Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 1-12471 | ||
Entity Registrant Name | THE ARENA GROUP HOLDINGS, 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 | 24th 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 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | AREN | ||
Security Exchange Name | NYSEAMER | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 59,889,207 | ||
Entity Common Stock, Shares Outstanding | 17,417,490 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 9,349,020 | $ 9,033,872 |
Restricted cash | 501,780 | 500,809 |
Accounts receivable, net | 21,659,847 | 16,497,626 |
Subscription acquisition costs, current portion | 30,162,524 | 28,146,895 |
Royalty fees, current portion | 11,250,000 | 15,000,000 |
Prepayments and other current assets | 4,747,847 | 4,667,263 |
Total current assets | 77,671,018 | 73,846,465 |
Property and equipment, net | 635,768 | 1,129,438 |
Operating lease right-of-use assets | 528,431 | 18,292,196 |
Platform development, net | 9,298,795 | 7,355,608 |
Royalty fees, net of current portion | 11,250,000 | |
Subscription acquisition costs, net of current portion | 8,234,553 | 13,358,585 |
Acquired and other intangible assets, net | 57,356,497 | 71,501,835 |
Other long-term assets | 639,151 | 1,330,812 |
Goodwill | 19,618,667 | 16,139,377 |
Total assets | 173,982,880 | 214,204,316 |
Current liabilities: | ||
Accounts payable | 11,981,852 | 8,228,977 |
Accrued expenses and other | 24,010,569 | 14,718,193 |
Line of credit | 11,988,194 | 7,178,791 |
Unearned revenue | 54,029,657 | 61,625,676 |
Subscription refund liability | 3,086,799 | 4,035,531 |
Operating lease liabilities | 373,859 | 1,059,671 |
Liquidated damages payable | 5,197,182 | 9,568,091 |
Current portion of long-term debt | 5,744,303 | |
Embedded derivative liabilities | 1,147,895 | |
Total current liabilities | 116,412,415 | 107,562,825 |
Unearned revenue, net of current portion | 15,275,892 | 23,498,597 |
Restricted stock liabilities, net of current portion | 1,995,810 | |
Operating lease liabilities, net of current portion | 785,320 | 19,886,083 |
Liquidating damages payable, net of current portion | 7,008,273 | |
Other long-term liabilities | 7,556,265 | 753,365 |
Deferred tax liabilities | 362,118 | 210,832 |
Long-term debt, net of current portion | 64,372,511 | 62,194,272 |
Total liabilities | 211,772,794 | 216,101,784 |
Commitments and contingencies (Note 27) | ||
Mezzanine equity: | ||
Total mezzanine equity | 13,885,992 | 18,415,992 |
Stockholders’ deficiency: | ||
Common stock, $0.01 par value, authorized 1,000,000,000 shares: issued and outstanding; 12,632,947 and 10,412,965 shares December 31, 2021 and 2020, respectively | 126,329 | 104,129 |
Common stock to be issued | 491 | 491 |
Additional paid-in capital | 200,410,213 | 141,855,206 |
Accumulated deficit | (252,212,939) | (162,273,286) |
Total stockholders’ deficiency | (51,675,906) | (20,313,460) |
Total liabilities, mezzanine equity and stockholders’ deficiency | 173,982,880 | 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 | $ 13,717,496 | $ 18,247,496 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 12,632,947 | 10,412,965 |
Common Stock, Shares, Outstanding | 12,632,947 | 10,412,965 |
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 | 8,582 | 8,582 |
Series H convertible preferred stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 23,000 | 23,000 |
Temporary equity, liquidation preference value | $ 15,066,000 | $ 19,596,000 |
Temporary equity, shares issued | 15,066 | 19,596 |
Temporary equity, shares outstanding | 15,066 | 19,596 |
Temporary equity, common shares issuable upon conversion | 2,075,200 | 2,699,312 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 189,140,334 | $ 128,032,397 |
Cost of revenue (includes amortization for developed technology and platform development for 2021 and 2020 of $8,829,025 and $8,550,952, respectively) | 110,977,736 | 103,063,445 |
Gross profit | 78,162,598 | 24,968,952 |
Operating expenses | ||
Selling and marketing | 82,691,061 | 43,589,239 |
General and administrative | 54,400,720 | 36,007,238 |
Depreciation and amortization | 16,347,274 | 16,280,475 |
Loss on disposition of assets | 1,192,310 | 279,133 |
Loss on impairment of lease | 466,356 | |
Loss on termination of lease | 7,344,655 | |
Total operating expenses | 162,442,376 | 96,156,085 |
Loss from operations | (84,279,778) | (71,187,133) |
Other (expenses) income | ||
Change in valuation of warrant derivative liabilities | 34,492 | 496,305 |
Change in valuation of embedded derivative liabilities | 2,571,004 | |
Loss on conversion of convertible debt | (3,297,539) | |
Interest expense | (10,454,618) | (16,497,217) |
Interest income | 6,484 | 381,026 |
Liquidated damages | (2,637,364) | (1,487,577) |
Gain upon debt extinguishment | 5,716,697 | |
Total other expenses | (7,334,309) | (17,833,998) |
Loss before income taxes | (91,614,087) | (89,021,131) |
Income tax benefit (provision) | 1,674,434 | (210,832) |
Net loss | (89,939,653) | (89,231,963) |
Deemed dividend on convertible preferred stock | (15,642,595) | |
Net loss attributable to common stockholders | $ (89,939,653) | $ (104,874,558) |
Basic and diluted net loss per common share | $ (7.87) | $ (50.18) |
Weighted average number of common shares outstanding – basic and diluted | 11,429,740 | 2,090,047 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Amortization cost of developed technology and platform development | $ 8,829,025 | $ 8,550,952 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance at December 31, 2020 | $ (20,313,460) | $ (37,067,984) |
Issuance of common stock for restricted stock units in connection with the acquisition of LiftIgniter | 500,000 | |
Issuance of common stock in connection with the merger of Say Media | ||
Forfeiture of restricted stock | ||
Issuance of restricted stock awards to the board of directors | ||
Issuance of common stock upon conversion of 12% convertible debentures | 21,402,488 | |
Issuance of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures | 10,929,996 | |
Issuance of common stock upon conversion of Series H convertible preferred stock | 4,530,000 | 300,000 |
Issuance of common stock upon conversion of Series I convertible preferred stock | 24,781,742 | |
Issuance of common stock upon conversion of Series J convertible preferred stock | 24,326,541 | |
Issuance of common stock upon conversion of Series K convertible preferred stock | 26,953,550 | |
Reclassification of restricted stock awards and units from equity to liability classified upon modification | (3,623,309) | (3,800,734) |
Common stock withheld for taxes | (70,238) | (520,444) |
Exercise of common stock options | 3,767 | |
Deemed dividend on Series I convertible preferred stock | (5,082,000) | |
Deemed dividend on Series J convertible preferred stock | (586,545) | |
Deemed dividend on Series K convertible preferred stock | (9,472,050) | |
Beneficial conversion feature on Series H convertible preferred stock | 502,000 | |
Deemed dividend on Series H convertible preferred stock | (502,000) | |
Stock-based compensation | 32,538,785 | 16,250,176 |
Net loss | (89,939,653) | (89,231,963) |
Repurchase restricted stock classified as liabilities | ||
Repurchase restricted stock classified as liabilities, shares | 22,178 | |
Issuance of common stock in connection with professional services | $ 125,000 | |
Issuance of restricted stock in connection with the acquisition of The Spun | ||
Net exercise of common stock options with exchange of common stock | ||
Issuance of common stock in connection with private placement | 19,837,757 | |
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy | 502,500 | |
Issuance of common stock upon vesting of restricted stock units | ||
Forfeiture of unvested restricted stock awards | ||
Reclassification of warrants to equity | 1,113,403 | |
Balance at December 31, 2021 | (51,675,906) | (20,313,460) |
Common Stock [Member] | ||
Balance at December 31, 2020 | $ 104,129 | $ 16,872 |
Beginning balance, shares | 10,412,965 | 1,687,233 |
Issuance of common stock for restricted stock units in connection with the acquisition of LiftIgniter | $ 117 | |
Issuance of common stock in connection with the merger of Say Media | $ 1,299 | |
Issuance of common stock in connection with the merger of say media, shares | 129,880 | |
Issuance of common stock in connection with the merger of say media, shares | (129,880) | |
Forfeiture of restricted stock | $ (182) | |
Forfeiture of restricted stock, shares | (18,182) | |
Issuance of restricted stock awards to the board of directors | $ 489 | $ 256 |
Issuance of restricted stock awards to the board of directors, shares | 48,856 | 25,569 |
Issuance of common stock upon conversion of 12% convertible debentures | $ 24,494 | |
Issuance of common stock upon conversion of 12% convertible debentures, shares | 2,449,431 | |
Issuance of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures | ||
Issuance of common stock upon conversion of Series H convertible preferred stock | $ 6,241 | $ 413 |
Issuance of common stock upon conversion of Series H convertible preferred stock, shares | 624,111 | 41,323 |
Issuance of common stock upon conversion of Series I convertible preferred stock | $ 21,000 | |
Issuance of common stock upon conversion of Series I convertible preferred stock, shares | 2,100,000 | |
Issuance of common stock upon conversion of Series J convertible preferred stock | $ 19,811 | |
Issuance of common stock upon conversion of Series J convertible preferred stock, shares | 1,981,114 | |
Issuance of common stock upon conversion of Series K convertible preferred stock | $ 20,502 | |
Issuance of common stock upon conversion of Series K convertible preferred stock, shares | 2,050,228 | |
Reclassification of restricted stock awards and units from equity to liability classified upon modification | ||
Common stock withheld for taxes | $ (44) | $ (339) |
Common stock withheld for taxes, shares | (4,355) | (33,947) |
Exercise of common stock options | $ 3 | |
Exercise of common stock options, shares | 316 | |
Deemed dividend on Series I convertible preferred stock | ||
Deemed dividend on Series J convertible preferred stock | ||
Deemed dividend on Series K convertible preferred stock | ||
Beneficial conversion feature on Series H convertible preferred stock | ||
Deemed dividend on Series H convertible preferred stock | ||
Stock-based compensation | ||
Net loss | ||
Repurchase restricted stock classified as liabilities | $ (222) | |
Repurchase restricted stock classified as liabilities, shares | (22,178) | |
Issuance of common stock for restricted stock units in connection with the acquisition of LiftIgniter, shares | 11,667 | |
Issuance of common stock in connection with professional services | $ 142 | |
Issuance of common stock in connection with professional services, shares | 14,205 | |
Issuance of restricted stock in connection with the acquisition of The Spun | $ 1,948 | |
Issuance of restricted stock in connection with the acquisition of The Spun, shares | 194,806 | |
Net exercise of common stock options with exchange of common stock | $ 39 | |
Net exercise of common stock options with exchange of common stock, shares | 3,858 | |
Issuance of common stock in connection with private placement | $ 12,990 | |
Issuance of common stock in connection with private placement, shares | 1,299,027 | |
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy | $ 341 | |
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy, shares | 34,092 | |
Issuance of common stock upon vesting of restricted stock units | $ 227 | |
Issuance of common stock upon vesting of restricted stock units, shares | 22,728 | |
Forfeiture of unvested restricted stock awards | $ (68) | |
Forfeiture of unvested restricted stock awards, shares | (6,835) | |
Reclassification of warrants to equity | ||
Balance at December 31, 2021 | $ 126,329 | $ 104,129 |
Ending balance, shares | 12,632,947 | 10,412,965 |
Common Stock to be Issued [Member] | ||
Balance at December 31, 2020 | $ 491 | $ 1,790 |
Beginning balance, shares | 49,134 | 179,014 |
Issuance of common stock for restricted stock units in connection with the acquisition of LiftIgniter | ||
Issuance of common stock in connection with the merger of Say Media | $ (1,299) | |
Issuance of common stock in connection with the merger of say media, shares | 129,880 | |
Issuance of common stock in connection with the merger of say media, shares | (129,880) | |
Forfeiture of restricted stock | ||
Issuance of restricted stock awards to the board of directors | ||
Issuance of common stock upon conversion of 12% convertible debentures | ||
Issuance of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures | ||
Issuance of common stock upon conversion of Series H convertible preferred stock | ||
Issuance of common stock upon conversion of Series I convertible preferred stock | ||
Issuance of common stock upon conversion of Series J convertible preferred stock | ||
Issuance of common stock upon conversion of Series K convertible preferred stock | ||
Reclassification of restricted stock awards and units from equity to liability classified upon modification | ||
Common stock withheld for taxes | ||
Exercise of common stock options | ||
Deemed dividend on Series I convertible preferred stock | ||
Deemed dividend on Series J convertible preferred stock | ||
Deemed dividend on Series K convertible preferred stock | ||
Beneficial conversion feature on Series H convertible preferred stock | ||
Deemed dividend on Series H convertible preferred stock | ||
Stock-based compensation | ||
Net loss | ||
Repurchase restricted stock classified as liabilities | ||
Issuance of common stock in connection with professional services | ||
Issuance of restricted stock in connection with the acquisition of The Spun | ||
Net exercise of common stock options with exchange of common stock | ||
Issuance of common stock in connection with private placement | ||
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy | ||
Issuance of common stock upon vesting of restricted stock units | ||
Forfeiture of unvested restricted stock awards | ||
Reclassification of warrants to equity | ||
Balance at December 31, 2021 | $ 491 | $ 491 |
Ending balance, shares | 49,134 | 49,134 |
Additional Paid-in Capital [Member] | ||
Balance at December 31, 2020 | $ 141,855,206 | $ 35,954,677 |
Issuance of common stock for restricted stock units in connection with the acquisition of LiftIgniter | (117) | 500,000 |
Issuance of common stock in connection with the merger of Say Media | ||
Forfeiture of restricted stock | 182 | |
Issuance of restricted stock awards to the board of directors | (489) | (256) |
Issuance of common stock upon conversion of 12% convertible debentures | 21,377,994 | |
Issuance of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures | 10,929,996 | |
Issuance of common stock upon conversion of Series H convertible preferred stock | 4,523,759 | 299,587 |
Issuance of common stock upon conversion of Series I convertible preferred stock | 24,760,742 | |
Issuance of common stock upon conversion of Series J convertible preferred stock | 24,306,730 | |
Issuance of common stock upon conversion of Series K convertible preferred stock | 26,933,048 | |
Reclassification of restricted stock awards and units from equity to liability classified upon modification | (3,800,734) | |
Common stock withheld for taxes | (70,194) | (520,105) |
Exercise of common stock options | 3,764 | |
Deemed dividend on Series I convertible preferred stock | (5,082,000) | |
Deemed dividend on Series J convertible preferred stock | (586,545) | |
Deemed dividend on Series K convertible preferred stock | (9,472,050) | |
Beneficial conversion feature on Series H convertible preferred stock | 502,000 | |
Deemed dividend on Series H convertible preferred stock | (502,000) | |
Stock-based compensation | 32,538,785 | 16,250,176 |
Net loss | ||
Repurchase restricted stock classified as liabilities | 222 | |
Issuance of common stock in connection with professional services | 124,858 | |
Issuance of restricted stock in connection with the acquisition of The Spun | (1,948) | |
Net exercise of common stock options with exchange of common stock | (39) | |
Issuance of common stock in connection with private placement | 19,824,767 | |
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy | 502,159 | |
Issuance of common stock upon vesting of restricted stock units | (227) | |
Forfeiture of unvested restricted stock awards | 68 | |
Reclassification of warrants to equity | 1,113,403 | |
Balance at December 31, 2021 | 200,410,213 | 141,855,206 |
Retained Earnings [Member] | ||
Balance at December 31, 2020 | (162,273,286) | (73,041,323) |
Issuance of common stock for restricted stock units in connection with the acquisition of LiftIgniter | ||
Issuance of common stock in connection with the merger of Say Media | ||
Forfeiture of restricted stock | ||
Issuance of restricted stock awards to the board of directors | ||
Issuance of common stock upon conversion of 12% convertible debentures | ||
Issuance of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures | ||
Issuance of common stock upon conversion of Series H convertible preferred stock | ||
Issuance of common stock upon conversion of Series I convertible preferred stock | ||
Issuance of common stock upon conversion of Series J convertible preferred stock | ||
Issuance of common stock upon conversion of Series K convertible preferred stock | ||
Reclassification of restricted stock awards and units from equity to liability classified upon modification | ||
Common stock withheld for taxes | ||
Exercise of common stock options | ||
Deemed dividend on Series I convertible preferred stock | ||
Deemed dividend on Series J convertible preferred stock | ||
Deemed dividend on Series K convertible preferred stock | ||
Beneficial conversion feature on Series H convertible preferred stock | ||
Deemed dividend on Series H convertible preferred stock | ||
Stock-based compensation | ||
Net loss | (89,939,653) | (89,231,963) |
Repurchase restricted stock classified as liabilities | ||
Issuance of common stock in connection with professional services | ||
Issuance of restricted stock in connection with the acquisition of The Spun | ||
Net exercise of common stock options with exchange of common stock | ||
Issuance of common stock in connection with private placement | ||
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy | ||
Issuance of common stock upon vesting of restricted stock units | ||
Forfeiture of unvested restricted stock awards | ||
Reclassification of warrants to equity | ||
Balance at December 31, 2021 | $ (252,212,939) | $ (162,273,286) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (89,939,653) | $ (89,231,963) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 443,422 | 638,796 |
Amortization of platform development and intangible assets | 24,732,877 | 24,192,631 |
Loss on disposition of assets | 1,192,310 | 279,133 |
Loss on impairment of lease | 466,356 | |
Loss on termination of lease | 7,344,655 | |
Gain upon debt extinguishment | (5,716,697) | |
Amortization of debt discounts | 2,105,536 | 6,607,212 |
Change in valuation of warrant derivative liabilities | (34,492) | (496,305) |
Change in valuation of embedded derivative liabilities | (2,571,004) | |
Loss on conversion of 12% convertible debentures | 3,297,539 | |
Accrued and noncash converted interest | 6,956,182 | 9,244,324 |
Liquidated damages | 2,637,364 | 1,487,577 |
Stock-based compensation | 30,493,521 | 14,641,181 |
Deferred income taxes | (1,674,434) | 210,832 |
Other | (499,196) | (524,418) |
Change in operating assets and liabilities net of effect of business combinations: | ||
Accounts receivable | (2,891,000) | 362,460 |
Subscription acquisition costs | 3,108,403 | (34,945,422) |
Royalty fees | 15,000,000 | 15,000,000 |
Prepayments and other current assets | 48,983 | (356,528) |
Other long-term assets | 691,661 | (245,525) |
Accounts payable | 3,752,875 | (1,404,703) |
Accrued expenses and other | 7,474,423 | (3,392,507) |
Unearned revenue | (15,818,724) | 21,695,088 |
Subscription refund liability | (948,732) | 891,359 |
Operating lease liabilities | (2,489,166) | 1,814,601 |
Other long-term liabilities | (1,165,863) | 511,055 |
Net cash used in operating activities | (14,729,389) | (32,294,587) |
Cash flows from investing activities | ||
Purchases of property and equipment | (376,635) | (1,212,003) |
Capitalized platform development | (4,818,866) | (3,750,541) |
Proceeds from sale of intangible asset | 350,000 | |
Payments for acquisition of businesses, net of cash | (7,950,457) | (315,289) |
Net cash used in investing activities | (13,145,958) | (4,927,833) |
Cash flows from financing activities | ||
Proceeds from long-term debt | 5,086,135 | 11,702,725 |
Proceeds, net of repayments, under line of credit | 4,809,403 | 7,178,791 |
Proceeds from common stock private placement | 20,005,000 | |
Payment of debt issuance costs on long-term debt | (560,500) | |
Repayments of convertible debt | (1,130,903) | |
Proceeds from exercise of common stock options | 3,767 | |
Payments of issuance costs from common stock private placement | (167,243) | |
Payment for taxes related to repurchase of restricted common stock | (70,238) | (520,444) |
Payment of restricted stock liabilities | (1,471,591) | (177,425) |
Net cash provided by financing activities | 28,191,466 | 37,284,011 |
Net increase in cash, cash equivalents, and restricted cash | 316,119 | 61,591 |
Cash, cash equivalents, and restricted cash – beginning of year | 9,534,681 | 9,473,090 |
Cash, cash equivalents, and restricted cash – end of year | 9,850,800 | 9,534,681 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,392,900 | 645,681 |
Cash paid for income taxes | ||
Noncash investing and financing activities | ||
Reclassification of stock-based compensation to platform development | 2,045,264 | 1,608,995 |
Issuance of common stock in connection with professional services | 125,000 | |
Deferred cash payments in connection with acquisition of The Spun | 905,109 | |
Assumption of liabilities in connection with acquisition of The Spun | 84,732 | |
Commitment fee on delayed draw term note in accrued expenses and other | 508,614 | |
Reclassification of warrants to equity | 1,113,403 | |
Net exercise of common stock options with exchange of common stock | 39 | |
Debt discount on long-term debt | 913,865 | |
Restricted common 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 | 419,387 | |
Conversion of convertible debt into common stock | 21,402,488 | |
Conversion of embedded derivative liabilities into common stock | 10,929,996 | |
Series H convertible preferred stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of Series K convertible preferred stock | 113,000 | |
Noncash investing and financing activities | ||
Deemed dividend on Series K convertible preferred stock | 502,000 | |
Series J Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of Series K convertible preferred stock | 6,000,000 | |
Noncash investing and financing activities | ||
Conversion of Series K convertible preferred stock into common stock | 23,739,996 | |
Deemed dividend on Series K convertible preferred stock | 586,545 | |
Series K Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of Series K convertible preferred stock | 14,675,000 | |
Noncash investing and financing activities | ||
Conversion of Series K convertible preferred stock into common stock | 17,481,500 | |
Deemed dividend on Series K convertible preferred stock | 9,472,050 | |
Payment of long-term debt for issuance of Series K convertible preferred stock | 3,367,000 | |
Series I Preferred Stock [Member] | ||
Noncash investing and financing activities | ||
Conversion of Series K convertible preferred stock into common stock | 19,699,742 | |
Deemed dividend on Series K convertible preferred stock | $ 5,082,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization The Arena Holdings Group, Inc. (formerly known as TheMaven, Inc.) (“The Arena Group” or the “Company”), was incorporated in Delaware on October 1, 1990. On October 11, 2016, the predecessor entity now known as The Arena Group exchanged its shares with another entity that was incorporated in Delaware on July 22, 2016. On November 4, 2016, these entities consummated a recapitalization. This resulted in The Arena Group becoming the parent entity, and the other Delaware entity becoming the wholly owned subsidiary. On December 19, 2019, the Company’s wholly owned subsidiaries The Arena Platform, Inc. (formerly known as Maven Coalition, Inc.), and HubPages, Inc. (“HubPages”), a Delaware corporation that was acquired by the Company in a merger during 2018, were merged into another of the Company’s wholly owned subsidiaries, Say Media, Inc. (“Say Media”), a Delaware corporation that was acquired by the Company in a merger during 2018, with Say Media as the surviving corporation. On January 6, 2020, Say Media changed its name to The Arena Platform, Inc. (“Arena Platform”). As of December 31, 2021, the Company’s wholly owned subsidiaries consist of The Arena Platform, The Arena Media Brands, LLC (“Arena Media”) (formerly known as Maven Media Brands, LLC) formed during 2019 as a wholly owned subsidiary of The Arena Group), TheStreet, Inc. (“TheStreet” acquired by the Company in a merger during 2019) and College Spun Media Incorporated (“The Spun” acquired by the Company in a merger during 2021 as further described in Note 3). The Company changed its corporate name to The Arena Group Holdings, Inc. from TheMaven, Inc. to on February 8, 2022. The Company’s subsidiaries changed their corporate names to The Arena Platform, Inc. from Maven Coalition, Inc. and to The Arena Media Brands, LLC from Maven Media Brands, LLC on February 18, 2022. Unless the context indicates otherwise, The Arena Group, The Arena Platform, TheStreet and The Spun, are together hereinafter referred to as the “Company.” Reverse Stock Split On November 18, 2020, the Company’s stockholders holding more than a majority of the voting power of the Company approved the amendment to the Company’s Amended and Restated Certificate of Incorporation on November 24, 2020, to effect a reverse split of the common stock at a ratio to be determined by the board of directors (the “Board”) within certain parameters, and without reducing the authorized number of shares of common stock. On February 8, 2022, the Company’s Board approved a one-for-twenty-two (1-for-22) reverse stock split of its outstanding shares of common stock that was effective at 8:00 p.m. Eastern Time on February 8, 2022 and began trading on the NYSE American (the “NYSE American”) on February 9, 2022 (as further described below). At the effective time, every twenty-two shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the number of authorized shares. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole number. The accompanying financial statements and notes to the financial statements give effect to the reverse stock split for all periods presented. The shares of common stock retained a par value of $ 0.01 per share. Accordingly, stockholders’ deficiency reflects the reverse stock split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the reverse stock split. In addition, any fractional shares that would otherwise be issued as a result of the reverse stock split were rounded up to the nearest whole share. In connection with the reverse stock split, proportionate adjustments were made to increase the per share exercise prices and decrease the number of shares of common stock issuable upon exercise of common stock options and warrants whereby approximately the same aggregate price is required to be paid for such securities upon exercise as had been payable immediately preceding the reverse stock split. In addition, any fractional shares that would otherwise be issued as a result of the reverse stock split were rounded up to the nearest whole share. On February 9, 2022, in connection with the Company’s name change and reverse stock split, the Company up-listed its common stock to the NYSE American, which began trading on February 9, 2022 under the symbol “AREN.” A notice of corporate action was filed with the Financial Industry Regulatory Authority (“FINRA”), requesting approval to change the Company’s corporate name and trading symbol, and to effect the reverse stock split. The Company’s common stock, prior to the up-list, was quoted on the OTC Markets Group Inc.’s (“OTCM”) OTCQX ® Business Operations The Company is a data-driven media company that focuses on building deep content verticals powered by a best-in-class digital media platform (the “Platform”), empowering premium publishers who impact, inform, educate and entertain. The Company’s strategy is to focus on key verticals where audiences are passionate about a topic category (e.g., sports, finance) and where it can leverage the strength of its core brands to grow our audience and monetization both within its core brands as well as its media publishers (each, a “Publisher Partner”). The Company’s focus is on leveraging the Platform and iconic brands in targeted verticals to maximize the audience, improve engagement and optimize monetization of digital publishing assets for the benefit of our users, our advertiser clients, and our 35 owned and operated properties as well as properties we run on behalf of independent Publisher Partners. The Company operates the media businesses for Sports Illustrated (as defined below), own and operate TheStreet and The Spun (collectively, Sports Illustrated, TheStreet and The Spun are hereinafter referred to as the Company’s “Owned and Operated Businesses”), and power more than 200 independent Publisher Partners, including Biography, History, and the many team sports sites that comprise FanNation, among others. Each Publisher Partner joins the Platform by invitation-only and is drawn from premium media brands and independent publishing businesses with the objective of augmenting the Company’s position in key verticals and optimizing the performance of the Publisher Partner. Publisher Partners incur the costs in content creation on their respective channels and receive a share of the revenue associated with their content. Because of the state-of-the-art technology and large scale of the Platform and the Company’s expertise in search engine optimization (SEO), social media, subscription marketing and ad monetization, Publisher Partners continually benefit from its ongoing technological advances and bespoke audience development expertise. Additionally, the Company believes the lead brand within each vertical creates a halo benefit for all Publisher Partners in the vertical on both the content and technology sides. While they benefit from these critical performance improvements, they also may save substantially in technology, infrastructure, advertising sales, member marketing, and management costs. In addition, they benefit from recirculation across the Company’s Platform, as well as syndication to more than 25 third-party sites. The Company’s growth strategy is to continue to expand the coalition by adding new Publisher Partners in key verticals that management believes will expand the scale of unique users interacting on the Platform. In each vertical, the Company seeks to build around a leading brand, such as Sports Illustrated (for sports) and TheStreet (for finance), surround it with subcategory specialists, and further enhance coverage with individual expert contributors. The primary means of expansion is adding independent Publisher Partners and/or acquiring publishers that have premium branded content and can broaden the reach and impact of the Platform. As the Company’s digital revenue and gross margin grows, the Company believes it can further accelerate its growth. The Company assumed management of certain Sports Illustrated media assets (pursuant to a licensing agreement with Sports Illustrated, including various amendments, or a collectively referred to herein as the “Sports Illustrated Licensing Agreement”) on October 4, 2019. Sports Illustrated is owned by ABG-SI LLC (“ABG”), a brand development, marketing, and entertainment company. Since assuming management of the Sports Illustrated media assets, the Company has implemented significant changes to rebuild the historic brand and beacon of sports journalism, to evolve and expand the business, and to position it for growth and continued success going forward. SI Sportsbook was launched in 2021 in Colorado. The Company provides the content for SI Sportsbook and its partner, 888, one of the world’s leading online betting and gaming companies, provides the gambling engine. SI Sportsbook covers the NFL, CFB, NCAAMB, MLB, NBA, NHA, PGA, Horse Racing, UCF, Boxing. The content the Company provides includes: (i) Sports Illustrated winners club newsletter, live NFL pre-game show and twitter spaces, (ii) 50,000 NFL and CFB game betting previews and player props, (iii) five new betting articles series, and (iv) four new video on-demand betting series. TheStreet is a leading financial news and information provider to investors and institutions worldwide and has produced business news and market analysis for individual investors. TheStreet brings its editorial tradition, strong subscription platform, and valuable membership base to the Company, and benefits from its mobile-friendly CMS, social, video, and monetization technology. The Spun (thespun.com), founded in September 2012, is an online independent sports publication that brings readers the most interesting athletic stories of the day. Currently, The Spun produces more than 30,000 annual content pieces. The Spun reaches approximately 35 million unique readers per month and focuses on the social media aspect of the industry. Seasonality The Company experiences typical media company advertising and membership sales seasonality, which is strong in the fiscal fourth quarter and slower in the fiscal first quarter. Going Concern The Company performed an annual reporting period going concern assessment. Management is required to assess the Company’s ability to continue as a going concern. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern. Historically, the Company has recorded recurring losses from operations and has operated with a net capital deficiency. The Company considered these factors to determine if the significance of those conditions or events would limit its ability to meet its obligations when due. Most recently, operating losses realized in prior years had been impacted by the COVID-19 pandemic and the related shut down of most professional and collegiate sports, which reduced user traffic and advertising revenue. As the Company entered fiscal 2021, and the impact of COVID-19 on its operations began to dissipate, the Company invested heavily in marketing, customer growth, and people and technology as it expanded its operations, specifically related to TheStreet and the Sports Illustrated media business. As reflected in these consolidated financial statements, the Company recorded revenues of approximately $ 189.1 million and incurred a net loss attributable to common stockholders of approximately $ 89.9 million for the year ended December 31, 2021. The Company has historically financed its working capital requirements since inception through the issuance of debt and equity securities. Management has evaluated whether relevant conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern. The factors considered include, but are not limited to, the Company’s financial condition, liquidity sources, obligations due within one year after the issuance date of its accompanying consolidated financial statements, and the funds necessary to maintain operations, including negative financial trends or other indicators of possible financial difficulty. Substantial doubt exists when conditions and events, considered in the aggregate, indicate it is probable that a company will not be able to meet its obligations as they become due within one year after the issuance date of its financial statements. Management’s assessment is based on the relevant conditions that are known or reasonably knowable as of the date these consolidated financial statements for the year ended December 31, 2021 were issued. In particular, the Company evaluated: (1) 2022 cash flow forecast, which considered the use of its working capital line with FastPay (as described in Note 14) to fund changes in working capital, under which it has available credit of approximately $ 17.7 31.5 recurring digital and print subscriptions, which are generally paid in advance, and (ii) overall digital revenue, representing 53.4% of the Company’s total revenue, grew approximately 49.1% in fiscal 2021, which the Company believes demonstrates the strength of its brands. In addition, the Company’s firm commitment underwritten public offering, as described above, demonstrates its ability to access capital markets. Finally, the Company also considered its implementation of additional measures, if required, related to potential revenue and earnings declines from continued COVID-19-related challenges. Management’s assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change. As a result of these considerations and as a part of the quantitative and qualitative factors that are known or reasonably knowable as of the date these consolidated financial statements for the year ended December 31, 2021 were issued, the Company concluded that conditions and events considered in the aggregate, do not raise substantial doubt about its ability to continue as a going concern for a one-year period following the financial statement issuance date. Reclassifications Certain prior year amounts have been reclassified to conform to current period presentation. These reclassifications were immaterial, both individually and in the aggregate. These changes did not impact previously reported loss from operations or net loss. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of The Arena Group and its wholly owned subsidiaries, Arena Media, Arena Platform, TheStreet and The Spun. Intercompany balances and transactions have been eliminated in consolidation. Foreign Currency The functional currency of the Company’s foreign subsidiaries is the local currencies (Canadian dollar), as it is the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate. All assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currencies financial statements into U.S. dollars was immaterial for the year ended December 31, 2020, therefore, a foreign currency cumulative translation adjustment was not reported as a component of accumulated other comprehensive income (loss) and the unrealized foreign exchange gain or loss was omitted from the consolidated statements of cash flows. Foreign currency transaction gains and losses, if any, resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income, net on the consolidated statements of operations. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the selection of useful lives of property and equipment, intangible assets, capitalization of platform development and associated useful lives; assumptions used in accruals for potential liabilities; fair value of assets acquired and liabilities assumed in the business acquisitions, the fair value of the Company’s goodwill and the assessment of acquired goodwill, other intangible assets and long-lived assets for impairment; determination of the fair value of stock-based compensation and valuation of derivatives liabilities; and the assumptions used to calculate contingent liabilities, and realization of deferred tax assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. Actual results could differ from these estimates. Risks and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development. With the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues. Given that the Sports Illustrated media business relies on sporting events to generate content and comprises a material portion of the Company’s revenues, the cash flows and results of operations are susceptible to a widespread cancellation of sporting events or a general limitation of societal activity akin to what is widely known to have occurred in the Unites States and elsewhere during the 2020 calendar year. Future widespread shutdowns of in-person economic activity could have a material impact on the Company’s business. As a result of the Company’s advertising revenue declining in early 2020 caused by the widespread cancellations of sporting events, the Company is vulnerable to a risk of loss in the near term and it is at least reasonably possible that events or circumstances may occur that could cause an impact in the near term, that depend on the actions taken to prevent the further spread of COVID-19. Since August 2018, B. Riley FBR, Inc. (“B. Riley FBR”), a registered broker-dealer owned by B. Riley Financial, Inc., a diversified publicly-traded financial services company (“B. Riley”), has been instrumental in providing investment banking services to the Company and in raising debt and equity capital for the Company. These services have included raising of equity capital to support the acquisition of College Spun Media Incorporated (as described in Note 3). B. Riley has also assisted in the raising of debt and equity capital for various acquisitions, refinancing and working capital purposes including the 12% Convertible Debentures (as described in Note 18), Senior Secured Note and Delayed Draw Term Note (as described in Note 19), Series H, Series I, Series J and Series K Preferred Stock (as described in Note 20), Common Stock Private Placement (as described in Note 21) and the Public Offering (as described in Note 28). Segment Reporting The Company operates in one reportable segment which focuses on a publishing platform. The Company’s business offerings have similar operating characteristics and similar long-term operating performance, including the types of customers, nature of product or services, distribution methods and regulatory environment. The chief operating decision maker of the Company reviews specific financial and operational specific data and other key metrics to make resource allocation decisions and assesses performance by review of profit and loss information on a consolidated basis. The consolidated financial statements reflect the financial results of the Company’s one reportable segment. Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers The following is a description of the principal activities from which the Company generates revenue: Advertising Revenue Digital Advertising – Advertising revenue that is comprised of fees charged for the placement of advertising, on the Company’s flagship website, TheStreet.com, Advertising – Subscription Revenue Digital Subscriptions Subscription revenue generated from the Company’s flagship website TheStreet.com Print Revenue Print revenue includes magazine subscriptions and single copy sales at newsstands. Print Subscriptions – Newsstand Licensing Revenue Content licensing-based revenues are accrued generally monthly or quarterly based on the specific mechanisms of each contract. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners. These adjustments are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically earned evenly over the fiscal year. Nature of Performance Obligations At contract inception, the Company assesses the obligations promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service or bundle that is distinct. To identify the performance obligations, the Company considers all the promises in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Company allocates the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when, or as, the performance obligations are satisfied, and control is transferred to the customer. Digital Advertising Print Advertising – Digital Subscriptions Print Subscriptions Newsstand Licensing – Timing of Satisfaction of Performance Obligations Point-in-Time Performance Obligations – Over-Time Performance Obligations – For performance obligations related to digital advertising, the Company satisfies its performance obligations on some flat-fee digital advertising placements over time using a time-elapsed output method. Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. The Company has determined that the above method provides a faithful depiction of the transfer of goods or services to the customer. For performance obligations recognized using a time-elapsed output method, the Company’s efforts are expended evenly throughout the period. Performance obligations related to subscriptions to premium content on the digital media channels provides access for a given period of time, which is generally one year. The Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the reporting period. Transaction Price and Amounts Allocated to Performance Obligations Determining the Transaction Price – Subscription revenue generated from the flagship website TheStreet.com The Company typically does not offer any type of variable consideration in standard magazine subscription contracts. For these contracts, the transaction price is fixed upon establishment of the contract that contains the final terms of the sale including description, quantity and price of each subscription purchased. Therefore, the Company does not estimate variable consideration or perform a constraint analysis for these contracts. A right of return exists for newsstand contracts. The Company has sufficient historical data to estimate the final amount of returns and reduces the transaction price at contract inception for the expected return reserve. There is no variable consideration related to functional licenses. Estimating Standalone-Selling Prices – Measuring Obligations for Returns and Refunds As of December 31, 2021 and 2020, a subscription refund liability of $ 3,086,799 4,035,531 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 (further details are provided under the headings Contract Balances Subscription Acquisition Costs Disaggregation of Revenue The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition: Schedule of Disaggregation of Revenue 2021 2020 Years Ended December 31, 2021 2020 Revenue by category: Digital revenue Digital advertising $ 62,864,924 $ 34,648,945 Digital subscriptions 29,628,355 28,495,676 Other revenue 8,515,655 4,596,686 Total digital revenue 101,008,934 67,741,307 Print revenue Print advertising 9,050,671 9,710,877 Print subscriptions 79,080,729 50,580,213 Total print revenue 88,131,400 60,291,090 Total $ 189,140,334 $ 128,032,397 Revenue by geographical market: United States $ 182,706,557 $ 122,570,712 Other 6,433,777 5,461,685 Total $ 189,140,334 $ 128,032,397 Revenue by timing of recognition: At point in time $ 159,511,979 $ 99,536,721 Over time 29,628,355 28,495,676 Total $ 189,140,334 $ 128,032,397 Cost of Revenue Cost of revenue represents the cost of providing the Company’s digital media channels and advertising and membership services. The cost of revenue that the Company has incurred in the periods presented primarily include: Publisher Partner guarantees and revenue share payments; amortization of developed technology and platform development; royalty fees; hosting and bandwidth and software license fees; printing and distribution costs; payroll and related expenses for customer support, technology maintenance, and occupancy costs of related personnel; fees paid for data analytics and to other outside service providers; and stock-based compensation of related personnel and stock-based compensation related to Publisher Partner Warrants (as described in Note 22). 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. An asset is recognized when certain costs incurred to obtain a contract meet the capitalization criteria. 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 2021 2020 As of December 31, 2021 2020 Unearned revenue (short-term contract liabilities): Digital revenue $ 14,692,479 $ 15,039,331 Print revenue 39,337,178 46,586,345 Total short-term contract liabilities $ 54,029,657 $ 61,625,676 Unearned revenue (long-term contract liabilities): Digital revenue $ 1,444,440 $ 785,636 Print revenue 13,831,452 22,712,961 Total long-term contract liabilities $ 15,275,892 $ 23,498,597 Unearned Revenue During January of 2020, February of 2020 and December of 2021, the Company modified certain digital and print subscription contracts that prospectively changed the frequency of the related issues (or magazines) required to be delivered on a yearly basis (the “Contract Modifications”). 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. For the years ended December 31, 2021 and 2020, the Company recognized revenue of $ 2,821,155 9,341,946 Cash, Cash Equivalents, and Restricted Cash The Company maintains cash, cash equivalents, and restricted cash at banks where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit during the year. Cash and cash equivalents represent cash and highly liquid investments with an original contractual maturity at the date of purchase of three months. As of December 31, 2021 and 2020, cash and cash equivalents consist primarily of checking, savings deposits and money market accounts. These deposits exceeded federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk regarding its cash and cash equivalents. The following table reconciles total cash, cash equivalents, and restricted cash: Schedule of Cash and Restricted Cash 2021 2020 As of December 31, 2021 2020 Cash and cash equivalents $ 9,349,020 $ 9,033,872 Restricted cash 501,780 500,809 Total cash, cash equivalents, and restricted cash $ 9,850,800 $ 9,534,681 As of December 31, 2021 and 2020, the Company had restricted cash of $ 501,780 500,809 Accounts Receivable The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable is recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from digital and print subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable as of December 31, 2021 and 2020 of $ 21,659,847 16,497,626 1,578,357 892,352 Subscription Acquisition Costs Subscription acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if it expects to recover those costs. The Company has determined that sales commissions paid on all third-party agent sales of subscriptions are direct and incremental and, therefore, meet the capitalization criteria. Direct mail costs also meet the requirements to be capitalized as assets if they are proven to be recoverable. The incremental costs of obtaining a contract are amortized as revenue is recognized or over the term of the agreement. The Company had no asset impairment charges related to the subscription acquisition costs during the years ended December 31, 2021 and 2020. The Contract Modifications resulted in subscription acquisition costs to be recognized on a prospective basis in the same proportion as the revenue that has not yet been recognized. As of December 31, 2021 and 2020, subscription acquisition costs were $ 38,397,077 30,162,524 8,234,553 41,505,480 28,146,895 13,358,585 30,162,524 8,234,553 Concentrations Significant Customers Revenue from a significant customer as a percentage of the Company’s total revenue represents 11.3 % and none A significant accounts receivable balance as a percentage of the Company’s total accounts receivable represents 10.7 % and none Significant Vendors A significant accounts payable balance as a percentage of the Company’s total accounts payable represents 10.5 % and none for the years ended December 31, 2021 and 2020, respectively. Leases The Company has lease arrangements for certain equipment and its offices. Leases are recorded as an operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. At inception, the Company determines whether an arrangement that provides control over the use of an asset is a lease. When it is reasonably certain that the Company will exercise the renewal period, the Company includes the impact of the renewal in the lease term for purposes of determining total future lease payments. Rent expense is recognized on a straight-line basis over the lease term. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives: Schedule of Depreciation and Amortization, Useful Lives of Assets Office equipment and computers 1 3 Furniture and fixtures 1 5 Leasehold improvements Shorter of remaining lease term or estimated useful life Platform Development The Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development is ready to commence. The Company places capitalized platform development assets into service and commences amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized platform development assets when the upgrade or enhancement will result in new or additional functionality. The Company capitalizes internal labor costs, including payroll-based and stock-based compensation, benefits and payroll taxes, that are incurred for certain capitalized platform development projects related to the Company’s technology platform. The Company’s policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor costs, is material. Platform development costs are amortized on a straight-line basis over three years, which is the estimated useful life of the related asset and is recorded in cost of revenues on the consolidated statements of operations. Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the estimated fair values determined by management as of the acquisition date. Goodwill is measured as the excess of consideration transferred and the net fair values of the assets acquired and the liabilities assumed at the date of acquisition. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period, which may be up to one year from the acquisition date, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Additionally, the Company identifies acquisition-related contingent payments and determines their respective fair values as of the acquisition date, which are recorded as accrued liabilities on the consolidated balance sheets. Subsequent changes in fair value of contingent payments are recorded on the consolidated statements of operations. The Company expenses transaction costs related to the acquisition as incurred. Intangible Assets Intangibles with finite lives, consisting of developed technology and trade names, are amortized using the straight-line method over the estimated economic lives of the assets. A finite lived intangible asset is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Intangibles with an indefinite useful life are not being amortized. Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually on December 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company operates as one reporting unit, therefore, the impairment test is performed at the consolidated entity level. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit. If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. As of December 31, 2021 and 2020, management determined there were no indications of impairment. Deferred Financing Costs and Discounts on Debt Obligations Deferred financing costs consist of cash and noncash consideration paid to lenders and third parties with respect to convertible debt and other financing transactions, including legal fees and placement agent fees. Such costs are deferred and amortized over the term of the related debt. Upon the settlement of debt or conversion of convertible debt into common stock, under certain circumstances, the pro rata portion of any related unamortized deferred financing costs are charged to operations. Additional consideration in the form of warrants and other derivative financial instruments issued to lenders is accounted for at fair value utilizing information determined by consultants with the Company’s independent valuation firm. The fair value of warrants and derivatives are recorded as a reduction to the carrying amount of the related debt and are being amortized to interest expense over the term of such debt, with the initial offsetting entries recorded as a liability on the balance sheet. Upon the settlement or conversion of convertible debt into common stock, under certain circumstances, the pro rata portion of any related unamortized discount on debt is charged to operations. Liquidated Damages Liquidated damages are provided as a result of the following: (i) certain registration rights agreements provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the Securities and Exchange Commission (“SEC”) within the requisite time frame (the “Public Information Failure Damages”). Obligations with respect to the Registration Rights Damages and the Public Information Failure Damages (collectively, the “Liquidated Damages”) are accounted for as contingent obligations when it is deemed probable the obligations would not be satisfied at the time a financing is completed and are subsequently reviewed at each quarter-end reporting date thereafter. When such quarterly review indicates that it is probable that the Liquidated Damages will be incurred, the Company records an estimate of each such obligation at the balance sheet date based on the amount due of such obligation. Selling and Marketing Selling and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account management support teams, as well as commissions, travel, trade show sponsorships and events, conferences and advertising costs. The Company’s advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts, print, and digital advertising. Advertising costs that are not capitalized are expensed the first time the advertising takes place. During the years ended December 31, 2021 and 2020, the Company incurred advertising expenses of $ 5,942,759 and $ 3,583,116 , respectively, which are included within selling and marketing on the consolidated statements of operations. General and Administrative General and administrative expenses consist primarily of payroll for executive personnel, technology personnel incurred in developing conceptual formulation and determination of existence of needed technology, and administrative personnel along with any related payroll costs; professional services, including accounting, legal and insurance; facilities costs; conferences; other general corporate expenses; and stock-based compensation of related personnel. Derivative Financial Instruments The Company accounts for freestanding contracts that are settled in the Company’s equity securities, including common stock warrants, to be designated as an equity instrument, and generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations. The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows. At the date of exercise of any of the warrants, or the conversion of any convertible debt or preferred stock into common stock, the pro rata fair value of the related warrant liability and any embedded derivative liability is transferred to additional paid-in capital. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1 Level 2 Level 3 The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amount of the Company’s financial instruments comprising of cash, restricted cash, accounts receivable, accounts payable and accrued expenses and other approximate fair value because of the short-term maturity of these instruments. Preferred Stock Preferred stock (the “Preferred Stock”) (as described in Note 20) is reported as a mezzanine obligation between liabilities and stockholders’ deficiency. If it becomes probable that the Preferred Stock will become redeemable, the Company will re-measure the Preferred Stock by adjusting the carrying value to the redemption value of the Preferred Stock assuming each balance sheet date is a redemption date. Stock-Based Compensation 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, (b) stock option grants to employees, directors and consultants, (c) common stock warrants to Publisher Partners (n |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 3. Acquisitions The Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805) 2021 Acquisitions College Spun Media Incorporated 11,829,893 in cash and the issuance of an aggregate of 194,806 restricted shares of the Company’s common stock, with one-half of the shares vesting on the first anniversary of the closing date and the remaining one-half of the shares vesting on the second anniversary of the closing date, subject to a customary working capital adjustment based on cash and accounts receivable as of the closing date. The cash payment consists of: (i) $ 10,829,893 paid at closing (of the cash paid at closing, $ 829,893 represents adjusted cash pursuant to the working capital adjustments), and (ii) $ 500,000 to be paid on the first anniversary of the closing and $ 500,000 to be paid on the second anniversary date of the closing. The vesting of shares of the Company’s common stock is subject to the continued employment of certain selling employees. The Spun operates in the United States. The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price Cash $ 10,829,893 Deferred cash payments, as discounted 905,109 Total purchase consideration $ 11,735,002 The Company incurred $ 128,076 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 Cash $ 3,214,436 Accounts receivable 1,772,025 Other current assets 4,567 Brand name 5,175,136 Goodwill 3,479,290 Accrued expenses (84,732 ) Deferred tax liabilities (1,825,720 ) Net assets acquired $ 11,735,002 The Company utilized an independent appraisal to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates. The fair value of the brand name was determined by projecting the acquired entity’s cash flows, deducting notional contributory asset charges on supporting assets (working capital and the assembled workforce) to compute the excess cash flows associated with the brand with a useful life of ten years ( 10 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. Fulltime Fantasy Sports, LLC 335,000 (paid in advance), including transaction related costs of $ 35,000 , (2) the issuance of 34,092 shares the Company’s common stock (subject to certain vesting earn-out provisions and certain buy-back rights), with 11,364 shares of the Company’s common stock, which vested at closing, and (3) a cash earn-out payment of $ 225,000 and 11,364 shares of the Company’s common stock (vested on December 31, 2021). The remaining consideration of a cash earn-out payment of $ 225,000 is due on June 30, 2022 and the vesting of 11,364 shares of the Company’s common stock, which vests on June 30, 2022, is subject to certain terms and conditions and the material breach of certain agreements and acceleration provisions. The Company accounted for the asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of the gross assets acquired by the Company is concentrated in a group of similar identifiable assets. All direct acquisition related costs of $ 35,000 The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price $ 335,000 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 35,000 3 2020 Acquisitions 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 14,205 shares of the Company’s common stock (of which 11,667 shares of the Company’s common stock were issued during the year ended December 31, 2021 with 2,539 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 14,205 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 |
Prepayments and Other Current A
Prepayments and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepayments And Other Current Assets | |
Prepayments and Other Current Assets | 4. Prepayments and Other Current Assets Prepayments and other current assets are summarized as follows: Schedule of Prepayments and Other Current Assets 2021 2020 As of December 31, 2021 2020 Prepaid expenses $ 3,467,075 $ 3,400,080 Prepaid software license 128,525 378,488 Refundable income and franchise taxes 744,642 733,553 Security deposits - 92,494 Other receivables 407,605 62,648 Prepayments and other current assets $ 4,747,847 $ 4,667,263 |
Royalty Fees
Royalty Fees | 12 Months Ended |
Dec. 31, 2021 | |
Royalty Fees | |
Royalty Fees | 5. Royalty Fees As of December 31, 2021 and 2020, $ 11,250,000 and $ 26,250,000 , respectively, of royalty fees were unamortized from the $ 45,000,000 guaranteed minimum annual royalties that was prepaid to ABG in connection with the Sports Illustrated Licensing Agreement. The royalties are being recognized over a period of three-years starting October 4, 2019. As of December 31, 2021, the current portion of $ 11,250,000 was reflected within royalty fees, current portion on the consolidated balance sheets. As of December 31, 2020, the current portion of $ 15,000,000 was reflected within royalty fees, current portion on the consolidated balance sheets and the long-term portion of $ 11,250,000 was reflected within royalty fees, net of current portion on the consolidated balance sheets. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment are summarized as follows: Schedule of Property and Equipment As of December 31, 2021 2020 Office equipment and computers $ 1,344,532 $ 1,341,292 Furniture and fixtures 1,005 19,997 Leasehold improvements - 345,516 1,345,537 1,706,805 Less accumulated depreciation and amortization (709,769 ) (577,367 ) Net property and equipment $ 635,768 $ 1,129,438 Depreciation and amortization expense for the years ended December 31, 2021 and 2020 was $ 443,422 638,796 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 7. Leases The Company’s real estate lease for the use of office space was subleased during the year ended December 31, 2021. The Company determines whether an arrangement contains a lease at inception. Lease assets and liabilities are recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company’s current lease is a long-term operating lease with a remaining fixed payment term of 2.75 years. The table below presents supplemental information related to operating leases: Schedule of Supplemental Information Related to Operating Leases Years Ended December 31, 2021 2020 Operating lease costs during the year (1) $ 2,718,499 $ 4,054,423 Cash payments included in the measurement of operating lease liabilities during the year $ 2,787,266 $ 3,188,986 Operating lease liabilities arising from obtaining lease right-of-use assets during the year $ - $ 16,617,790 Weighted-average remaining lease term (in years) as of year-end 2.75 11.25 Weighted-average discount rate during the year 9.90 % 13.57 % (1) Operating lease costs is presented net of sublease income that is not material. 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. The components of operating lease costs were follows: Schedule of Operating Lease Costs Years Ended December 31, 2021 2020 Operating lease costs: Cost of revenue $ 1,797,327 $ 2,380,002 Selling and marketing 515,868 523,323 General and administrative 405,304 1,151,098 Total operating lease costs (1) $ 2,718,499 $ 4,054,423 (1) Includes certain costs associated with a business membership agreement that permits access to certain office space of $ 75,000 , see below. Maturities of the operating lease liability as of December 31, 2021 are summarized as follows: Summary of Maturity of Lease Liabilities Years Ending December 31, 2022 $ 472,084 2023 486,247 2024 372,829 Minimum lease payments 1,131,160 Less imputed interest (171,981 ) Present value of operating lease liability $ 1,159,179 Current portion of operating lease liability $ 373,859 Long-term portion of operating lease liability 785,320 Total operating lease liability $ 1,159,179 Sublease Agreement - 637,000 . In connection with the sublease agreement, the Company: (1) reduced the value of its right-of-use asset and lease liability by $ 1,001,511 based on a remeasurement of its existing operating lease to exclude any renewal options in its lease liability; and (2) recognized a loss on impairment of the lease of $ 466,356 as reflected on the consolidated statements of operations. Business Membership 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) an early termination date of June 30, 2023, providing the Company gives notice by December 31, 2022; and (3) the renewal of the 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. Lease Termination 15,673,474 17,934,940 9,606,121 7,344,655 10,000,000 1,475,000 1,000,000 1,000,000 4,000,000 4,000,000 |
Platform Development
Platform Development | 12 Months Ended |
Dec. 31, 2021 | |
Platform Development | |
Platform Development | 8. Platform Development Platform development costs are summarized as follows: Summary of Platform Development Costs As of December 31, 2021 2020 Platform development $ 21,997,102 $ 16,027,428 Less accumulated amortization (12,698,307 ) (8,671,820 ) Net platform development $ 9,298,795 $ 7,355,608 A summary of platform development activity is as follows: Summary of Platform Development Cost Activity As of and for the Years Ended December 31, 2021 2020 Platform development beginning of year $ 16,027,428 $ 10,678,692 Payroll-based costs capitalized during the year 4,818,866 3,750,541 Total capitalized costs 20,846,294 14,429,233 Stock-based compensation 2,045,264 1,608,995 Dispositions during the year (894,456 ) (10,800 ) Platform development end of year $ 21,997,102 $ 16,027,428 Amortization expense for platform development for the years ended December 31, 2021 and 2020, was $ 4,485,384 3,890,966 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 9. Intangible Assets Intangible assets subject to amortization consisted of the following: Schedule of Intangible Assets Subjects to Amortization Weighted Average As of December 31, 2021 As of December 31, 2020 Useful Life (in years) Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 4.80 $ 17,579,477 $ (11,465,869 ) $ 6,113,608 $ 19,070,857 $ (8,283,740 ) $ 10,787,117 Noncompete agreement - 480,000 (480,000 ) - 480,000 (480,000 ) - Trade name 11.95 3,328,000 (781,942 ) 2,546,058 3,328,000 (503,342 ) 2,824,658 Brand name 10.00 5,175,136 (297,584 ) 4,877,552 - - - Subscriber relationships 5.06 73,458,799 (32,622,245 ) 40,836,554 73,458,799 (18,105,041 ) 55,353,758 Advertiser relationships 9.42 2,240,000 (570,391 ) 1,669,609 2,240,000 (332,515 ) 1,907,485 Database 3.70 2,396,887 (1,103,771 ) 1,293,116 1,140,000 (531,183 ) 608,817 Subtotal amortizable intangible assets 104,658,299 (47,321,802 ) 57,336,497 99,717,656 (28,235,821 ) 71,481,835 Website domain name - 20,000 - 20,000 20,000 - 20,000 Total intangible assets $ 104,678,299 $ (47,321,802 ) $ 57,356,497 $ 99,737,656 $ (28,235,821 ) $ 71,501,835 Developed technology, noncompete agreement, trade name, subscriber relationships, advertiser relationships, and database intangible assets subject to amortization were recorded as part of the Company’s business acquisitions. The website domain name has an infinite life and is not being amortized. Amortization expense for the years ended December 31, 2021 and 2020 was $ 20,247,493 20,301,665 4,343,641 4,659,986 Estimated total amortization expense for the next five years and thereafter related to the Company’s intangible assets subject to amortization as of December 31, 2021 is as follows: Schedule of Future Estimated Amortization Expenses for Intangible Assets Years Ending December 31, 2022 $ 19,862,367 2023 18,396,551 2024 12,141,759 2025 1,139,834 2026 1,139,834 Thereafter 4,656,152 Intangible assets, net $ 57,336,497 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 10. Other Assets Other assets are summarized as follows: Summary of Other Assets As of December 31, 2021 2020 Security deposit $ 110,418 $ 110,418 Other deposits - 15,400 Prepaid expenses 528,733 732,309 Prepaid supplies - 472,685 Other assets $ 639,151 $ 1,330,812 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 11. Goodwill The changes in carrying value of goodwill as follows: Schedule of Changes in Carrying Value of Goodwill As of December 31, 2021 2020 Carrying value at beginning of year $ 16,139,377 $ 16,139,377 Goodwill acquired in acquisition of The Spun 3,479,290 - Carrying value at end of year $ 19,618,667 $ 16,139,377 The Company performs its annual impairment test at the reporting unit level, which is the operating segment or one level below the operating segment. Management determined that the Company would be aggregated into a single reporting unit for purposes of performing the impairment test for goodwill. For the years ended December 31, 2021 and 2020, the Company as part of its annual evaluations utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of this assessment, the Company reviews qualitative factors which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of its reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of its reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of its reporting unit is greater than its respective carrying amount. The annual impairment test was performed on December 31, 2020. No |
Restricted Stock Liabilities
Restricted Stock Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Stock Liabilities | |
Restricted Stock Liabilities | 12. 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 the HubPages merger. Pursuant to the amendment: ● the restricted stock awards ceased to vest and all unvested shares were deemed unvested and forfeited, leaving an aggregate of 48,389 ● the restricted stock units were modified to vest on December 31, 2020, and as of the close of business on December 31, 2020, each restricted stock unit was terminated and deemed forfeited, with no shares vesting thereunder; and ● subject to certain conditions, the Company agreed to purchase the vested restricted stock awards and restricted stock units, at a price of $ 88.00 As a result of the modification of the equity-based awards, the Company recognized $ 334,328 3,800,734 The following table presents the components of the restricted stock liabilities: Schedule of Components of Restricted Stock liabilities As of December 31, 2021 2020 Restricted stock liabilities (before imputed interest) $ 3,800,734 $ 4,258,196 Less imputed interest (177,425 ) (457,462 ) Present value of restricted stock liabilities 3,623,309 3,800,734 Less payments during the years (1,471,591 ) (177,425 ) Restricted stock liabilities at end of year $ 2,151,718 $ 3,623,309 Current portion of restricted stock liabilities (reflected in accrued expenses and other) $ 2,151,718 $ 1,627,499 Long-term portion of restricted stock liabilities - 1,995,810 Total restricted stock liabilities at end of year $ 2,151,718 $ 3,623,309 The Company recorded the repurchase of restricted stock of the Company’s common stock 22,178 |
Accrued Expenses and Other
Accrued Expenses and Other | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other | 13. Accrued Expenses and Other Accrued expenses and other are summarized as follows: Schedule of Accrued Expenses As of December 31, 2021 2020 General accrued expenses $ 4,491,283 $ 4,116,875 Accrued payroll and related taxes 7,124,180 2,519,903 Accrued publisher expenses 6,319,068 3,956,114 Deferred cash payments in connection with acquisitions 655,928 - Sales tax liability 778,774 1,063,515 Restricted stock liabilities 2,151,718 1,627,499 Lease termination liability 1,845,981 - Other 643,637 1,434,287 Total accrued expenses $ 24,010,569 $ 14,718,193 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Line Of Credit | |
Line of Credit | 14. Line of Credit FastPay Credit Facility 25,000,000 from $ 15,000,000 , (ii) the interest rate on the facility applicable margin was decreased to 6.00 % per annum from 8.50 % per annum (the facility bears interest at the LIBOR rate plus the applicable margin), and (iii) the maturity date was extended to February 28, 2024 . The line of credit is for working capital purposes and is secured by a first lien on all the Company’s cash and accounts receivable and a second lien on all other assets. As of December 31, 2021, the balance outstanding under the FastPay line of credit was $ 11,988,194 . SallyPort Credit Facility 626,532 |
Liquidated Damages Payable
Liquidated Damages Payable | 12 Months Ended |
Dec. 31, 2021 | |
Liquidated Damages Payable | |
Liquidated Damages Payable | 15. Liquidated Damages Payable Liquidated Damages payable are summarized as follows: Summary of Liquidated Damages As of December 31, 2021 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB Common Stock to be Issued (1) $ 15,001 $ - $ - $ 15,001 Series H Preferred Stock 1,163,955 1,171,809 792,365 3,128,129 12 - 873,092 242,325 1,115,417 Series I Preferred Stock 1,386,000 1,386,000 612,877 3,384,877 Series J Preferred Stock 1,560,000 1,560,000 489,797 3,609,797 Series K Preferred Stock 180,420 721,680 50,134 952,234 Total $ 4,305,376 $ 5,712,581 $ 2,187,498 $ 12,205,455 As of December 31, 2020 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB Common Stock to be Issued (1) $ 15,001 $ - $ - $ 15,001 Series H Preferred Stock 1,163,955 1,163,955 481,017 2,808,927 12 - 905,490 134,466 1,039,956 Series I Preferred Stock 1,386,000 1,386,000 332,185 3,104,185 Series J Preferred Stock 1,200,000 1,200,000 200,022 2,600,022 Total $ 3,764,956 $ 4,655,445 $ 1,147,690 $ 9,568,091 (1) Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”). For the years ended December 31, 2021 and 2020, liquidated damages payables were $ 12,205,455 5,197,182 7,008,273 9,568,091 9,568,091 none The Company will continue to accrue interest on the Liquidated Damages balance at 1 % per month based on the balance outstanding until paid. There is no scheduled date when the unpaid Liquidated Damages become due. Information with respect to the Liquidated Damages recognized on the consolidated statements of operations is provided in Note 23. |
Other Long-term Liabilities
Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Long-term Liabilities | |
