preferred Stock On August 17, 2021, 50 151,515 Series L Preferred Stock On May 4, 2021, a special committee of the Board declared a dividend of one preferred stock purchase 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 preferred stock purchase right entitles the registered holder to purchase, subject to a 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 noncash 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. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | 10. Stockholders’ Equity Common Stock The Company has the authority to issue 1,000,000,000 0.01 Common Stock Private Placement On May 20, 2021 and May 25, 2021, the Company entered into securities purchase agreements with several accredited investors, pursuant to which the Company sold an aggregate of 21,435,718 shares of its common stock, at a per share price of $ 0.70 for aggregate gross proceeds of $ 15,005,000 in a private placement. On June 2, 2021, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an aggregate of 7,142,857 shares of its common stock, at a per share price of $ 0.70 for gross proceeds of $ 5,000,000 in a private placement that was in addition to the closings that occurred on May 20, 2021 and May 25, 2021. After payment of legal fees and expenses the investors of $ 167,244 , of which $ 100,000 was paid in cash to B. Riley, the Company received net proceeds of $ 19,837,757 . The proceeds will be used for general corporate purposes. Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements, the Company agreed to register the shares of the Company’s common stock issued in the private placements. The Company committed to file the registration statement on the earlier of: (i) in the event the Company does not obtain a waiver from the holders of the shares of the Company’s common stock that were issued upon the conversion of the Series K Preferred Stock (the “Waiver”), within ten (10) calendar days following the date the Company’s registration statement(s) on Form S-1, registering for resale shares of the Company’s common stock that were issued in connection with offerings prior to the date of the registration rights agreement (the “Prior Registration Statements”), is declared effective by the SEC; and (ii) in the event the Company does obtain the Waiver, the earliest practicable date on which the Company is permitted by the SEC guidance to file the initial registration statement following the filing of the Prior Registration Statements (the “Filing Date”). The Company also committed to cause the registration statement to become effective by no later than 90 days after the Filing Date (or, in the event of a full review by the staff of the SEC, 120 days following the Filing Date). The registration rights agreement provides for Registration Rights Damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested pursuant to the securities purchase agreements. The securities purchase agreements 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. At any time during the period commencing from the twelve (12) month anniversary of the date the Company becomes current in its filing obligations and ending at such time that all of the common stock may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) fails for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company fails to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such purchaser’s other available remedies, the Company must pay to a purchaser, in cash, as partial liquidated damages and not as a penalty (“Public Information Failure Damages”), an amount in cash equal to one percent (1.0%) of the aggregate subscription amount of the purchaser’s shares then held by the purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured up to a maximum of five (5) 30-day periods and (b) such time that such public information is no longer required for the purchasers to transfer the shares pursuant to Rule 144. Public Information Failure Damages will be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Damages are incurred and (ii) the third (3rd) business day after the event or failure giving rise to the Public Information Failure Damages is cured. In the event the Company fails to make Public Information Failure Damages in a timely manner, such Public Information Failure Damages will bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full. Common Stock Warrants The Company issued warrants to purchase shares of the Company’s common stock to MDB Capital Group, LLC (the “MDB 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 September 30, 2021 are summarized as follows: Summary of Warrant Activity Outstanding Exercise Price Expiration Date Classified as Derivative Liabilities (Shares) Classified within Stockholders’ Equity (Shares) Total Exercisable (Shares) 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 0.33 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 September 30, 2021 was $ 102,698 0.38 |
Compensation Plans
Compensation Plans | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Compensation Plans | 11. 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 of 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 publisher partners (referred to as the “Publisher 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 September 30, 2021 and 2020 are summarized as follows: Summary of Stock-based Compensation Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals During the Three Months Ended September 30, 2021 Cost of revenue $ 11,808 $ 23,217 $ 1,696,147 $ 967 $ - $ - $ 1,732,139 Selling and marketing - 3,970 1,341,948 75,193 - - 1,421,111 General and administrative 414,163 78,017 4,081,766 - - 745,636 5,319,582 Total costs charged to operations 425,971 105,204 7,119,861 76,160 - 745,636 8,472,832 Capitalized platform development 2,328 - 483,854 2,690 - - 488,872 Total stock-based compensation $ 428,299 $ 105,204 $ 7,603,715 $ 78,850 $ - $ 745,636 $ 8,961,704 During the Three Months Ended September 30, 2020 Cost of revenue $ 35,610 $ 53,149 $ 1,178,276 $ 2,471 $ 992 $ - $ 1,270,498 Selling and marketing 323,164 42,695 734,391 43,900 - - 1,144,150 General and administrative 80,306 127,786 855,390 - - 364,248 1,427,730 Total costs charged to operations 439,080 223,630 2,768,057 46,371 992 364,248 3,842,378 Capitalized platform development 88,619 32,680 267,013 1,188 - - 389,500 Total stock-based compensation $ 527,699 256,310 $ 3,035,070 $ 47,559 $ 992 $ 364,248 $ 4,231,878 Stock-based compensation and equity-based expense charged to operations or capitalized during the nine months ended September 30, 2021 and 2020 are summarized as follows: Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals During the Nine Months Ended September 30, 2021 Cost of revenue $ 60,838 $ 169,482 $ 4,694,925 $ 4,463 $ - $ - $ 4,929,708 Selling and marketing - 13,899 3,820,996 224,371 - - 4,059,266 General and administrative 559,505 297,283 10,344,247 - - 1,498,217 12,699,252 Total costs charged to operations 620,343 480,664 18,860,168 228,834 - 1,498,217 21,688,226 Capitalized platform development 11,276 5,071 1,324,805 6,472 - - 1,347,624 Total stock-based compensation $ 631,619 $ 485,735 $ 20,184,973 $ 235,306 $ - $ 1,498,217 $ 23,035,850 During the Nine Months Ended September 30, 2020 Cost of revenue $ 108,936 $ 150,915 $ 3,261,542 $ 5,644 $ 36,654 $ - $ 3,563,691 Selling and marketing 920,566 102,206 2,114,595 142,767 - - 3,280,134 General and administrative 238,558 437,614 2,430,553 150,577 - 1,084,826 4,342,128 Total costs charged to operations 1,268,060 690,735 7,806,690 298,988 36,654 1,084,826 11,185,953 Capitalized platform development 234,611 154,445 864,656 5,451 - - 1,259,163 Total stock-based compensation $ 1,502,671 845,180 $ 8,671,346 $ 304,439 $ 36,654 $ 1,084,826 $ 12,445,116 Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of September 30, 2021 was as follows: Schedule of Unrecognized Compensation Expense Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Unrecognized compensation expense $ 2,750,000 $ - $ 54,255,910 $ 135,741 $ - $ 3,788,429 $ 60,930,080 Expected weighted-average period expected to be recognized (in years) 1.68 - 2.14 0.44 - 1.63 2.08 Pursuant to an amendment with ABG-SI, LLC on June 4, 2021, the exercise price related to the ABG Warrants exercisable for up to 10,994,922 0.42 per share from $ 0.84 per share in exchange for additional benefits under the Sports Illustrated licensing agreement. Further details as of the date these condensed consolidated financial statements were issued or were available to be issued are provided under the heading Compensation Plans |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 12. Revenue Recognition Disaggregation of Revenue The following table provides information about disaggregated revenue by product line, geographical market and timing of revenue recognition: Schedule of Disaggregation of Revenue Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue by product line: Advertising $ 21,678,480 $ 9,409,031 $ 46,300,974 $ 28,788,631 Digital subscriptions 7,698,359 8,469,943 22,472,951 20,096,640 Magazine circulation 25,973,853 12,874,574 53,325,894 34,041,272 Other 4,222,816 1,336,445 5,835,682 2,667,243 Total $ 59,573,508 $ 32,089,993 $ 127,935,501 $ 85,593,786 Revenue by geographical market: United States $ 57,762,726 $ 29,964,150 $ 123,697,063 $ 81,295,916 Other 1,810,782 2,125,843 4,238,438 4,297,870 Total $ 59,573,508 $ 32,089,993 $ 127,935,501 $ 85,593,786 Revenue by timing of recognition: At point in time $ 51,875,149 $ 23,620,050 $ 105,462,550 $ 65,497,146 Over time 7,698,359 8,469,943 22,472,951 20,096,640 Total $ 59,573,508 $ 32,089,993 $ 127,935,501 $ 85,593,786 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: Schedule of Contract with Customer, Asset and Liability As of September 30, 2021 December 31, 2020 Unearned revenue (short-term contract liabilities): Digital subscriptions $ 15,708,139 $ 14,870,712 Magazine circulation 49,244,783 46,586,345 Advertising and other 6,352,733 168,619 $ 71,305,655 $ 61,625,676 Unearned revenue (long-term contract liabilities): Digital subscriptions $ 1,593,724 $ 593,136 Magazine circulation 17,444,012 22,712,961 Other 170,000 192,500 $ 19,207,736 $ 23,498,597 Unearned Revenue 42,893,297 was recognized during the nine months ended September 30, 2021 from unearned revenue at the beginning of the year. During January and February 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly provision for income taxes, and estimate of the Company’s annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments. The effective tax rate benefit for the nine months ended September 30, 2021 and 2020 was 0.29% 0.00% The realization of deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance against most of the deferred tax assets as of September 30, 2021 and December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. 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 September 30, 2021 and 2020, the Company recognized publisher partner guarantees of $ 214,286 and $ 2,539,055 , respectively. For the nine months ended September 30, 2021 and 2020, the Company recognized publisher partner guarantees of $ 3,781,240 and $ 7,541,619, 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. 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 From October 1, 2021 through the date these condensed consolidated financial statements were issued or were available to be issued, the Company granted approximately 90,000 910,000 Long-term Debt 12% Second Amended Senior Secured Notes 61.7 48.8 12.3 0.5 Delayed Draw Term Note – The balance 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 $ 4.7 3.6 1.1 Business Membership Agreement Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing business as SaksWorks, that permits access to certain office space with furnishings, referred to as SaksWorks Memberships (each membership provides a certain number of accounts that equate to the use of the space granted). The term of the agreement is for twenty-seven 25,000 twenty-four 56,617 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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 accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“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, 2020, filed with the SEC on August 16, 2021. The condensed consolidated financial statements as of September 30, 2021, and for the three and nine months ended September 30, 2021 and 2020, 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, 2020, 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. The impact during the first three quarters of 2021 of the novel coronavirus (“COVID-19”) on the Company has been less than the impact in the comparable period of the prior year. In 2021, restrictions on non-essential work activity have been largely lifted and sporting and other events are being held, with attendance closer to pre-pandemic levels, which has resulted in an increase in traffic and advertising revenue. The Company expects a continued modest growth in advertising revenue back toward pre-pandemic levels, however, such growth depends on future developments, including the duration and spread of the COVID-19 pandemic, whether related group gatherings and sports event advisories and restrictions will be put in place again, and the extent and effectiveness of containment and other actions taken, including the percentage of the population that receives COVID-19 vaccinations. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to current period presentation. |
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 12). |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 – Receivables – Nonrefundable Fees and Other Costs In October 2020, the FASB issued ASU 2020-10, Codification Improvements |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers currently evaluating the impact that adopting this new accounting standard would have on its condensed consolidated financial statements. |
Loss per Common Share | Loss per Common Share Basic loss per share is computed using 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 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. 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 circumstances 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 defined 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. Schedule of Net Income (Loss) Per Common Share As of September 30, 2021 2020 Series G convertible preferred stock 188,791 188,791 Series H Preferred Stock 59,243,926 58,206,061 Series I Preferred Stock - 46,200,000 Series J Preferred Stock - 43,584,500 Indemnity shares of common stock - 412,500 Restricted Stock Awards 4,147,936 3,674,996 Financing Warrants 2,882,055 2,882,055 ABG Warrants 21,989,844 21,989,844 AllHipHop warrants 125,000 - Publisher Partner Warrants 789,541 789,541 Common Stock Awards 6,861,973 8,033,936 Common Equity Awards 161,367,349 82,400,952 Outside Options 3,050,000 2,982,111 Total 260,646,415 271,345,287 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Net Income (Loss) Per Common Share | The Company excluded the outstanding securities summarized below (capitalized terms are defined 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. Schedule of Net Income (Loss) Per Common Share As of September 30, 2021 2020 Series G convertible preferred stock 188,791 188,791 Series H Preferred Stock 59,243,926 58,206,061 Series I Preferred Stock - 46,200,000 Series J Preferred Stock - 43,584,500 Indemnity shares of common stock - 412,500 Restricted Stock Awards 4,147,936 3,674,996 Financing Warrants 2,882,055 2,882,055 ABG Warrants 21,989,844 21,989,844 AllHipHop warrants 125,000 - Publisher Partner Warrants 789,541 789,541 Common Stock Awards 6,861,973 8,033,936 Common Equity Awards 161,367,349 82,400,952 Outside Options 3,050,000 2,982,111 Total 260,646,415 271,345,287 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Purchase Price | The composition of the preliminary purchase price is as follows: Schedule of Preliminary Purchase Price Cash $ 10,829,893 Deferred cash payments 905,109 Total purchase consideration $ 11,735,002 |