Other Long-term Liabilities | 16. Other Long-term Liabilities Other long-term liabilities consisted of the following: Schedule of Other long-term liabilities As of December 31, 2021 2020 Lease termination liability $ 6,928,053 $ 541,381 Deferred cash payment liabilities 410,037 - Other 218,175 211,984 Other long-term liabilities $ 7,556,265 $ 753,365 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 17. Fair Value Measurements The Company’s financial instruments consist of Level 1, Level 2 and Level 3 assets as of December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company’s cash and cash equivalents of $ 9,349,020 9,033,872 Financial instruments measured at fair value during the year consisted of the following: Schedule of Fair Value of Financial Instruments As of December 31, 2021 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Senior Secured Note $ 60,756,285 $ - $ 60,756,285 $ As of December 31, 2020 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Senior Secured Note $ 52,556,401 $ - $ 52,556,401 $ - Warrant derivative liabilities: Strome Warrants $ 704,707 $ - $ - $ 704,707 B. Riley Warrants 443,188 - - 443,188 Total warrant derivative liabilities $ 1,147,895 $ - $ - $ 1,147,895 Senior Secured Note The quantitative information utilized in the fair value calculation of the Level 3 liabilities are as follows: Unearned Revenue 4,855,167 and $ 14,071,065 , respectively, on the consolidated balance sheets. The changes in unearned revenue with inputs classified as Level 3 of the fair value hierarchy are reflected within revenue on the consolidated statements of operations. Warrant Derivative Liabilities 12 The Company determined the fair value of the Strome Warrants and B. Riley Warrants (all as described in Note 21) utilizing the Black-Scholes valuation model as further described below. These warrants 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, 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. These assumptions are summarized as follows: Strome Warrants – 1.54 0.60 146.68 0.0 0.62 0.50 2.45 0.13 150.55 0.0 0.60 0.50 B. Riley Warrants – 3.88 1.14 144.61 0.0 0.62 0.33 4.79 0.36 140.95 0.0 0.60 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 as of and for the years ended December 31, 2021 and 2020: Schedule of Valuation Activity for Warrants Accounted for Derivative Liability As of and for the Years Ended December 31, 2021 2020 Carrying Amount at Beginning of Year Change in Valuation Reclassification to Equity Carrying Amount at End of Year Carrying Amount at Beginning of Year Change in Valuation Carrying Amount at End of Year Strome Warrants $ 704,707 $ (75,179 ) $ (629,528 ) $ - $ 1,036,687 $ (331,980 ) $ 704,707 B. Riley Warrants 443,188 40,687 (483,875 ) - 607,513 (164,325 ) 443,188 Total $ 1,147,895 $ (34,492 ) $ (1,113,403 ) $ - $ 1,644,200 $ (496,305 ) $ 1,147,895 For the years ended December 31, 2021 and 2020, the change in valuation of warrant derivative liabilities recognized within other (expense) income on the consolidated statements of operations, as described in the above table of $ 34,492 and $ 496,305 , respectively. The Strome Warrants and B. Riley Warrants were reclassified to equity upon filing an effective registration statement during the year ended December 31, 2021, resulting in a $ 1,113,403 offset within additional paid-in capital on the consolidated statements of stockholders’ deficiency. The following table represents the carrying amounts and changes in valuation for the Company’s conversion option features, buy-in features, and default remedy features, as deemed appropriate for each instrument (collectively the embedded derivative liabilities), for the 12 Schedule of Valuation Activity for the Embedded Conversion Feature Liability As of and for the Year Ended December 31, 2020 Carrying Amount at Beginning of Year Change in Valuation Fair Value Recorded within Equity Upon Conversion Carrying Amount at End of Year 12 $ 13,501,000 $ (2,571,004 ) $ (10,929,996 ) $ - For the year ended December 31, 2020, the change in valuation of embedded derivative liabilities as described in the above table of $ 2,571,004 As a result of the conversion of certain 12 10,929,996 As of December 31, 2020, there was no longer any principal or accrued but unpaid interest outstanding under the 12 |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 18. Convertible Debt The Company had various financings through the issuance of 12 12 12 The Company entered into a registration rights agreements in connection with the securities purchase agreements, where the Company agreed to register the shares issuable upon conversion of the 12% Convertible Debentures for resale by the holders within a certain timeframe and subject to certain conditions. The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount invested as partial liquidated damages upon the occurrence of certain events, on each monthly anniversary, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full The Company recognized a portion of the Public Information Failure Damages pursuant to the securities purchase agreements in connection with the 12% Convertible Debentures at the time of issuance as it was deemed probable the obligations would not be satisfied when the financings were completed (see Note 15). On December 31, 2020, certain holders converted the 12% Convertible Debentures representing an aggregate of $ 18,104,949 2,449,431 7.26 8.80 1,130,903 3,297,539 21,402,488 The following table represents the various components of the 12 % Convertible Debentures as of and for the year ended December 31, 2020: Schedule of 12% Convertible Debentures Issuance Date Total 12% December 12, 2018 March 18, 2019 March 27, 2019 April 8, 2019 Convertible Debentures Principal amount of debt: $ 9,540,000 $ 1,696,000 $ 318,000 $ 100,000 $ 11,654,000 Less: issuance costs (590,000 ) (96,000 ) (18,000 ) - (704,000 ) Net cash proceeds received $ 8,950,000 $ 1,600,000 $ 300,000 $ 100,000 $ 10,950,000 Principal amount of debt (excluding original issue discount) $ 9,540,000 $ 1,696,000 $ 318,000 $ 100,000 $ 11,654,000 Add: conversion of debt from convertible debentures 3,551,528 - - - 3,551,528 Add: accrued interest 3,540,899 393,989 72,738 22,698 4,030,324 Principal amount of debt including accrued interest 16,632,427 2,089,989 390,738 122,698 19,235,852 Less: conversion in connection with issuance of common stock (15,870,143 ) (2,089,989 ) (22,119 ) (122,698 ) (18,104,949 ) Less: repayments in cash (762,284 ) - (368,619 ) - (1,130,903 ) Principal amount of debt - - - - - Debt discount: Allocated embedded derivative liabilities at issuance (4,760,000 ) (822,000 ) (188,000 ) (64,000 ) (5,834,000 ) Liquidated Damages recognized upon issuance (706,944 ) (67,200 ) (12,600 ) (4,200 ) (790,944 ) Issuance cost incurred at issuance (590,000 ) (106,000 ) (18,000 ) - (714,000 ) Total debt discount (6,056,944 ) (995,200 ) (218,600 ) (68,200 ) (7,338,944 ) Less: amortization of debt discount 6,056,944 995,200 218,600 68,200 7,338,944 Debt discount - - - - - 12% Convertible Debentures balance at December 31, 2020 $ - $ - $ - $ - $ - For additional information for the year ended December 31, 2020 with respect to interest expense related to the 12% Convertible Debentures . |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 19. Long-term Debt Senior Secured Note Below is a summary of the various amended and restated note, as well as various amendments thereto, to the senior secured note with BRF Finance Co., LLC (“BRF Finance”), an affiliated entity of B. Riley, in its capacity as agent for the purchasers and as purchaser, that was originally issued on June 10, 2019, for gross proceeds of $ 20,000,000 . The transactions leading up to the second amended and restated note that is outstanding as of December 31, 2021 consisted of: ● 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 ● 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 Delayed Draw Term Note (as described below), in the aggregate principal amount of $ 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 note 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 Designation for the Series K Preferred Stock, subject to certain adjustments (further details are described in Note 20); ● Second amendment to the second amended and restated note issued March 24, 2020 was entered into on May 19, 2021 (“Amendment 2”), pursuant to which: (i) the interest rate on the Senior Secured Note, 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 ● Third amendment to the second amended and restated note issued March 24, 2020 was entered into on December 6, 2021 (“Amendment 3”), where the Company was permitted to increase the FastPay line of credit in an aggregate principal amount not to exceed $ 25,000,000 Collectively, the amended and restated note and amendments thereto and the second amended and restated note and Amendment 1, Amendment 2 and Amendment 3 thereto are referred to as the “Senior Secured Note,” with all borrowings collateralized by substantially all assets of the Company. Further details as of the date these consolidated financial statements were issued are provided under the heading Long-term Debt 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 ● Pursuant to the terms of Amendment 1, entered into on October 23, 2020, 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 October 23, 2020, $ 3,367,000 ● On May 19, 2021, pursuant to Amendment 2, the interest rate on the Delayed Draw Term Note decreased from a rate of 15 10 ● On December 28, 2021, the Company drew down $ 5,086,135 under the Delayed Draw Term Note, and after payment of commitment and funding fees paid of $ 508,614 , the Company received net proceeds of $ 4,577,522 . The net proceeds were used for working capital and general corporate purposes. Further details as of the date these consolidated financial statements were issued are provided under the heading Long-term Debt The following table represents the components of the Senior Secured Note and Delayed Draw Term Note: Schedule of Senior Secured Notes and Delayed Draw Term Note As of and for the Years Ended December 31, 2021 2020 Senior Secured Note Components Delayed Draw Term Note Components Total Senior Secured Note Components Delayed Draw Term Note Components Total Principal amount of debt: Principal amount of debt received on June 10, 2019 $ 20,000,000 $ - $ 20,000,000 $ 20,000,000 $ - $ 20,000,000 Principal amount of debt received on June 14, 2019 48,000,000 - 48,000,000 48,000,000 - 48,000,000 Principal amount of debt received on August 27, 2019 3,000,000 - 3,000,000 3,000,000 - 3,000,000 Principal amount of debt received on March 26, 2020 - 6,913,865 6,913,865 - 6,913,865 6,913,865 Principal amount of debt received on December 28, 2021 - 5,086,135 5,086,135 - - - Subtotal principal amount of debt 71,000,000 12,000,000 83,000,000 71,000,000 6,913,865 77,913,865 Add accrued interest 13,852,050 1,223,506 15,075,556 7,457,388 675,958 8,133,346 Less principal payment paid in Series J Preferred Stock (net of interest of $ 146,067 (4,853,933 ) - (4,853,933 ) (4,853,933 ) - (4,853,933 ) Less principal payment paid in Series K Preferred Stock (net of interest of $ 71,495 - (3,295,505 ) (3,295,505 ) - (3,295,505 ) (3,295,505 ) Less principal payments paid in cash (17,307,364 ) - (17,307,364 ) (17,307,364 ) - (17,307,364 ) Principal amount of debt outstanding including accrued interest 62,690,753 9,928,001 72,618,754 56,296,091 4,294,318 60,590,409 Debt discount: Placement fee to B. Riley FBR (3,550,000 ) (691,387 ) (4,241,387 ) (3,550,000 ) (691,387 ) (4,241,387 ) Commitment fee ( 2 - (101,723 ) (101,723 ) - (101,723 ) (101,723 ) Success based fee to B. Riley FBR (3,400,000 ) - (3,400,000 ) (3,400,000 ) - (3,400,000 ) Legal and other costs (202,382 ) (120,755 ) (323,137 ) (202,382 ) (120,755 ) (323,137 ) Commitment fee due December 28, 2021 - (508,614 ) (508,614 ) - - - Subtotal debt discount (7,152,382 ) (1,422,479 ) (8,574,861 ) (7,152,382 ) (913,865 ) (8,066,247 ) Less amortization of debt discount 5,217,914 855,007 6,072,921 3,412,692 554,693 3,967,385 Unamortized debt discount (1,934,468 ) (567,472 ) (2,501,940 ) (3,739,690 ) (359,172 ) (4,098,862 ) Carrying value at year-end $ 60,756,285 $ 9,360,529 $ 70,116,814 $ 52,556,401 $ 3,935,146 $ 56,491,547 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 April 6, 2022 0.98 On June 22, 2021, the SBA authorized full forgiveness of $ 5,702,725 5,716,697 The following table summarizes long-term debt: Schedule of Long Term Debt As of December 31, 2021 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 Senior Secured Note, as amended, matures December 31, 2023 $ 62,690,753 $ (1,934,468 ) $ 60,756,285 $ 56,296,091 $ (3,739,690 ) $ 52,556,401 Delayed Draw Term Note, as amended, matures December 31, 2023 9,928,001 (567,472 ) 9,360,529 4,294,318 (359,172 ) 3,935,146 Paycheck Protection Program Loan, scheduled to mature April 6, 2022, fully forgiven June 22, 2021 - - - 5,702,725 - 5,702,725 Total $ 72,618,754 $ (2,501,940 ) 70,116,814 $ 66,293,134 $ (4,098,862 ) 62,194,272 Less current portion (5,744,303 ) - Long-term portion $ 64,372,511 $ 62,194,272 As of December 31, 2021, the Company’s Delayed Draw Term Note, as amended, carrying value of $ 9,360,529 5,744,303 180,365 3,616,226 387,107 The following table summarizes principal maturities of long-term debt: Schedule of Principal Maturities of Long-term Debt Years Ending December 31, 2022 $ 5,924,668 2023 66,694,086 Total $ 72,618,754 Information for the years ended December 31, 2021 and 2020 with respect to interest expense related to long-term debt is provided below under the heading Interest Expense Interest Expense The following table represents interest expense: Summary of Interest Expense Years Ended December 31, 2021 2020 Amortization of debt discounts: 12% Convertible Debentures $ - $ 3,880,609 Senior Secured Note 1,805,222 2,171,910 Delayed Draw Term Note 300,314 554,693 Total amortization of debt discount 2,105,536 6,607,212 Accrued and noncash converted interest: 12% Convertible Debentures - 2,116,281 Senior Secured Note 6,394,662 6,374,746 Delayed Draw Term Note 547,548 747,453 Payroll Protection Program Loan 13,972 - Promissory Note - 5,844 Total accrued and noncash converted interest 6,956,182 9,244,324 Cash paid interest: Other 1,392,900 645,681 Total interest expense $ 10,454,618 $ 16,497,217 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Preferred Stock | 20. Preferred Stock The Company has the authority to issue 1,000,000 0.01 ● 2,000 ● 1,800 168,496 ● 23,000 15,066 ● 25,800 ● 35,000 ● 20,000 Series G Preferred Stock On May 30, 2000, the Company sold 1,800 1,631.504 168.496 1,000 8,582 168,496 Upon a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G Preferred Stock, the holder of the Series G Preferred Stock has the option to deem such transaction as a liquidation and may redeem their 168.496 1,000 168,496 Series H Preferred Stock On August 10, 2018 (the “Closing Date”), the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company issued an aggregate of 19,399 1,000 2,672,176 7.26 19,399,250 18,045,496 1,353,754 Between August 14, 2020 and August 20, 2020, the Company entered into additional securities purchase agreements for the sale of Series H Preferred Stock with accredited investors, pursuant to which the Company issued 108 2,145 1,000 14,877 7.26 130,896 113,000 On October 31, 2020, the Company issued 389 1,000 53,582 7.26 389,000 The number of shares issuable upon conversion of the Series H Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each Series H Preferred Stock votes on an as-if-converted to common stock basis, subject to beneficial ownership blocker provisions and other certain conditions. In addition, if at any time the Company grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of common stock (the “Purchase Rights”), then a holder of the Series H Preferred Stock will be entitled to acquire the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon complete conversion of such holder’s Series H Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, subject to certain conditions, adjustments, and limitations. All the shares of Series H Preferred Stock automatically convert into shares of the Company’s common stock on the fifth anniversary of the Closing Date at the conversion price of $ 7.26 The shares of Series H Preferred Stock were subject to limitations on conversion into shares of the Company’s common stock until the date that increased the number of authorized shares of its common stock to at least a number permitting all the Series H Preferred Stock to be converted in full, which was filed on December 18, 2020, therefore this limitation was removed (as further described in Note 21). Pursuant to the registration rights agreement entered into on August 10, 2018, in connection with the securities purchase agreements, the Company agreed to register the shares issuable upon conversion of the Series H Preferred Stock for resale by the holders. The Company committed to file the registration statement by no later than 75 days after the closing date and to cause the registration statement to become effective, in general, by no later than 120 days after the closing date (or, in the event of a full review by the staff of the SEC, 150 days following the closing date). The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount invested as partial liquidated damages, on each monthly anniversary, payable within 7 days of such event, and upon the occurrence of certain events up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full. The registration rights agreements provide for Registration Rights Damages (further details are provided in Note 15). The securities purchase agreements entered into on August 10, 2018, included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). The following table represents the components of the Series H Preferred Stock for the years ended and as of December 31, 2021 and 2020: Schedule of Components of Preferred Stock Series H Preferred Shares Stock Components Issuance of Series H Preferred Stock at January 1, 2020 19,399 $ 19,399,250 Less issuance costs (1,353,754 ) Net issuance of Series H Preferred Stock at January 1, 2020 18,045,496 Issuance of Series H Preferred Stock on August 19, 2020: Issuance of Series H Preferred Stock (as further described below) 108 130,896 Less issuance costs netted from the proceeds (17,896 ) Net proceeds received upon issuance of Series H Preferred Stock 113,000 Conversion of Series H Preferred Stock into common stock on September 21, 2020 (300 ) (300,000 ) Issuance of Series H Preferred Stock upon conversion of promissory note on November 13, 2020 (as further described below) 389 389,000 Net issuance of Series H Preferred Stock during the year ended December 31, 2020 197 202,000 Series H Preferred Stock at December 31, 2020 19,596 $ 18,247,496 Conversion of Series H Preferred Stock: Conversion of Series H Preferred Stock into common stock on August 17, 2021 (50 ) (50,000 ) Conversion of Series H Preferred Stock into common stock on November 22, 2021 (4,011 ) (4,011,000 ) Conversion of Series H Preferred Stock into common stock on December 21, 2021 (469 ) (469,000 ) Total conversion of Series H Preferred Stock (4,530 ) (4,530,000 ) Series H Preferred Stock at December 31, 2021 15,066 $ 13,717,496 During the year ended December 31, 2020, in connection with the issuance of 108 389 113,000 389,000 502,000 7.26 18.92 16.94 The Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series H Preferred Stock of 624,111 41,323 during the years ended December 31, 2021 and 2020, respectively, on the consolidated statements of stockholders’ deficiency. Series I Preferred Stock On June 28, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company issued an aggregate of 23,100 1,000 2,100,000 11.00 23,100,000 19,699,742 1,459,858 1,940,400 Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements on June 28, 2019, the Company agreed to register the shares issuable upon conversion of the Series I Preferred Stock for resale by the investors. The Company committed to file the registration statement no later than the 30th calendar day following the date the Company files (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, (ii) all its required quarterly reports on Form 10-Q since the quarter ended September 30, 2018 through September 30, 2019, and (iii) current Form 8-K in connection with the acquisitions of TheStreet and its license with ABG, with the SEC, but in no event later than December 1, 2019. The Company committed to cause the registration statement to become effective by no later than 90 days after December 1, 2019, subject to certain conditions and upon the occurrence of certain events up to a maximum amount of 6 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. If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). The Company recognized a portion of the Liquidated Damages pursuant to the registration rights and securities purchase agreements in connection with the Series I Preferred Stock at the time of issuance as it was deemed probable the obligations would not be satisfied when the financing was completed (further details are presented in the table below). The following table represents the components of the Series I Preferred Stock as of and for the year ended December 31, 2020: Schedule of Components of Preferred Stock Shares Series I Preferred Stock Components Issuance of Series I Preferred Stock at January 1, 2020 23,100 $ 23,100,000 Less costs recognized upon issuance: Issuance costs incurred upon issuance (1,459,858 ) Liquidated Damages recognized upon issuance (1,940,400 ) Total issuance costs and Liquidated Damages (3,400,258 ) Net issuance of Series I Preferred Stock at January 1, 2020 23,100 19,699,742 Conversion of Series I Preferred Stock into common stock on December 18, 2020 (as further described below) (23,100 ) (19,699,742 ) Series I Preferred Stock at December 31, 2020 - $ - All the shares of Series I Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020, as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21). Upon conversion the Company recognized a beneficial conversion feature of $ 5,082,000 11.00 13.42 The Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series I Preferred Stock of 2,100,000 Series J Preferred Stock On October 7, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company issued an aggregate of 20,000 1,000 1,299,091 15.40 20,000,000 17,739,996 580,004 1,680,000 Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements on October 7, 2019, the Company agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors. The Company committed to file the registration statement no later than the 30th calendar day following the date the Company files (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, (ii) all its required quarterly reports on Form 10-Q since the quarter ended September 30, 2018 through September 30, 2019, and (iii) current Form 8-K in connection with the acquisition of TheStreet, and other acquisitions during 2018, and its license with ABG, with the SEC, but in no event later than March 31, 2020. The Company committed to cause the registration statement to become effective by no later than 90 days after March 31, 2020, subject to certain conditions and upon the occurrence of certain events up to a maximum amount of 6 The Company recognized a portion of the Liquidated Damages pursuant to the registration rights and securities purchase agreements in connection with the Series J Preferred Stock at the time of issuance as it was deemed probable the obligations would not be satisfied when the financing was completed (further details are presented in the table below). On September 4, 2020, the Company closed on securities purchase agreements with two accredited investors, pursuant to which the Company issued an aggregate of 10,500 1,000 682,023 15.40 6,000,000 Pursuant to a registration rights agreement entered into in connection with the securities purchase agreements on September 4, 2020, the Company agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors. The Company committed to file the registration statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the SEC; but in no event later than April 30, 2021 (the “Filing Date”). The Company also committed to cause the registration statement to become effective by no later than 60 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) and upon the occurrence of certain events up to a maximum amount of 6 The number of shares issuable upon conversion of the Series J Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each share of Series J Convertible Preferred Stock votes on an as-if-converted to common stock basis, subject to certain conditions. 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. If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). The following table represents the components of the Series J Preferred Stock for the years ended and as of December 31, 2020: Schedule of Components of Preferred Stock Series J Preferred Shares Stock Components Issuance of Series J Preferred Stock at January 1, 2020 20,000 $ 20,000,000 Less costs recognized upon issuance: Issuance costs incurred upon issuance (580,004 ) Liquidated Damages recognized upon issuance (1,680,000 ) Total issuance costs and Liquidated Damages (2,260,004 ) Net issuance of Series J Preferred Stock at January 1, 2020 17,739,996 Issuance of Series J Preferred Stock on September 4, 2020 10,500 6,000,000 Net Issuance of Series J Preferred Stock prior to conversion on December 18, 2020 30,500 23,739,996 Conversion of Series J Preferred Stock into common stock on December 18, 2020 (as further described below) (30,500 ) (23,739,996 ) Series I Preferred Stock at December 31, 2020 - $ - All the shares of Series J Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020, as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21). Upon conversion the Company recognized a beneficial conversion feature of $ 586,545 8.80 13.42 The Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series J Preferred Stock of 1,981,114 Series K Preferred Stock Between October 23, 2020 and November 11, 2020, the Company closed on several securities purchase agreements with accredited investors, pursuant to which the Company issued an aggregate of 18,042 shares of Series K Convertible Preferred Stock” (the “Series K Preferred Stock”) at a stated value of $ 1,000 , initially convertible into 2,050,228 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $ 8.80 per share, for aggregate gross proceeds of $ 18,042,000 . The number of shares issuable upon conversion of the Series K Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each Series K Preferred Stock votes on an as-if-converted to common stock basis, subject to certain conditions. In consideration for its services as placement agent, the Company paid B. Riley FBR a cash fee of $ 560,500 3.4 2.6 11.5 Pursuant to a registration rights agreement entered into in connection with the securities purchase agreements, the Company agreed to register the shares issuable upon conversion of the Series K Preferred Stock for resale by the investors. The Company committed to file the registration statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the SEC; provided, however, if such 30th calendar day is on or after February 12, 2021, then such 30th calendar date shall be tolled until the 30th calendar day following the date that the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “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) and upon the occurrence of certain events up to a maximum amount of 6 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. If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). The following table represents the components of the Series K Preferred Stock as of and for the year ended December 31, 2020: Schedule of Components of Preferred Stock Series K Preferred Shares Stock Components Issuance of Series K Preferred Stock: Issuance of Series K Preferred Stock on October 23, 2020 6,750 $ 6,750,000 Issuance of Series K Preferred Stock on October 28, 2020 5,292 5,292,000 Issuance of Series K Preferred Stock on November 11, 2020 6,000 6,000,000 Total issuance of Series K Preferred Stock 18,042 18,042,000 Less issuance costs: Cash paid to B. Riley FBR as placement fee (440,500 ) Legal fees and other costs (120,000 ) Total issuance costs (560,500 ) Net issuance of Series K Preferred Stock prior to conversion on December 18, 2020 18,042 17,481,500 Conversion of Series K Preferred Stock to common stock on December 18, 2020 (as further described below) (18,042 ) (17,481,500 ) Series K Preferred Stock at December 31, 2020 - $ - All the shares of Series K Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020, as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21). Upon conversion the Company recognized a beneficial conversion feature of $ 9,472,050 8.80 13.42 The Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series K Preferred Stock of 2,050,228 during the year ended December 31, 2020 on the consolidated statements of stockholders’ deficiency. 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 non-cash dividends or other distributions paid to the holders of the Company’s common stock. The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged, the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company’s common stock (further details are provided under the heading Series L Preferred Stock |
Stockholders_ Deficiency
Stockholders’ Deficiency | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficiency | 21. Stockholders’ Deficiency Common Stock The Company has the authority to issue 1,000,000,000 0.01 100,000,000 1,000,000,000 Common Stock Private Placement Private Placement 974,351 shares of its common stock, at a per share price of $ 15.40 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 324,676 shares of its common stock, at a per share price of $ 15.40 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 $ 167,243 , of which $ 100,000 was paid in cash to B. Riley, the Company received net proceeds of $ 19,837,757 . The Company used the proceeds 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 registered those shares of the Company’s common stock issued in the private placements on behalf of the selling stockholders that notified the Company that they wanted to have their shares registered by filing a registration statement, which was declared effective by the SEC on November 29, 2021. The security 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. If the Company fails for any reason to satisfy the current public information requirement 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) shall fail 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 shall fail 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 shall pay to a purchaser, in cash, as partial liquidated damages and not as a penalty, 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 shall 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 shall bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full. LiftIgniter 11,667 shares of the Company’s common stock pursuant to the restricted stock units granted at the acquisition date. Professional Services 14,205 8.80 Common Stock to be Issued In connection with the merger of Say Media on December 12, 2018, the Company issued 129,880 230,326 46,406 In connection with a closing of a private placement on January 4, 2018, MDB, as the placement agent, was entitled to receive 2,728 2,728 Restricted Stock Awards On January 1, 2020, the Company issued 25,569 On December 31, 2020, the Company modified certain restricted stock awards and units, which were previously issued to certain employees in connection with the HubPages merger, where the Company agreed to repurchase the underlying common stock of the restricted stock awards at a specified price and forfeited any unvested awards. Pursuant to certain terms of the amendment, the Company agreed to repurchase 48,389 The terms under which the restricted stock awards and units were granted are summarized as follows: ● The Company issued a total of 109,091 ● The repurchase right, which expired in March 2019 unexercised, gave the Company the option to repurchase a certain number of shares at par value based on a performance condition as defined in the terms of the merger agreement; ● The shares were subject to vesting over twenty-four equal monthly installments beginning September 23, 2019, and ending September 23, 2021; ● The restricted stock awards provided for a true-up period (in general, the true-up period was for 13 months after the consummation of the merger until 90 days following completion of vesting, or July 30, 2021) that if the common stock was sold for less than $2.50 the holder would receive, subject to certain conditions, additional shares of common stock (i.e. the restricted stock units) up to a maximum of the number of shares originally received (or 109,091 During the year ended December 31, 2021, the Company issued an aggregate of 48,856 On June 4, 2021, in connection with the merger of The Spun, the Company issued an aggregate of 194,806 Unless otherwise stated, the fair value of a restricted stock award is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued. A summary of the restricted stock award activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Restricted Stock Award Activity Weighted Number of Shares Grant-Date Unvested Vested Fair Value Restricted stock awards outstanding at January 1, 2020 108,713 77,077 $ 12.32 Issued 25,569 - 10.56 Vested (101,706 ) 101,706 Subject to repurchase - (48,389 ) Forfeited (18,182 ) (33,947 ) Restricted stock awards outstanding at December 31, 2020 14,394 96,447 9.24 Issued 243,662 - 16.15 Vested (56,415 ) 56,415 Exchange of shares - (4,035 ) Forfeited (6,835 ) (4,355 ) Restricted stock awards outstanding at December 31, 2021 194,806 144,472 14.93 The Company permitted an exchange of 4,035 7,893 3,858 The Company recorded forfeited unvested restricted stock awards and/or forfeited vested restricted stock awards used for tax withholding of 11,190 6,835 4,355 52,129 18,182 33,947 On October 7, 2021, the Company modified certain restricted stock awards upon the resignation of certain board members from the Board as follows: ● 18,940 41,667 On December 11, 2019, the Company modified the vesting provisions of 90,910 Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the restricted stock awards is provided under the heading Stock-Based Compensation Common Stock Warrants Warrants issued to purchase shares of the Company’s common stock to MDB, L2, Strome, and B. Riley (collectively the “Financing Warrants”) are described below. MDB Warrants 5,435 25.30 five years On January 4, 2018, the Company issued warrants to MDB which acted as placement agent in connection with a private placement of its common stock, to purchase 2,728 55.00 MDB Warrants exercisable for a total of 8,163 Strome Warrants 68,182 shares of common stock, exercisable at price of $ 11.00 per share (as amended), which were carried on the consolidated balance sheets as a derivative liability at fair value, as adjusted at each period-end since, among other criteria, delivery of unregistered shares was precluded upon exercise (see Note 17). The Strome Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may, in the event there is no effective registration statement covering the resale of the warrant shares, be exercised on a cashless basis in certain circumstances. B. Riley Warrants 39,773 22.00 7.26 The B. Riley Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may, in the event, at any time after the six-month anniversary of the issuance of the warrants, if there is no effective registration statement covering the re-sale of the shares of common stock underlying the warrants, the warrants may be exercised on a cashless basis. A summary of the Financing Warrants activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Warrant Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Financing Warrants outstanding at January 1, 2020 131,004 $ 17.60 3.95 Financing Warrants outstanding at December 31, 2020 131,004 13.20 2.94 Expired (14,886 ) 4.40 Financing Warrants outstanding at December 31, 2021 116,118 14.08 2.21 Financing Warrants exercisable at December 31, 2021 116,118 14.08 2.21 The intrinsic value of exercisable but unexercised in-the-money Financing Warrants as of December 31, 2021 was $ 481,253 14.08 The Financing Warrants outstanding and exercisable classified within the statement of stockholders’ deficiency as of December 31, 2021 are summarized as follows: Schedule of Common Stock Financing Warrants Outstanding and Exercisable Exercise Price Expiration Date Total Exercisable (Shares) Strome Warrants $ 11.00 June 15, 2023 68,182 B. Riley Warrants 7.26 October 18, 2025 39,773 MDB Warrants 25.30 October 19, 2022 5,435 MDB Warrants 55.00 October 19, 2022 2,728 Total outstanding and exercisable 116,118 AllHipHop Warrants 6,819 Publisher Partner Warrants 45.76 5,681 14.30 The AllHipHop Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may be exercised on a cashless basis. Publisher Partner Warrants 227,273 stock warrants to issue shares of the Company’s common stock to provide equity incentive to its Publisher Partners (the “Publisher Partner Warrants”) to motivate and reward them for their services to the Company and to align the interests of the Publisher Partners with those of stockholders of the Company. On August 23, 2018, the Board approved a reduction of the number of warrant reserve shares from 227,273 to 90,910 . The issuance of the Publisher Partner Warrants is administered by management and approved by the Board. Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the Publisher Partner Warrants is provided in Note 22. ABG Warrants 999,540 warrants to acquire the Company’s common stock to ABG in connection with the Sports Illustrated Licensing Agreement, expiring in ten years . Half the warrants have an exercise price of $ 9.24 per share (the “$9.24 Warrants”). The other half of the warrants have an exercise price of $ 18.48 per share (the “$18.48 Warrants”). The warrants provide for the following: ( 1) 40% of the $9.24 Warrants and 40% of the $18.48 Warrants vest in equal monthly increments over a period of two years beginning on the one year anniversary of the date of issuance of the warrants (any unvested portion of such warrants to be forfeited by ABG upon certain terminations by the Company of the Sports Illustrated Licensing Agreement) (the “Time-Based Warrants”); (2) 60% of the $9.24 Warrants and 60% of the $18.48 Warrants vest based on the achievement of certain performance goals for the licensed brands in calendar years 2020, 2021, 2022, or 2023; (3) under certain circumstances the Company may require ABG to exercise all (and not less than all) of the warrants, in which case all of the warrants will be vested; (4) all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG or upon a change of control of the Company (the “Performance-Based Warrants”); and (5) ABG has the right to participate, on a pro-rata basis (including vested and unvested warrants, exercised or unexercised), in any future equity issuance of the Company (subject to customary exceptions). On June 4, 2021, the Company amended certain ABG Warrants in exchange for additional benefits under the Sports Illustrated licensing agreement as follows: ● The exercise price of 99,954 199,908 18.48 7.26 417,807 ● The exercise price of 149,931 299,862 18.48 9.24 618,465 Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the ABG Warrants is provided in Note 22. |
Stock_Based Compensation
Stock–Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock–Based Compensation | 22. Stock–Based Compensation Common Stock Awards 2016 Plan On March 28, 2018, the Board approved an increase in the number of shares of the Company’s common stock reserved for grant pursuant to the 2016 Plan from 136,363 227,272 227,272 454,545 The estimated fair value of the common stock awards is recognized as compensation expense over the vesting period of the award. The fair value of common stock awards granted during the year ended December 31, 2020 were calculated using the Black-Scholes option pricing model under the Probability Weighted Scenarios utilizing the following assumptions: Schedule of Fair Value of Stock Options Assumptions Up-list No Up-list Risk-free interest rate 0.45 0.45 Expected dividend yield 0.00 0.00 Expected volatility 71.00 132.00 Expected life 6.0 6.0 A summary of the common stock award activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Stock Option Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common stock awards outstanding at January 1, 2020 366,571 $ 13.64 8.34 Granted 10,637 19.80 Exercised (316 ) 12.32 Forfeited (27,327 ) 23.98 Expired (35,823 ) 11.66 Common stock awards outstanding at December 31, 2020 313,742 18.92 7.50 Granted 8,041 27.42 Forfeited (176 ) 12.32 Expired (28,266 ) 26.84 Common stock awards outstanding at December 31, 2021 293,341 18.49 6.49 Common stock awards exercisable at December 31, 2021 293,341 18.49 6.49 Common stock awards not vested at December 31, 2021 - Common stock awards available for future grants at December 31, 2021 161,204 The aggregate grant date fair value of common stock awards granted during the years ended December 31, 2021 was $ 173,934 On January 8, 2021, the Company modified certain common stock awards as follows: ● 10,000 35,352 ● 9,091 no On June 3, 2021, the Company modified certain common stock awards in connection with a consulting agreement entered into on August 26, 2020, as amended on June 3, 2021, which extended to consulting term through August 26, 2022 (the “Amended Consulting Agreement”), as follows: ● 102,272 no On October 7, 2021, the Company modified certain common stock awards upon the resignation of certain board members from the Board as follows: ● 7,160 no The intrinsic value of exercisable but unexercised in-the-money common stock awards as of December 31, 2021 was $ 384,720 based on a fair market value of the Company’s common stock of $ 14.08 per share on December 31, 2021. The exercise prices under the 2016 Plan for the common stock awards outstanding and exercisable are as follows as of December 31, 2021: Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) Under $ 11.00 32,591 32,591 $ 11.01 to $ 16.50 171,797 171,797 $ 16.51 to $ 22.00 - - $ 22.01 to $ 27.50 41,486 41,486 $ 27.51 to $ 33.00 910 910 $ 33.01 to $ 38.50 11,366 11,366 $ 38.51 to $ 44.00 34,509 34,509 $ 44.01 to $ 49.50 682 682 293,341 293,341 Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the common stock awards is provided under the heading Stock-Based Compensation Common Equity Awards 2019 Plan The Company’s stockholders approved the 2019 Plan and the maximum number of shares authorized of 3,863,636 3,863,637 8,409,090 During the years ended December 31, 2021 and 2020, the Company issued restricted stock units of shares of the Company’s common stock of 1,677,680 147,728 The estimated fair value of the common equity awards is recognized as compensation expense over the vesting period of the award. Unless otherwise stated, the fair value of a restricted stock unit is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued. The fair value of common equity awards granted during the years ended December 31, 2021 and 2020 were calculated using the Black-Scholes option pricing model for the time-based and performance-based awards by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions: Schedule of Fair Value of Stock Options Assumptions Year Ended Year Ended Up-list No Up-list Up-list No Up-list Risk-free interest rate 0.16 1.48 0.16 1.48 0.20 0.79 0.20 0.79 Expected dividend yield 0.00% 0.00% 0.00% 0.00% Expected volatility 65.00 90.00 133.00 140.00 61.00 91.00 61.00 142.00 Expected life 3.0 6.0 3.0 6.0 3.0 6.7 3.0 6.7 A summary of the common equity award activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Stock Option Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common equity awards outstanding at January 1, 2020 2,955,166 $ 11.66 9.43 Granted 1,154,263 15.62 Forfeited (379,199 ) 13.42 Expired (124 ) 12.32 Common equity awards outstanding at December 31, 2020 3,730,106 12.76 8.65 Granted 3,981,907 10.86 Exercised (7,893 ) 10.12 Issued (22,728 ) - Forfeited (433,982 ) 16.01 Expired (339,956 ) 12.02 Common equity awards outstanding at December 31, 2021 (1) 6,907,454 11.23 8.63 Common equity awards exercisable at December 31, 2021 2,052,532 12.04 8.16 Common equity awards not vested at December 31, 2021 (1) 4,854,922 Common equity awards available for future grants at December 31, 2021 (2) 1,408,443 (1) Includes 1,814,044 (2) Excludes 70,465 restricted stock awards vested as of December 31, 2021 that were issued under the 2019 Plan The aggregate grant date fair value for the common equity awards granted during the years ended December 31, 2021 and 2020 was $ 58,093,478 11,180,642 On January 8, 2021, the Company modified certain common equity awards as follows: ● 475,946 125,650 ● 194,319 ● 572,674 13,893 On June 3, 2021, the Company modified certain common equity awards in connection with the Amended Consulting Agreement as follows: ● 659,511 90,910 51,293 568,601 512,883 Summary of Common Stock Options Exercisable Stock Number of Shares Price that Vest $ 14.30 114,035 $ 22.00 151,522 $ 33.00 151,522 $ 44.00 151,522 568,601 On October 7, 2021, the Company modified certain common equity awards upon the resignation of certain board members from the Board as follows: ● 65,951 267,912 The intrinsic value of exercisable (or issuable in the case of vested restricted stock units) but unexercised (or unissued in the case of restricted stock units) in-the-money common equity awards as of December 31, 2021 was $ 6,572,579 14.08 The exercise prices under the 2019 Plan for the common equity awards outstanding and exercisable are as follows as of December 31, 2021: Summary of Common Stock Options Exercisable Exercise Outstanding Exercisable Price (Shares) (Shares) No exercise price 1,802,686 166,574 $ 7.00 9.99 132,281 83,496 $ 10.00 12.99 1,802,249 974,941 $ 13.00 15.99 334,825 135,689 $ 16.00 18.99 1,803,385 664,881 $ 19.00 21.99 1,032,028 26,951 6,907,454 2,052,532 Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the common equity awards is provided under the heading Stock-Based Compensation Outside Options The Company granted stock options outside the 2016 Plan and 2019 Plan to certain officers, directors and employees of the Company as approved by the Board and administered by the Company (the “outside options”). The stock options were to acquire shares of the Company’s common stock and were subject to: (1) time-based vesting; (2) certain performance-based targets; and (3) certain performance achievements. Options to purchase common stock issued as outside options may have a term of up to ten years. The issuance of outside options is administered by the Company and approved by the Board. Prior to December 18, 2020, the Company did not have sufficient authorized but unissued shares of common stock to allow for the exercise of these outside options granted; accordingly, any common stock options granted were considered unfunded and were not exercisable until sufficient common shares were authorized (further details are provided in Note 21). A summary of outside option activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Stock Option Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Outside options outstanding at January 1, 2020 169,304 $ 4.62 9.04 Forfeited (8,879 ) 10.12 Expired (21,697 ) 8.58 Outside options outstanding at December 31, 2020 138,728 10.12 8.07 Forfeited (31 ) 7.70 Expired (60 ) 7.70 Outside options outstanding at December 31, 2021 138,637 10.08 7.07 Outside options exercisable at December 31, 2021 132,955 9.98 7.07 Outside options not vested at December 31, 2021 5,682 The intrinsic value of exercisable but unexercised in-the-money outside options as of December 31, 2021 was $ 545,753 14.08 The exercise prices of outside options outstanding and exercisable are as follows as of December 31, 2021: Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) $ 7.00 9.99 70,455 70,455 $ 10.00 12.99 68,182 62,500 138,637 132,955 Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the outside options is provided under the heading Stock-Based Compensation Publisher Partner Warrants On December 19, 2016, as amended on August 23, 2017, and August 23, 2018, the Board approved the Channel Partner Warrant Program to be administered by management that authorized the Company to grant Publisher Partner Warrants. As of December 31, 2021, Publisher Partner Warrants to purchase up to 90,909 The Publisher Partner Warrants had certain performance conditions. Pursuant to the terms of the Publisher Partner Warrants, the Company would notify the respective Publisher Partner of the number of shares earned, with one-third of the earned shares vesting on the notice date, one-third of the earned shares vesting on the first anniversary of the notice date, and the remaining one-third of the earned shares vesting on the second anniversary of the notice date. The Publisher Partner Warrants had a term of five years A summary of the Publisher Partner Warrants activity during the years ended December 31, 2021 and 2020 is as follows: Schedule of Warrants Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Publisher Partner Warrants outstanding at January 1, 2020 42,707 $ 32.12 2.57 Forfeited (6,819 ) Publisher Partner Warrants outstanding at December 31, 2020 35,888 29.48 1.50 Expired (281 ) Publisher Partner Warrants outstanding at December 31, 2021 35,607 28.33 0.50 Publisher Partner Warrants exercisable at December 31, 2021 20,766 28.88 0.53 Publisher Partner Warrants not vested at December 31, 2021 14,841 Publisher Partner Warrants available for future grants at December 31, 2021 55,303 On October 26, 2020, the Company recognized incremental compensation costs as a result of the Exchange of $ 27,754 There was no 14.08 The exercise prices of the Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2021. Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) $ 20.00 24.99 6,390 1,844 $ 25.00 29.99 17,009 12,918 $ 30.00 34.99 2,521 2,521 $ 35.00 39.99 4,888 1,138 $ 40.00 44.99 4,749 2,295 $ 45.00 49.99 50 50 35,607 20,766 Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the Publisher Partner Warrants is provided under the heading Stock-Based Compensation Restricted Stock Units On May 31, 2019, the Company issued 109,090 ● Each restricted stock unit represented the right to receive a number of the shares of the Company’s common stock pursuant to a grant agreement, subject to certain terms and conditions, and was to be credited to a separate account maintained by the Company in certain circumstances; ● The restricted stock units were to vest six equal installments, subject to the conditions as outlined below, at four-month intervals on the first of each month, starting on June 1, 2019, with the final vesting date on February 1, 2021; ● The restricted stock units would not vest until the Company increased its authorized shares of the Company’s common stock; ● Each restricted stock unit granted and credited to the separate account for the employee was be issued by the Company upon the authorized shares of the Company’s common stock increased (further details are provided in Note 21); and ● Unless otherwise specified in an employee’s grant agreement, vesting would have ceased upon the termination of the employees continuous service. The fair value of a restricted stock unit was determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued during the year ended December 31, 2020. A summary of the restricted stock unit activity during the years ended December 31, 2021 and 2020 is as follows: Schedule of Restricted Stock Units Activity Weighted Average Number of Shares Grant-Date Unvested Vested Fair Value Restricted stock units outstanding at January 1, 2020 109,091 $ 9.90 Forfeited (109,091 ) - Restricted stock units outstanding at December 31, 2020 - - - Forfeited - - Restricted stock units outstanding at December 31, 2021 - - - Information with respect to stock-based compensation cost related to the restricted stock units is included within the Common Equity Awards caption under the heading Stock-Based Compensation ABG Warrants In connection with the Sports Illustrated Licensing Agreement and issuance of the ABG Warrants to purchase up to 999,540 A summary of the ABG Warrant activity during the years ended December 31, 2021 and 2020 is as follows: Schedule of Warrants Activity Number of Shares Weighted Average Weighted Average Remaining Contractual Life Unvested Vested Exercise Price (in years) ABG Warrants outstanding at January 1, 2020 999,540 - $ 13.86 9.46 Vested (99,954 ) 99,954 13.86 ABG Warrants outstanding at December 31, 2020 899,586 99,954 13.86 8.46 Vested (199,909 ) 199,909 12.06 ABG Warrants outstanding at December 31, 2021 699,677 299,863 11.55 7.46 The intrinsic value of exercisable but unexercised in-the-money ABG Warrants as of December 31, 2021 was $ 1,007,868 14.08 The exercise prices of the ABG Warrants outstanding and exercisable are as follows as of December 31, 2021. Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) $ 9.24 749,655 208,238 $ 18.48 249,885 91,625 999,540 299,863 Information with respect to compensation cost and unrecognized compensation cost related to the ABG Warrants is provided under the heading Stock-Based Compensation Stock-Based Compensation Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2021 and 2020 are summarized as follows: Summary of Stock-based Compensation Year Ended December 31, 2021 Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Cost of revenue $ 196,651 $ 303,899 $ 6,974,374 $ 2,981 $ $ - $ 7,477,905 Selling and marketing - 34,832 5,265,382 75,653 - - 5,375,867 General and administrative 1,535,865 174,123 13,879,175 234,101 - 1,816,485 17,639,749 Total costs charged to operations 1,732,516 512,854 26,118,931 312,735 - 1,816,485 30,493,521 Capitalized platform development 11,128 7,101 2,018,993 8,042 - - 2,045,264 Total stock-based compensation $ 1,743,644 519,955 $ 28,137,924 $ 320,777 $ $ 1,816,485 $ 32,538,785 Year Ended December 31, 2020 Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Cost of revenue $ 163,181 $ 156,043 $ 3,975,625 $ 8,394 $ 36,673 $ - $ 4,339,916 Selling and marketing 1,486,722 114,640 2,454,432 272,431 - - 4,328,225 General and administrative 317,982 615,604 3,439,803 150,577 - 1,449,074 5,973,040 Total costs charged to operations 1,967,885 886,287 9,869,860 431,402 36,673 1,449,074 14,641,181 Capitalized platform development 361,519 178,284 1,062,792 6,400 - - 1,608,995 Total stock-based compensation $ 2,329,404 1,064,571 $ 10,932,652 $ 437,802 $ 36,673 $ 1,449,074 $ 16,250,176 Unrecognized compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2021 was as follows: Schedule of Unrecognized Compensation Expense As of December 31, 2021 Restricted Stock Awards Common Stock Awards Common Equity Awards Outside Options Publisher Partner Warrants ABG Warrants Totals Unrecognized compensation expense $ 2,354,832 $ $ 45,556,247 $ 37,694 $ $ 2,433,889 $ 50,382,662 Weighted average period expected to be recognized (in years) 1.41 - 1.98 0.19 - 1.67 1.94 |
Pension Plans
Pension Plans | 12 Months Ended |
Dec. 31, 2021 | |
Pension Plans | |
Pension Plans | 23. Liquidated Damages The following tables summarize the Liquidated Damages recognized on the consolidated statements of operations during the years ended December 31, 2021 and 2020, with respect to the registration rights agreements and securities purchase agreements: Schedule of Recognized Liquidated Damages Registration Rights Damages Public Information Failure Damages Accrued Interest Balance Years Ended December 31, 2021 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance Series H Preferred Stock $ - $ 7,854 $ 311,348 $ 319,202 12% Convertible Debentures - - 75,461 75,461 Series I Preferred Stock - - 280,692 280,692 Series J Preferred Stock 360,000 360,000 289,775 1,009,775 Series K Preferred Stock 180,420 721,680 50,134 952,234 Total $ 540,420 $ 1,089,534 $ 1,007,410 $ 2,637,364 Registration Rights Damages Public Information Failure Damages Accrued interest Balance Years Ended December 31, 2020 Registration Rights Damages Public Information Failure Damages Accrued interest Balance 12% Convertible Debentures $ - $ 12,300 $ 1,578 $ 13,878 Series I Preferred Stock 277,200 346,500 69,992 693,692 Series J Preferred Stock 360,000 360,000 60,007 780,007 Total $ 637,200 $ 718,800 $ 131,577 $ 1,487,577 24. Income Taxes The components of the benefit (provision) for income taxes consist of the following: Schedule of Income Taxes 2021 2020 Years Ended December 31, 2021 2020 Current tax benefit: Federal $ - $ - State and local - - Total current tax benefit - - Deferred tax (provision) benefit: Federal 18,028,497 20,677,960 State and local 4,439,909 5,279,879 Change in valuation allowance (20,793,972 ) (26,168,671 ) Total deferred tax (provision) benefit 1,674,434 (210,832 ) Total income tax benefit (provision) $ 1,674,434 $ (210,832 ) The components of deferred tax assets and liabilities were as follows: Schedule of Components of Deferred Tax Assets and Liabilities 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 41,806,276 $ 35,535,941 Interest limitation carryforward 2,860,899 - Tax credit carryforwards 263,873 263,873 Allowance for doubtful accounts 589,585 458,506 Accrued expenses and other 1,767,649 677,909 Lease termination 1,896,991 - Liquidated damages 2,240,294 1,549,313 Unearned revenue 5,383,337 2,356,111 Stock-based compensation 4,779,191 2,158,080 Operating lease liability 165,065 691,228 Depreciation and amortization 3,029,171 4,341,983 Deferred tax assets 64,782,331 48,032,944 Valuation allowance (50,447,389 ) (29,653,417 ) Total deferred tax assets 14,334,942 18,379,527 Deferred tax liabilities: Prepaid expenses (101,388 ) (144,704 ) Acquisition-related intangibles (14,595,672 ) (18,445,655 ) Total deferred tax liabilities (14,697,060 ) (18,590,359 ) Net deferred tax liabilities $ (362,118 ) $ (210,832 ) The Company must make judgements as to the realization of deferred tax assets that are dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. To the extent that the Company believes that recovery is not likely, it must establish a valuation allowance. A valuation allowance has been established for deferred tax assets which the Company does not believe meet the “more likely than not” criteria. The Company’s judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If the Company’s assumptions and consequently its estimates change in the future, the valuation allowances it has established may be increased or decreased, resulting in a respective increase or decrease in income tax expense. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance primarily against its deferred tax assets up to the deferred tax liabilities, except for deferred tax liabilities on indefinite lived intangible assets, as of December 31, 2021 and 2020. As of December 31, 2021, the Company had federal, state, and local net operating loss carryforwards available of approximately $ 155.85 million, $ 112.22 million, and $ 37.42 million, respectively, to offset future taxable income. Net operating losses for U.S. federal tax purposes of $ 129.95 million do not expire (limited to 80% of taxable income in a given year) and $ 25.90 million will expire, if not utilized, through 2037 in various amounts . As of December 31, 2020, the Company had federal, state, and local net operating loss carryforwards available of approximately $ 131.17 million, $ 100.61 million, and $ 31.15 million, respectively, to offset future taxable income. Sections 382 and 383 of the Internal Revenue Code imposes restrictions on the use of a corporation’s net operating losses, as well as certain recognized built-in losses and other carryforwards, after an ownership change occurs. A section 382 ownership change occurs if one or more stockholders or groups of stockholders who own at least 5% of the Company’s common stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Future issuances or sales of the Company’s common stock (including certain transactions involving the Company’s common stock that are outside of the Company’s control) could also result in an ownership change under section 382. If an ownership change occurs, Section 382 would impose an annual limit on the amount of pre-change net operating losses and other losses the Company can use to reduce its taxable income generally equal to the product of the total value of the Company’s outstanding equity immediately prior to the ownership change (subject to certain adjustments) and the long-term tax exempt interest rate for the month of the ownership change. The Company believes that it did have a change in control under these sections in connection with its recapitalization on November 4, 2016 and utilization of the carryforwards would be limited such that the majority of the carryforwards will never be available. Accordingly, the Company has not recorded those net operating loss carryforwards and credit carryforwards in its deferred tax assets. The Company completed a preliminary section 382 analysis as of December 31, 2021 and 2020 and concluded it may have experienced an ownership change as a result of certain equity offerings during the rolling three-year period of 2018 to 2020. The Company concluded that its federal net operating loss carryforwards, including any net operating loss carryforwards as a result of the mergers during 2018 and 2019, resulted in annual limitations on the overall net operating loss carryforward and that an ownership change, if any, would impose an annual limit on the net operating loss carryforwards and could cause federal income taxes (similar provisions apply for state and local income taxes) to be paid earlier than otherwise would be paid if such limitations were not in effect. The federal, state, and local net operating loss carryforwards are stated net of any such anticipated limitations as of December 31, 2021 and The provision (benefit) for income taxes on the statement of operations differs from the amount computed by applying the statutory federal income tax rate to loss before the benefit for income taxes, as follows: Schedule of Tax Benefit and Effective Income Tax Years Ended December 31, 2021 2020 Amount Percent Amount Percent Federal benefit expected at statutory rate $ (19,238,957 ) 21.0 % $ (18,694,437 ) 21.0 % State and local taxes, net of federal benefit (4,439,909 ) 4.8 % (5,279,879 ) 5.9 % Stock-based compensation 4,881,640 (5.3 )% 1,768,735 (2.0 )% Unearned revenue (2,703,394 ) 3.0 % (5,120,330 ) 5.8 % Interest expense 63,558 (0.1 )% 1,173,535 (1.3 )% Gain upon debt extinguishment (1,200,506 ) 1.3 % - 0.0 % Other differences, net 213,159 (0.2 )% 152,294 (0.2 )% Valuation allowance 20,793,972 (22.7 )% 26,168,671 (29.4 )% Other permanent differences (43,988 ) 0.0 % 42,243 0.0 % Tax provision (benefit) and effective income tax rate $ (1,674,434 ) 1.8 % $ 210,832 (0.2 )% The Company recognizes the tax benefit from uncertain tax positions only if it is “more likely than not” that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company is also required to assess at each reporting date whether it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next 12 months. The Company did not recognize any uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for the years ended December 31, 2021 and 2020. The Company files tax returns in the U.S. federal jurisdiction and several state jurisdictions, including New York and California. The Company is generally subject to examination by income tax authorities for three years from the filing of a tax return, therefore, the federal and certain state returns from 2017 forward and the California returns from 2016 forward are subject to examination. The Company currently is not under examination by any tax authority. 25. Pension Plans The Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject to limitations. The plan allows for discretionary matching contributions by the Company, up to 4% of eligible annual compensation made by participants of the plan . The Company contributions to the plan were $ 1,347,348 1,074,323 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 26. Related Party Transactions For the years ended December 31, 2021 and 2020, the Company had several transactions with B. Riley, a principal stockholder, where it paid fees associated with the debt draws and private placements totaling approximately $ 608,614 and $ 1,313,610 , respectively. For the years ended December 31, 2021 and 2020, the Company entered into transactions with B. Riley where it borrowed funds under its Delayed Draw Term Note totaling $ 5,086,135 6,913,865 6,940,476 7,123,934 Service and Consulting Contracts Ms. Rinku Sen, a former director, and has provided consulting services and operates a channel on the Company’s technology platform. During the year ended December 31, 2020, the Company paid Ms. Sen $ 12,050 for these services. Mr. Josh Jacobs, a former director, has provided consulting services and operates a channel on the Company’s platform. During the year ended December 31, 2020, the Company paid Mr. Jacobs $ 120,000 for these services. On August 26, 2020, the Company entered into a consulting agreement with James C. Heckman, the Company’s former Chief Executive Officer. On June 3, 2021, the consulting agreement was amended that extended the term of the agreement for one-year, or to August 26, 2022, and in connection with the amendment the Company advanced $ 500,000 779,730 25,765 On October 5, 2020, the Company entered into a separation agreement with Benjamin Joldersma, who served as the Company’s Chief Technology Officer from November 2016 through September 2020, pursuant to which the Company agreed to pay Mr. Joldersma approximately $ 111,000 Promissory Notes In May 2018, the Company’s then Chief Executive Officer began advancing funds to the Company in order to meet minimum operating needs. Such advances were made pursuant to promissory notes that were due on demand. On October 31, 2020, the Company entered into an exchange agreement with Mr. Heckman pursuant to which Mr. Heckman converted the outstanding principal amount due, together with accrued but unpaid interest under the promissory notes, into 389 Repurchases of Restricted Stock 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 the HubPages merger, pursuant to which the Company agreed to repurchase from certain key personnel of HubPages, including Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of approximately 16,802 4 67,207 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 27. Commitments and Contingencies Contingent Liability In connection with the Company’s underwritten public offering in February 2022, the Company may have a contingent liability arising out of possible violations of the Securities Act of 1933, as amended (the “Securities Act”) in connection with an investor presentation, which the Company publicly filed. Specifically, the furnishing of the investor presentation publicly may have constituted an “offer to sell” as described in Section 5(b)(1) of the Securities Act and the investor presentation may be deemed to be a prospectus that did not meet the requirements of Section 10 of the Securities Act, resulting in a potential violation of Section 5(b)(1) of the Securities Act. Any liability would depend upon the number of shares purchased by investors who reviewed and relied upon the investor presentation. If a claim were brought by any such investor and a court were to conclude that the public disclosure of such investor presentation constituted a violation of the Securities Act, the Company could be required to repurchase the shares sold to the investors at the original purchase price, plus statutory interest. The Company could also incur considerable expense in contesting any such claims. As of the issuance date of these consolidated financial statements, no legal proceedings or claims have been made or threatened by any investors. The likelihood and magnitude of this contingent liability, if any, is not determinable at this time. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 28. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these 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 consolidated financial statements . 2019 Equity Incentive Plan From January 2022 through the date these consolidated financial statements were issued, the Company granted common stock options and restricted stock units totaling 200,330 shares of the Company’s common stock, all of which remain outstanding as of the date these consolidated financial statements were issued, to acquire shares of the Company’s common stock to officers, directors, employees and consultants. Line of Credit The balance outstanding under the FastPay line of credit as of the date these consolidated financial statements were issued was approximately $ 7.3 million. Long-Term Debt Senior Secured Note the maturity date on the note was extended to (i) December 31, 2023 from December 31, 2022 upon the consummation of the equity financing on February 15, 2022 (further details are under the heading Equity Financing After the date of Amendment 4, interest on the note will be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the note. Interest on the senior secured note will accrue for each calendar quarter on the outstanding principal amount of the note at an aggregate rate of 10.00 The balance outstanding under the Senior Secured Note as of the date these consolidated financial statements were issued was approximately $ 64.3 million, which included outstanding principal of approximately $ 48.8 million, payment of in-kind interest of approximately $ 13.9 million that the Company was permitted to add to the aggregate outstanding principal balance, and unpaid accrued interest of approximately $ 1.6 million. Delayed Draw Term Note 5.9 million and (ii) December 31, 2023 from March 31, 2022 for approximately $ 4.0 million, subject to certain acceleration terms. Amendment 4 also provided that interest will be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) in kind quarterly in arrears on the last day of each fiscal quarter, and will accrue for each fiscal quarter on the principal amount outstanding under the note at an aggregate rate of 10.00 % per annum, subject to adjustment in the event of default. The balance outstanding under the Delayed Draw Term Note as of the date these consolidated financial statements were issued was approximately $ 10.2 million, which included outstanding principal of approximately $ 8.7 million, and payment of in-kind interest of approximately $ 1.2 million that the Company was permitted to add to the aggregate outstanding principal balance, and unpaid accrued interest of approximately $ 0.3 million. Series L Preferred Stock The rights agreement pursuant to the Series L Preferred Stock is set to expire on May 3, 2022; however, the Board elected to extend the termination date, which extension is subject to ratification by the Company’s stockholders. Common Stock Issuances Stock Purchase Agreements 505,671 shares at a price equal to $ 13.86 per share, which was determined based on the volume-weighted average price of the Company’s common stock at the close of trading on the sixty (60) previous trading days, to the investors in lieu of an aggregate of approximately $ 7.01 million owed in Liquidated Damages. The Company agreed that it would prepare and file as soon as reasonably practicable, a registration statement covering the resale of these shares of the Company’s common stock issued in lieu of payment of these liquidated damages in cash. Public Offering 34.5 million under a firm commitment underwritten public offering with the sale of 3,636,364 shares of the Company’s common stock, par value $ 0.01 per share, at a public offering price of $ 8.25 per share. Pursuant to the terms of the underwriting agreement, dated February 10, 2022, a 30-day option to purchase up to 545,454 additional shares was granted by and between B. Riley Securities, Inc., as an underwriter and as representative of the other underwriters. The underwriter’s overallotment option for 545,239 shares of the Company’s common stock was exercised in March 2022. The Company received approximately $31.5 million (includes $4.2 million with the overallotment option), after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. Common Stock Options On March 18, 2022, the Company approved a repricing of certain outstanding stock options under the Company’s 2016 Plan and 2019 Plan that had an exercise price above $ 8.82 8.82 Proposed Acquisition The Company entered into a non-binding letter of intent to acquire 100 16.0 13.0 10 3.0 3.0 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of The Arena Group and its wholly owned subsidiaries, Arena Media, Arena Platform, TheStreet and The Spun. Intercompany balances and transactions have been eliminated in consolidation. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is the local currencies (Canadian dollar), as it is the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate. All assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currencies financial statements into U.S. dollars was immaterial for the year ended December 31, 2020, therefore, a foreign currency cumulative translation adjustment was not reported as a component of accumulated other comprehensive income (loss) and the unrealized foreign exchange gain or loss was omitted from the consolidated statements of cash flows. Foreign currency transaction gains and losses, if any, resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income, net on the consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the selection of useful lives of property and equipment, intangible assets, capitalization of platform development and associated useful lives; assumptions used in accruals for potential liabilities; fair value of assets acquired and liabilities assumed in the business acquisitions, the fair value of the Company’s goodwill and the assessment of acquired goodwill, other intangible assets and long-lived assets for impairment; determination of the fair value of stock-based compensation and valuation of derivatives liabilities; and the assumptions used to calculate contingent liabilities, and realization of deferred tax assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. Actual results could differ from these estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development. With the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues. Given that the Sports Illustrated media business relies on sporting events to generate content and comprises a material portion of the Company’s revenues, the cash flows and results of operations are susceptible to a widespread cancellation of sporting events or a general limitation of societal activity akin to what is widely known to have occurred in the Unites States and elsewhere during the 2020 calendar year. Future widespread shutdowns of in-person economic activity could have a material impact on the Company’s business. As a result of the Company’s advertising revenue declining in early 2020 caused by the widespread cancellations of sporting events, the Company is vulnerable to a risk of loss in the near term and it is at least reasonably possible that events or circumstances may occur that could cause an impact in the near term, that depend on the actions taken to prevent the further spread of COVID-19. Since August 2018, B. Riley FBR, Inc. (“B. Riley FBR”), a registered broker-dealer owned by B. Riley Financial, Inc., a diversified publicly-traded financial services company (“B. Riley”), has been instrumental in providing investment banking services to the Company and in raising debt and equity capital for the Company. These services have included raising of equity capital to support the acquisition of College Spun Media Incorporated (as described in Note 3). B. Riley has also assisted in the raising of debt and equity capital for various acquisitions, refinancing and working capital purposes including the 12% Convertible Debentures (as described in Note 18), Senior Secured Note and Delayed Draw Term Note (as described in Note 19), Series H, Series I, Series J and Series K Preferred Stock (as described in Note 20), Common Stock Private Placement (as described in Note 21) and the Public Offering (as described in Note 28). |
Segment Reporting | Segment Reporting The Company operates in one reportable segment which focuses on a publishing platform. The Company’s business offerings have similar operating characteristics and similar long-term operating performance, including the types of customers, nature of product or services, distribution methods and regulatory environment. The chief operating decision maker of the Company reviews specific financial and operational specific data and other key metrics to make resource allocation decisions and assesses performance by review of profit and loss information on a consolidated basis. The consolidated financial statements reflect the financial results of the Company’s one reportable segment. |
Revenue Recognition | Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers The following is a description of the principal activities from which the Company generates revenue: Advertising Revenue Digital Advertising – Advertising revenue that is comprised of fees charged for the placement of advertising, on the Company’s flagship website, TheStreet.com, Advertising – Subscription Revenue Digital Subscriptions Subscription revenue generated from the Company’s flagship website TheStreet.com Print Revenue Print revenue includes magazine subscriptions and single copy sales at newsstands. Print Subscriptions – Newsstand Licensing Revenue Content licensing-based revenues are accrued generally monthly or quarterly based on the specific mechanisms of each contract. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners. These adjustments are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically earned evenly over the fiscal year. Nature of Performance Obligations At contract inception, the Company assesses the obligations promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service or bundle that is distinct. To identify the performance obligations, the Company considers all the promises in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Company allocates the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when, or as, the performance obligations are satisfied, and control is transferred to the customer. Digital Advertising Print Advertising – Digital Subscriptions Print Subscriptions Newsstand Licensing – Timing of Satisfaction of Performance Obligations Point-in-Time Performance Obligations – Over-Time Performance Obligations – For performance obligations related to digital advertising, the Company satisfies its performance obligations on some flat-fee digital advertising placements over time using a time-elapsed output method. Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. The Company has determined that the above method provides a faithful depiction of the transfer of goods or services to the customer. For performance obligations recognized using a time-elapsed output method, the Company’s efforts are expended evenly throughout the period. Performance obligations related to subscriptions to premium content on the digital media channels provides access for a given period of time, which is generally one year. The Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the reporting period. Transaction Price and Amounts Allocated to Performance Obligations Determining the Transaction Price – Subscription revenue generated from the flagship website TheStreet.com The Company typically does not offer any type of variable consideration in standard magazine subscription contracts. For these contracts, the transaction price is fixed upon establishment of the contract that contains the final terms of the sale including description, quantity and price of each subscription purchased. Therefore, the Company does not estimate variable consideration or perform a constraint analysis for these contracts. A right of return exists for newsstand contracts. The Company has sufficient historical data to estimate the final amount of returns and reduces the transaction price at contract inception for the expected return reserve. There is no variable consideration related to functional licenses. Estimating Standalone-Selling Prices – Measuring Obligations for Returns and Refunds As of December 31, 2021 and 2020, a subscription refund liability of $ 3,086,799 4,035,531 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 (further details are provided under the headings Contract Balances Subscription Acquisition Costs Disaggregation of Revenue The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition: Schedule of Disaggregation of Revenue 2021 2020 Years Ended December 31, 2021 2020 Revenue by category: Digital revenue Digital advertising $ 62,864,924 $ 34,648,945 Digital subscriptions 29,628,355 28,495,676 Other revenue 8,515,655 4,596,686 Total digital revenue 101,008,934 67,741,307 Print revenue Print advertising 9,050,671 9,710,877 Print subscriptions 79,080,729 50,580,213 Total print revenue 88,131,400 60,291,090 Total $ 189,140,334 $ 128,032,397 Revenue by geographical market: United States $ 182,706,557 $ 122,570,712 Other 6,433,777 5,461,685 Total $ 189,140,334 $ 128,032,397 Revenue by timing of recognition: At point in time $ 159,511,979 $ 99,536,721 Over time 29,628,355 28,495,676 Total $ 189,140,334 $ 128,032,397 |
Cost of Revenue | Cost of Revenue Cost of revenue represents the cost of providing the Company’s digital media channels and advertising and membership services. The cost of revenue that the Company has incurred in the periods presented primarily include: Publisher Partner guarantees and revenue share payments; amortization of developed technology and platform development; royalty fees; hosting and bandwidth and software license fees; printing and distribution costs; payroll and related expenses for customer support, technology maintenance, and occupancy costs of related personnel; fees paid for data analytics and to other outside service providers; and stock-based compensation of related personnel and stock-based compensation related to Publisher Partner Warrants (as described in Note 22). |
Contract Balances | 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. An asset is recognized when certain costs incurred to obtain a contract meet the capitalization criteria. 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 2021 2020 As of December 31, 2021 2020 Unearned revenue (short-term contract liabilities): Digital revenue $ 14,692,479 $ 15,039,331 Print revenue 39,337,178 46,586,345 Total short-term contract liabilities $ 54,029,657 $ 61,625,676 Unearned revenue (long-term contract liabilities): Digital revenue $ 1,444,440 $ 785,636 Print revenue 13,831,452 22,712,961 Total long-term contract liabilities $ 15,275,892 $ 23,498,597 Unearned Revenue During January of 2020, February of 2020 and December of 2021, the Company modified certain digital and print subscription contracts that prospectively changed the frequency of the related issues (or magazines) required to be delivered on a yearly basis (the “Contract Modifications”). 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. For the years ended December 31, 2021 and 2020, the Company recognized revenue of $ 2,821,155 9,341,946 |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company maintains cash, cash equivalents, and restricted cash at banks where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit during the year. Cash and cash equivalents represent cash and highly liquid investments with an original contractual maturity at the date of purchase of three months. As of December 31, 2021 and 2020, cash and cash equivalents consist primarily of checking, savings deposits and money market accounts. These deposits exceeded federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk regarding its cash and cash equivalents. The following table reconciles total cash, cash equivalents, and restricted cash: Schedule of Cash and Restricted Cash 2021 2020 As of December 31, 2021 2020 Cash and cash equivalents $ 9,349,020 $ 9,033,872 Restricted cash 501,780 500,809 Total cash, cash equivalents, and restricted cash $ 9,850,800 $ 9,534,681 As of December 31, 2021 and 2020, the Company had restricted cash of $ 501,780 500,809 |
Accounts Receivable | Accounts Receivable The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable is recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from digital and print subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable as of December 31, 2021 and 2020 of $ 21,659,847 16,497,626 1,578,357 892,352 |
Subscription Acquisition Costs | Subscription Acquisition Costs Subscription acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if it expects to recover those costs. The Company has determined that sales commissions paid on all third-party agent sales of subscriptions are direct and incremental and, therefore, meet the capitalization criteria. Direct mail costs also meet the requirements to be capitalized as assets if they are proven to be recoverable. The incremental costs of obtaining a contract are amortized as revenue is recognized or over the term of the agreement. The Company had no asset impairment charges related to the subscription acquisition costs during the years ended December 31, 2021 and 2020. The Contract Modifications resulted in subscription acquisition costs to be recognized on a prospective basis in the same proportion as the revenue that has not yet been recognized. As of December 31, 2021 and 2020, subscription acquisition costs were $ 38,397,077 30,162,524 8,234,553 41,505,480 28,146,895 13,358,585 30,162,524 8,234,553 |
Concentrations | Concentrations Significant Customers Revenue from a significant customer as a percentage of the Company’s total revenue represents 11.3 % and none A significant accounts receivable balance as a percentage of the Company’s total accounts receivable represents 10.7 % and none Significant Vendors A significant accounts payable balance as a percentage of the Company’s total accounts payable represents 10.5 % and none for the years ended December 31, 2021 and 2020, respectively. |
Leases | Leases The Company has lease arrangements for certain equipment and its offices. Leases are recorded as an operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. At inception, the Company determines whether an arrangement that provides control over the use of an asset is a lease. When it is reasonably certain that the Company will exercise the renewal period, the Company includes the impact of the renewal in the lease term for purposes of determining total future lease payments. Rent expense is recognized on a straight-line basis over the lease term. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives: Schedule of Depreciation and Amortization, Useful Lives of Assets Office equipment and computers 1 3 Furniture and fixtures 1 5 Leasehold improvements Shorter of remaining lease term or estimated useful life |
Platform Development | Platform Development The Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development is ready to commence. The Company places capitalized platform development assets into service and commences amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized platform development assets when the upgrade or enhancement will result in new or additional functionality. The Company capitalizes internal labor costs, including payroll-based and stock-based compensation, benefits and payroll taxes, that are incurred for certain capitalized platform development projects related to the Company’s technology platform. The Company’s policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor costs, is material. Platform development costs are amortized on a straight-line basis over three years, which is the estimated useful life of the related asset and is recorded in cost of revenues on the consolidated statements of operations. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the estimated fair values determined by management as of the acquisition date. Goodwill is measured as the excess of consideration transferred and the net fair values of the assets acquired and the liabilities assumed at the date of acquisition. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period, which may be up to one year from the acquisition date, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Additionally, the Company identifies acquisition-related contingent payments and determines their respective fair values as of the acquisition date, which are recorded as accrued liabilities on the consolidated balance sheets. Subsequent changes in fair value of contingent payments are recorded on the consolidated statements of operations. The Company expenses transaction costs related to the acquisition as incurred. |
Intangible Assets | Intangible Assets Intangibles with finite lives, consisting of developed technology and trade names, are amortized using the straight-line method over the estimated economic lives of the assets. A finite lived intangible asset is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Intangibles with an indefinite useful life are not being amortized. |
Long-Lived Assets | Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually on December 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company operates as one reporting unit, therefore, the impairment test is performed at the consolidated entity level. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit. If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. As of December 31, 2021 and 2020, management determined there were no indications of impairment. |
Deferred Financing Costs and Discounts on Debt Obligations | Deferred Financing Costs and Discounts on Debt Obligations Deferred financing costs consist of cash and noncash consideration paid to lenders and third parties with respect to convertible debt and other financing transactions, including legal fees and placement agent fees. Such costs are deferred and amortized over the term of the related debt. Upon the settlement of debt or conversion of convertible debt into common stock, under certain circumstances, the pro rata portion of any related unamortized deferred financing costs are charged to operations. Additional consideration in the form of warrants and other derivative financial instruments issued to lenders is accounted for at fair value utilizing information determined by consultants with the Company’s independent valuation firm. The fair value of warrants and derivatives are recorded as a reduction to the carrying amount of the related debt and are being amortized to interest expense over the term of such debt, with the initial offsetting entries recorded as a liability on the balance sheet. Upon the settlement or conversion of convertible debt into common stock, under certain circumstances, the pro rata portion of any related unamortized discount on debt is charged to operations. |
Liquidated Damages | Liquidated Damages Liquidated damages are provided as a result of the following: (i) certain registration rights agreements provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the Securities and Exchange Commission (“SEC”) within the requisite time frame (the “Public Information Failure Damages”). Obligations with respect to the Registration Rights Damages and the Public Information Failure Damages (collectively, the “Liquidated Damages”) are accounted for as contingent obligations when it is deemed probable the obligations would not be satisfied at the time a financing is completed and are subsequently reviewed at each quarter-end reporting date thereafter. When such quarterly review indicates that it is probable that the Liquidated Damages will be incurred, the Company records an estimate of each such obligation at the balance sheet date based on the amount due of such obligation. |
Selling and Marketing | Selling and Marketing Selling and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account management support teams, as well as commissions, travel, trade show sponsorships and events, conferences and advertising costs. The Company’s advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts, print, and digital advertising. Advertising costs that are not capitalized are expensed the first time the advertising takes place. During the years ended December 31, 2021 and 2020, the Company incurred advertising expenses of $ 5,942,759 and $ 3,583,116 , respectively, which are included within selling and marketing on the consolidated statements of operations. |
General and Administrative | General and Administrative General and administrative expenses consist primarily of payroll for executive personnel, technology personnel incurred in developing conceptual formulation and determination of existence of needed technology, and administrative personnel along with any related payroll costs; professional services, including accounting, legal and insurance; facilities costs; conferences; other general corporate expenses; and stock-based compensation of related personnel. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for freestanding contracts that are settled in the Company’s equity securities, including common stock warrants, to be designated as an equity instrument, and generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations. The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows. At the date of exercise of any of the warrants, or the conversion of any convertible debt or preferred stock into common stock, the pro rata fair value of the related warrant liability and any embedded derivative liability is transferred to additional paid-in capital. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1 Level 2 Level 3 The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amount of the Company’s financial instruments comprising of cash, restricted cash, accounts receivable, accounts payable and accrued expenses and other approximate fair value because of the short-term maturity of these instruments. |
Preferred Stock | Preferred Stock Preferred stock (the “Preferred Stock”) (as described in Note 20) is reported as a mezzanine obligation between liabilities and stockholders’ deficiency. If it becomes probable that the Preferred Stock will become redeemable, the Company will re-measure the Preferred Stock by adjusting the carrying value to the redemption value of the Preferred Stock assuming each balance sheet date is a redemption date. |
Stock-Based Compensation | Stock-Based Compensation 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, (b) stock option grants to employees, directors and consultants, (c) common stock warrants to Publisher Partners (no warrants were issued during the years ended December 31, 2021 or 2020) (further details are provided under the heading Publisher Partner Warrants ABG Warrants The Company accounts for stock awards and stock option grants to employees, directors and consultants, and non-employee awards to certain directors and consultants by measuring the cost of services received in exchange for the stock-based payments as compensation expense in the Company’s consolidated financial statements. Stock awards and stock option grants to employees and non-employees which are time-vested, are measured at fair value on the grant date, and charged to operations ratably over the vesting period. Stock awards and stock option grants to employees and non-employees which are performance-vested, are measured at fair value on the grant date and charged to operations when the performance condition is satisfied or over the service. The fair value measurement of equity awards and grants used for stock-based compensation is as follows: (1) restricted stock awards and restricted stock units which are time-vested, are determined using the quoted market price of the Company’s common stock at the grant date; (2) stock option grants which are time-vested and performance-vested, are determined utilizing the Black-Scholes option-pricing model at the grant date; (3) restricted stock units and stock option grants which provide for market-based vesting with a time-vesting overlay, are determined through consultants with the Company’s independent valuation firm using the Monte Carlo model at the grant date; (4) Publisher Partner Warrants are determined utilizing the Black-Scholes option-pricing model; and (5) ABG warrants are determined utilizing the Monte Carlo model (further details are provided in Note 22). Fair value determined under the Black-Scholes option-pricing model and Monte Carlo model is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option or warrants, as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock and is evaluated based upon market comparisons. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of common stock is determined by reference to the quoted market price of the Company’s common stock. The fair value of the stock options granted are probability weighted under the Black-Scholes option-pricing model or Monte Carlo model as determined through consultants with the Company’s independent valuation firm since the value of the stock options, among other things, depend on the volatility of the underlying shares of the Company’s common stock, under the following two scenarios: (1) scenario one assumes that the Company’s common stock will be up-listed on a national stock exchange (the “Exchange”) on a certain listing date (the “Up-list”); and (2) scenario two assumes that the Company’s common stock is not up-listed on the Exchange prior to the final vesting date of the grants (the “No Up-list”), collectively referred to as the “Probability Weighted Scenarios”. The Company classifies stock-based compensation cost on its consolidated statements of operations in the same manner in which the award recipient’s cash compensation cost is classified. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss carryforwards and temporary differences between financial statement bases of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carryforwards and other deferred tax assets when it is determined that it is more likely than not that such loss carryforwards and deferred tax assets will not be realized. The Company follows accounting guidance that sets forth a threshold for financial statement recognition, measurement, and disclosure of a tax position taken or expected to be taken on a tax return. Such guidance requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on technical merits of the position. |
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 described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net income loss per common share, as their effect would have been anti-dilutive. Schedule of Net Income (Loss) Per Common Share As of December 31, 2021 2020 Series G Preferred Stock 8,582 8,582 Series H Preferred Stock 2,075,200 2,699,312 Restricted Stock Awards 194,806 14,394 Financing Warrants 116,118 131,003 ABG Warrants 999,540 999,540 AllHipHop Warrants 5,681 5,681 Publisher Partner Warrants 35,607 35,888 Common Stock Awards 293,341 313,742 Common Equity Awards 6,907,454 3,730,106 Outside Options 138,637 138,728 Total 10,774,966 8,076,976 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018-13, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 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 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 May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, a consensus of the Emerging Issues Task Force (EITF), In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition: Schedule of Disaggregation of Revenue 2021 2020 Years Ended December 31, 2021 2020 Revenue by category: Digital revenue Digital advertising $ 62,864,924 $ 34,648,945 Digital subscriptions 29,628,355 28,495,676 Other revenue 8,515,655 4,596,686 Total digital revenue 101,008,934 67,741,307 Print revenue Print advertising 9,050,671 9,710,877 Print subscriptions 79,080,729 50,580,213 Total print revenue 88,131,400 60,291,090 Total $ 189,140,334 $ 128,032,397 Revenue by geographical market: United States $ 182,706,557 $ 122,570,712 Other 6,433,777 5,461,685 Total $ 189,140,334 $ 128,032,397 Revenue by timing of recognition: At point in time $ 159,511,979 $ 99,536,721 Over time 29,628,355 28,495,676 Total $ 189,140,334 $ 128,032,397 |
Schedule of Contract with Customer, Asset and Liability | The following table provides information about contract balances: Schedule of Contract with Customer, Asset and Liability 2021 2020 As of December 31, 2021 2020 Unearned revenue (short-term contract liabilities): Digital revenue $ 14,692,479 $ 15,039,331 Print revenue 39,337,178 46,586,345 Total short-term contract liabilities $ 54,029,657 $ 61,625,676 Unearned revenue (long-term contract liabilities): Digital revenue $ 1,444,440 $ 785,636 Print revenue 13,831,452 22,712,961 Total long-term contract liabilities $ 15,275,892 $ 23,498,597 |
Schedule of Cash and Restricted Cash | The following table reconciles total cash, cash equivalents, and restricted cash: Schedule of Cash and Restricted Cash 2021 2020 As of December 31, 2021 2020 Cash and cash equivalents $ 9,349,020 $ 9,033,872 Restricted cash 501,780 500,809 Total cash, cash equivalents, and restricted cash $ 9,850,800 $ 9,534,681 |
Schedule of Depreciation and Amortization, Useful Lives of Assets | Property and equipment is stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives: Schedule of Depreciation and Amortization, Useful Lives of Assets Office equipment and computers 1 3 Furniture and fixtures 1 5 Leasehold improvements Shorter of remaining lease term or estimated useful life |
Schedule of Net Income (Loss) Per Common Share | The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net income loss per common share, as their effect would have been anti-dilutive. Schedule of Net Income (Loss) Per Common Share As of December 31, 2021 2020 Series G Preferred Stock 8,582 8,582 Series H Preferred Stock 2,075,200 2,699,312 Restricted Stock Awards 194,806 14,394 Financing Warrants 116,118 131,003 ABG Warrants 999,540 999,540 AllHipHop Warrants 5,681 5,681 Publisher Partner Warrants 35,607 35,888 Common Stock Awards 293,341 313,742 Common Equity Awards 6,907,454 3,730,106 Outside Options 138,637 138,728 Total 10,774,966 8,076,976 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
College Spun Media Incorporated [Member] | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Purchase Price | The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price Cash $ 10,829,893 Deferred cash payments, as discounted 905,109 Total purchase consideration $ 11,735,002 |
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 Cash $ 3,214,436 Accounts receivable 1,772,025 Other current assets 4,567 Brand name 5,175,136 Goodwill 3,479,290 Accrued expenses (84,732 ) Deferred tax liabilities (1,825,720 ) Net assets acquired $ 11,735,002 |
Fulltime Fantasy Sports LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Purchase Price | The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price $ 335,000 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 |
Petametrics Inc [Member] | |
Business Acquisition [Line Items] | |
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 |
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 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepayments And Other Current Assets | |
Schedule of Prepayments and Other Current Assets | Prepayments and other current assets are summarized as follows: Schedule of Prepayments and Other Current Assets 2021 2020 As of December 31, 2021 2020 Prepaid expenses $ 3,467,075 $ 3,400,080 Prepaid software license 128,525 378,488 Refundable income and franchise taxes 744,642 733,553 Security deposits - 92,494 Other receivables 407,605 62,648 Prepayments and other current assets $ 4,747,847 $ 4,667,263 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are summarized as follows: Schedule of Property and Equipment As of December 31, 2021 2020 Office equipment and computers $ 1,344,532 $ 1,341,292 Furniture and fixtures 1,005 19,997 Leasehold improvements - 345,516 1,345,537 1,706,805 Less accumulated depreciation and amortization (709,769 ) (577,367 ) Net property and equipment $ 635,768 $ 1,129,438 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 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 Years Ended December 31, 2021 2020 Operating lease costs during the year (1) $ 2,718,499 $ 4,054,423 Cash payments included in the measurement of operating lease liabilities during the year $ 2,787,266 $ 3,188,986 Operating lease liabilities arising from obtaining lease right-of-use assets during the year $ - $ 16,617,790 Weighted-average remaining lease term (in years) as of year-end 2.75 11.25 Weighted-average discount rate during the year 9.90 % 13.57 % (1) Operating lease costs is presented net of sublease income that is not material. |
Schedule of Operating Lease Costs | The components of operating lease costs were follows: Schedule of Operating Lease Costs Years Ended December 31, 2021 2020 Operating lease costs: Cost of revenue $ 1,797,327 $ 2,380,002 Selling and marketing 515,868 523,323 General and administrative 405,304 1,151,098 Total operating lease costs (1) $ 2,718,499 $ 4,054,423 (1) Includes certain costs associated with a business membership agreement that permits access to certain office space of $ 75,000 , see below. |
Summary of Maturity of Lease Liabilities | Maturities of the operating lease liability as of December 31, 2021 are summarized as follows: Summary of Maturity of Lease Liabilities Years Ending December 31, 2022 $ 472,084 2023 486,247 2024 372,829 Minimum lease payments 1,131,160 Less imputed interest (171,981 ) Present value of operating lease liability $ 1,159,179 Current portion of operating lease liability $ 373,859 Long-term portion of operating lease liability 785,320 Total operating lease liability $ 1,159,179 |
Platform Development (Tables)
Platform Development (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Platform Development | |
Summary of Platform Development Costs | Platform development costs are summarized as follows: Summary of Platform Development Costs As of December 31, 2021 2020 Platform development $ 21,997,102 $ 16,027,428 Less accumulated amortization (12,698,307 ) (8,671,820 ) Net platform development $ 9,298,795 $ 7,355,608 |
Summary of Platform Development Cost Activity | A summary of platform development activity is as follows: Summary of Platform Development Cost Activity As of and for the Years Ended December 31, 2021 2020 Platform development beginning of year $ 16,027,428 $ 10,678,692 Payroll-based costs capitalized during the year 4,818,866 3,750,541 Total capitalized costs 20,846,294 14,429,233 Stock-based compensation 2,045,264 1,608,995 Dispositions during the year (894,456 ) (10,800 ) Platform development end of year $ 21,997,102 $ 16,027,428 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subjects to Amortization | Intangible assets subject to amortization consisted of the following: Schedule of Intangible Assets Subjects to Amortization Weighted Average As of December 31, 2021 As of December 31, 2020 Useful Life (in years) Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 4.80 $ 17,579,477 $ (11,465,869 ) $ 6,113,608 $ 19,070,857 $ (8,283,740 ) $ 10,787,117 Noncompete agreement - 480,000 (480,000 ) - 480,000 (480,000 ) - Trade name 11.95 3,328,000 (781,942 ) 2,546,058 3,328,000 (503,342 ) 2,824,658 Brand name 10.00 5,175,136 (297,584 ) 4,877,552 - - - Subscriber relationships 5.06 73,458,799 (32,622,245 ) 40,836,554 73,458,799 (18,105,041 ) 55,353,758 Advertiser relationships 9.42 2,240,000 (570,391 ) 1,669,609 2,240,000 (332,515 ) 1,907,485 Database 3.70 2,396,887 (1,103,771 ) 1,293,116 1,140,000 (531,183 ) 608,817 Subtotal amortizable intangible assets 104,658,299 (47,321,802 ) 57,336,497 99,717,656 (28,235,821 ) 71,481,835 Website domain name - 20,000 - 20,000 20,000 - 20,000 Total intangible assets $ 104,678,299 $ (47,321,802 ) $ 57,356,497 $ 99,737,656 $ (28,235,821 ) $ 71,501,835 |
Schedule of Future Estimated Amortization Expenses for Intangible Assets | Estimated total amortization expense for the next five years and thereafter related to the Company’s intangible assets subject to amortization as of December 31, 2021 is as follows: Schedule of Future Estimated Amortization Expenses for Intangible Assets Years Ending December 31, 2022 $ 19,862,367 2023 18,396,551 2024 12,141,759 2025 1,139,834 2026 1,139,834 Thereafter 4,656,152 Intangible assets, net $ 57,336,497 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | Other assets are summarized as follows: Summary of Other Assets As of December 31, 2021 2020 Security deposit $ 110,418 $ 110,418 Other deposits - 15,400 Prepaid expenses 528,733 732,309 Prepaid supplies - 472,685 Other assets $ 639,151 $ 1,330,812 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Value of Goodwill | The changes in carrying value of goodwill as follows: Schedule of Changes in Carrying Value of Goodwill As of December 31, 2021 2020 Carrying value at beginning of year $ 16,139,377 $ 16,139,377 Goodwill acquired in acquisition of The Spun 3,479,290 - Carrying value at end of year $ 19,618,667 $ 16,139,377 |
Restricted Stock Liabilities (T
Restricted Stock Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 2020 Restricted stock liabilities (before imputed interest) $ 3,800,734 $ 4,258,196 Less imputed interest (177,425 ) (457,462 ) Present value of restricted stock liabilities 3,623,309 3,800,734 Less payments during the years (1,471,591 ) (177,425 ) Restricted stock liabilities at end of year $ 2,151,718 $ 3,623,309 Current portion of restricted stock liabilities (reflected in accrued expenses and other) $ 2,151,718 $ 1,627,499 Long-term portion of restricted stock liabilities - 1,995,810 Total restricted stock liabilities at end of year $ 2,151,718 $ 3,623,309 |
Accrued Expenses and Other (Tab
Accrued Expenses and Other (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other are summarized as follows: Schedule of Accrued Expenses As of December 31, 2021 2020 General accrued expenses $ 4,491,283 $ 4,116,875 Accrued payroll and related taxes 7,124,180 2,519,903 Accrued publisher expenses 6,319,068 3,956,114 Deferred cash payments in connection with acquisitions 655,928 - Sales tax liability 778,774 1,063,515 Restricted stock liabilities 2,151,718 1,627,499 Lease termination liability 1,845,981 - Other 643,637 1,434,287 Total accrued expenses $ 24,010,569 $ 14,718,193 |
Liquidated Damages Payable (Tab
Liquidated Damages Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Liquidated Damages Payable | |
Summary of Liquidated Damages | Liquidated Damages payable are summarized as follows: Summary of Liquidated Damages As of December 31, 2021 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB Common Stock to be Issued (1) $ 15,001 $ - $ - $ 15,001 Series H Preferred Stock 1,163,955 1,171,809 792,365 3,128,129 12 - 873,092 242,325 1,115,417 Series I Preferred Stock 1,386,000 1,386,000 612,877 3,384,877 Series J Preferred Stock 1,560,000 1,560,000 489,797 3,609,797 Series K Preferred Stock 180,420 721,680 50,134 952,234 Total $ 4,305,376 $ 5,712,581 $ 2,187,498 $ 12,205,455 As of December 31, 2020 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB Common Stock to be Issued (1) $ 15,001 $ - $ - $ 15,001 Series H Preferred Stock 1,163,955 1,163,955 481,017 2,808,927 12 - 905,490 134,466 1,039,956 Series I Preferred Stock 1,386,000 1,386,000 332,185 3,104,185 Series J Preferred Stock 1,200,000 1,200,000 200,022 2,600,022 Total $ 3,764,956 $ 4,655,445 $ 1,147,690 $ 9,568,091 (1) Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”). |
Other Long-term Liabilities (Ta
Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Long-term Liabilities | |
Schedule of Other long-term liabilities | Other long-term liabilities consisted of the following: Schedule of Other long-term liabilities As of December 31, 2021 2020 Lease termination liability $ 6,928,053 $ 541,381 Deferred cash payment liabilities 410,037 - Other 218,175 211,984 Other long-term liabilities $ 7,556,265 $ 753,365 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments | Financial instruments measured at fair value during the year consisted of the following: Schedule of Fair Value of Financial Instruments As of December 31, 2021 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Senior Secured Note $ 60,756,285 $ - $ 60,756,285 $ As of December 31, 2020 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Senior Secured Note $ 52,556,401 $ - $ 52,556,401 $ - Warrant derivative liabilities: Strome Warrants $ 704,707 $ - $ - $ 704,707 B. Riley Warrants 443,188 - - 443,188 Total warrant derivative liabilities $ 1,147,895 $ - $ - $ 1,147,895 |
Schedule of Valuation Activity for the Embedded Conversion Feature Liability | The following table represents the carrying amounts and change in valuation for the Company’s warrants accounted for as a derivative liability and classified within Level 3 of the fair-value hierarchy as of and for the years ended December 31, 2021 and 2020: Schedule of Valuation Activity for Warrants Accounted for Derivative Liability As of and for the Years Ended December 31, 2021 2020 Carrying Amount at Beginning of Year Change in Valuation Reclassification to Equity Carrying Amount at End of Year Carrying Amount at Beginning of Year Change in Valuation Carrying Amount at End of Year Strome Warrants $ 704,707 $ (75,179 ) $ (629,528 ) $ - $ 1,036,687 $ (331,980 ) $ 704,707 B. Riley Warrants 443,188 40,687 (483,875 ) - 607,513 (164,325 ) 443,188 Total $ 1,147,895 $ (34,492 ) $ (1,113,403 ) $ - $ 1,644,200 $ (496,305 ) $ 1,147,895 For the years ended December 31, 2021 and 2020, the change in valuation of warrant derivative liabilities recognized within other (expense) income on the consolidated statements of operations, as described in the above table of $ 34,492 and $ 496,305 , respectively. The Strome Warrants and B. Riley Warrants were reclassified to equity upon filing an effective registration statement during the year ended December 31, 2021, resulting in a $ 1,113,403 offset within additional paid-in capital on the consolidated statements of stockholders’ deficiency. The following table represents the carrying amounts and changes in valuation for the Company’s conversion option features, buy-in features, and default remedy features, as deemed appropriate for each instrument (collectively the embedded derivative liabilities), for the 12 Schedule of Valuation Activity for the Embedded Conversion Feature Liability As of and for the Year Ended December 31, 2020 Carrying Amount at Beginning of Year Change in Valuation Fair Value Recorded within Equity Upon Conversion Carrying Amount at End of Year 12 $ 13,501,000 $ (2,571,004 ) $ (10,929,996 ) $ - |
Schedule of Valuation Activity for the Embedded Conversion Feature Liability | The following table represents the carrying amounts and changes in valuation for the Company’s conversion option features, buy-in features, and default remedy features, as deemed appropriate for each instrument (collectively the embedded derivative liabilities), for the 12 Schedule of Valuation Activity for the Embedded Conversion Feature Liability As of and for the Year Ended December 31, 2020 Carrying Amount at Beginning of Year Change in Valuation Fair Value Recorded within Equity Upon Conversion Carrying Amount at End of Year 12 $ 13,501,000 $ (2,571,004 ) $ (10,929,996 ) $ - |
Convertible Debt (Tables)
Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of 12% Convertible Debentures | The following table represents the various components of the 12 % Convertible Debentures as of and for the year ended December 31, 2020: Schedule of 12% Convertible Debentures Issuance Date Total 12% December 12, 2018 March 18, 2019 March 27, 2019 April 8, 2019 Convertible Debentures Principal amount of debt: $ 9,540,000 $ 1,696,000 $ 318,000 $ 100,000 $ 11,654,000 Less: issuance costs (590,000 ) (96,000 ) (18,000 ) - (704,000 ) Net cash proceeds received $ 8,950,000 $ 1,600,000 $ 300,000 $ 100,000 $ 10,950,000 Principal amount of debt (excluding original issue discount) $ 9,540,000 $ 1,696,000 $ 318,000 $ 100,000 $ 11,654,000 Add: conversion of debt from convertible debentures 3,551,528 - - - 3,551,528 Add: accrued interest 3,540,899 393,989 72,738 22,698 4,030,324 Principal amount of debt including accrued interest 16,632,427 2,089,989 390,738 122,698 19,235,852 Less: conversion in connection with issuance of common stock (15,870,143 ) (2,089,989 ) (22,119 ) (122,698 ) (18,104,949 ) Less: repayments in cash (762,284 ) - (368,619 ) - (1,130,903 ) Principal amount of debt - - - - - Debt discount: Allocated embedded derivative liabilities at issuance (4,760,000 ) (822,000 ) (188,000 ) (64,000 ) (5,834,000 ) Liquidated Damages recognized upon issuance (706,944 ) (67,200 ) (12,600 ) (4,200 ) (790,944 ) Issuance cost incurred at issuance (590,000 ) (106,000 ) (18,000 ) - (714,000 ) Total debt discount (6,056,944 ) (995,200 ) (218,600 ) (68,200 ) (7,338,944 ) Less: amortization of debt discount 6,056,944 995,200 218,600 68,200 7,338,944 Debt discount - - - - - 12% Convertible Debentures balance at December 31, 2020 $ - $ - $ - $ - $ - |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Senior Secured Notes and Delayed Draw Term Note | The following table represents the components of the Senior Secured Note and Delayed Draw Term Note: Schedule of Senior Secured Notes and Delayed Draw Term Note As of and for the Years Ended December 31, 2021 2020 Senior Secured Note Components Delayed Draw Term Note Components Total Senior Secured Note Components Delayed Draw Term Note Components Total Principal amount of debt: Principal amount of debt received on June 10, 2019 $ 20,000,000 $ - $ 20,000,000 $ 20,000,000 $ - $ 20,000,000 Principal amount of debt received on June 14, 2019 48,000,000 - 48,000,000 48,000,000 - 48,000,000 Principal amount of debt received on August 27, 2019 3,000,000 - 3,000,000 3,000,000 - 3,000,000 Principal amount of debt received on March 26, 2020 - 6,913,865 6,913,865 - 6,913,865 6,913,865 Principal amount of debt received on December 28, 2021 - 5,086,135 5,086,135 - - - Subtotal principal amount of debt 71,000,000 12,000,000 83,000,000 71,000,000 6,913,865 77,913,865 Add accrued interest 13,852,050 1,223,506 15,075,556 7,457,388 675,958 8,133,346 Less principal payment paid in Series J Preferred Stock (net of interest of $ 146,067 (4,853,933 ) - (4,853,933 ) (4,853,933 ) - (4,853,933 ) Less principal payment paid in Series K Preferred Stock (net of interest of $ 71,495 - (3,295,505 ) (3,295,505 ) - (3,295,505 ) (3,295,505 ) Less principal payments paid in cash (17,307,364 ) - (17,307,364 ) (17,307,364 ) - (17,307,364 ) Principal amount of debt outstanding including accrued interest 62,690,753 9,928,001 72,618,754 56,296,091 4,294,318 60,590,409 Debt discount: Placement fee to B. Riley FBR (3,550,000 ) (691,387 ) (4,241,387 ) (3,550,000 ) (691,387 ) (4,241,387 ) Commitment fee ( 2 - (101,723 ) (101,723 ) - (101,723 ) (101,723 ) Success based fee to B. Riley FBR (3,400,000 ) - (3,400,000 ) (3,400,000 ) - (3,400,000 ) Legal and other costs (202,382 ) (120,755 ) (323,137 ) (202,382 ) (120,755 ) (323,137 ) Commitment fee due December 28, 2021 - (508,614 ) (508,614 ) - - - Subtotal debt discount (7,152,382 ) (1,422,479 ) (8,574,861 ) (7,152,382 ) (913,865 ) (8,066,247 ) Less amortization of debt discount 5,217,914 855,007 6,072,921 3,412,692 554,693 3,967,385 Unamortized debt discount (1,934,468 ) (567,472 ) (2,501,940 ) (3,739,690 ) (359,172 ) (4,098,862 ) Carrying value at year-end $ 60,756,285 $ 9,360,529 $ 70,116,814 $ 52,556,401 $ 3,935,146 $ 56,491,547 |
Schedule of Long Term Debt | The following table summarizes long-term debt: Schedule of Long Term Debt As of December 31, 2021 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 Senior Secured Note, as amended, matures December 31, 2023 $ 62,690,753 $ (1,934,468 ) $ 60,756,285 $ 56,296,091 $ (3,739,690 ) $ 52,556,401 Delayed Draw Term Note, as amended, matures December 31, 2023 9,928,001 (567,472 ) 9,360,529 4,294,318 (359,172 ) 3,935,146 Paycheck Protection Program Loan, scheduled to mature April 6, 2022, fully forgiven June 22, 2021 - - - 5,702,725 - 5,702,725 Total $ 72,618,754 $ (2,501,940 ) 70,116,814 $ 66,293,134 $ (4,098,862 ) 62,194,272 Less current portion (5,744,303 ) - Long-term portion $ 64,372,511 $ 62,194,272 |
Schedule of Principal Maturities of Long-term Debt | The following table summarizes principal maturities of long-term debt: Schedule of Principal Maturities of Long-term Debt Years Ending December 31, 2022 $ 5,924,668 2023 66,694,086 Total $ 72,618,754 |
Summary of Interest Expense | The following table represents interest expense: Summary of Interest Expense Years Ended December 31, 2021 2020 Amortization of debt discounts: 12% Convertible Debentures $ - $ 3,880,609 Senior Secured Note 1,805,222 2,171,910 Delayed Draw Term Note 300,314 554,693 Total amortization of debt discount 2,105,536 6,607,212 Accrued and noncash converted interest: 12% Convertible Debentures - 2,116,281 Senior Secured Note 6,394,662 6,374,746 Delayed Draw Term Note 547,548 747,453 Payroll Protection Program Loan 13,972 - Promissory Note - 5,844 Total accrued and noncash converted interest 6,956,182 9,244,324 Cash paid interest: Other 1,392,900 645,681 Total interest expense $ 10,454,618 $ 16,497,217 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Series H Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series H Preferred Stock for the years ended and as of December 31, 2021 and 2020: Schedule of Components of Preferred Stock Series H Preferred Shares Stock Components Issuance of Series H Preferred Stock at January 1, 2020 19,399 $ 19,399,250 Less issuance costs (1,353,754 ) Net issuance of Series H Preferred Stock at January 1, 2020 18,045,496 Issuance of Series H Preferred Stock on August 19, 2020: Issuance of Series H Preferred Stock (as further described below) 108 130,896 Less issuance costs netted from the proceeds (17,896 ) Net proceeds received upon issuance of Series H Preferred Stock 113,000 Conversion of Series H Preferred Stock into common stock on September 21, 2020 (300 ) (300,000 ) Issuance of Series H Preferred Stock upon conversion of promissory note on November 13, 2020 (as further described below) 389 389,000 Net issuance of Series H Preferred Stock during the year ended December 31, 2020 197 202,000 Series H Preferred Stock at December 31, 2020 19,596 $ 18,247,496 Conversion of Series H Preferred Stock: Conversion of Series H Preferred Stock into common stock on August 17, 2021 (50 ) (50,000 ) Conversion of Series H Preferred Stock into common stock on November 22, 2021 (4,011 ) (4,011,000 ) Conversion of Series H Preferred Stock into common stock on December 21, 2021 (469 ) (469,000 ) Total conversion of Series H Preferred Stock (4,530 ) (4,530,000 ) Series H Preferred Stock at December 31, 2021 15,066 $ 13,717,496 |
Series I Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series I Preferred Stock as of and for the year ended December 31, 2020: Schedule of Components of Preferred Stock Shares Series I Preferred Stock Components Issuance of Series I Preferred Stock at January 1, 2020 23,100 $ 23,100,000 Less costs recognized upon issuance: Issuance costs incurred upon issuance (1,459,858 ) Liquidated Damages recognized upon issuance (1,940,400 ) Total issuance costs and Liquidated Damages (3,400,258 ) Net issuance of Series I Preferred Stock at January 1, 2020 23,100 19,699,742 Conversion of Series I Preferred Stock into common stock on December 18, 2020 (as further described below) (23,100 ) (19,699,742 ) Series I Preferred Stock at December 31, 2020 - $ - |
Series J Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series J Preferred Stock for the years ended and as of December 31, 2020: Schedule of Components of Preferred Stock Series J Preferred Shares Stock Components Issuance of Series J Preferred Stock at January 1, 2020 20,000 $ 20,000,000 Less costs recognized upon issuance: Issuance costs incurred upon issuance (580,004 ) Liquidated Damages recognized upon issuance (1,680,000 ) Total issuance costs and Liquidated Damages (2,260,004 ) Net issuance of Series J Preferred Stock at January 1, 2020 17,739,996 Issuance of Series J Preferred Stock on September 4, 2020 10,500 6,000,000 Net Issuance of Series J Preferred Stock prior to conversion on December 18, 2020 30,500 23,739,996 Conversion of Series J Preferred Stock into common stock on December 18, 2020 (as further described below) (30,500 ) (23,739,996 ) Series I Preferred Stock at December 31, 2020 - $ - |
Series K Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series K Preferred Stock as of and for the year ended December 31, 2020: Schedule of Components of Preferred Stock Series K Preferred Shares Stock Components Issuance of Series K Preferred Stock: Issuance of Series K Preferred Stock on October 23, 2020 6,750 $ 6,750,000 Issuance of Series K Preferred Stock on October 28, 2020 5,292 5,292,000 Issuance of Series K Preferred Stock on November 11, 2020 6,000 6,000,000 Total issuance of Series K Preferred Stock 18,042 18,042,000 Less issuance costs: Cash paid to B. Riley FBR as placement fee (440,500 ) Legal fees and other costs (120,000 ) Total issuance costs (560,500 ) Net issuance of Series K Preferred Stock prior to conversion on December 18, 2020 18,042 17,481,500 Conversion of Series K Preferred Stock to common stock on December 18, 2020 (as further described below) (18,042 ) (17,481,500 ) Series K Preferred Stock at December 31, 2020 - $ - |
Stockholders_ Deficiency (Table
Stockholders’ Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Restricted Stock Award Activity | A summary of the restricted stock award activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Restricted Stock Award Activity Weighted Number of Shares Grant-Date Unvested Vested Fair Value Restricted stock awards outstanding at January 1, 2020 108,713 77,077 $ 12.32 Issued 25,569 - 10.56 Vested (101,706 ) 101,706 Subject to repurchase - (48,389 ) Forfeited (18,182 ) (33,947 ) Restricted stock awards outstanding at December 31, 2020 14,394 96,447 9.24 Issued 243,662 - 16.15 Vested (56,415 ) 56,415 Exchange of shares - (4,035 ) Forfeited (6,835 ) (4,355 ) Restricted stock awards outstanding at December 31, 2021 194,806 144,472 14.93 |
Summary of Warrant Activity | A summary of the Financing Warrants activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Warrant Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Financing Warrants outstanding at January 1, 2020 131,004 $ 17.60 3.95 Financing Warrants outstanding at December 31, 2020 131,004 13.20 2.94 Expired (14,886 ) 4.40 Financing Warrants outstanding at December 31, 2021 116,118 14.08 2.21 Financing Warrants exercisable at December 31, 2021 116,118 14.08 2.21 |
Schedule of Common Stock Financing Warrants Outstanding and Exercisable | The Financing Warrants outstanding and exercisable classified within the statement of stockholders’ deficiency as of December 31, 2021 are summarized as follows: Schedule of Common Stock Financing Warrants Outstanding and Exercisable Exercise Price Expiration Date Total Exercisable (Shares) Strome Warrants $ 11.00 June 15, 2023 68,182 B. Riley Warrants 7.26 October 18, 2025 39,773 MDB Warrants 25.30 October 19, 2022 5,435 MDB Warrants 55.00 October 19, 2022 2,728 Total outstanding and exercisable 116,118 |
Stock_Based Compensation (Table
Stock–Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Exercise Prices of Common Stock Options | Summary of Common Stock Options Exercisable Stock Number of Shares Price that Vest $ 14.30 114,035 $ 22.00 151,522 $ 33.00 151,522 $ 44.00 151,522 568,601 |
Schedule of Unrecognized Compensation Expense | Unrecognized compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2021 was as follows: Schedule of Unrecognized Compensation Expense As of December 31, 2021 Restricted Stock Awards Common Stock Awards Common Equity Awards Outside Options Publisher Partner Warrants ABG Warrants Totals Unrecognized compensation expense $ 2,354,832 $ $ 45,556,247 $ 37,694 $ $ 2,433,889 $ 50,382,662 Weighted average period expected to be recognized (in years) 1.41 - 1.98 0.19 - 1.67 1.94 |