Schedule of Preliminary Purchase Price | The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price Cash $ 315,289 Indemnity restricted stock units for shares of common stock 500,000 Total purchase consideration $ 815,289 |
Petametrics Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Purchase Price | Schedule of Preliminary Purchase Price Total purchase consideration $ 1,256,887 Cash (including $ 35,000 $ 335,000 Restricted stock 167,500 Deferred cash payments 419,387 Deferred restricted stock 335,000 Total purchase consideration $ 1,256,887 |
Summary of Price Allocation for Acquisition | The 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: Summary of Price Allocation for Acquisition Accounts receivable $ 37,908 Developed technology 917,762 Accounts payable (53,494 ) Unearned revenue (86,887 ) Net assets acquired $ 815,289 |
College Spun Media Incorporated [Member] | |
Business Acquisition [Line Items] | |
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: Summary of Price Allocation for Acquisition Cash $ 3,772,944 Accounts receivable 1,833,323 Other current assets 4,567 Goodwill 6,722,495 Accrued expenses (1,500 ) Deferred tax liabilities (596,827 ) Net assets acquired $ 11,735,002 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Property and Equipment Schedule of Property and Equipment As of September 30, 2021 December 31, 2020 Office equipment and computers $ 1,267,898 $ 1,341,292 Furniture and fixtures 1,005 19,997 Leasehold improvements - 345,516 1,268,903 1,706,805 Less accumulated depreciation and amortization (600,240 ) (577,367 ) Net property and equipment $ 668,663 $ 1,129,438 |
Summary of Platform Development Costs | Platform Development Summary of Platform Development Costs September 30, 2021 December 31, 2020 As of September 30, 2021 December 31, 2020 Platform development $ 19,497,520 $ 16,027,428 Less accumulated amortization (11,485,813 ) (8,671,820 ) Net platform development $ 8,011,707 $ 7,355,608 |
Summary of Platform Development Cost Activity | A summary of platform development activity for the nine months ended September 30, 2021 and year ended December 31, 2020 is as follows: Summary of Platform Development Cost Activity September 30, 2021 December 31, 2020 As of September 30, 2021 December 31, 2020 Platform development beginning of period $ 16,027,428 $ 10,678,692 Payroll-based costs capitalized during the period 3,016,924 3,750,541 Total capitalized costs 19,044,352 14,429,233 Stock-based compensation 1,347,624 1,608,995 Dispositions (894,456 ) (10,800 ) Platform development end of period $ 19,497,520 $ 16,027,428 |
Schedule of Intangible Assets Subjects to Amortization | Intangible Assets Schedule of Intangible Assets Subjects to Amortization As of September 30, 2021 As of December 31, 2020 Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 19,070,857 $ (11,576,450 ) $ 7,494,407 $ 19,070,857 $ (8,283,740 ) $ 10,787,117 Noncompete agreement 480,000 (480,000 ) - 480,000 (480,000 ) - Trade name 3,328,000 (712,292 ) 2,615,708 3,328,000 (503,342 ) 2,824,658 Subscriber relationships 73,458,799 (28,992,944 ) 44,465,855 73,458,799 (18,105,041 ) 55,353,758 Advertiser relationships 2,240,000 (510,922 ) 1,729,078 2,240,000 (332,515 ) 1,907,485 Database 2,396,887 (904,030 ) 1,492,857 1,140,000 (531,183 ) 608,817 Subtotal amortizable intangible assets 100,974,543 (43,176,638 ) 57,797,905 99,717,656 (28,235,821 ) 71,481,835 Website domain name 20,000 - 20,000 20,000 - 20,000 Total intangible assets $ 100,994,543 $ (43,176,638 ) $ 57,817,905 $ 99,737,656 $ (28,235,821 ) $ 71,501,835 |
Schedule of Other Long-term Liabilities | Other Long-term Liabilities Schedule of Other Long-term Liabilities September 30, 2021 December 31, 2020 As of September 30, 2021 December 31, 2020 Lease termination payments $ 7,269,469 $ 541,381 Deferred cash payments 666,677 - Other 136,296 211,984 Other long-term liabilities $ 8,072,442 $ 753,365 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Schedule of Supplemental Information Related to Operating Leases | The table below presents supplemental information related to operating leases: Schedule of Supplemental Information Related to Operating Leases Nine Months Ended September 30, 2021 Operating cash flows for operating leases $ 2,901,529 Noncash lease liabilities arising from obtaining operating leased assets during the period $ - Weighted-average remaining lease term 6.00 Weighted-average discount rate 9.90 % |
Summary of Maturity of Lease Liabilities | Maturities of operating lease liabilities as of September 30, 2021 are summarized as follows: Summary of Maturity of Lease Liabilities Years Ending December 31, 2021 (remaining three months of the year) $ 140,134 2022 472,084 2023 486,247 2024 500,834 2025 512,019 Thereafter 896,034 Minimum lease payments 3,007,352 Less imputed interest (753,176 ) Present value of operating lease liabilities $ 2,254,176 Current portion of operating lease liabilities $ 282,011 Long-term portion of operating lease liabilities 1,972,165 Total operating lease liabilities $ 2,254,176 |
Restricted Stock Liabilities (T
Restricted Stock Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restricted Stock Liabilities | |
Schedule of Components of Restricted Stock Liabilities | The following table presents the components of the restricted stock liabilities: Schedule of Components of Restricted Stock Liabilities As of September 30, 2021 December 31, 2020 Restricted stock liabilities recorded upon modification of the restricted stock awards and units ( 1,064,549 4.00 $ 4,258,196 $ 4,258,196 Less imputed interest (457,462 ) (457,462 ) Present value of restricted stock liabilities 3,800,734 3,800,734 Less payments (excluding imputed interest) (1,342,379 ) (177,425 ) Restricted stock liabilities $ 2,458,355 $ 3,623,309 Current portion of restricted stock liabilities (included in accrued expenses and other) $ 1,936,734 $ 1,627,499 Long-term portion of restricted stock liabilities 521,621 1,995,810 Total restricted stock liabilities $ 2,458,355 $ 3,623,309 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: Schedule of Warrant Derivative Liabilities As of September 30, 2021 As of December 31, 2020 Strome Warrants B. Riley Warrants Strome Warrants B. Riley Warrants Expected life 1.70 4.50 2.45 4.79 Risk-free interest rate 0.28 % 0.76 % 0.13 % 0.36 % Volatility factor 153.59 % 142.59 % 150.55 % 140.95 % Dividend rate 0 % 0 % 0 % 0 % Transaction date closing market price $ 0.38 $ 0.38 $ 0.60 $ 0.60 Exercise price $ 0.50 $ 0.33 $ 0.50 $ 0.33 |
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: Schedule of Valuation Activity for Warrants Accounted for Derivative Liability As of and for the Nine Months Ended September 30, 2021 As of and for the Nine Months Ended September 30, 2020 Carry Amount at Beginning of Period Change in Valuation Carrying Amount at End of Period Carry Amount at Beginning of Period Change in Valuation Carrying Amount at End of Period Strome Warrants $ 704,707 $ (339,924 ) $ 364,783 $ 1,036,687 $ 63,160 $ 1,099,847 B. Riley Warrants 443,188 (156,888 ) 286,300 607,513 71,750 679,263 Total $ 1,147,895 $ (496,812 ) $ 651,083 $ 1,644,200 $ 134,910 $ 1,779,110 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The following table summarizes the long-term debt: Schedule of Long Term Debt As of September 30, 2021 As of December 31, 2020 Principal Balance (including accrued interest) Unamortized Discount and Debt Issuance Costs Carrying Value Principal Balance (including accrued interest) Unamortized Discount and Debt Issuance Costs Carrying Value 12% Second Amended Senior Secured Note, as amended, due on December 31, 2022 $ 61,131,882 $ (2,413,593 ) $ 58,718,289 $ 56,296,091 $ (3,739,690 ) $ 52,556,401 Delayed Draw Term Note, as amended, due on March 31, 2022 4,717,714 (151,732 ) 4,565,982 4,294,318 (359,172 ) 3,935,146 Paycheck Protection Program Loan, scheduled to mature April 6, 2022, however, fully forgiven on June 22, 2021 - - - 5,702,725 - 5,702,725 Total $ 65,849,596 $ (2,565,325 ) $ 63,284,271 $ 66,293,134 $ (4,098,862 ) $ 62,194,272 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Summary of Warrant Activity | The Financing Warrants outstanding and exercisable as of September 30, 2021 are summarized as follows: Summary of Warrant Activity Outstanding Exercise Price Expiration Date Classified as Derivative Liabilities (Shares) Classified within Stockholders’ Equity (Shares) Total Exercisable (Shares) 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 0.33 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) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021 and 2020 are summarized as follows: Summary of Stock-based Compensation Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals During the Three Months Ended September 30, 2021 Cost of revenue $ 11,808 $ 23,217 $ 1,696,147 $ 967 $ - $ - $ 1,732,139 Selling and marketing - 3,970 1,341,948 75,193 - - 1,421,111 General and administrative 414,163 78,017 4,081,766 - - 745,636 5,319,582 Total costs charged to operations 425,971 105,204 7,119,861 76,160 - 745,636 8,472,832 Capitalized platform development 2,328 - 483,854 2,690 - - 488,872 Total stock-based compensation $ 428,299 $ 105,204 $ 7,603,715 $ 78,850 $ - $ 745,636 $ 8,961,704 During the Three Months Ended September 30, 2020 Cost of revenue $ 35,610 $ 53,149 $ 1,178,276 $ 2,471 $ 992 $ - $ 1,270,498 Selling and marketing 323,164 42,695 734,391 43,900 - - 1,144,150 General and administrative 80,306 127,786 855,390 - - 364,248 1,427,730 Total costs charged to operations 439,080 223,630 2,768,057 46,371 992 364,248 3,842,378 Capitalized platform development 88,619 32,680 267,013 1,188 - - 389,500 Total stock-based compensation $ 527,699 256,310 $ 3,035,070 $ 47,559 $ 992 $ 364,248 $ 4,231,878 Stock-based compensation and equity-based expense charged to operations or capitalized during the nine months ended September 30, 2021 and 2020 are summarized as follows: Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals During the Nine Months Ended September 30, 2021 Cost of revenue $ 60,838 $ 169,482 $ 4,694,925 $ 4,463 $ - $ - $ 4,929,708 Selling and marketing - 13,899 3,820,996 224,371 - - 4,059,266 General and administrative 559,505 297,283 10,344,247 - - 1,498,217 12,699,252 Total costs charged to operations 620,343 480,664 18,860,168 228,834 - 1,498,217 21,688,226 Capitalized platform development 11,276 5,071 1,324,805 6,472 - - 1,347,624 Total stock-based compensation $ 631,619 $ 485,735 $ 20,184,973 $ 235,306 $ - $ 1,498,217 $ 23,035,850 During the Nine Months Ended September 30, 2020 Cost of revenue $ 108,936 $ 150,915 $ 3,261,542 $ 5,644 $ 36,654 $ - $ 3,563,691 Selling and marketing 920,566 102,206 2,114,595 142,767 - - 3,280,134 General and administrative 238,558 437,614 2,430,553 150,577 - 1,084,826 4,342,128 Total costs charged to operations 1,268,060 690,735 7,806,690 298,988 36,654 1,084,826 11,185,953 Capitalized platform development 234,611 154,445 864,656 5,451 - - 1,259,163 Total stock-based compensation $ 1,502,671 845,180 $ 8,671,346 $ 304,439 $ 36,654 $ 1,084,826 $ 12,445,116 |
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 September 30, 2021 was as follows: Schedule of Unrecognized Compensation Expense Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Unrecognized compensation expense $ 2,750,000 $ - $ 54,255,910 $ 135,741 $ - $ 3,788,429 $ 60,930,080 Expected weighted-average period expected to be recognized (in years) 1.68 - 2.14 0.44 - 1.63 2.08 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: Schedule of Disaggregation of Revenue Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue by product line: Advertising $ 21,678,480 $ 9,409,031 $ 46,300,974 $ 28,788,631 Digital subscriptions 7,698,359 8,469,943 22,472,951 20,096,640 Magazine circulation 25,973,853 12,874,574 53,325,894 34,041,272 Other 4,222,816 1,336,445 5,835,682 2,667,243 Total $ 59,573,508 $ 32,089,993 $ 127,935,501 $ 85,593,786 Revenue by geographical market: United States $ 57,762,726 $ 29,964,150 $ 123,697,063 $ 81,295,916 Other 1,810,782 2,125,843 4,238,438 4,297,870 Total $ 59,573,508 $ 32,089,993 $ 127,935,501 $ 85,593,786 Revenue by timing of recognition: At point in time $ 51,875,149 $ 23,620,050 $ 105,462,550 $ 65,497,146 Over time 7,698,359 8,469,943 22,472,951 20,096,640 Total $ 59,573,508 $ 32,089,993 $ 127,935,501 $ 85,593,786 |
Schedule of Contract with Customer, Asset and Liability | The following table provides information about contract balances: Schedule of Contract with Customer, Asset and Liability As of September 30, 2021 December 31, 2020 Unearned revenue (short-term contract liabilities): Digital subscriptions $ 15,708,139 $ 14,870,712 Magazine circulation 49,244,783 46,586,345 Advertising and other 6,352,733 168,619 $ 71,305,655 $ 61,625,676 Unearned revenue (long-term contract liabilities): Digital subscriptions $ 1,593,724 $ 593,136 Magazine circulation 17,444,012 22,712,961 Other 170,000 192,500 $ 19,207,736 $ 23,498,597 |
Schedule of Net Income (Loss) P
Schedule of Net Income (Loss) Per Common Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 260,646,415 | 271,345,287 |
Series G Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
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 [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 59,243,926 | 58,206,061 |
Series l Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
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 [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 43,584,500 | |
Indemnity Shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 412,500 | |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,147,936 | 3,674,996 |
Financing Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,882,055 | 2,882,055 |
ABG Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 21,989,844 | 21,989,844 |
AllHipHop Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 125,000 | |
Publisher Partner Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 789,541 | 789,541 |
Common Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 6,861,973 | 8,033,936 |
Common Equity Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 161,367,349 | 82,400,952 |
Outside Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 3,050,000 | 2,982,111 |
Schedule of Preliminary Purchas
Schedule of Preliminary Purchase Price (Details) - USD ($) | Jul. 15, 2021 | Jun. 04, 2021 | Mar. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | |||||
Cash | $ 7,356,949 | $ 315,289 | |||
Fulltime Fantasy Sports, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Total purchase consideration | $ 1,256,887 | ||||
Cash | 335,000 | ||||
Indemnity restricted stock units for shares of common stock | 167,500 | ||||
Deferred cash payments | 419,387 | ||||
Deferred restricted stock | $ 335,000 | ||||
College Spun Media Incorporated [Member] | |||||
Business Acquisition [Line Items] | |||||
Total purchase consideration | $ 11,735,002 | ||||
Cash | 10,829,893 | ||||
Deferred cash payments | $ 905,109 | ||||
Petametrics Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Total purchase consideration | $ 815,289 | ||||
Cash | 315,289 | ||||
Indemnity restricted stock units for shares of common stock | $ 500,000 |
Schedule of Preliminary Purch_2
Schedule of Preliminary Purchase Price (Details) (Parenthatical) | Jul. 15, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Business acquisition, transaction costs | $ 35,000 |
Summary of Price Allocation for
Summary of Price Allocation for Acquisition (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 22,861,872 | $ 16,139,377 |
College Spun Media Incorporated [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 3,772,944 | |
Accounts receivable | 1,833,323 | |
Other current assets | 4,567 | |
Goodwill | 6,722,495 | |
Accrued expenses | (1,500) | |
Deferred tax liabilities | (596,827) | |
Net assets acquired | 11,735,002 | |
Petametrics Inc [Member] | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 37,908 | |
Net assets acquired | 815,289 | |
Developed technology | 917,762 | |
Accounts payable | (53,494) | |
Unearned revenues | $ (86,887) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Jul. 15, 2021 | Jun. 04, 2021 | Mar. 09, 2020 | Mar. 09, 2020 | Feb. 19, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 7,356,949 | $ 315,289 | ||||||
Transaction costs related to acquisition | $ 35,000 | |||||||
Developed technology useful life | 3 years | |||||||
Developed Technology Rights [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Developed technology useful life | 3 years | |||||||
Fulltime Fantasy Sports, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | 335,000 | |||||||
Asset Acquisition, Consideration Transferred, Transaction Cost | $ 35,000 | |||||||
Stock issued during period, shares, purchase of assets | 250,000 | |||||||
Business combination, consideration transferred | $ 1,256,887 | |||||||
Fulltime Fantasy Sports, LLC [Member] | December 31, 2021 [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock issued during period, shares, purchase of assets | 250,000 | |||||||
Asset Acquisition, Consideration Transferred, Contingent Consideration | $ 225,000 | |||||||
Fulltime Fantasy Sports, LLC [Member] | June 30, 2022 [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock issued during period, shares, purchase of assets | 250,000 | |||||||
Asset Acquisition, Consideration Transferred, Contingent Consideration | $ 225,000 | |||||||
Fulltime Fantasy Sports, LLC [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock issued during period, shares, purchase of assets | 750,000 | |||||||
College Spun Media Incorporated [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 10,829,893 | |||||||
Business combination, consideration transferred | 11,735,002 | |||||||
Cash acquired from acquisition | $ 11,829,893 | |||||||
Stock issued during period, shares, restricted stock award, gross | 4,285,714 | |||||||
Restructuring and related cost, incurred cost | $ 128,076 | |||||||
College Spun Media Incorporated [Member] | Closing [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire productive assets | $ 10,829,893 | |||||||
College Spun Media Incorporated [Member] | First Anniversary Date [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock issued during period, shares, purchase of assets | 500,000 | |||||||
College Spun Media Incorporated [Member] | Second Anniversary Date [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock issued during period, shares, purchase of assets | 500,000 | |||||||
College Spun Media Incorporated [Member] | Working Capital Adjustment [Member] | Closing [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire productive assets | $ 829,893 | |||||||
Petametrics Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 315,289 | |||||||
Business combination, consideration transferred | $ 815,289 | |||||||
Payments to acquire productive assets | $ 184,087 | |||||||
Stock Issued During Period, Shares, New Issues | 256,661 | |||||||
Shares, Issued | 55,839 | |||||||
Petametrics Inc [Member] | Closing [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire productive assets | $ 131,202 | |||||||
Petametrics Inc [Member] | First Anniversary Date [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock issued during period, shares, purchase of assets | 312,500 | |||||||
Petametrics Inc [Member] | Second Anniversary Date [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock issued during period, shares, purchase of assets | 312,500 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment costs | $ 1,268,903 | $ 1,706,805 |
Less accumulated depreciation and amortization | (600,240) | (577,367) |
Net property and equipment | 668,663 | 1,129,438 |
Office Equipment and Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment costs | 1,267,898 | 1,341,292 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment costs | 1,005 | 19,997 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment costs | $ 345,516 |
Summary of Platform Development
Summary of Platform Development Costs (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Platform development | $ 1,268,903 | $ 1,706,805 | |
Less accumulated amortization | (600,240) | (577,367) | |
Net platform development | 668,663 | 1,129,438 | |
Platform Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Platform development | 19,497,520 | 16,027,428 | $ 10,678,692 |
Less accumulated amortization | (11,485,813) | (8,671,820) | |
Net platform development | $ 8,011,707 | $ 7,355,608 |
Summary of Platform Developme_2
Summary of Platform Development Cost Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Platform development beginning of period | $ 1,706,805 | ||
Stock-based compensation | 21,688,226 | $ 11,185,953 | |
Dispositions | (862,442) | (105,123) | |
Platform development end of period | 1,268,903 | $ 1,706,805 | |
Platform Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Platform development beginning of period | 16,027,428 | $ 10,678,692 | 10,678,692 |
Payroll-based costs capitalized during the period | 3,016,924 | 3,750,541 | |
Total capitalized costs | 19,044,352 | 14,429,233 | |
Stock-based compensation | 1,347,624 | 1,608,995 | |
Dispositions | (894,456) | (10,800) | |
Platform development end of period | $ 19,497,520 | $ 16,027,428 |
Schedule of Intangible Assets S
Schedule of Intangible Assets Subjects to Amortization (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 100,994,543 | $ 99,737,656 |
Intangible assets, accumulated amortization | (43,176,638) | (28,235,821) |
Intangible assets, net | 57,817,905 | 71,501,835 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 19,070,857 | 19,070,857 |
Intangible assets, accumulated amortization | (11,576,450) | (8,283,740) |
Intangible assets, net | 7,494,407 | 10,787,117 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 480,000 | 480,000 |
Intangible assets, accumulated amortization | (480,000) | (480,000) |
Intangible assets, net | ||
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 3,328,000 | 3,328,000 |
Intangible assets, accumulated amortization | (712,292) | (503,342) |
Intangible assets, net | 2,615,708 | 2,824,658 |
Subscriber Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 73,458,799 | 73,458,799 |
Intangible assets, accumulated amortization | (28,992,944) | (18,105,041) |
Intangible assets, net | 44,465,855 | 55,353,758 |
Advertiser Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,240,000 | 2,240,000 |
Intangible assets, accumulated amortization | (510,922) | (332,515) |
Intangible assets, net | 1,729,078 | 1,907,485 |
Database Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,396,887 | 1,140,000 |
Intangible assets, accumulated amortization | (904,030) | (531,183) |
Intangible assets, net | 1,492,857 | 608,817 |
Subtotal Amortizable Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 100,974,543 | 99,717,656 |
Intangible assets, accumulated amortization | (43,176,638) | (28,235,821) |
Intangible assets, net | 57,797,905 | 71,481,835 |
Website Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 20,000 | 20,000 |
Intangible assets, accumulated amortization | ||
Intangible assets, net | $ 20,000 | $ 20,000 |
Schedule of Other Long-term Lia
Schedule of Other Long-term Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Lease termination payments | $ 7,269,469 | $ 541,381 |
Deferred cash payments | 666,677 | |
Other | 136,296 | 211,984 |
Other long-term liabilities | $ 8,072,442 | $ 753,365 |
Balance Sheet Components (Detai
Balance Sheet Components (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Allowance for doubtful accounts | $ 675,806 | $ 675,806 | $ 892,352 | ||
Capitalized Contract Cost, Net, Current | 31,257,268 | 31,257,268 | 28,146,895 | ||
Capitalized Contract Cost, Net, Noncurrent | 18,682,545 | 18,682,545 | $ 13,358,585 | ||
Depreciation, Depletion and Amortization | 114,165 | $ 102,067 | 333,891 | $ 536,729 | |
Amortization expense | 1,143,673 | 909,631 | 3,272,890 | 2,868,289 | |
Amortization expense of intangible asset | $ 5,038,837 | $ 5,093,076 | 14,940,817 | 15,220,591 | |