ABG Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Exercise Prices of Common Stock Options | The exercise prices of the ABG Warrants outstanding and exercisable are as follows as of December 31, 2021. Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) $ 9.24 749,655 208,238 $ 18.48 249,885 91,625 999,540 299,863 |
Schedule of Warrants Activity | A summary of the ABG Warrant activity during the years ended December 31, 2021 and 2020 is as follows: Schedule of Warrants Activity Number of Shares Weighted Average Weighted Average Remaining Contractual Life Unvested Vested Exercise Price (in years) ABG Warrants outstanding at January 1, 2020 999,540 - $ 13.86 9.46 Vested (99,954 ) 99,954 13.86 ABG Warrants outstanding at December 31, 2020 899,586 99,954 13.86 8.46 Vested (199,909 ) 199,909 12.06 ABG Warrants outstanding at December 31, 2021 699,677 299,863 11.55 7.46 |
Summary of Stock-based Compensation | Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2021 and 2020 are summarized as follows: Summary of Stock-based Compensation Year Ended December 31, 2021 Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Cost of revenue $ 196,651 $ 303,899 $ 6,974,374 $ 2,981 $ $ - $ 7,477,905 Selling and marketing - 34,832 5,265,382 75,653 - - 5,375,867 General and administrative 1,535,865 174,123 13,879,175 234,101 - 1,816,485 17,639,749 Total costs charged to operations 1,732,516 512,854 26,118,931 312,735 - 1,816,485 30,493,521 Capitalized platform development 11,128 7,101 2,018,993 8,042 - - 2,045,264 Total stock-based compensation $ 1,743,644 519,955 $ 28,137,924 $ 320,777 $ $ 1,816,485 $ 32,538,785 Year Ended December 31, 2020 Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Cost of revenue $ 163,181 $ 156,043 $ 3,975,625 $ 8,394 $ 36,673 $ - $ 4,339,916 Selling and marketing 1,486,722 114,640 2,454,432 272,431 - - 4,328,225 General and administrative 317,982 615,604 3,439,803 150,577 - 1,449,074 5,973,040 Total costs charged to operations 1,967,885 886,287 9,869,860 431,402 36,673 1,449,074 14,641,181 Capitalized platform development 361,519 178,284 1,062,792 6,400 - - 1,608,995 Total stock-based compensation $ 2,329,404 1,064,571 $ 10,932,652 $ 437,802 $ 36,673 $ 1,449,074 $ 16,250,176 |
Equity 2019 Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Exercise Prices of Common Stock Options | The exercise prices under the 2019 Plan for the common equity awards outstanding and exercisable are as follows as of December 31, 2021: Summary of Common Stock Options Exercisable Exercise Outstanding Exercisable Price (Shares) (Shares) No exercise price 1,802,686 166,574 $ 7.00 9.99 132,281 83,496 $ 10.00 12.99 1,802,249 974,941 $ 13.00 15.99 334,825 135,689 $ 16.00 18.99 1,803,385 664,881 $ 19.00 21.99 1,032,028 26,951 6,907,454 2,052,532 |
Stock Options Outside 2016 Plan and 2019 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity | A summary of outside option activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Stock Option Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Outside options outstanding at January 1, 2020 169,304 $ 4.62 9.04 Forfeited (8,879 ) 10.12 Expired (21,697 ) 8.58 Outside options outstanding at December 31, 2020 138,728 10.12 8.07 Forfeited (31 ) 7.70 Expired (60 ) 7.70 Outside options outstanding at December 31, 2021 138,637 10.08 7.07 Outside options exercisable at December 31, 2021 132,955 9.98 7.07 Outside options not vested at December 31, 2021 5,682 |
Schedule of Exercise Prices of Common Stock Options | The exercise prices of outside options outstanding and exercisable are as follows as of December 31, 2021: Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) $ 7.00 9.99 70,455 70,455 $ 10.00 12.99 68,182 62,500 138,637 132,955 |
Publisher Partner Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Exercise Prices of Common Stock Options | The exercise prices of the Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2021. Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) $ 20.00 24.99 6,390 1,844 $ 25.00 29.99 17,009 12,918 $ 30.00 34.99 2,521 2,521 $ 35.00 39.99 4,888 1,138 $ 40.00 44.99 4,749 2,295 $ 45.00 49.99 50 50 35,607 20,766 |
Schedule of Warrants Activity | A summary of the Publisher Partner Warrants activity during the years ended December 31, 2021 and 2020 is as follows: Schedule of Warrants Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Publisher Partner Warrants outstanding at January 1, 2020 42,707 $ 32.12 2.57 Forfeited (6,819 ) Publisher Partner Warrants outstanding at December 31, 2020 35,888 29.48 1.50 Expired (281 ) Publisher Partner Warrants outstanding at December 31, 2021 35,607 28.33 0.50 Publisher Partner Warrants exercisable at December 31, 2021 20,766 28.88 0.53 Publisher Partner Warrants not vested at December 31, 2021 14,841 Publisher Partner Warrants available for future grants at December 31, 2021 55,303 |
Common Stock Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Fair Value of Stock Options Assumptions | The fair value of common stock awards granted during the year ended December 31, 2020 were calculated using the Black-Scholes option pricing model under the Probability Weighted Scenarios utilizing the following assumptions: Schedule of Fair Value of Stock Options Assumptions Up-list No Up-list Risk-free interest rate 0.45 0.45 Expected dividend yield 0.00 0.00 Expected volatility 71.00 132.00 Expected life 6.0 6.0 |
Summary of Stock Option Activity | A summary of the common stock award activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Stock Option Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common stock awards outstanding at January 1, 2020 366,571 $ 13.64 8.34 Granted 10,637 19.80 Exercised (316 ) 12.32 Forfeited (27,327 ) 23.98 Expired (35,823 ) 11.66 Common stock awards outstanding at December 31, 2020 313,742 18.92 7.50 Granted 8,041 27.42 Forfeited (176 ) 12.32 Expired (28,266 ) 26.84 Common stock awards outstanding at December 31, 2021 293,341 18.49 6.49 Common stock awards exercisable at December 31, 2021 293,341 18.49 6.49 Common stock awards not vested at December 31, 2021 - Common stock awards available for future grants at December 31, 2021 161,204 |
Schedule of Exercise Prices of Common Stock Options | The exercise prices under the 2016 Plan for the common stock awards outstanding and exercisable are as follows as of December 31, 2021: Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) Under $ 11.00 32,591 32,591 $ 11.01 to $ 16.50 171,797 171,797 $ 16.51 to $ 22.00 - - $ 22.01 to $ 27.50 41,486 41,486 $ 27.51 to $ 33.00 910 910 $ 33.01 to $ 38.50 11,366 11,366 $ 38.51 to $ 44.00 34,509 34,509 $ 44.01 to $ 49.50 682 682 293,341 293,341 |
Common Equity Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Fair Value of Stock Options Assumptions | The fair value of common equity awards granted during the years ended December 31, 2021 and 2020 were calculated using the Black-Scholes option pricing model for the time-based and performance-based awards by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions: Schedule of Fair Value of Stock Options Assumptions Year Ended Year Ended Up-list No Up-list Up-list No Up-list Risk-free interest rate 0.16 1.48 0.16 1.48 0.20 0.79 0.20 0.79 Expected dividend yield 0.00% 0.00% 0.00% 0.00% Expected volatility 65.00 90.00 133.00 140.00 61.00 91.00 61.00 142.00 Expected life 3.0 6.0 3.0 6.0 3.0 6.7 3.0 6.7 |
Summary of Stock Option Activity | A summary of the common equity award activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Stock Option Activity Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common equity awards outstanding at January 1, 2020 2,955,166 $ 11.66 9.43 Granted 1,154,263 15.62 Forfeited (379,199 ) 13.42 Expired (124 ) 12.32 Common equity awards outstanding at December 31, 2020 3,730,106 12.76 8.65 Granted 3,981,907 10.86 Exercised (7,893 ) 10.12 Issued (22,728 ) - Forfeited (433,982 ) 16.01 Expired (339,956 ) 12.02 Common equity awards outstanding at December 31, 2021 (1) 6,907,454 11.23 8.63 Common equity awards exercisable at December 31, 2021 2,052,532 12.04 8.16 Common equity awards not vested at December 31, 2021 (1) 4,854,922 Common equity awards available for future grants at December 31, 2021 (2) 1,408,443 (1) Includes 1,814,044 (2) Excludes 70,465 restricted stock awards vested as of December 31, 2021 that were issued under the 2019 Plan |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Restricted Stock Units Activity | A summary of the restricted stock unit activity during the years ended December 31, 2021 and 2020 is as follows: Schedule of Restricted Stock Units Activity Weighted Average Number of Shares Grant-Date Unvested Vested Fair Value Restricted stock units outstanding at January 1, 2020 109,091 $ 9.90 Forfeited (109,091 ) - Restricted stock units outstanding at December 31, 2020 - - - Forfeited - - Restricted stock units outstanding at December 31, 2021 - - - |
Pension Plans (Tables)
Pension Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Pension Plans | |
Schedule of Recognized Liquidated Damages | The following tables summarize the Liquidated Damages recognized on the consolidated statements of operations during the years ended December 31, 2021 and 2020, with respect to the registration rights agreements and securities purchase agreements: Schedule of Recognized Liquidated Damages Registration Rights Damages Public Information Failure Damages Accrued Interest Balance Years Ended December 31, 2021 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance Series H Preferred Stock $ - $ 7,854 $ 311,348 $ 319,202 12% Convertible Debentures - - 75,461 75,461 Series I Preferred Stock - - 280,692 280,692 Series J Preferred Stock 360,000 360,000 289,775 1,009,775 Series K Preferred Stock 180,420 721,680 50,134 952,234 Total $ 540,420 $ 1,089,534 $ 1,007,410 $ 2,637,364 Registration Rights Damages Public Information Failure Damages Accrued interest Balance Years Ended December 31, 2020 Registration Rights Damages Public Information Failure Damages Accrued interest Balance 12% Convertible Debentures $ - $ 12,300 $ 1,578 $ 13,878 Series I Preferred Stock 277,200 346,500 69,992 693,692 Series J Preferred Stock 360,000 360,000 60,007 780,007 Total $ 637,200 $ 718,800 $ 131,577 $ 1,487,577 |
Schedule of Income Taxes | The components of the benefit (provision) for income taxes consist of the following: Schedule of Income Taxes 2021 2020 Years Ended December 31, 2021 2020 Current tax benefit: Federal $ - $ - State and local - - Total current tax benefit - - Deferred tax (provision) benefit: Federal 18,028,497 20,677,960 State and local 4,439,909 5,279,879 Change in valuation allowance (20,793,972 ) (26,168,671 ) Total deferred tax (provision) benefit 1,674,434 (210,832 ) Total income tax benefit (provision) $ 1,674,434 $ (210,832 ) |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities were as follows: Schedule of Components of Deferred Tax Assets and Liabilities 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 41,806,276 $ 35,535,941 Interest limitation carryforward 2,860,899 - Tax credit carryforwards 263,873 263,873 Allowance for doubtful accounts 589,585 458,506 Accrued expenses and other 1,767,649 677,909 Lease termination 1,896,991 - Liquidated damages 2,240,294 1,549,313 Unearned revenue 5,383,337 2,356,111 Stock-based compensation 4,779,191 2,158,080 Operating lease liability 165,065 691,228 Depreciation and amortization 3,029,171 4,341,983 Deferred tax assets 64,782,331 48,032,944 Valuation allowance (50,447,389 ) (29,653,417 ) Total deferred tax assets 14,334,942 18,379,527 Deferred tax liabilities: Prepaid expenses (101,388 ) (144,704 ) Acquisition-related intangibles (14,595,672 ) (18,445,655 ) Total deferred tax liabilities (14,697,060 ) (18,590,359 ) Net deferred tax liabilities $ (362,118 ) $ (210,832 ) |
Schedule of Tax Benefit and Effective Income Tax | The provision (benefit) for income taxes on the statement of operations differs from the amount computed by applying the statutory federal income tax rate to loss before the benefit for income taxes, as follows: Schedule of Tax Benefit and Effective Income Tax Years Ended December 31, 2021 2020 Amount Percent Amount Percent Federal benefit expected at statutory rate $ (19,238,957 ) 21.0 % $ (18,694,437 ) 21.0 % State and local taxes, net of federal benefit (4,439,909 ) 4.8 % (5,279,879 ) 5.9 % Stock-based compensation 4,881,640 (5.3 )% 1,768,735 (2.0 )% Unearned revenue (2,703,394 ) 3.0 % (5,120,330 ) 5.8 % Interest expense 63,558 (0.1 )% 1,173,535 (1.3 )% Gain upon debt extinguishment (1,200,506 ) 1.3 % - 0.0 % Other differences, net 213,159 (0.2 )% 152,294 (0.2 )% Valuation allowance 20,793,972 (22.7 )% 26,168,671 (29.4 )% Other permanent differences (43,988 ) 0.0 % 42,243 0.0 % Tax provision (benefit) and effective income tax rate $ (1,674,434 ) 1.8 % $ 210,832 (0.2 )% |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 189,140,334 | $ 128,032,397 |
Net Income (Loss) Available to Common Stockholders, Basic | 89,939,653 | $ 104,874,558 |
Available credit | 17,700,000 | |
Underwritten public offering | $ 31,500,000 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Over time | $ 189,140,334 | $ 128,032,397 |
Total | 189,140,334 | 128,032,397 |
Transferred at Point in Time [Member] | ||
Product Information [Line Items] | ||
Over time | 159,511,979 | 99,536,721 |
Total | 159,511,979 | 99,536,721 |
Transferred over Time [Member] | ||
Product Information [Line Items] | ||
Over time | 29,628,355 | 28,495,676 |
Total | 29,628,355 | 28,495,676 |
UNITED STATES | ||
Product Information [Line Items] | ||
Over time | 182,706,557 | 122,570,712 |
Total | 182,706,557 | 122,570,712 |
Other [Member] | ||
Product Information [Line Items] | ||
Over time | 6,433,777 | 5,461,685 |
Total | 6,433,777 | 5,461,685 |
Digital Advertising [Member] | ||
Product Information [Line Items] | ||
Over time | 62,864,924 | 34,648,945 |
Total | 62,864,924 | 34,648,945 |
Digital Subscriptions [Member] | ||
Product Information [Line Items] | ||
Over time | 29,628,355 | 28,495,676 |
Total | 29,628,355 | 28,495,676 |
Product and Service, Other [Member] | ||
Product Information [Line Items] | ||
Over time | 8,515,655 | 4,596,686 |
Total | 8,515,655 | 4,596,686 |
Digital Revenue [Member] | ||
Product Information [Line Items] | ||
Over time | 101,008,934 | 67,741,307 |
Total | 101,008,934 | 67,741,307 |
Print Advertising [Member] | ||
Product Information [Line Items] | ||
Over time | 9,050,671 | 9,710,877 |
Total | 9,050,671 | 9,710,877 |
Print Subscriptions [Member] | ||
Product Information [Line Items] | ||
Over time | 79,080,729 | 50,580,213 |
Total | 79,080,729 | 50,580,213 |
Print Revenue [Member] | ||
Product Information [Line Items] | ||
Over time | 88,131,400 | 60,291,090 |
Total | $ 88,131,400 | $ 60,291,090 |
Schedule of Contract with Custo
Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Product Information [Line Items] | ||
Total short-term contract liabilities | $ 54,029,657 | $ 61,625,676 |
Total long-term contract liabilities | 15,275,892 | 23,498,597 |
Digital Subscriptions [Member] | ||
Product Information [Line Items] | ||
Total short-term contract liabilities | 14,692,479 | 15,039,331 |
Total long-term contract liabilities | 1,444,440 | 785,636 |
Print Subscriptions [Member] | ||
Product Information [Line Items] | ||
Total short-term contract liabilities | 39,337,178 | 46,586,345 |
Total long-term contract liabilities | $ 13,831,452 | $ 22,712,961 |
Schedule of Cash and Restricted
Schedule of Cash and Restricted Cash (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 9,349,020 | $ 9,033,872 |
Restricted cash | 501,780 | 500,809 |
Total cash, cash equivalents, and restricted cash | $ 9,850,800 | $ 9,534,681 |
Schedule of Depreciation and Am
Schedule of Depreciation and Amortization, Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | Shorter of remaining lease term or estimated useful life |
Office Equipment And Computers [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 1 year |
Office Equipment And Computers [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 1 year |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Schedule of Net Income (Loss) P
Schedule of Net Income (Loss) Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 10,774,966 | 8,076,976 |
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 | 8,582 | 8,582 |
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 | 2,075,200 | 2,699,312 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 194,806 | 14,394 |
Financing Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 116,118 | 131,003 |
ABG Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 999,540 | 999,540 |
All Hip Hop Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 5,681 | 5,681 |
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 | 35,607 | 35,888 |
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 | 293,341 | 313,742 |
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 | 6,907,454 | 3,730,106 |
Outside Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 138,637 | 138,728 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Subscription refund liability | $ 3,086,799 | $ 4,035,531 |
Contract modification - revenue | 2,821,155 | 9,341,946 |
Restricted cash | 501,780 | 500,809 |
Accounts receivable | 21,659,847 | 16,497,626 |
Allowance for doubtful accounts | 1,578,357 | 892,352 |
Subscription acquisition cost | 38,397,077 | 41,505,480 |
Acquisition cost short term | 30,162,524 | 28,146,895 |
Acquisition cost long term | 8,234,553 | 13,358,585 |
Selling and Marketing Expense [Member] | ||
Product Information [Line Items] | ||
Advertising Expense | $ 5,942,759 | $ 3,583,116 |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 11.30% | 0.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 10.70% | 0.00% |
Accounts Payable [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 10.50% | 0.00% |
Schedule of Preliminary Purchas
Schedule of Preliminary Purchase Price (Details) - USD ($) | Jul. 15, 2021 | Jun. 04, 2021 | Mar. 09, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Cash | $ 7,950,457 | $ 315,289 | |||
College Spun Media Incorporated [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 10,829,893 | ||||
Deferred cash payments | 905,109 | ||||
Total purchase consideration | $ 11,735,002 | ||||
Fulltime Fantasy Sports LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Deferred cash payments | $ 419,387 | ||||
Total purchase consideration | 1,256,887 | ||||
Cash | 335,000 | ||||
Indemnity restricted stock units for shares of common stock | 167,500 | ||||
Deferred restricted stock | $ 335,000 | ||||
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 |
Summary of Price Allocation for
Summary of Price Allocation for Acquisition (Details) - USD ($) | Dec. 31, 2021 | Jun. 04, 2021 | Dec. 31, 2020 | Mar. 09, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 19,618,667 | $ 16,139,377 | $ 16,139,377 | ||
College Spun Media Incorporated [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 3,214,436 | ||||
Accounts receivable | 1,772,025 | ||||
Other current assets | 4,567 | ||||
Goodwill | 3,479,290 | ||||
Accrued expenses | (84,732) | ||||
Deferred tax liabilities | (1,825,720) | ||||
Net assets acquired | 11,735,002 | ||||
TST Acquisition Co, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Brand name | $ 5,175,136 | ||||
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) |
Schedule of Preliminary Purch_2
Schedule of Preliminary Purchase Price (Details) (Parenthetical) | Jul. 15, 2021USD ($) |
Fulltime Fantasy Sports LLC [Member] | |
Business Acquisition [Line Items] | |
Transaction cost | $ 35,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Jul. 30, 2022 | Jul. 15, 2021 | Jun. 04, 2021 | Mar. 09, 2020 | Mar. 07, 2020 | Feb. 19, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||||
Developed technology useful life | 3 years | |||||||
Payments to Acquire Businesses, Gross | $ 7,950,457 | $ 315,289 | ||||||
Transaction costs related to acquisition | $ 35,000 | |||||||
Developed Technology Rights [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Developed technology useful life | 3 years | |||||||
Asset Purchase Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 184,087 | |||||||
Stock Issued During Period, Shares, New Issues | 11,667 | |||||||
Shares, Issued | 2,539 | |||||||
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 | 11,364 | 11,364 | ||||||
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 | 34,092 | |||||||
College Spun Media Incorporated [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Developed technology useful life | 10 years | |||||||
Total cash consideration | $ 11,735,002 | |||||||
Fulltime Fantasy Sports LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 335,000 | |||||||
Transaction costs related to acquisition | 35,000 | |||||||
Total cash consideration | $ 1,256,887 | |||||||
30/06/2022 [Member] | Fulltime Fantasy Sports LLC [Member] | Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Shares, Purchase of Assets | 11,364 | |||||||
Asset Acquisition, Consideration Transferred, Contingent Consideration | $ 225,000 | |||||||
Closing [Member] | Asset Purchase Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 131,202 | |||||||
First Anniversary Date [Member] | Asset Purchase Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Shares, Purchase of Assets | 14,205 | |||||||
Second Anniversary Date [Member] | Asset Purchase Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Shares, Purchase of Assets | 14,205 | |||||||
College Spun Media Incorporated [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash Acquired from Acquisition | $ 11,829,893 | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 194,806 | |||||||
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] | Closing [Member] | Working Capital Adjustment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | 829,893 | |||||||
College Spun Media Incorporated [Member] | First Anniversary Date [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Value, Purchase of Assets | 500,000 | |||||||
College Spun Media Incorporated [Member] | Second Anniversary Date [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 500,000 |
Schedule of Prepayments and Oth
Schedule of Prepayments and Other Current Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Prepayments And Other Current Assets | ||
Prepaid expenses | $ 3,467,075 | $ 3,400,080 |
Prepaid software license | 128,525 | 378,488 |
Refundable income and franchise taxes | 744,642 | 733,553 |
Security deposits | 92,494 | |
Other receivables | 407,605 | 62,648 |
Prepayments and other current assets | $ 4,747,847 | $ 4,667,263 |
Royalty Fees (Details Narrative
Royalty Fees (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Unamortization of advance royalty | $ 45,000,000 | |
Royalty fees, current portion | 11,250,000 | $ 15,000,000 |
Royalty fees, net of current portion | 11,250,000 | |
TheStreet and the Sports Illustrated Licensing Agreement [Member] | Authentic Brand Group SI LLC [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Prepaid Royalties | $ 11,250,000 | $ 26,250,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment costs | $ 1,345,537 | $ 1,706,805 |
Less accumulated depreciation and amortization | (709,769) | (577,367) |
Net property and equipment | 635,768 | 1,129,438 |
Office Equipment And Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment costs | 1,344,532 | 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 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 443,422 | $ 638,796 |
Schedule of Supplemental Inform
Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Leases | |||
Operating lease costs during the year | [1],[2] | $ 2,718,499 | $ 4,054,423 |
Cash payments included in the measurement of operating lease liabilities during the year | 2,787,266 | 3,188,986 | |
Operating lease liabilities arising from obtaining lease right-of-use assets during the year | $ 16,617,790 | ||
Weighted-average remaining lease term (in years) as of year-end | 2 years 9 months | 11 years 3 months | |
Weighted-average discount rate during the year | 9.90% | 13.57% | |
[1] | Includes certain costs associated with a business membership agreement that permits access to certain office space of $ 75,000 | ||
[2] | Operating lease costs is presented net of sublease income that is not material. |
Schedule of Operating Lease Cos
Schedule of Operating Lease Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Total operating lease costs (1) | [1],[2] | $ 2,718,499 | $ 4,054,423 |
Cost Of Revenue [Member] | |||
Total operating lease costs (1) | 1,797,327 | 2,380,002 | |
Selling and Marketing Expense [Member] | |||
Total operating lease costs (1) | 515,868 | 523,323 | |
General and Administrative Expense [Member] | |||
Total operating lease costs (1) | $ 405,304 | $ 1,151,098 | |
[1] | Includes certain costs associated with a business membership agreement that permits access to certain office space of $ 75,000 | ||
[2] | Operating lease costs is presented net of sublease income that is not material. |
Schedule of Operating Lease C_2
Schedule of Operating Lease Costs (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating Lease, Cost | [1],[2] | $ 2,718,499 | $ 4,054,423 |
Business Membership Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating Lease, Cost | $ 75,000 | ||
[1] | Includes certain costs associated with a business membership agreement that permits access to certain office space of $ 75,000 | ||
[2] | Operating lease costs is presented net of sublease income that is not material. |
Summary of Maturity of Lease Li
Summary of Maturity of Lease Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 472,084 | |
2023 | 486,247 | |
2024 | 372,829 | |
Minimum lease payments | 1,131,160 | |
Less imputed interest | (171,981) | |
Total operating lease liability | 1,159,179 | |
Current portion of operating lease liability | 373,859 | $ 1,059,671 |
Long-term portion of operating lease liability | $ 785,320 | $ 19,886,083 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Nov. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Lessor, Operating Lease, Term of Contract | 2 years 9 months | ||||
Operating lease right of use asset | $ 528,431 | $ 18,292,196 | |||
Operating Lease, Impairment Loss | 466,356 | ||||
Operating lease liability | 1,159,179 | ||||
Loss on termination of lease | (7,344,655) | ||||
Cash payments | $ 1,131,160 | ||||
December 1, 2021 and October 1, 2022 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cash payments | $ 1,000,000 | ||||
October 1, 2022 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cash payments | 1,000,000 | ||||
October 1, 2023 and October 2, 2023 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cash payments | 4,000,000 | ||||
October 1, 2023 and October 1, 2024 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cash payments | 4,000,000 | ||||
Sublease Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Sublease Income | $ 637,000 | ||||
Operating lease right of use asset | 1,001,511 | ||||
Operating Lease, Impairment Loss | $ 466,356 | ||||
Business Membership Agreement [Member] | York factory LLC [Member] | Thirty Accounts [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Operating lease liability | $ 25,000 | ||||
Business Membership Agreement [Member] | York factory LLC [Member] | One Hundred Ten Accounts [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Operating lease liability | $ 56,617 | ||||
Lease Arrangement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Operating lease right of use asset | 15,673,474 | ||||
Operating lease liability | 17,934,940 | ||||
Penalty upon termination | 9,606,121 | ||||
Loss on termination of lease | 7,344,655 | ||||
Proceeds from lease payments | 10,000,000 | ||||
Advertising expense | $ 1,475,000 |
Summary of Platform Development
Summary of Platform Development Costs (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Net platform development | $ 9,298,795 | $ 7,355,608 |
Platform Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Platform development | 21,997,102 | 16,027,428 |
Less accumulated amortization | $ (12,698,307) | $ (8,671,820) |
Summary of Platform Developme_2
Summary of Platform Development Cost Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Stock-based compensation | $ 30,493,521 | $ 14,641,181 |
Platform Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Platform development beginning of year | 16,027,428 | 10,678,692 |
Payroll-based costs capitalized during the year | 4,818,866 | 3,750,541 |
Total capitalized costs | 20,846,294 | 14,429,233 |
Stock-based compensation | 2,045,264 | 1,608,995 |
Dispositions during the year | (894,456) | (10,800) |
Platform development end of year | $ 21,997,102 | $ 16,027,428 |
Platform Development (Details N
Platform Development (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Platform Development | ||
Amortization expense platform development | $ 4,485,384 | $ 3,890,966 |
Schedule of Intangible Assets S
Schedule of Intangible Assets Subjects to Amortization (Details) - USD ($) | Jul. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 3 years | ||
Intangible assets, gross | $ 104,678,299 | $ 99,737,656 | |
Intangible assets, accumulated amortization | (47,321,802) | (28,235,821) | |
Intangible assets, net | $ 57,356,497 | 71,501,835 | |
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 4 years 9 months 18 days | ||
Intangible assets, gross | $ 17,579,477 | 19,070,857 | |
Intangible assets, accumulated amortization | (11,465,869) | (8,283,740) | |
Intangible assets, net | $ 6,113,608 | 10,787,117 | |
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | |||
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, weighted average useful life | 11 years 11 months 12 days | ||
Intangible assets, gross | $ 3,328,000 | 3,328,000 | |
Intangible assets, accumulated amortization | (781,942) | (503,342) | |
Intangible assets, net | $ 2,546,058 | 2,824,658 | |
Brand Name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 10 years | ||
Intangible assets, gross | $ 5,175,136 | ||
Intangible assets, accumulated amortization | (297,584) | ||
Intangible assets, net | $ 4,877,552 | ||
Subscriber Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 5 years 21 days | ||
Intangible assets, gross | $ 73,458,799 | 73,458,799 | |
Intangible assets, accumulated amortization | (32,622,245) | (18,105,041) | |
Intangible assets, net | $ 40,836,554 | 55,353,758 | |
Advertiser Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 9 years 5 months 1 day | ||
Intangible assets, gross | $ 2,240,000 | 2,240,000 | |
Intangible assets, accumulated amortization | (570,391) | (332,515) | |
Intangible assets, net | $ 1,669,609 | 1,907,485 | |
Database [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 3 years 8 months 12 days | ||
Intangible assets, gross | $ 2,396,887 | 1,140,000 | |
Intangible assets, accumulated amortization | (1,103,771) | (531,183) | |
Intangible assets, net | 1,293,116 | 608,817 | |
Subtotal Amortizable Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 104,658,299 | 99,717,656 | |
Intangible assets, accumulated amortization | (47,321,802) | (28,235,821) | |
Intangible assets, net | $ 57,336,497 | 71,481,835 | |
Website Domain Name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | |||
Intangible assets, gross | $ 20,000 | 20,000 | |
Intangible assets, accumulated amortization | |||
Intangible assets, net | $ 20,000 | $ 20,000 |
Schedule of Future Estimated Am
Schedule of Future Estimated Amortization Expenses for Intangible Assets (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 19,862,367 |
2023 | 18,396,551 |
2024 | 12,141,759 |
2025 | 1,139,834 |
Thereafter | 4,656,152 |
Intangible assets, net | $ 57,336,497 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible asset | $ 20,247,493 | $ 20,301,665 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible asset | $ 4,343,641 | $ 4,659,986 |
Summary of Other Assets (Detail
Summary of Other Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security deposit | $ 110,418 | $ 110,418 |
Other deposits | 15,400 | |
Prepaid expenses | 528,733 | 732,309 |
Prepaid supplies | 472,685 | |
Other assets | $ 639,151 | $ 1,330,812 |
Schedule of Changes in Carrying
Schedule of Changes in Carrying Value of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Carrying value at beginning of year | $ 16,139,377 | $ 16,139,377 |
Goodwill acquired in acquisition of TheStreet | 3,479,290 | |
Carrying value at end of year | $ 19,618,667 | $ 16,139,377 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill | $ 0 | $ 0 |
Schedule of Components of Restr
Schedule of Components of Restricted Stock liabilities (Details) - USD ($) | Dec. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Stock Liabilities | |||
Restricted stock liabilities | $ 3,800,734 | $ 4,258,196 | |
Less imputed interest | (177,425) | (457,462) | |
Present value of restricted stock liabilities | $ (3,800,734) | 3,623,309 | 3,800,734 |
Less prepayments | (1,471,591) | ||
Less prepayments | (1,471,591) | (177,425) | |
Restricted stock liabilities | 2,151,718 | 3,623,309 | |
Current portion of restricted stock liabilities | 2,151,718 | 1,627,499 | |
Long-term portion of restricted stock liabilities | 1,995,810 | ||
Total restricted stock liabilities | $ 2,151,718 | $ 3,623,309 |
Restricted Stock Liabilities (D
Restricted Stock Liabilities (Details Narrative) - USD ($) | Dec. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Stock Liabilities | |||
Number of shares vested | 48,389 | ||
Purchase price per share | $ 88 | ||
Incremental stock-based compensation costs | $ 334,328 | ||
Reclassification of restricted stock awards and units from equity to liability classified upon modification | $ 3,800,734 | $ (3,623,309) | $ (3,800,734) |
Restricted stock repurchased during period shares | 22,178 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
General accrued expenses | $ 4,491,283 | $ 4,116,875 |
Accrued payroll and related taxes | 7,124,180 | 2,519,903 |
Accrued publisher expenses | 6,319,068 | 3,956,114 |
Deferred cash payments in connection with acquisitions | 655,928 | |
Sales tax liability | 778,774 | 1,063,515 |
Restricted stock liabilities | 2,151,718 | 1,627,499 |
Lease termination liability | 1,845,981 | |
Other | 643,637 | 1,434,287 |
Total accrued expenses | $ 24,010,569 | $ 14,718,193 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | Dec. 06, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 02, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Line of Credit, Current | $ 11,988,194 | $ 7,178,791 | ||
Fast Pay Credit Facility [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Line of Credit, Current | $ 11,988,194 | |||
Sally Port Credit Facility [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Receivable from related party | $ 626,532 | |||
Financing and Security Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Line of Credit Facility, Expiration Date | Feb. 28, 2024 | |||
Financing and Security Agreement [Member] | Maximum [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] | Minimum [Member] | Prime Rates [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Line of Credit Facility, Interest Rate During Period | 6.00% | |||
Financing and Security Agreement [Member] | Fast Pay Credit Facility [Member] | Maximum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Long-term Line of Credit | $ 25,000,000 | |||
Financing and Security Agreement [Member] | Fast Pay Credit Facility [Member] | Minimum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Long-term Line of Credit | $ 15,000,000 |
Summary of Liquidated Damages (
Summary of Liquidated Damages (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Registration Rights Damages | $ 4,305,376 | $ 3,764,956 | |||
Public information failure damages | 5,712,581 | 4,655,445 | |||
Accrued interest | 2,187,498 | 1,147,690 | |||
Liquidated damages payable, current | $ 5,197,182 | $ 9,568,091 | |||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | 12.00% | |
Liquidated damages payable, current | $ 12,205,455 | ||||
MDB Common Stock To Be Issued [Member] | |||||
Registration Rights Damages | [1] | 15,001 | $ 15,001 | ||
Public information failure damages | [1] | ||||
Accrued interest | [1] | ||||
Liquidated damages payable, current | [1] | 15,001 | 15,001 | ||
Series H Preferred Stock [Member] | |||||
Registration Rights Damages | 1,163,955 | 1,163,955 | |||
Public information failure damages | 1,171,809 | 1,163,955 | |||
Accrued interest | 792,365 | 481,017 | |||
Liquidated damages payable, current | 3,128,129 | 2,808,927 | |||
Convertible Debentures [Member] | |||||
Registration Rights Damages | |||||
Public information failure damages | 873,092 | 905,490 | |||
Accrued interest | 242,325 | 134,466 | |||
Liquidated damages payable, current | 1,115,417 | 1,039,956 | |||
Series I Preferred Stock [Member] | |||||
Registration Rights Damages | 1,386,000 | 1,386,000 | |||
Public information failure damages | 1,386,000 | 1,386,000 | |||
Accrued interest | 612,877 | 332,185 | |||
Liquidated damages payable, current | 3,384,877 | 3,104,185 | |||
Series J Preferred Stock [Member] | |||||
Registration Rights Damages | 1,560,000 | 1,200,000 | |||
Public information failure damages | 1,560,000 | 1,200,000 | |||
Accrued interest | 489,797 | 200,022 | |||
Liquidated damages payable, current | 3,609,797 | $ 2,600,022 | |||
Series K Preferred Stock [Member] | |||||
Registration Rights Damages | 180,420 | ||||
Public information failure damages | 721,680 | ||||
Accrued interest | 50,134 | ||||
Liquidated damages payable, current | $ 952,234 | ||||
[1] | Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”). |
Liquidated Damages Payable (Det
Liquidated Damages Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Liquidated Damages Payable | ||
Liquidated damages payable, current | $ 12,205,455 | |
Liquidated damages payable, current | 5,197,182 | $ 9,568,091 |
Liquidating damages payable, net of current portion | $ 7,008,273 | |
Liquidated damages payable accrued interest | 1.00% |
Schedule of Other long-term lia
Schedule of Other long-term liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Other Long-term Liabilities | ||
Lease termination liability | $ 6,928,053 | $ 541,381 |
Deferred cash payment liabilities | 410,037 | |
Other | 218,175 | 211,984 |
Other long-term liabilities | $ 7,556,265 | $ 753,365 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total, warrant derivative liabilities | $ 1,147,895 | |
Strome Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total, warrant derivative liabilities | 704,707 | |
B. Riley Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total, warrant derivative liabilities | 443,188 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities fair value | ||
Fair Value, Inputs, Level 1 [Member] | Strome Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities fair value | ||
Fair Value, Inputs, Level 1 [Member] | B. Riley Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities fair value | ||
Fair Value, Inputs, Level 2 [Member] | Strome Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities fair value | ||
Fair Value, Inputs, Level 2 [Member] | B. Riley Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities fair value | 1,147,895 | |
Fair Value, Inputs, Level 3 [Member] | Strome Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities fair value | 704,707 | |
Fair Value, Inputs, Level 3 [Member] | B. Riley Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities fair value | 443,188 | |
12% Amended Senior Secured Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt fair value | $ 60,756,285 | 52,556,401 |
12% Amended Senior Secured Notes [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt fair value | ||
12% Amended Senior Secured Notes [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt fair value | 60,756,285 | 52,556,401 |
12% Amended Senior Secured Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt fair value |
Schedule of Valuation Activity
Schedule of Valuation Activity for the Embedded Conversion Feature Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Debenture convertible percentage | 12.00% | 12.00% |
Carrying amount at beginning of year | $ 1,147,895 | |
Change in fair value of embedded derivative liabilities | $ 2,571,004 | |
Carrying amount at end of year | 1,147,895 | |
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 | (75,179) | (331,980) |
Re classification to equity | (629,528) | |
Carrying value at end of the period | 704,707 | |
Carrying amount at beginning of year | 704,707 | |
Carrying amount at end of year | 704,707 | |
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 | 40,687 | (164,325) |
Re classification to equity | (483,875) | |
Carrying value at end of the period | 443,188 | |
Carrying amount at beginning of year | 443,188 | |
Carrying amount at end of year | 443,188 | |
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 | (34,492) | (496,305) |
Re classification to equity | (1,113,403) | |