Impairment charges | $ 0 | $ 0 |
Schedule of Supplemental Inform
Schedule of Supplemental Information Related to Operating Leases (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Leases | |
Operating cash flows for operating leases | $ 2,901,529 |
Noncash lease liabilities arising from obtaining operating leased assets | |
Weighted-average remaining lease term | 6 years |
Weighted-average discount rate | 9.90% |
Summary of Maturity of Lease Li
Summary of Maturity of Lease Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
2021 (remaining three months of the year) | $ 140,134 | |
2022 | 472,084 | |
2023 | 486,247 | |
2024 | 500,834 | |
2025 | 512,019 | |
Thereafter | 896,034 | |
Minimum lease payments | 3,007,352 | |
Less imputed interest | (753,176) | |
Total operating lease liabilities | 2,254,176 | |
Current portion of operating lease liabilities | 282,011 | $ 1,059,671 |
Long-term portion of operating lease liabilities | $ 1,972,165 | $ 19,886,083 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating lease, cost | $ 642,926 | $ 982,414 | $ 2,458,229 | $ 3,082,499 | ||
Operating Lease, Right-of-Use Asset | $ 2,048,900 | 2,048,900 | 2,048,900 | $ 18,292,196 | ||
Operating Lease, Liability | 2,254,176 | 2,254,176 | 2,254,176 | |||
Lessee, Operating Lease, Liability, to be Paid | 3,007,352 | 3,007,352 | 3,007,352 | |||
December 1, 2021 and October 1, 2022 [Member] | ||||||
Lessee, Operating Lease, Liability, to be Paid | 1,000,000 | 1,000,000 | 1,000,000 | |||
October One Two Thousand And Twenty Two [Member] | ||||||
Lessee, Operating Lease, Liability, to be Paid | 1,000,000 | 1,000,000 | 1,000,000 | |||
October One Two Thousand And Twenty Three [Member] | ||||||
Lessee, Operating Lease, Liability, to be Paid | 4,000,000 | 4,000,000 | 4,000,000 | |||
October 1, 2023 and October 1, 2024 [Member] | ||||||
Lessee, Operating Lease, Liability, to be Paid | 4,000,000 | 4,000,000 | 4,000,000 | |||
Lease Arrangement [Member] | ||||||
Operating Lease, Right-of-Use Asset | 15,673,474 | 15,673,474 | 15,673,474 | |||
Operating Lease, Liability | 17,934,940 | $ 17,934,940 | $ 17,934,940 | |||
Gain (Loss) on Termination of Lease | 9,606,121 | |||||
[custom:LossOnTerminationOfLease] | 7,344,655 | |||||
Proceeds from Lease Payment, Operating Activity | 10,000,000 | |||||
Advertising Expense | $ 1,475,000 | |||||
Minimum [Member] | ||||||
Lessor, Operating Lease, Term of Contract | 1 year 6 months | 1 year 6 months | 1 year 6 months | |||
Maximum [Member] | ||||||
Lessor, Operating Lease, Term of Contract | 7 years 10 months 24 days | 7 years 10 months 24 days | 7 years 10 months 24 days |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | Feb. 27, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Line of credit facility, fair value of amount outstanding | $ 9,400,000 | ||
Financing and Security Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Line of credit facility, expiration date | Feb. 6, 2022 | ||
Line of credit facility, fair value of amount outstanding | $ 6,705,391 | $ 7,178,791 | |
Financing and Security Agreement [Member] | Prime Rates [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Line of credit facility, interest rate during period | 8.50% | ||
Financing and Security Agreement [Member] | Fast Pay Credit Facility [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Long-term line of credit | $ 15,000,000 |
Schedule of Components of Restr
Schedule of Components of Restricted Stock Liabilities (Details) (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Restricted Stock Liabilities | |||
Number of shares vested | 1,064,549 | 1,064,549 | 1,064,549 |
Purchase price per share | $ 4 | $ 4 |
Schedule of Components of Res_2
Schedule of Components of Restricted Stock Liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Restricted Stock Liabilities | ||
Restricted stock liabilities recorded upon modification of the restricted stock awards and units (1,064,549 restricted stock to be purchased at $4.00 per share) | $ 4,258,196 | $ 4,258,196 |
Less imputed interest | (457,462) | (457,462) |
Present value of restricted stock liabilities | 3,800,734 | 3,800,734 |
Less payments (excluding imputed interest) | (1,342,379) | (177,425) |
Restricted stock liabilities | 2,458,355 | 3,623,309 |
Current portion of restricted stock liabilities (included in accrued expenses and other) | 1,936,734 | 1,627,499 |
Long-term portion of restricted stock liabilities | 521,621 | 1,995,810 |
Total restricted stock liabilities | $ 2,458,355 | $ 3,623,309 |
Restricted Stock Liabilities (D
Restricted Stock Liabilities (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Restricted Stock Liabilities | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 1,064,549 | 1,064,549 | 1,064,549 |
Purchase price per share | $ 4 |
Schedule of Warrant Derivative
Schedule of Warrant Derivative Liabilities (Details) | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares |
Measurement Input, Expected Term [Member] | Strome Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 1 year 8 months 12 days | 2 years 5 months 12 days |
Measurement Input, Expected Term [Member] | B. Riley Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 4 years 6 months | 4 years 9 months 14 days |
Measurement Input, Risk Free Interest Rate [Member] | Strome Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.28 | 0.13 |
Measurement Input, Risk Free Interest Rate [Member] | B. Riley Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.76 | 0.36 |
Measurement Input, Price Volatility [Member] | Strome Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 153.59 | 150.55 |
Measurement Input, Price Volatility [Member] | B. Riley Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 142.59 | 140.95 |
Measurement Input, Expected Dividend Rate [Member] | Strome Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Measurement Input, Expected Dividend Rate [Member] | B. Riley Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Transaction Date Closing Market [Member] | Strome Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.38 | 0.60 |
Transaction Date Closing Market [Member] | B. Riley Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.38 | 0.60 |
Measurement Input, Exercise Price [Member] | Strome Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.50 | 0.50 |
Measurement Input, Exercise Price [Member] | B. Riley Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.33 | 0.33 |
Schedule of Valuation Activity
Schedule of Valuation Activity for Warrants Accounted for Derivative Liability (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Strome Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Carrying value beginning period | $ 704,707 | $ 1,036,687 |
Change in valuation of warrant derivative liabilities | (339,924) | 63,160 |
Carrying value at end of the period | 364,783 | 1,099,847 |
B. Riley Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Carrying value beginning period | 443,188 | 607,513 |
Change in valuation of warrant derivative liabilities | (156,888) | 71,750 |
Carrying value at end of the period | 286,300 | 679,263 |
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Carrying value beginning period | 1,147,895 | 1,644,200 |
Change in valuation of warrant derivative liabilities | (496,812) | 134,910 |
Carrying value at end of the period | $ 651,083 | $ 1,779,110 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | ||||
Derivative, Gain (Loss) on Derivative, Net | $ 801,755 | $ (517,405) | $ 496,812 | $ (134,910) |
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | $ (2,370,000) | $ 2,173,000 |
Schedule of Long Term Debt (Det
Schedule of Long Term Debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Principal Balance (including accrued interest) | $ 65,849,596 | $ 66,293,134 |
Unamortized discount and debt issuance cost | (2,565,325) | (4,098,862) |
Carrying value | 63,284,271 | 62,194,272 |
Delayed Draw Term Note [Member] | ||
Short-term Debt [Line Items] | ||
Principal Balance (including accrued interest) | 4,717,714 | 4,294,318 |
Unamortized discount and debt issuance cost | (151,732) | (359,172) |
Carrying value | 4,565,982 | 3,935,146 |
12% Amended Senior Secured Notes [Member] | ||
Short-term Debt [Line Items] | ||
Principal Balance (including accrued interest) | 61,131,882 | 56,296,091 |
Unamortized discount and debt issuance cost | (2,413,593) | (3,739,690) |
Carrying value | 58,718,289 | 52,556,401 |
Payroll Protection Program Loan [Member] | ||
Short-term Debt [Line Items] | ||
Principal Balance (including accrued interest) | 5,702,725 | |
Unamortized discount and debt issuance cost | ||
Carrying value | $ 5,702,725 |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - USD ($) | Jun. 22, 2021 | Apr. 06, 2020 | Mar. 24, 2020 | Mar. 24, 2020 | Mar. 19, 2020 | Feb. 27, 2020 | Aug. 27, 2019 | Jun. 14, 2019 | Jun. 10, 2019 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||||||||
Current portion of long-term debt | $ 4,565,982 | ||||||||||
Long-term debt, net of current portion | 58,718,289 | $ 62,194,272 | |||||||||
Delayed Draw Term Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of decrease in interest | 10.00% | ||||||||||
12% Senior Secured Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate | 12.00% | ||||||||||
Proceeds from issuance of debt | $ 20,000,000 | ||||||||||
12% Senior Secured Note [Member] | Amended And Restated Note Purchase Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of debt | $ 48,000,000 | $ 68,000,000 | |||||||||
Debt maturity date | Jun. 14, 2022 | ||||||||||
12% Amended Senior Secured Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of debt | $ 3,000,000 | $ 3,000,000 | |||||||||
12% Amended Senior Secured Notes [Member] | BRF Finance Co LLC [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||
Percentage of decrease in interest | 10.00% | ||||||||||
12% Amended Senior Secured Notes [Member] | Delayed Draw Term Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate | 15.00% | 15.00% | 15.00% | ||||||||
Proceeds from issuance of debt | $ 6,913,865 | ||||||||||
Debt maturity date | Mar. 31, 2021 | ||||||||||
Principal amount of debt | $ 12,000,000 | $ 12,000,000 | |||||||||
Legal fees | 793,109 | ||||||||||
Net proceeds from issuance of debt | 6,000,000 | ||||||||||
12% Amended Senior Secured Notes [Member] | Delayed Draw Term Note [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount of debt | $ 8,000,000 | $ 8,000,000 | |||||||||
Payroll Protection Program Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate | 0.98% | ||||||||||
Debt maturity date | Apr. 6, 2022 | ||||||||||
Proceeds from Bank Debt | $ 5,702,725 | ||||||||||
Debt Instrument, Decrease, Forgiveness | $ 5,702,725 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 5,716,697 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | Aug. 17, 2021 | May 04, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Class of Stock [Line Items] | ||||
Shares Issued, Price Per Share | $ 4 | $ 4 | ||
Series H Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares issued during period, shares | 50 | |||
Number of shares converted | 151,515 | |||
Series L Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued, Price Per Share | $ 0.01 | |||
Preferred Stock, Voting Rights | (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 noncash 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. | |||
Series L Preferred Stock [Member] | Purchase Agreements [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued, Price Per Share | $ 4 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) | Sep. 30, 2021$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Classified as Derivative Liabilities | 2,375,000 |
Outstanding, Classified within Stockholders' Equity | 507,055 |
Total Exercisable | 2,882,055 |
MDB Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 0.20 |
Expiration Date | Nov. 4, 2021 |
Outstanding, Classified as Derivative Liabilities | |
Outstanding, Classified within Stockholders' Equity | 327,490 |
Total Exercisable | 327,490 |
Strome Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 0.50 |
Expiration Date | Jun. 15, 2023 |
Outstanding, Classified as Derivative Liabilities | 1,500,000 |
Outstanding, Classified within Stockholders' Equity | |
Total Exercisable | 1,500,000 |
B. Riley Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 0.33 |
Expiration Date | Oct. 18, 2025 |
Outstanding, Classified as Derivative Liabilities | 875,000 |
Outstanding, Classified within Stockholders' Equity | |
Total Exercisable | 875,000 |
MDB Warrants One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.15 |
Expiration Date | Oct. 19, 2022 |
Outstanding, Classified as Derivative Liabilities | |
Outstanding, Classified within Stockholders' Equity | 119,565 |
Total Exercisable | 119,565 |
MDB Warrants Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 2.50 |
Expiration Date | Oct. 19, 2022 |
Outstanding, Classified as Derivative Liabilities | |
Outstanding, Classified within Stockholders' Equity | 60,000 |
Total Exercisable | 60,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Jun. 02, 2021 | May 25, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock authorized | 1,000,000,000 | 1,000,000,000 | |||
Common stock par value | $ 0.01 | $ 0.01 | |||
Proceeds from Issuance of Private Placement | $ 20,005,000 | ||||
Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Aggregate intrinsic value | $ 102,698 | ||||
Common stock, price per share | $ 0.38 | ||||
Securities Purchase Agreements [Member] | Accredited Investors [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 7,142,857 | 21,435,718 | |||
Sale of Stock, Price Per Share | $ 0.70 | $ 0.70 | |||
Proceeds from Issuance of Private Placement | $ 5,000,000 | $ 15,005,000 | |||
Legal Fees | 167,244 | ||||
Securities Purchase Agreements [Member] | B Riley [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Proceeds from Issuance of Private Placement | 19,837,757 | ||||
Legal Fees | $ 100,000 |
Summary of Stock-based Compensa
Summary of Stock-based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost of revenue | $ 32,173,859 | $ 24,708,941 | $ 83,978,050 | $ 76,321,953 |
Selling and marketing | 22,712,193 | 9,928,901 | 55,122,357 | 27,698,182 |
General and administrative | 23,023,883 | 7,172,175 | 44,230,360 | 24,852,891 |
Total stock-based compensation | 21,688,226 | 11,185,953 | ||
Stock-based Compensation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost of revenue | 1,732,139 | 1,270,498 | 4,929,708 | 3,563,691 |
Selling and marketing | 1,421,111 | 1,144,150 | 4,059,266 | 3,280,134 |
General and administrative | 5,319,582 | 1,427,730 | 12,699,252 | 4,342,128 |
Total costs charged to operations | 8,472,832 | 3,842,378 | 21,688,226 | 11,185,953 |
Capitalized platform development | 488,872 | 389,500 | 1,347,624 | 1,259,163 |
Total stock-based compensation | 8,961,704 | 4,231,878 | 23,035,850 | 12,445,116 |
Stock-based Compensation [Member] | Publisher Partner Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost of revenue | 992 | 36,654 | ||
Selling and marketing | ||||
General and administrative | ||||
Total costs charged to operations | 992 | 36,654 | ||
Capitalized platform development | ||||
Total stock-based compensation | 992 | 36,654 | ||
Stock-based Compensation [Member] | ABG Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost of revenue | ||||
Selling and marketing | ||||
General and administrative | 745,636 | 364,248 | 1,498,217 | 1,084,826 |
Total costs charged to operations | 745,636 | 364,248 | 1,498,217 | 1,084,826 |
Capitalized platform development | ||||
Total stock-based compensation | 745,636 | 364,248 | 1,498,217 | 1,084,826 |
Restricted Stock [Member] | Stock-based Compensation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost of revenue | 11,808 | 35,610 | 60,838 | 108,936 |
Selling and marketing | 323,164 | 920,566 | ||
General and administrative | 414,163 | 80,306 | 559,505 | 238,558 |
Total costs charged to operations | 425,971 | 439,080 | 620,343 | 1,268,060 |