Carrying value at end of the period | 1,147,895 | |
Embedded Conversion Feature Liability [Member] | 12% Convertible Debentures [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Carrying amount at beginning of year | 13,501,000 | |
Change in fair value of embedded derivative liabilities | (2,571,004) | |
Fair value of embedded derivative liabilities recorded within additional paid-capital upon conversion of 12% convertible debentures | (10,929,996) | |
Carrying amount at end of year |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Cash and cash equivalents | $ 9,349,020 | $ 9,033,872 | ||
Un earned revenue | $ 4,855,167 | $ 14,071,065 | ||
Debenture convertible percentage | 12.00% | 12.00% | ||
Derivative, Gain (Loss) on Derivative, Net | $ 34,492 | $ 496,305 | ||
Reclassifications of Temporary to Permanent Equity | 1,113,403 | |||
Embedded derivative liabilities | $ 2,571,004 | |||
Interest outstanding | 12.00% | 12.00% | 12.00% | 12.00% |
Embedded Conversion Feature Liability [Member] | 12% Convertible Debentures [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liabilities | $ (2,571,004) | |||
Fair value of embedded derivative liabilities recorded within additional paid-capital upon conversion of 12% convertible debentures | $ 10,929,996 | |||
Measurement Input, Expected Term [Member] | Strome Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumptions, measurement input, term | 1 year 6 months 14 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] | ||||
Fair value assumptions, measurement input, term | 3 years 10 months 17 days | 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] | ||||
Fair value assumptions, measurement input, percentages | 0.0060 | 0.0013 | ||
Measurement Input, Risk Free Interest Rate [Member] | B. Riley Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumptions, measurement input, percentages | 0.0114 | 0.0036 | ||
Measurement Input, Price Volatility [Member] | Strome Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumptions, measurement input, percentages | 1.4668 | 1.5055 | ||
Measurement Input, Price Volatility [Member] | B. Riley Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumptions, measurement input, percentages | 1.4461 | 1.4095 | ||
Measurement Input, Expected Dividend Rate [Member] | Strome Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumptions, measurement input, percentages | 0 | 0 | ||
Measurement Input, Expected Dividend Rate [Member] | B. Riley Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumptions, measurement input, percentages | 0 | |||
Transaction Date Closing Market [Member] | Strome Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumptions, measurement input, price per share | $ 0.62 | $ 0.60 | ||
Transaction Date Closing Market [Member] | B. Riley Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumptions, measurement input, price per share | 0.62 | 0.60 | ||
Measurement Input, Exercise Price [Member] | Strome Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumptions, measurement input, price per share | 0.50 | 0.50 | ||
Measurement Input, Exercise Price [Member] | B. Riley Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumptions, measurement input, price per share | $ 0.0033 | $ 0.33 |
Schedule of 12% Convertible Deb
Schedule of 12% Convertible Debentures (Details) - USD ($) | Apr. 08, 2019 | Mar. 27, 2019 | Mar. 18, 2019 | Dec. 12, 2018 | Dec. 12, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||
Principal amount of debt | $ 77,913,865 | ||||||
Add: accrued interest | $ 2,187,498 | 1,147,690 | |||||
Repayments in cash | (1,130,903) | ||||||
Debt discount | 2,105,536 | 6,607,212 | |||||
Debt discount | $ (8,574,861) | (8,066,247) | |||||
Convertible Debenture [Member] | 12% Convertible Debenture [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal amount of debt | $ 100,000 | $ 318,000 | $ 1,696,000 | $ 9,540,000 | $ 9,540,000 | 11,654,000 | |
Less issuance costs | (18,000) | (96,000) | (590,000) | (590,000) | (704,000) | ||
Net cash proceeds received | 100,000 | 300,000 | 1,600,000 | 8,950,000 | 10,950,000 | ||
Principal amount of debt (excluding original issue discount) | 100,000 | 318,000 | 1,696,000 | 9,540,000 | 9,540,000 | 11,654,000 | |
Add conversion of debt from convertible debentures | 3,551,528 | 3,551,528 | |||||
Add: accrued interest | 22,698 | 72,738 | 393,989 | 3,540,899 | 3,540,899 | 4,030,324 | |
Principal amount of debt including accrued interest | 122,698 | 390,738 | 2,089,989 | 16,632,427 | 19,235,852 | ||
Conversion in connection with issuance of common stock | (122,698) | (22,119) | (2,089,989) | (15,870,143) | (18,104,949) | ||
Repayments in cash | (368,619) | (762,284) | (1,130,903) | ||||
Principal amount of debt | |||||||
Allocated embedded derivative liabilities at issuance | (64,000) | (188,000) | (822,000) | (4,760,000) | (5,834,000) | ||
Liquidated Damages recognized upon issuance | (4,200) | (12,600) | (67,200) | (706,944) | (790,944) | ||
Issuance cost incurred at issuance | (18,000) | (106,000) | (590,000) | (590,000) | (714,000) | ||
Debt discount | (68,200) | (218,600) | (995,200) | (6,056,944) | (7,338,944) | ||
Amortization of debt discount | 68,200 | 218,600 | 995,200 | 6,056,944 | 6,056,944 | 7,338,944 | |
Debt discount | |||||||
Convertible Debentures balance |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) - USD ($) | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | |||||
Debt interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% |
Principal amount of debt | $ 77,913,865 | ||||
Loss on conversion of debt | 3,297,539 | ||||
Loss on conversion of the accrued interest | $ 21,402,488 | ||||
Securities Purchase Agreement [Member] | Holder [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt conversion description | to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full | ||||
12% Convertible Debentures [Member] | |||||
Short-term Debt [Line Items] | |||||
Principal amount of debt | $ 18,104,949 | ||||
Debt converted into shares | 2,449,431 | ||||
Repayments of debt | $ 1,130,903 | ||||
12% Convertible Debentures [Member] | Minimum [Member] | |||||
Short-term Debt [Line Items] | |||||
Conversion price | $ 7.26 | ||||
12% Convertible Debentures [Member] | Maximum [Member] | |||||
Short-term Debt [Line Items] | |||||
Conversion price | $ 8.80 | ||||
12% Convertible Debentures [Member] | Securities Purchase Agreement [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt conversion description | the Company agreed to register the shares issuable upon conversion of the 12% Convertible Debentures for resale by the holders within a certain timeframe and subject to certain conditions. The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount invested as partial liquidated damages upon the occurrence of certain events, on each monthly anniversary, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full |
Schedule of Senior Secured Note
Schedule of Senior Secured Notes and Delayed Draw Term Note (Details) - USD ($) | Mar. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | $ 77,913,865 | ||
Add accrued interest | $ 15,075,556 | 8,133,346 | |
Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) | (4,853,933) | (4,853,933) | |
Less principal payment paid in Series K Preferred Stock (net of interest of $71,495) | (3,295,505) | (3,295,505) | |
Less principal payments paid in cash | (17,307,364) | (17,307,364) | |
Principal amount of debt outstanding including accrued interest | 72,618,754 | 60,590,409 | |
Placement fee to B. Riley FBR | (4,241,387) | (4,241,387) | |
Commitment fee | (101,723) | (101,723) | |
Success based fee to B. Riley FBR | (3,400,000) | 3,400,000 | |
Success fee | 3,400,000 | (3,400,000) | |
Legal and other costs | (323,137) | (323,137) | |
Subtotal debt discount | (8,574,861) | (8,066,247) | |
Less amortization of debt discount | 6,072,921 | 3,967,385 | |
Unamortized debt discount | (2,501,940) | (4,098,862) | |
Carrying value at year-end | 70,116,814 | 56,491,547 | |
Delayed Draw Term Note [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 12,000,000 | 6,913,865 | |
Add accrued interest | 1,223,506 | 675,958 | |
Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) | |||
Less principal payment paid in Series K Preferred Stock (net of interest of $71,495) | (3,295,505) | (3,295,505) | |
Less principal payments paid in cash | |||
Principal amount of debt outstanding including accrued interest | 9,928,001 | 4,294,318 | |
Placement fee to B. Riley FBR | (691,387) | (691,387) | |
Commitment fee | (101,723) | (101,723) | |
Success based fee to B. Riley FBR | |||
Success fee | |||
Legal and other costs | (120,755) | (120,755) | |
Subtotal debt discount | (1,422,479) | (913,865) | |
Less amortization of debt discount | 855,007 | 554,693 | |
Unamortized debt discount | (567,472) | (359,172) | |
Carrying value at year-end | 9,360,529 | 3,935,146 | |
10/06/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 20,000,000 | 20,000,000 | |
10/06/2019 [Member] | Delayed Draw Term Note [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | |||
14/06/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 48,000,000 | 48,000,000 | |
14/06/2019 [Member] | Delayed Draw Term Note [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | |||
27/08/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 3,000,000 | 3,000,000 | |
27/08/2019 [Member] | Delayed Draw Term Note [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | |||
March 26, 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 6,913,865 | 6,913,865 | |
March 26, 2020 [Member] | Delayed Draw Term Note [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 6,913,865 | 6,913,865 | |
28/12/2021 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 5,086,135 | ||
28/12/2021 [Member] | Delayed Draw Term Note [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 5,086,135 | ||
Commitment fee | (508,614) | ||
April 6, 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 83,000,000 | ||
12% Amended Senior Secured Notes [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 71,000,000 | 71,000,000 | |
Add accrued interest | 13,852,050 | 7,457,388 | |
Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) | (4,853,933) | (4,853,933) | |
Less principal payment paid in Series K Preferred Stock (net of interest of $71,495) | |||
Less principal payments paid in cash | (17,307,364) | (17,307,364) | |
Principal amount of debt outstanding including accrued interest | 62,690,753 | 56,296,091 | |
Placement fee to B. Riley FBR | (3,550,000) | (3,550,000) | |
Commitment fee | |||
Success based fee to B. Riley FBR | (3,400,000) | (3,400,000) | |
Success fee | 3,400,000 | 3,400,000 | |
Legal and other costs | (202,382) | (202,382) | |
Subtotal debt discount | (7,152,382) | (7,152,382) | |
Less amortization of debt discount | 5,217,914 | 3,412,692 | |
Unamortized debt discount | (1,934,468) | (3,739,690) | |
Carrying value at year-end | 60,756,285 | 52,556,401 | |
12% Amended Senior Secured Notes [Member] | Delayed Draw Term Note [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | $ 12,000,000 | ||
Legal and other costs | $ (793,109) | ||
12% Amended Senior Secured Notes [Member] | 10/06/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 20,000,000 | 20,000,000 | |
12% Amended Senior Secured Notes [Member] | 14/06/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 48,000,000 | 48,000,000 | |
12% Amended Senior Secured Notes [Member] | 27/08/2019 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | 3,000,000 | 3,000,000 | |
12% Amended Senior Secured Notes [Member] | March 26, 2020 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | |||
12% Amended Senior Secured Notes [Member] | 28/12/2021 [Member] | |||
Short-term Debt [Line Items] | |||
Subtotal principal amount of debt | |||
Commitment fee |
Schedule of Senior Secured No_2
Schedule of Senior Secured Notes and Delayed Draw Term Note (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Unused commitment percentage | 2.00% | 2.00% |
Series K Preferred Stock [Member] | 12% Amended Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal payment interest | $ 71,495 | $ 71,495 |
Delayed Draw Term Note [Member] | Series J Preferred Stock [Member] | ||
Debt Instrument [Line Items] | ||
Principal payment interest | $ 146,067 | $ 146,067 |
Schedule of Long Term Debt (Det
Schedule of Long Term Debt (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Principal Balance (including accrued interest) | $ 72,618,754 | $ 66,293,134 | |
Unamortized discount and debt issuance cost | (2,501,940) | (4,098,862) | |
Carrying value | 70,116,814 | 62,194,272 | |
Long term debt current portion | (5,744,303) | ||
Long-term portion | 64,372,511 | 62,194,272 | |
Delayed Draw Term Note [Member] | |||
Short-term Debt [Line Items] | |||
Principal Balance (including accrued interest) | 9,928,001 | 4,294,318 | |
Unamortized discount and debt issuance cost | (567,472) | (359,172) | |
Carrying value | 9,360,529 | 3,935,146 | |
Long-term portion | 9,360,529 | ||
Senior Secured Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal Balance (including accrued interest) | 62,690,753 | 56,296,091 | |
Unamortized discount and debt issuance cost | (1,934,468) | (3,739,690) | |
Carrying value | 60,756,285 | 52,556,401 | |
Payroll Protection Program Loan Member [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 |
Schedule of Principal Maturitie
Schedule of Principal Maturities of Long-term Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 5,924,668 | |
2023 | 66,694,086 | |
Total | $ 72,618,754 | $ 60,590,409 |
Summary of Interest Expense (De
Summary of Interest Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Amortization of debt discounts | $ 2,105,536 | $ 6,607,212 |
Total accrued and noncash converted interest | 6,956,182 | 9,244,324 |
Total cash paid interest expense | 1,392,900 | 645,681 |
Total interest expense | 10,454,618 | 16,497,217 |
12% Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Amortization of debt discounts | 3,880,609 | |
Total accrued and noncash converted interest | 2,116,281 | |
12% Second Amended Senior Secured Note [Member] | ||
Short-term Debt [Line Items] | ||
Amortization of debt discounts | 1,805,222 | 2,171,910 |
Total accrued and noncash converted interest | 6,394,662 | 6,374,746 |
Delayed Draw Term Note [Member] | ||
Short-term Debt [Line Items] | ||
Amortization of debt discounts | 300,314 | 554,693 |
Total accrued and noncash converted interest | 547,548 | 747,453 |
Payroll Protection Program Loan Member [Member] | ||
Short-term Debt [Line Items] | ||
Total accrued and noncash converted interest | 13,972 | |
Promissory Note [Member] | ||
Short-term Debt [Line Items] | ||
Total accrued and noncash converted interest | $ 5,844 |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - USD ($) | Dec. 28, 2021 | Jun. 22, 2021 | Oct. 23, 2020 | Apr. 06, 2020 | Mar. 24, 2020 | Mar. 24, 2020 | Mar. 19, 2020 | Feb. 27, 2020 | Aug. 27, 2019 | Jun. 14, 2019 | Jun. 10, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||
Principal amount of debt | $ 77,913,865 | |||||||||||||||
Legal fees | $ 323,137 | 323,137 | ||||||||||||||
Carrying value at year-end | 64,372,511 | 62,194,272 | ||||||||||||||
Accrued interest | 2,501,940 | 4,098,862 | ||||||||||||||
Delayed Draw Term Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of decrease in interest | 10.00% | |||||||||||||||
Principal amount of debt | 12,000,000 | 6,913,865 | ||||||||||||||
Legal fees | 120,755 | 120,755 | ||||||||||||||
Carrying value at year-end | 9,360,529 | |||||||||||||||
Accrued interest | 567,472 | 359,172 | ||||||||||||||
Delayed Draw Term Note One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Accrued interest | 5,744,303 | |||||||||||||||
Accrued interest | 180,365 | |||||||||||||||
Delayed Draw Term Note Two [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Accrued interest | 3,616,226 | |||||||||||||||
Accrued interest | 387,107 | |||||||||||||||
Twelve Senior Secured Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | $ 20,000,000 | |||||||||||||||
Twelve 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 | ||||||||||||||
12% Amended Senior Secured Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | $ 12,000,000 | $ 6,913,865 | $ 3,000,000 | $ 3,000,000 | ||||||||||||
Principal amount of debt | 71,000,000 | 71,000,000 | ||||||||||||||
Legal fees | 202,382 | $ 202,382 | ||||||||||||||
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% | |||||||||||||
Principal amount | $ 25,000,000 | $ 25,000,000 | ||||||||||||||
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 | ||||||||||||||
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% | |||||||||||||||
Term Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | $ 5,086,135 | |||||||||||||||
Legal fees | 508,614 | |||||||||||||||
Debt principal and accrued interest amount | $ 3,367,000 | |||||||||||||||
Working capital | $ 4,577,522 | |||||||||||||||
Payroll Protection Program Loan Member [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from loan | $ 5,702,725 | |||||||||||||||
Debt maturity date | Apr. 6, 2022 | |||||||||||||||
Debt forgiveness | $ 5,702,725 | |||||||||||||||
Gain (loss) on extinguishment of debt | 5,716,697 | |||||||||||||||
Accrued interest | ||||||||||||||||
Asset Acquisition of Petametrics Inc., [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 98.00% |
Schedule of Components of Prefe
Schedule of Components of Preferred Stock (Details) - USD ($) | Dec. 18, 2020 | Jun. 28, 2019 | Aug. 10, 2018 | Nov. 11, 2020 | Jan. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||
Preferred stock, components value | $ 13,885,992 | $ 18,415,992 | ||||||
Preferred stock, components value | 18,415,992 | |||||||
Issuance of Preferred Stock | 19,837,757 | |||||||
Conversion of preferred stock into common stock | 4,530,000 | 300,000 | ||||||
Conversion of Series H Preferred Stock into common stock on August 17, 2021 | 26,953,550 | |||||||
Conversion of Series H Preferred Stock into common stock on November 22, 2021 | 24,781,742 | |||||||
Conversion of Series H Preferred Stock into common stock on December 21, 2021 | 24,326,541 | |||||||
Preferred stock, components value | 13,885,992 | 18,415,992 | ||||||
Legal fees and other costs | $ (323,137) | $ (323,137) | ||||||
Series H Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | 19,399 | 19,596 | 19,399 | |||||
Preferred stock, components value | $ 19,399,250 | $ 13,717,496 | $ 18,247,496 | $ 18,045,496 | ||||
Stock issuance cost | $ (1,353,754) | (1,353,754) | ||||||
Preferred stock, components value | 18,045,496 | $ 18,247,496 | $ 18,045,496 | |||||
Issuance of Preferred Stock. shares | 108 | |||||||
Issuance of Preferred Stock | $ 130,896 | |||||||
Stock issuance cost | (17,896) | |||||||
Net proceeds received upon issuance of preferred stock | $ 18,045,496 | $ 113,000 | ||||||
Conversion of preferred stock into common stock, shares | (4,530) | (300) | ||||||
Conversion of preferred stock into common stock | $ (4,530,000) | $ (300,000) | ||||||
Issuance of preferred stock upon conversion, shares | 389 | |||||||
Issuance of preferred stock upon conversion | $ 389,000 | |||||||
Net issuance of Preferred Stock, shares | 197 | |||||||
Net issuance of Preferred Stock | $ 202,000 | |||||||
Conversion of Series H Preferred Stock into common stock on August 17, 2021, shares | (50) | |||||||
Conversion of Series H Preferred Stock into common stock on August 17, 2021 | $ (50,000) | |||||||
Conversion of Series H Preferred Stock into common stock on November 22, 2021,shares | (4,011) | |||||||
Conversion of Series H Preferred Stock into common stock on November 22, 2021 | $ (4,011,000) | |||||||
Conversion of Series H Preferred Stock into common stock on December 21, 2021,shares | (469) | |||||||
Conversion of Series H Preferred Stock into common stock on December 21, 2021 | $ (469,000) | |||||||
Preferred stock, shares issued | 15,066 | 19,596 | 19,399 | |||||
Preferred stock, components value | 19,399,250 | $ 13,717,496 | $ 18,247,496 | $ 18,045,496 | ||||
Series I Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | ||||||||
Preferred stock, components value | 19,699,742 | |||||||
Stock issuance cost | $ (1,459,858) | |||||||
Preferred stock, components value | $ 19,699,742 | $ 19,699,742 | ||||||
Issuance of Preferred Stock. shares | 23,100 | |||||||
Issuance of Preferred Stock | $ 23,100,000 | |||||||
Net proceeds received upon issuance of preferred stock | $ 23,100,000 | |||||||
Conversion of preferred stock into common stock, shares | (23,100) | |||||||
Conversion of preferred stock into common stock | $ (19,699,742) | |||||||
Preferred stock, shares issued | 23,100 | |||||||
Preferred stock, components value | 19,699,742 | |||||||
Less Liquidated Damages recognized upon issuance | (1,940,400) | |||||||
Total issuance costs and Liquidated Damages | (3,400,258) | |||||||
Series J Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | ||||||||
Preferred stock, components value | ||||||||
Stock issuance cost | $ (580,004) | |||||||
Preferred stock, components value | ||||||||
Issuance of Preferred Stock. shares | 10,500 | 20,000 | ||||||
Issuance of Preferred Stock | $ 6,000,000 | $ 20,000,000 | ||||||
Conversion of preferred stock into common stock, shares | (30,500) | |||||||
Conversion of preferred stock into common stock | $ (23,739,996) | |||||||
Preferred stock, shares issued | ||||||||
Preferred stock, components value | ||||||||
Less Liquidated Damages recognized upon issuance | (1,680,000) | |||||||
Total issuance costs and Liquidated Damages | (2,260,004) | |||||||
Net issuance of Series H Preferred Stock | $ 17,739,996 | |||||||
Issuance of preferred stock upon conversion, shares | 30,500 | |||||||
Issuance of preferred stock upon conversion | $ 23,739,996 | |||||||
Series K Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | ||||||||
Preferred stock, components value | ||||||||
Stock issuance cost | $ (560,500) | |||||||
Preferred stock, components value | ||||||||
Issuance of Preferred Stock. shares | 18,042 | |||||||
Issuance of Preferred Stock | $ 18,042,000 | |||||||
Net proceeds received upon issuance of preferred stock | $ 18,042,000 | $ 14,675,000 | ||||||
Conversion of preferred stock into common stock, shares | (18,042) | |||||||
Conversion of preferred stock into common stock | $ (17,481,500) | |||||||
Preferred stock, shares issued | 18,042 | |||||||
Preferred stock, components value | ||||||||
Issuance of preferred stock upon conversion, shares | 18,042 | |||||||
Issuance of Preferred Stock on October 23, 2020, shares | 6,750 | |||||||
Issuance of Preferred Stock on October 23, 2020 | $ 6,750,000 | |||||||
Issuance of Series K Preferred Stock on October 28, 2020, shares | 5,292 | |||||||
Issuance of Series K Preferred Stock on October 28, 2020 | $ 5,292,000 | |||||||
Issuance of Series K Preferred Stock on November 11, 2020, shares | 6,000 | |||||||
Issuance of Series K Preferred Stock on November 11, 2020 | $ 6,000,000 | |||||||
Cash paid to B. Riley FBR as placement fee | (440,500) | |||||||
Legal fees and other costs | (120,000) | |||||||
Issuance of preferred stock upon conversion | $ 9,472,050 | $ 17,481,500 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | May 04, 2021 | Dec. 18, 2020 | Oct. 31, 2020 | Sep. 04, 2020 | Aug. 20, 2020 | Oct. 07, 2019 | Jun. 28, 2019 | Aug. 10, 2018 | Nov. 30, 2001 | May 30, 2000 | Nov. 11, 2020 | Jan. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||
Preferred stock par value | $ 0.01 | ||||||||||||||
Liquidation damages | $ 5,197,182 | $ 9,568,091 | |||||||||||||
August 19, 2020 and October 31, 2020 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Beneficial conversion feature | $ 502,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares converted | 8,582 | ||||||||||||||
Issuance of common stock in connection with private placement, shares | 1,299,027 | ||||||||||||||
Series F Convertible Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, designated shares | 2,000 | ||||||||||||||
Series G Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, designated shares | 1,800 | ||||||||||||||
Shares outstanding | 168.496 | 168,496 | |||||||||||||
Sale of stock | 1,800 | ||||||||||||||
Number of shares converted | 1,631.504 | ||||||||||||||
Preferred stock, liquidation value | $ 1,000 | ||||||||||||||
Series G Preferred Stock [Member] | Original Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares outstanding | 168.496 | ||||||||||||||
Preferred stock, liquidation aggregate amount | $ 168,496 | ||||||||||||||
Temporary equity, liquidation preference per share value | $ 1,000 | ||||||||||||||
Series H Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, designated shares | 23,000 | ||||||||||||||
Shares outstanding | 15,066 | ||||||||||||||
Number of shares converted | 2,672,176 | ||||||||||||||
Preferred stock, shares issued | 15,066 | 19,596 | 19,399 | ||||||||||||
Conversion price | $ 7.26 | ||||||||||||||
Gross proceeds from issuance of preferred stock | $ 19,399,250 | ||||||||||||||
Net proceeds from issuance of preferred stock | 18,045,496 | $ 113,000 | |||||||||||||
Stock issuance cost | $ 1,353,754 | $ 1,353,754 | |||||||||||||
Issuance of common stock in connection with private placement, shares | 108 | ||||||||||||||
Issuance of common stock upon coversion | 624,111 | 41,323 | |||||||||||||
Liquidation damages | $ 3,128,129 | $ 2,808,927 | |||||||||||||
Series H Preferred Stock [Member] | August 19, 2020 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock in connection with private placement, shares | 108 | ||||||||||||||
Beneficial conversion feature | $ 113,000 | ||||||||||||||
Trading price, per share | $ 18.92 | ||||||||||||||
Series H Preferred Stock [Member] | October 31, 2020 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion price | $ 7.26 | ||||||||||||||
Issuance of common stock in connection with private placement, shares | 389 | ||||||||||||||
Beneficial conversion feature | $ 389,000 | ||||||||||||||
Trading price, per share | $ 16.94 | ||||||||||||||
Series H Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, liquidation value | $ 1,000 | ||||||||||||||
Preferred stock, shares issued | 19,399 | ||||||||||||||
Series H Preferred Stock [Member] | Accredited Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock par value | $ 1,000 | ||||||||||||||
Number of shares converted | 14,877 | ||||||||||||||
Conversion price | $ 7.26 | ||||||||||||||
Net proceeds from issuance of preferred stock | $ 130,896 | ||||||||||||||
Stock issuance cost | $ 113,000 | ||||||||||||||
Issuance of common stock in connection with private placement, shares | 108 | ||||||||||||||
Shares issued during the period deemed null and void | 2,145 | ||||||||||||||
Series H Preferred Stock [Member] | James Heckman [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock par value | $ 1,000 | ||||||||||||||
Number of shares converted | 53,582 | ||||||||||||||
Conversion price | $ 7.26 | ||||||||||||||
Issuance of common stock in connection with private placement, shares | 389 | ||||||||||||||
Note payable | $ 389,000 | ||||||||||||||
Series I Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock par value | $ 1,000 | ||||||||||||||
Preferred stock, designated shares | 25,800 | ||||||||||||||
Number of shares converted | 2,100,000 | ||||||||||||||
Preferred stock, shares issued | 23,100 | ||||||||||||||
Conversion price | $ 11 | ||||||||||||||
Net proceeds from issuance of preferred stock | $ 23,100,000 | ||||||||||||||
Stock issuance cost | $ 1,459,858 | ||||||||||||||
Issuance of common stock in connection with private placement, shares | 23,100 | ||||||||||||||
Issuance of common stock upon coversion | 2,100,000 | ||||||||||||||
Liquidation damages | $ 3,384,877 | $ 3,104,185 | |||||||||||||
Series I Preferred Stock [Member] | Accredited Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Net proceeds from issuance of preferred stock | 19,699,742 | ||||||||||||||
Stock issuance cost | 1,459,858 | ||||||||||||||
Liquidation damages | $ 1,940,400 | ||||||||||||||
Series J Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock par value | $ 1,000 | ||||||||||||||
Preferred stock, designated shares | 35,000 | ||||||||||||||
Number of shares converted | 1,299,091 | ||||||||||||||
Preferred stock, shares issued | 20,000 | ||||||||||||||
Conversion price | $ 8.80 | $ 15.40 | |||||||||||||
Net proceeds from issuance of preferred stock | $ 6,000,000 | ||||||||||||||
Beneficial conversion feature | $ 586,545 | ||||||||||||||
Issuance of common stock upon coversion | 10,500 | 1,981,114 | |||||||||||||
Liquidation damages | $ 3,609,797 | $ 2,600,022 | |||||||||||||
Series J Preferred Stock [Member] | Accredited Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Net proceeds from issuance of preferred stock | $ 17,739,996 | ||||||||||||||
Stock issuance cost | 580,004 | ||||||||||||||
Liquidation damages | 1,680,000 | ||||||||||||||
Gross proceeds from issuance of preferred stock | $ 20,000,000 | ||||||||||||||
Series J Preferred Stock [Member] | Two Accredited Investors [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock par value | $ 1,000 | ||||||||||||||
Conversion price | $ 15.40 | ||||||||||||||
Issuance of common stock upon coversion | 682,023 | ||||||||||||||
Conversion of Stock, Amount Converted | $ 6,000,000 | ||||||||||||||
Series K Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock par value | $ 1,000 | ||||||||||||||
Preferred stock, designated shares | 20,000 | ||||||||||||||
Number of shares converted | 2,050,228 | ||||||||||||||
Preferred stock, shares issued | 18,042 | ||||||||||||||
Conversion price | $ 8.80 | $ 8.80 | |||||||||||||
Net proceeds from issuance of preferred stock | $ 18,042,000 | $ 14,675,000 | |||||||||||||
Stock issuance cost | $ 560,500 | ||||||||||||||
Issuance of common stock in connection with private placement, shares | 18,042 | ||||||||||||||
Beneficial conversion feature | $ 9,472,050 | $ 17,481,500 | |||||||||||||
Trading price, per share | $ 13.42 | ||||||||||||||
Issuance of common stock upon coversion | 2,050,228 | ||||||||||||||
Liquidation damages | $ 952,234 | ||||||||||||||
Working capital and general coporate | 11,500,000 | ||||||||||||||
Series K Preferred Stock [Member] | Term Notes [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Partially repayments of notes | 3,400,000 | ||||||||||||||
Payments for prior investment | $ 2,600,000 | ||||||||||||||
Series K Preferred Stock [Member] | Registration Rights Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Maximum liquidated damages percentage | 6.00% | ||||||||||||||
Series K Preferred Stock [Member] | Security Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Agreement description | If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). | ||||||||||||||
Series K Preferred Stock [Member] | B.Riley [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Cash fee paid | $ 560,500 | ||||||||||||||
Series H convertible preferred stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares outstanding | 15,066 | 19,596 | |||||||||||||
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 | |||||||||||||
Preferred stock, shares issued | 15,066 | 19,596 | |||||||||||||
Net proceeds from issuance of preferred stock | $ 113,000 | ||||||||||||||
Series H convertible preferred stock [Member] | Registration Rights Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Agreement description | The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount invested as partial liquidated damages, on each monthly anniversary, payable within 7 days of such event, and upon the occurrence of certain events up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full. The registration rights agreements provide for Registration Rights Damages (further details are provided in Note 15). | ||||||||||||||
Series H convertible preferred stock [Member] | Security Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Agreement description | If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). | ||||||||||||||
Series I Convertible Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion price | $ 11 | ||||||||||||||
Beneficial conversion feature | $ 5,082,000 | ||||||||||||||
Trading price, per share | $ 13.42 | ||||||||||||||
Series I Convertible Preferred Stock [Member] | Registration Rights Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Maximum liquidated damages percentage | 6.00% | ||||||||||||||
Series I Convertible Preferred Stock [Member] | Security Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Agreement description | If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). | ||||||||||||||
Series J Convertible Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares issued | |||||||||||||||
Stock issuance cost | $ 580,004 | ||||||||||||||
Issuance of common stock in connection with private placement, shares | 10,500 | 20,000 | |||||||||||||
Trading price, per share | $ 13.42 | ||||||||||||||
Series J Convertible Preferred Stock [Member] | Registration Rights Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Maximum liquidated damages percentage | 6.00% | 6.00% | |||||||||||||
Series J Convertible Preferred Stock [Member] | Security Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Agreement description | If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). | ||||||||||||||
Series L Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock par value | $ 0.01 | ||||||||||||||
Conversion price | $ 4 | ||||||||||||||
Preferred Stock, Voting Rights | The Series L Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company’s common stock. The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged, the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company’s common stock (further details are provided under the heading Series L Preferred Stock in Note 28). |
Summary of Restricted Stock Awa
Summary of Restricted Stock Award Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Restricted stock awards outstanding, Unvested at Beginning balance | 14,394 | 108,713 |
Number of Shares Common stock options, outstanding at Beginning balance | 96,447 | 77,077 |
Weighted Average Grant-Fair Value Date, Beginning balance | $ 9.24 | $ 12.32 |
Number of Shares, Unvested Issued | 243,662 | 25,569 |
Number of Shares, Issued | ||
Weighted Average Grant-Fair Value Date, Issued | $ 16.15 | $ 10.56 |
Number of Shares, Unvested Vested | (56,415) | (101,706) |
Number of Shares, Vested | 56,415 | 101,706 |
Number of Shares, Restricted stock awards subject to repurchase | ||
Number of Shares, Restricted stock awards subject to repurchase | 4,035 | (48,389) |
Number of Shares, Unvested Forfeited | (6,835) | (18,182) |
Number of Shares, Forfeited | (4,355) | (33,947) |
Number of Shares, Unvested exchange for shares | ||
Number of Shares, Vested exchange for shares | (4,035) | 48,389 |
Number of Shares, Restricted stock awards outstanding, Unvested at Ending balance | 194,806 | 14,394 |
Number of Shares Common stock options, outstanding at Ending balance | 144,472 | 96,447 |
Weighted Average Grant-Fair Value Date, Ending balance | $ 14.93 | $ 9.24 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Shares, Exercisable at end of year | 116,118 | |
Common Stock Financing Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Shares, outstanding, at beginning of year | 131,004 | 131,004 |
Weighted Average Exercise Price, outstanding, at beginning of year | $ 13.20 | $ 17.60 |
Weighted Average Remaining Contractual Life, Outstanding at beginning of year | 2 years 11 months 8 days | 3 years 11 months 12 days |
Number of Shares, Expired | (14,886) | |
Weighted Average Exercise Price, Expired | $ 4.40 | |
Number of Shares, outstanding at end of year | 116,118 | 131,004 |
Weighted Average Exercise Price, outstanding, at end of year | $ 14.08 | $ 13.20 |
Weighted Average Remaining Contractual Life, Outstanding at end of year | 2 years 2 months 15 days | |
Number of Shares, Exercisable at end of year | 116,118 | |
Weighted Average Exercise Price, Exercisable at end of year | $ 14.08 | |
Weighted Average Remaining Contractual Life, Exercisable at end of year | 2 years 2 months 15 days |
Schedule of Common Stock Financ
Schedule of Common Stock Financing Warrants Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total Exercisable Financing Warrants (Shares) | 116,118 |
Strome Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Financing Warrants Exercise Price | $ / shares | $ 11 |
Financing Warrants Expiration Date | Jun. 15, 2023 |
Total Exercisable Financing Warrants (Shares) | 68,182 |
B. Riley Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Financing Warrants Exercise Price | $ / shares | $ 7.26 |
Financing Warrants Expiration Date | Oct. 18, 2025 |
Total Exercisable Financing Warrants (Shares) | 39,773 |
MDB Warrants One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Financing Warrants Exercise Price | $ / shares | $ 25.30 |
Financing Warrants Expiration Date | Oct. 19, 2022 |
Total Exercisable Financing Warrants (Shares) | 5,435 |
MDB Warrants Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Financing Warrants Exercise Price | $ / shares | $ 55 |
Financing Warrants Expiration Date | Oct. 19, 2022 |
Total Exercisable Financing Warrants (Shares) | 2,728 |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | Oct. 07, 2021 | Jul. 04, 2021 | Jun. 04, 2021 | Jun. 02, 2021 | May 25, 2021 | Jan. 21, 2021 | Dec. 15, 2020 | Dec. 11, 2019 | Jun. 14, 2019 | Dec. 12, 2018 | Oct. 18, 2018 | Jan. 04, 2018 | Jan. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | Oct. 26, 2020 | Aug. 23, 2018 | Jun. 15, 2018 | Oct. 19, 2017 | Dec. 19, 2016 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Common stock authorized | 1,000,000,000 | 1,000,000,000 | 100,000,000 | ||||||||||||||||||
Common stock par value | $ 0.01 | $ 0.01 | |||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 20,005,000 | ||||||||||||||||||||
Legal Fees | $ 323,137 | $ 323,137 | |||||||||||||||||||
Say Media, Inc. [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Issuance of common stock in connection with private placement, shares | 129,880 | 230,326 | |||||||||||||||||||
Remaining shares to be issued | 46,406 | 46,406 | |||||||||||||||||||
MDB Capital Group LLC [Member] | Private Placement [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of common shares sold | 2,728 | ||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Sale of Stock, Price Per Share | $ 4 | ||||||||||||||||||||
Stock issued for professional services | 16,802 | ||||||||||||||||||||
Restricted stock awards for common shares | 25,569 | ||||||||||||||||||||
Number of Shares, exchange | 4,035 | (48,389) | |||||||||||||||||||
Exercise of common stock options, issued | 7,893 | ||||||||||||||||||||
Exercise of common stock options | 3,858 | ||||||||||||||||||||
Forfeited vested restricted stock including tax withholding | 11,190 | 52,129 | |||||||||||||||||||
Forfeited vested restricted stock | 6,835 | 18,182 | |||||||||||||||||||
Forfeited vested restricted stock tax withholding | 4,355 | 33,947 | |||||||||||||||||||
Restricted Stock [Member] | Say Media, Inc. [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Issuance of common stock in connection with private placement, shares | 90,910 | ||||||||||||||||||||
Restricted Stock [Member] | The Spun Inc [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Restricted stock awards for common shares | 194,806 | ||||||||||||||||||||
Hub Pages Inc [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Issuance of common stock in connection with private placement, shares | 109,091 | ||||||||||||||||||||
Restricted stock vesting description | The restricted stock awards provided for a true-up period (in general, the true-up period was for 13 months after the consummation of the merger until 90 days following completion of vesting, or July 30, 2021) that if the common stock was sold for less than $2.50 the holder would receive, subject to certain conditions, additional shares of common stock (i.e. the restricted stock units) up to a maximum of the number of shares originally received (or 109,091 in aggregate to all holders) for the shares that re-sold for less than $2.50, which was settled on May 31, 2019 (as further described in Note 22) | ||||||||||||||||||||
Hub Pages Inc [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Restricted stock awards for common shares | 109,091 | 48,389 | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 129,880 | ||||||||||||||||||||
Issuance of common stock in connection with private placement, shares | 1,299,027 | ||||||||||||||||||||
Common Stock [Member] | LiftIgniter [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 11,667 | ||||||||||||||||||||
MDB Warrants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Original warrant granted | 8,163 | ||||||||||||||||||||
MDB Warrants [Member] | Private Placement [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Exeercise price | 2,728 | 5,435 | |||||||||||||||||||
Exeercise price | $ 55 | $ 25.30 | |||||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||||||
Financing Warrants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Exeercise price | $ 14.08 | ||||||||||||||||||||
Number of shares issued during period, shares | $ 481,253 | ||||||||||||||||||||