Capitalized platform development | 2,328 | 88,619 | 11,276 | 234,611 |
Total stock-based compensation | 428,299 | 527,699 | 631,619 | 1,502,671 |
Common Stock Awards [Member] | Stock-based Compensation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost of revenue | 23,217 | 53,149 | 169,482 | 150,915 |
Selling and marketing | 3,970 | 42,695 | 13,899 | 102,206 |
General and administrative | 78,017 | 127,786 | 297,283 | 437,614 |
Total costs charged to operations | 105,204 | 223,630 | 480,664 | 690,735 |
Capitalized platform development | 32,680 | 5,071 | 154,445 | |
Total stock-based compensation | 105,204 | 256,310 | 485,735 | 845,180 |
Common Equity Awards [Member] | Stock-based Compensation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost of revenue | 1,696,147 | 1,178,276 | 4,694,925 | 3,261,542 |
Selling and marketing | 1,341,948 | 734,391 | 3,820,996 | 2,114,595 |
General and administrative | 4,081,766 | 855,390 | 10,344,247 | 2,430,553 |
Total costs charged to operations | 7,119,861 | 2,768,057 | 18,860,168 | 7,806,690 |
Capitalized platform development | 483,854 | 267,013 | 1,324,805 | 864,656 |
Total stock-based compensation | 7,603,715 | 3,035,070 | 20,184,973 | 8,671,346 |
Outside Options [Member] | Stock-based Compensation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost of revenue | 967 | 2,471 | 4,463 | 5,644 |
Selling and marketing | 75,193 | 43,900 | 224,371 | 142,767 |
General and administrative | 150,577 | |||
Total costs charged to operations | 76,160 | 46,371 | 228,834 | 298,988 |
Capitalized platform development | 2,690 | 1,188 | 6,472 | 5,451 |
Total stock-based compensation | $ 78,850 | $ 47,559 | $ 235,306 | $ 304,439 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense (Details) - Stock-based Compensation [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 60,930,080 |
Weighted average period expected to be recognized (in years) | 2 years 29 days |
Publisher Partner Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | |
ABG Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 3,788,429 |
Weighted average period expected to be recognized (in years) | 1 year 7 months 17 days |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 2,750,000 |
Weighted average period expected to be recognized (in years) | 1 year 8 months 4 days |
Common Stock Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | |
Common Equity Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 54,255,910 |
Weighted average period expected to be recognized (in years) | 2 years 1 month 20 days |
Outside Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 135,741 |
Weighted average period expected to be recognized (in years) | 5 months 8 days |
Compensation Plans (Details Nar
Compensation Plans (Details Narrative) - $ / shares | Jun. 04, 2021 | Jun. 03, 2021 |
ABG Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.84 | $ 0.42 |
ABG Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants exercisable | 10,994,922 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 59,573,508 | $ 32,089,993 | $ 127,935,501 | $ 85,593,786 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 51,875,149 | 23,620,050 | 105,462,550 | 65,497,146 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,698,359 | 8,469,943 | 22,472,951 | 20,096,640 |
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 57,762,726 | 29,964,150 | 123,697,063 | 81,295,916 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,810,782 | 2,125,843 | 4,238,438 | 4,297,870 |
Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 21,678,480 | 9,409,031 | 46,300,974 | 28,788,631 |
Digital Subscriptions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,698,359 | 8,469,943 | 22,472,951 | 20,096,640 |
Magazine Circulation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 25,973,853 | 12,874,574 | 53,325,894 | 34,041,272 |
Service, Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 4,222,816 | $ 1,336,445 | $ 5,835,682 | $ 2,667,243 |
Schedule of Contract with Custo
Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||
Unearned revenue | $ 71,305,655 | $ 61,625,676 |
Unearned revenue, net of current portion | 19,207,736 | 23,498,597 |
Digital Subscriptions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Unearned revenue | 15,708,139 | 14,870,712 |
Unearned revenue, net of current portion | 1,593,724 | 593,136 |
Magazine Circulation [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Unearned revenue | 49,244,783 | 46,586,345 |
Unearned revenue, net of current portion | 17,444,012 | 22,712,961 |
Advertising and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Unearned revenue | 6,352,733 | 168,619 |
Service, Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Unearned revenue, net of current portion | $ 170,000 | $ 192,500 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) | Sep. 30, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Unbilled Receivables, Current | $ 42,893,297 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate benefit | 0.29% | 0.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Loss Contingencies [Line Items] | ||||
[custom:RevenueGuaranteeDescription] | 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 from Contract with Customer, Excluding Assessed Tax | $ 59,573,508 | $ 32,089,993 | $ 127,935,501 | $ 85,593,786 |
Publisher Partner Guarantees [Member] | ||||
Loss Contingencies [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 214,286 | $ 2,539,055 | $ 3,781,240 | $ 7,541,619 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||
Nov. 05, 2021 | Nov. 05, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||
Debt original amount | $ 65,849,596 | $ 66,293,134 | ||
12% Amended Senior Secured Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt original amount | $ 61,131,882 | $ 56,296,091 | ||
Employees [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares common stock options exercisable | 910,000 | 910,000 | ||
Subsequent Event [Member] | Business Membership Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Lease, description | Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing business as SaksWorks, that permits access to certain office space with furnishings, referred to as SaksWorks Memberships (each membership provides a certain number of accounts that equate to the use of the space granted). The term of the agreement is for twenty-seven months, with an initial period of three months at $25,000 per month for 30 accounts and secondary period for the remaining twenty-four months at $56,617 per month for 110 accounts. The agreement also provides for: (1) additional accounts at predetermined pricing; (2) early termination date of June 30, 2023 providing the Company gives notice by December 31, 2022; and (3) renewal of agreement at the end on the term for a twelve-month period at the then-current market price and pricing structure on such renewal date | |||
Subsequent Event [Member] | Business Membership Agreement [Member] | Initial Period [Member] | ||||
Subsequent Event [Line Items] | ||||
Agreement term | 27 months | |||
Lease expense | $ 25,000 | |||
Subsequent Event [Member] | Business Membership Agreement [Member] | Secondary Period [Member] | ||||
Subsequent Event [Line Items] | ||||
Agreement term | 24 months | |||
Lease expense | $ 56,617 | |||
Subsequent Event [Member] | 12% Amended Senior Secured Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt original amount | $ 61,700,000 | 61,700,000 | ||
Principal amount of debt | 48,800,000 | 48,800,000 | ||
Payment of in-kind interest | 12,300,000 | |||
Accrued interest | 500,000 | 500,000 | ||
Subsequent Event [Member] | Delayed Draw Term Note [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt original amount | 4,700,000 | 4,700,000 | ||
Principal amount of debt | $ 3,600,000 | 3,600,000 | ||
Payment of in-kind interest | $ 1,100,000 | |||
Subsequent Event [Member] | Restricted Stock [Member] | Employees [Member] | ||||
Subsequent Event [Line Items] | ||||
Issuance of stock option granted, shares | 90,000 |