Publisher Partner Warrants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Exeercise price | 6,819 | 90,910 | 227,273 | ||||||||||||||||||
Exeercise price | $ 45.76 | ||||||||||||||||||||
All Hip Hop Warrants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Exeercise price | 5,681 | ||||||||||||||||||||
Exeercise price | $ 14.30 | ||||||||||||||||||||
ABG Warrants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Exeercise price | 999,540 | ||||||||||||||||||||
Warrant expiration term | 10 years | ||||||||||||||||||||
Warrant or Right, Reason for Issuance, Description | 1) 40% of the $9.24 Warrants and 40% of the $18.48 Warrants vest in equal monthly increments over a period of two years beginning on the one year anniversary of the date of issuance of the warrants (any unvested portion of such warrants to be forfeited by ABG upon certain terminations by the Company of the Sports Illustrated Licensing Agreement) (the “Time-Based Warrants”); (2) 60% of the $9.24 Warrants and 60% of the $18.48 Warrants vest based on the achievement of certain performance goals for the licensed brands in calendar years 2020, 2021, 2022, or 2023; (3) under certain circumstances the Company may require ABG to exercise all (and not less than all) of the warrants, in which case all of the warrants will be vested; (4) all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG or upon a change of control of the Company (the “Performance-Based Warrants”); and (5) ABG has the right to participate, on a pro-rata basis (including vested and unvested warrants, exercised or unexercised), in any future equity issuance of the Company (subject to customary exceptions). | ||||||||||||||||||||
Forty-Two Cents Warrants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Exeercise price | $ 9.24 | ||||||||||||||||||||
Eighty-Four Cents Warrants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Exeercise price | $ 18.48 | ||||||||||||||||||||
ABG Time Based Warrans [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Incremental costs | $ 417,807 | ||||||||||||||||||||
Exeercise price | 99,954 | ||||||||||||||||||||
Original warrant granted | 199,908 | ||||||||||||||||||||
Warrant exercise price increase | $ 7.26 | ||||||||||||||||||||
Warrant exercise price increase | $ 18.48 | ||||||||||||||||||||
ABG Performance Based Warrans [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Incremental costs | $ 618,465 | ||||||||||||||||||||
Exeercise price | $ 149,931 | ||||||||||||||||||||
Original warrant granted | 299,862 | ||||||||||||||||||||
Warrant exercise price increase | $ 9.24 | ||||||||||||||||||||
Warrant exercise price increase | $ 18.48 | ||||||||||||||||||||
Board of Directors [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Issuance of common stock in connection with private placement, shares | 18,940 | 48,856 | |||||||||||||||||||
Incremental costs | $ 41,667 | ||||||||||||||||||||
Investor [Member] | B. Riley Warrants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Exeercise price | 39,773 | ||||||||||||||||||||
Exeercise price | $ 22 | ||||||||||||||||||||
Warrant exercise price increase | $ 7.26 | ||||||||||||||||||||
Securities Purchase Agreements [Member] | Accredited Investors [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of common shares sold | 324,676 | 974,351 | |||||||||||||||||||
Sale of Stock, Price Per Share | $ 15.40 | $ 15.40 | |||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 5,000,000 | $ 15,005,000 | |||||||||||||||||||
Legal Fees | 167,243 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Services Agreement [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock issued for professional services | 14,205 | ||||||||||||||||||||
Trading price, per share | $ 8.80 | ||||||||||||||||||||
Security Purchase Agreement [Member] | Strome Warrant [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Exeercise price | 68,182 | ||||||||||||||||||||
Exeercise price | $ 11 |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Options Assumptions (Details) - Black-Scholes Option Pricing Model [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
2016 Stock Incentive Plan [Member] | Up-List [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.45% | |
Expected dividend yield | 0.00% | |
Expected volatility | 71.00% | |
Expected life | 6 years | |
2016 Stock Incentive Plan [Member] | No Up-List [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.45% | |
Expected dividend yield | 0.00% | |
Expected volatility | 132.00% | |
Expected life | 6 years | |
Equity 2019 Incentive Plan [Member] | Up-List [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.16% | 0.20% |
Risk-free interest rate, maximum | 1.48% | 0.79% |
Expected volatility, minimum | 65.00% | 61.00% |
Expected volatility, maximum | 90.00% | 91.00% |
Equity 2019 Incentive Plan [Member] | Up-List [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 3 years | 3 years |
Equity 2019 Incentive Plan [Member] | Up-List [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 6 years | 6 years 8 months 12 days |
Equity 2019 Incentive Plan [Member] | No Up-List [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.16% | 0.20% |
Risk-free interest rate, maximum | 1.48% | 0.79% |
Expected volatility, minimum | 133.00% | 61.00% |
Expected volatility, maximum | 140.00% | 142.00% |
Equity 2019 Incentive Plan [Member] | No Up-List [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 3 years | 3 years |
Equity 2019 Incentive Plan [Member] | No Up-List [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 6 years | 6 years 8 months 12 days |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | Oct. 07, 2021 | Jun. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
2016 Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Shares Common stock options, outstanding at Beginning balance | 313,742 | 366,571 | |||||
Weighted Average Exercise Price, outstanding at Beginning balance | $ 18.92 | $ 13.64 | |||||
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance | 6 years 5 months 26 days | 7 years 6 months | 8 years 4 months 2 days | ||||
Number of Shares, Granted | 7,160 | 102,272 | 8,041 | 10,637 | |||
Weighted Average Exercise Price, Granted | $ 27.42 | $ 19.80 | |||||
Number of Shares, Exercised | (316) | ||||||
Weighted Average Exercise Price, Exercised | $ 12.32 | ||||||
Number of Shares, Forfeited | (176) | (27,327) | |||||
Weighted Average Exercise Price, Forfeited | $ 12.32 | $ 23.98 | |||||
Number of Shares, Expired | (28,266) | (35,823) | |||||
Weighted Average Exercise Price, Expired | $ 26.84 | $ 11.66 | |||||
Number of Shares Common stock options, outstanding at Ending balance | 293,341 | 313,742 | 366,571 | ||||
Weighted Average Exercise Price, outstanding at Beginning balance | $ 18.49 | $ 18.92 | $ 13.64 | ||||
Number of Shares Common stock options, exercisable at Ending balance | 293,341 | ||||||
Weighted Average Exercise Price, exercisable at Ending balance | $ 18.49 | ||||||
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance | 6 years 5 months 26 days | ||||||
Number of Shares Common stock options, not vested at Ending balance | |||||||
Number of Shares Common stock options, available for future grants at Ending balance | 161,204 | ||||||
Number of Shares Common stock options, exercisable at Ending balance | 293,341 | ||||||
Number of Shares Common stock options, not vested at Ending balance | |||||||
Equity 2019 Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Shares Common stock options, outstanding at Beginning balance | 3,730,106 | 2,955,166 | |||||
Weighted Average Exercise Price, outstanding at Beginning balance | $ 12.76 | $ 11.66 | |||||
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance | 8 years 7 months 17 days | [1] | 8 years 7 months 24 days | 9 years 5 months 4 days | |||
Number of Shares, Granted | 3,981,907 | 1,154,263 | |||||
Weighted Average Exercise Price, Granted | $ 10.86 | $ 15.62 | |||||
Number of Shares, Exercised | (7,893) | ||||||
Weighted Average Exercise Price, Exercised | $ 10.12 | ||||||
Number of Shares, Forfeited | (433,982) | (379,199) | |||||
Weighted Average Exercise Price, Forfeited | $ 16.01 | $ 13.42 | |||||
Number of Shares, Expired | (339,956) | (124) | |||||
Weighted Average Exercise Price, Expired | $ 12.02 | $ 12.32 | |||||
Number of Shares Common stock options, outstanding at Ending balance | 6,907,454 | [1] | 3,730,106 | 2,955,166 | |||
Weighted Average Exercise Price, outstanding at Beginning balance | $ 11.23 | [1] | $ 12.76 | $ 11.66 | |||
Number of Shares Common stock options, exercisable at Ending balance | 2,052,532 | ||||||
Weighted Average Exercise Price, exercisable at Ending balance | $ 12.04 | ||||||
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance | 8 years 1 month 28 days | ||||||
Number of Shares Common stock options, not vested at Ending balance | [1] | 4,854,922 | |||||
Number of Shares, Issued | (22,728) | ||||||
Weighted Average Exercise Price, Issued | |||||||
Number of Shares Common stock options, exercisable at Ending balance | 2,052,532 | ||||||
Number of Shares Common stock options, not vested at Ending balance | [1] | 4,854,922 | |||||
Number of Shares Common stock options, available for future grants at Ending balance | [2] | 1,408,443 | |||||
Stock Options Outside 2016 Plan and 2019 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Shares Common stock options, outstanding at Beginning balance | 138,728 | 169,304 | |||||
Weighted Average Exercise Price, outstanding at Beginning balance | $ 10.12 | $ 4.62 | |||||
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance | 7 years 25 days | 8 years 25 days | 9 years 14 days | ||||
Number of Shares, Forfeited | (31) | (8,879) | |||||
Weighted Average Exercise Price, Forfeited | $ 7.70 | $ 10.12 | |||||
Number of Shares, Expired | (60) | (21,697) | |||||
Weighted Average Exercise Price, Expired | $ 7.70 | $ 8.58 | |||||
Number of Shares Common stock options, outstanding at Ending balance | 138,637 | 138,728 | 169,304 | ||||
Weighted Average Exercise Price, outstanding at Beginning balance | $ 10.08 | $ 10.12 | $ 4.62 | ||||
Number of Shares Common stock options, exercisable at Ending balance | 132,955 | ||||||
Weighted Average Exercise Price, exercisable at Ending balance | $ 9.98 | ||||||
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance | 7 years 25 days | ||||||
Number of Shares Common stock options, not vested at Ending balance | 5,682 | ||||||
Number of Shares Common stock options, exercisable at Ending balance | 132,955 | ||||||
Number of Shares Common stock options, not vested at Ending balance | 5,682 | ||||||
[1] | Includes 1,814,044 | ||||||
[2] | Excludes 70,465 restricted stock awards vested as of December 31, 2021 that were issued under the 2019 Plan |
Schedule of Exercise Prices of
Schedule of Exercise Prices of Common Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
2016 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, outstanding | 293,341 | 313,742 | 366,571 |
Number of shares, exercisable | 293,341 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 11 | ||
Number of shares, outstanding | 32,591 | ||
Number of shares, exercisable | 32,591 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 16.50 | ||
Number of shares, outstanding | 171,797 | ||
Number of shares, exercisable | 171,797 | ||
Exercise price lower range | $ 11.01 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Three [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 22 | ||
Number of shares, outstanding | |||
Number of shares, exercisable | |||
Exercise price lower range | $ 16.51 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Four [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 27.50 | ||
Number of shares, outstanding | 41,486 | ||
Number of shares, exercisable | 41,486 | ||
Exercise price lower range | $ 22.01 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Five [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 33 | ||
Number of shares, outstanding | 910 | ||
Number of shares, exercisable | 910 | ||
Exercise price lower range | $ 27.51 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Six [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 38.50 | ||
Number of shares, outstanding | 11,366 | ||
Number of shares, exercisable | 11,366 | ||
Exercise price lower range | $ 33.01 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Seven [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 44 | ||
Number of shares, outstanding | 34,509 | ||
Number of shares, exercisable | 34,509 | ||
Exercise price lower range | $ 38.51 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Eight [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 49.50 | ||
Number of shares, outstanding | 682 | ||
Number of shares, exercisable | 682 | ||
Exercise price lower range | $ 44.01 | ||
Stock Options Outside 2016 Plan and 2019 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, outstanding | 138,637 | 138,728 | 169,304 |
Number of shares, exercisable | 132,955 | ||
Stock Options Outside 2016 Plan and 2019 Plan [Member] | Exercise Price Range One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 9.99 | ||
Number of shares, outstanding | 70,455 | ||
Number of shares, exercisable | 70,455 | ||
Exercise price lower range | $ 7 | ||
Stock Options Outside 2016 Plan and 2019 Plan [Member] | Exercise Price Range Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 12.99 | ||
Number of shares, outstanding | 68,182 | ||
Number of shares, exercisable | 62,500 | ||
Exercise price lower range | $ 10 | ||
Publisher Partner Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, outstanding | 35,607 | ||
Number of shares, exercisable | 20,766 | ||
Publisher Partner Warrant [Member] | Exercise Price Range One [Member] | Black-Scholes Option Pricing Model [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 24.99 | ||
Number of shares, outstanding | 6,390 | ||
Number of shares, exercisable | 1,844 | ||
Exercise price lower range | $ 20 | ||
Publisher Partner Warrant [Member] | Exercise Price Range Two [Member] | Black-Scholes Option Pricing Model [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 29.99 | ||
Number of shares, outstanding | 17,009 | ||
Number of shares, exercisable | 12,918 | ||
Exercise price lower range | $ 25 | ||
Publisher Partner Warrant [Member] | Exercise Price Range Three [Member] | Black-Scholes Option Pricing Model [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 34.99 | ||
Number of shares, outstanding | 2,521 | ||
Number of shares, exercisable | 2,521 | ||
Exercise price lower range | $ 30 | ||
Publisher Partner Warrant [Member] | Exercise Price Range Four [Member] | Black-Scholes Option Pricing Model [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 39.99 | ||
Number of shares, outstanding | 4,888 | ||
Number of shares, exercisable | 1,138 | ||
Exercise price lower range | $ 35 | ||
Publisher Partner Warrant [Member] | Exercise Price Range Five [Member] | Black-Scholes Option Pricing Model [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 44.99 | ||
Number of shares, outstanding | 4,749 | ||
Number of shares, exercisable | 2,295 | ||
Exercise price lower range | $ 40 | ||
Publisher Partner Warrant [Member] | Exercise Price Range Six [Member] | Black-Scholes Option Pricing Model [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price upper range | $ 49.99 | ||
Number of shares, outstanding | 50 | ||
Number of shares, exercisable | 50 | ||
Exercise price lower range | $ 45 | ||
ABG Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, outstanding | 999,540 | ||
Number of shares, exercisable | 299,863 | ||
ABG Warrants [Member] | Exercise Price Range One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, outstanding | 749,655 | ||
Number of shares, exercisable | 208,238 | ||
Exercise price lower range | $ 9.24 | ||
ABG Warrants [Member] | Exercise Price Range Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, outstanding | 249,885 | ||
Number of shares, exercisable | 91,625 | ||
Exercise price lower range | $ 18.48 |
Summary of Stock Option Activ_2
Summary of Stock Option Activity (Details) (Parenthetical) - Equity 2019 Incentive Plan [Member] - shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares common stock options, outstanding | 6,907,454 | [1] | 3,730,106 | 2,955,166 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares common stock options, outstanding | 1,814,044 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 70,465 | |||
[1] | Includes 1,814,044 |
Summary of Common Stock Options
Summary of Common Stock Options Exercisable (Details) - Equity 2019 Incentive Plan [Member] - $ / shares | 12 Months Ended | ||||
Dec. 31, 2021 | Jun. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Number of shares vest | 568,601 | ||||
Number of Shares, Outstanding | 6,907,454 | [1] | 3,730,106 | 2,955,166 | |
Number of Shares Common stock options, exercisable at Ending balance | 2,052,532 | ||||
Exercise Price Range One [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Stock price | $ 14.30 | ||||
Number of shares vest | 114,035 | ||||
Number of Shares, Outstanding | 1,802,686 | ||||
Number of Shares Common stock options, exercisable at Ending balance | 166,574 | ||||
Exercise Price Range Two [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Stock price | $ 22 | ||||
Number of shares vest | 151,522 | ||||
Number of Shares, Outstanding | 132,281 | ||||
Number of Shares Common stock options, exercisable at Ending balance | 83,496 | ||||
Number of Shares, Exercisable | $ 7 | ||||
Number of Shares, Exercisable | $ 9.99 | ||||
Exercise Price Range Three [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Stock price | $ 33 | ||||
Number of shares vest | 151,522 | ||||
Number of Shares, Outstanding | 1,802,249 | ||||
Number of Shares Common stock options, exercisable at Ending balance | 974,941 | ||||
Number of Shares, Exercisable | $ 10 | ||||
Number of Shares, Exercisable | $ 12.99 | ||||
Exercise Price Range Four [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Stock price | $ 44 | ||||
Number of shares vest | 151,522 | ||||
Number of Shares, Outstanding | 334,825 | ||||
Number of Shares Common stock options, exercisable at Ending balance | 135,689 | ||||
Number of Shares, Exercisable | $ 13 | ||||
Number of Shares, Exercisable | $ 15.99 | ||||
Exercise Price Range Five [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Number of Shares, Outstanding | 1,803,385 | ||||
Number of Shares Common stock options, exercisable at Ending balance | 664,881 | ||||
Number of Shares, Exercisable | $ 16 | ||||
Number of Shares, Exercisable | $ 18.99 | ||||
Exercise Price Range Six [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Number of Shares, Outstanding | 1,032,028 | ||||
Number of Shares Common stock options, exercisable at Ending balance | 26,951 | ||||
Number of Shares, Exercisable | $ 19 | ||||
Number of Shares, Exercisable | $ 21.99 | ||||
[1] | Includes 1,814,044 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Exercisable at end of year | 116,118 | ||
Publisher Partner Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, outstanding, at beginning of year | 35,888 | 42,707 | |
Weighted Average Exercise Price, outstanding, at end of year | $ 29.48 | $ 32.12 | |
Weighted Average Remaining Contractual Life, Outstanding at ending of year | 6 months | 1 year 6 months | 2 years 6 months 25 days |
Number of Shares, Forfeited | (281) | (6,819) | |
Number of Shares, outstanding at end of year | 35,607 | 35,888 | 42,707 |
Weighted Average Exercise Price, outstanding, at end of year | $ 28.33 | $ 29.48 | $ 32.12 |
Number of Shares, Exercisable at end of year | 20,766 | ||
Weighted Average Exercise Price, Exercisable at end of year | $ 28.88 | ||
Weighted Average Remaining Contractual Life, Exercisable | 6 months 10 days | ||
Number of Shares, not vested at end of year | 14,841 | ||
Number of Shares, Available for future grants at end of year | 55,303 | ||
ABG Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, outstanding, at end of year | $ 13.86 | 13.86 | |
Weighted Average Exercise Price, outstanding, at end of year | $ 11.55 | $ 13.86 | $ 13.86 |
Number of Shares, unvested outstanding, at end of year | 899,586 | 999,540 | |
Number of Shares, vested outstanding, at end of year | 99,954 | ||
Weighted Average Remaining Contractual Life, Outstanding at ending of year | 7 years 5 months 15 days | 8 years 5 months 15 days | 9 years 5 months 15 days |
Number of Shares, unvested issued | (99,954) | ||
Number of Shares, vested issued | 99,954 | ||
Weighted average exercise price, issued | $ 13.86 | ||
Number of Shares, unvested vested | (199,909) | ||
Number of Shares, vested | 199,909 | ||
Weighted average exercise price, forfeited | $ 12.06 | ||
Number of Shares, unvested outstanding, at end of year | 699,677 | 899,586 | 999,540 |
Number of Shares, vested outstanding, at end of year | 299,863 | 99,954 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Unvested, outstanding, at beginning of year | 109,091 | ||
Number of Shares, Vested, outstanding, at beginning of year | |||
Weighted Average Exercise Price, outstanding, at end of year | $ 9.90 | ||
Number of shares, unvested, forfeited | (109,091) | ||
Number of shares, vested, forfeited | |||
Number of Shares, Unvested, outstanding at end of year | |||
Number of Shares, Vested, outstanding at end of year |
Summary of Stock-based Compensa
Summary of Stock-based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost of revenue | $ 110,977,736 | $ 103,063,445 |
Selling and marketing | 82,691,061 | 43,589,239 |
General and administrative | 54,400,720 | 36,007,238 |
Total stock-based compensation | 30,493,521 | 14,641,181 |
Stock Based Compensation [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost of revenue | 7,477,905 | 4,339,916 |
Selling and marketing | 5,375,867 | 4,328,225 |
General and administrative | 17,639,749 | 5,973,040 |
Total costs charged to operations | 30,493,521 | 14,641,181 |
Capitalized platform development | 2,045,264 | 1,608,995 |
Total stock-based compensation | 32,538,785 | 16,250,176 |
Stock Based Compensation [Member] | Publisher Partner Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost of revenue | 36,673 | |
Selling and marketing | ||
General and administrative | ||
Total costs charged to operations | 36,673 | |
Capitalized platform development | ||
Total stock-based compensation | 36,673 | |
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 | 1,816,485 | 1,449,074 |
Total costs charged to operations | 1,816,485 | 1,449,074 |
Capitalized platform development | ||
Total stock-based compensation | 1,816,485 | 1,449,074 |
Restricted Stock [Member] | Stock Based Compensation [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost of revenue | 196,651 | 163,181 |
Selling and marketing | 1,486,722 | |
General and administrative | 1,535,865 | 317,982 |
Total costs charged to operations | 1,732,516 | 1,967,885 |
Capitalized platform development | 11,128 | 361,519 |
Total stock-based compensation | 1,743,644 | 2,329,404 |
Common Stock Awards [Member] | Stock Based Compensation [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost of revenue | 303,899 | 156,043 |
Selling and marketing | 34,832 | 114,640 |
General and administrative | 174,123 | 615,604 |
Total costs charged to operations | 512,854 | 886,287 |
Capitalized platform development | 7,101 | 178,284 |
Total stock-based compensation | 519,955 | 1,064,571 |
Common Equity Awards [Member] | Stock Based Compensation [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost of revenue | 6,974,374 | 3,975,625 |
Selling and marketing | 5,265,382 | 2,454,432 |
General and administrative | 13,879,175 | 3,439,803 |
Total costs charged to operations | 26,118,931 | 9,869,860 |
Capitalized platform development | 2,018,993 | 1,062,792 |
Total stock-based compensation | 28,137,924 | 10,932,652 |
Outside Options [Member] | Stock Based Compensation [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost of revenue | 2,981 | 8,394 |
Selling and marketing | 75,653 | 272,431 |
General and administrative | 234,101 | 150,577 |
Total costs charged to operations | 312,735 | 431,402 |
Capitalized platform development | 8,042 | 6,400 |
Total stock-based compensation | $ 320,777 | $ 437,802 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense (Details) - Stock Based Compensation [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 50,382,662 |
Weighted average period expected to be recognized (in years) | 1 year 11 months 8 days |
Publisher Partner Warrant [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 | $ 2,433,889 |
Weighted average period expected to be recognized (in years) | 1 year 8 months 1 day |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 2,354,832 |
Weighted average period expected to be recognized (in years) | 1 year 4 months 28 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 | $ 45,556,247 |
Weighted average period expected to be recognized (in years) | 1 year 11 months 23 days |
Outside Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 37,694 |
Weighted average period expected to be recognized (in years) | 2 months 8 days |
Stock_Based Compensation (Detai
Stock–Based Compensation (Details Narrative) - USD ($) | Oct. 07, 2021 | Oct. 07, 2021 | Jun. 03, 2021 | Jan. 08, 2021 | Jan. 08, 2021 | Oct. 26, 2020 | May 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 18, 2021 | Dec. 18, 2020 | Apr. 03, 2020 | Aug. 23, 2018 | Mar. 28, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Grant date fair value of stock options granted | $ 173,934 | |||||||||||||
Intrinsic value of stock option | $ 384,720 | |||||||||||||
Exercise price of stock option | $ 14.08 | |||||||||||||
Number of shares authorized | 1,000,000,000 | 1,000,000,000 | 100,000,000 | |||||||||||
Common stock shares issued | 12,632,947 | 10,412,965 | ||||||||||||
Share-based Payment Arrangement, Employee [Member] | HubPages Employees [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Shares Common stock options, Granted | 109,090 | |||||||||||||
Sports Illustrated Licensing Agreement [Member] | ABG Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Intrinsic value of stock option | $ 1,007,868 | |||||||||||||
Fair market value of stock option | $ 14.08 | |||||||||||||
Warrant to purchase common stock | 999,540 | |||||||||||||
Restricted Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Shares Common stock options, Granted | 243,662 | 25,569 | ||||||||||||
Number of shares, vested | 56,415 | 101,706 | ||||||||||||
2016 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Shares Common stock options, Granted | 7,160 | 102,272 | 8,041 | 10,637 | ||||||||||
Incremental compensation cost | $ 0 | $ 0 | $ 35,352 | |||||||||||
2016 Stock Incentive Plan [Member] | Revenue Targets [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Shares Common stock options, Granted | 10,000 | |||||||||||||
2016 Stock Incentive Plan [Member] | Publishing Onboarding Targets [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Shares Common stock options, Granted | 9,091 | |||||||||||||
Incremental compensation cost | $ 0 | |||||||||||||
2016 Stock Incentive Plan [Member] | Minimum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock reserved for grant | 227,272 | 136,363 | ||||||||||||
2016 Stock Incentive Plan [Member] | Maximum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock reserved for grant | 454,545 | 227,272 | ||||||||||||
Equity 2019 Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Shares Common stock options, Granted | 3,981,907 | 1,154,263 | ||||||||||||
Intrinsic value of stock option | $ 6,572,579 | |||||||||||||
Aggregate grant date fair value for the common equity awards granted during the period | $ 58,093,478 | $ 11,180,642 | ||||||||||||
Fair market value of stock option | $ 14.08 | |||||||||||||
Equity 2019 Incentive Plan [Member] | Revenue Targets [Member] | Stock Option 2 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Shares Common stock options, Granted | 194,319 | |||||||||||||
Equity 2019 Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock shares issued | 1,677,680 | 147,728 | ||||||||||||
Equity 2019 Incentive Plan [Member] | Stock Price Targets [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Shares Common stock options, Granted | 65,951 | 659,511 | ||||||||||||
Incremental compensation cost | $ 267,912 | $ 512,883 | ||||||||||||
Number of shares, vested | 568,601 | |||||||||||||
Equity 2019 Incentive Plan [Member] | Stock Price Targets [Member] | Consulting Agreement [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Incremental compensation cost | $ 51,293 | |||||||||||||
Number of shares, vested | 90,910 | |||||||||||||
Equity 2019 Incentive Plan [Member] | Stock Price Targets [Member] | Stock Option 1 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Shares Common stock options, Granted | 475,946 | |||||||||||||
Equity 2019 Incentive Plan [Member] | Stock Price Targets [Member] | Equity Option [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Incremental compensation cost | $ 125,650 | |||||||||||||
Equity 2019 Incentive Plan [Member] | Stock Price Targets [Member] | Stock Option 3 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Shares Common stock options, Granted | 572,674 | |||||||||||||
Incremental compensation cost | $ 13,893 | |||||||||||||
Equity 2019 Incentive Plan [Member] | Minimum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized | 3,863,637 | |||||||||||||
Equity 2019 Incentive Plan [Member] | Maximum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized | 8,409,090 | 3,863,636 | ||||||||||||
Stock Options Outside 2016 Plan and 2019 Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Intrinsic value of stock option | $ 545,753 | |||||||||||||
Exercise price of stock option | $ 14.08 | |||||||||||||
Publisher Partner Warrant [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Incremental compensation cost | $ 27,754 | |||||||||||||
Intrinsic value of stock option | $ 0 | |||||||||||||
Fair market value of stock option | $ 14.08 | |||||||||||||
Warrant to purchase common stock | 90,909 | |||||||||||||
Warrant expiration term | 5 years |
Schedule of Recognized Liquidat
Schedule of Recognized Liquidated Damages (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Registration Rights Damages | $ 4,305,376 | $ 3,764,956 |
Public information failure damages | 5,712,581 | 4,655,445 |
Interest Payable | 2,187,498 | 1,147,690 |
Liquidating damages payable | 2,637,364 | 1,487,577 |
12% Convertible Debt [Member] | ||
Liquidating damages payable | 75,461 | 13,878 |
Registration Rights Agreements And Securities Purchase Agreement [Member] | ||
Registration Rights Damages | 540,420 | 637,200 |
Public information failure damages | 1,089,534 | 718,800 |
Interest Payable | 1,007,410 | 131,577 |
Registration Rights Agreements And Securities Purchase Agreement [Member] | 12% Convertible Debt [Member] | ||
Registration Rights Damages | ||
Public information failure damages | 12,300 | |
Interest Payable | 75,461 | 1,578 |
Series H Preferred Stock [Member] | ||
Registration Rights Damages | 1,163,955 | 1,163,955 |
Public information failure damages | 1,171,809 | 1,163,955 |
Interest Payable | 792,365 | 481,017 |
Liquidating damages payable | 319,202 | |
Series H Preferred Stock [Member] | Registration Rights Agreements And Securities Purchase Agreement [Member] | ||
Registration Rights Damages | ||
Public information failure damages | 7,854 | |
Interest Payable | 311,348 | |
Series I Preferred Stock [Member] | ||
Registration Rights Damages | 1,386,000 | 1,386,000 |
Public information failure damages | 1,386,000 | 1,386,000 |
Interest Payable | 612,877 | 332,185 |
Liquidating damages payable | 280,692 | 693,692 |
Series I Preferred Stock [Member] | Registration Rights Agreements And Securities Purchase Agreement [Member] | ||
Registration Rights Damages | 277,200 | |
Public information failure damages | 346,500 | |
Interest Payable | 280,692 | 69,992 |
Series J Preferred Stock [Member] | ||
Registration Rights Damages | 1,560,000 | 1,200,000 |
Public information failure damages | 1,560,000 | 1,200,000 |
Interest Payable | 489,797 | 200,022 |
Liquidating damages payable | 1,009,775 | 780,007 |
Series J Preferred Stock [Member] | Registration Rights Agreements And Securities Purchase Agreement [Member] | ||
Registration Rights Damages | 360,000 | 360,000 |
Public information failure damages | 360,000 | 360,000 |
Interest Payable | 289,775 | $ 60,007 |
Series K Preferred Stock [Member] | ||
Registration Rights Damages | 180,420 | |
Public information failure damages | 721,680 | |
Interest Payable | 50,134 | |
Liquidating damages payable | 952,234 | |
Series K Preferred Stock [Member] | Registration Rights Agreements And Securities Purchase Agreement [Member] | ||
Registration Rights Damages | 180,420 | |
Public information failure damages | 721,680 | |
Interest Payable | $ 50,134 |
Schedule of Income Taxes (Detai
Schedule of Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pension Plans | |||
Federal | |||
State and local | |||
Total current tax benefit | |||
Federal | 18,028,497 | 20,677,960 | |
State and local | 4,439,909 | 5,279,879 | |
Change in valuation allowance | (20,793,972) | (26,168,671) | |
Total deferred tax (provision) benefit | 1,674,434 | (210,832) | |
Total income tax benefit (provision) | $ 1,674,434 | $ (210,832) | $ (210,832) |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Pension Plans | ||
Net operating loss carryforwards | $ 41,806,276 | $ 35,535,941 |
Interest limitation carryforward | 2,860,899 | |
Tax credit carryforwards | 263,873 | 263,873 |
Allowance for doubtful accounts | 589,585 | 458,506 |
Accrued expenses and other | 1,767,649 | 677,909 |
Lease termination | 1,896,991 | |
Liquidated damages | 2,240,294 | 1,549,313 |
Unearned revenue | 5,383,337 | 2,356,111 |
Stock-based compensation | 4,779,191 | 2,158,080 |
Operating lease liability | 165,065 | 691,228 |
Depreciation and amortization | 3,029,171 | 4,341,983 |
Deferred tax assets | 64,782,331 | 48,032,944 |
Valuation allowance | (50,447,389) | (29,653,417) |
Total deferred tax assets | 14,334,942 | 18,379,527 |
Prepaid expenses | (101,388) | (144,704) |
Acquisition-related intangibles | (14,595,672) | (18,445,655) |
Total deferred tax liabilities | (14,697,060) | (18,590,359) |
Net deferred tax liabilities | $ (362,118) | $ (210,832) |
Schedule of Tax Benefit and Eff
Schedule of Tax Benefit and Effective Income Tax (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pension Plans | |||
Federal benefit expected at statutory rate | $ (19,238,957) | $ (18,694,437) | |
Federal benefit expected at statutory rate, percentage | 21.00% | 21.00% | |
State and local taxes, net of federal benefit | $ (4,439,909) | $ (5,279,879) | |
State and local taxes, net of federal benefit, percentage | 4.80% | 5.90% | |
Stock-based compensation | $ 4,881,640 | $ 1,768,735 | |
Stock based compensation, percentage | (5.30%) | (2.00%) | |
Unearned revenue | $ (2,703,394) | $ (5,120,330) | |
Unearned revenue, percentage | 3.00% | 5.80% | |
Interest expense | $ 63,558 | $ 1,173,535 | |
Interest expense, percentage | (0.10%) | (1.30%) | |
Gain upon debt extinguishment | $ (1,200,506) | ||
Gain upon debt extinguishment, Percentage | 130.00% | 0.00% | |
Other differences, net | $ 213,159 | $ 152,294 | |
Other differences, net, percentage | (0.20%) | (0.20%) | |
Valuation allowance | $ 20,793,972 | $ 26,168,671 | |
Valuation allowance, percentage | (22.70%) | (29.40%) | |
Other permanent differences | $ (43,988) | $ 42,243 | |
Other permanent differences, percentage | 0.00% | 0.00% | |
Tax provision (benefit) and effective income tax rate | $ (1,674,434) | $ 210,832 | $ 210,832 |
Tax provision (benefit) and effective income tax rate, percentage | (0.20%) |
Pension Plans (Details Narrativ
Pension Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Income Tax Examination, Description | U.S. federal tax purposes of $ | |
Net operating losses expiration amount | $ 25,900,000 | |
Defined Contribution Plan, Description | The plan allows for discretionary matching contributions by the Company, up to 4% of eligible annual compensation made by participants of the plan | |
Contribution to plan | $ 1,347,348 | $ 1,074,323 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 155,850,000 | 131,170,000 |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 112,220,000 | 100,610,000 |
Local [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 37,420,000 | $ 31,150,000 |
U.S Federal Tax [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 129,950,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 03, 2021 | Dec. 15, 2020 | Oct. 31, 2020 | Oct. 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Legal Fees | $ 323,137 | $ 323,137 | ||||
Debt Instrument, Face Amount | 77,913,865 | |||||
Interest on notes | 6,940,476 | 7,123,934 | ||||
Advance paid | $ 500,000 | |||||
Consulting fees | 779,730 | $ 25,765 | ||||
Restricted Stock [Member] | ||||||
Stock issued during period, shares, issued for services | 16,802 | |||||
Stock price | $ 4 | |||||
Proceeds from repurchase of restricted stock | $ 67,207 | |||||
Series H Preferred Stock [Member] | ||||||
Issuance of common stock in connection with private placement, shares | 108 | |||||
Ms. Rinku Sen [Member] | ||||||
Proceeds from Related Party Debt | $ 12,050 | |||||
Mr. Josh Jacobs [Member] | ||||||
Proceeds from Related Party Debt | 120,000 | |||||
Benjamin Joldersma [Member] | Separation Agreement [Member] | ||||||
Stock issued during period, issued for services | $ 111,000 | |||||
James Heckman [Member] | Series H Preferred Stock [Member] | ||||||
Issuance of common stock in connection with private placement, shares | 389 | |||||
BRiley Financial Inc [Member] | ||||||
Legal Fees | 608,614 | 1,313,610 | ||||
Debt Instrument, Face Amount | $ 5,086,135 | $ 6,913,865 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 31, 2022 | Feb. 15, 2022 | Feb. 10, 2022 | Jan. 24, 2022 | Jan. 23, 2022 | Jan. 22, 2022 | Mar. 31, 2022 | Mar. 18, 2022 | Jan. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 15, 2023 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||||||||||||
Long-term Debt, Gross | $ 72,618,754 | $ 60,590,409 | |||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||
Debt Instrument, Face Amount | $ 77,913,865 | ||||||||||||||
Interest Payable | $ 2,187,498 | 1,147,690 | |||||||||||||
Purchase price | $ 7,950,457 | $ 315,289 | |||||||||||||
Athlon Holdings, Inc. [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Equity interest rate | 100.00% | ||||||||||||||
Purchase price | $ 16,000,000 | ||||||||||||||
Cash acquired | 13,000,000 | ||||||||||||||
Payment for equity portion | 3,000,000 | ||||||||||||||
Closing [Member] | Athlon Holdings, Inc. [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payment for acquired business | 10,000,000 | ||||||||||||||
Post Closing [Member] | Athlon Holdings, Inc. [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payment for acquired business | $ 3,000,000 | ||||||||||||||
Delayed Draw Term Note [Member] | Forecast [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Paid-in-Kind Interest | $ 1,200,000 | ||||||||||||||
Notes Payable | $ 10,200,000 | $ 10,200,000 | 10,200,000 | ||||||||||||
Outstanding principal | $ 8,700,000 | ||||||||||||||
Unpaid accrued interest | 300,000 | ||||||||||||||
Exercise price | $ 8.82 | $ 8.82 | |||||||||||||
Subsequent Event [Member] | Stock Purchase Agreements [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 505,671 | ||||||||||||||
Sale of Stock, Price Per Share | $ 13.86 | ||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 7,010,000 | ||||||||||||||
Subsequent Event [Member] | Stock Purchase Agreements [Member] | Underwritten Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Sale of Stock, Price Per Share | $ 0.01 | ||||||||||||||
Subsequent Event [Member] | Public Offering [Member] | Underwritten Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of Shares, Unvested Issued | 545,454 | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,636,364 | ||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 34,500,000 | ||||||||||||||
Shares Issued, Price Per Share | $ 8.25 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 545,239 | ||||||||||||||
Subsequent Event [Member] | Fast Pay [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Long-term Debt, Gross | $ 7,300,000 | ||||||||||||||
Subsequent Event [Member] | Senior Secured Notes [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Long-term Debt, Gross | $ 64,300,000 | ||||||||||||||
Debt Instrument, Maturity Date, Description | the maturity date on the note was extended to (i) December 31, 2023 from December 31, 2022 | ||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||
Debt Instrument, Face Amount | $ 48,800,000 | ||||||||||||||
Paid-in-Kind Interest | $ 13,900,000 | ||||||||||||||
Interest Payable | $ 1,600,000 | ||||||||||||||
Subsequent Event [Member] | Delayed Draw Term Note [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment | 5,900,000 | ||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 4,000,000 | ||||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | Common Stock Options and Restricted Stock Units [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of Shares, Unvested Issued | 200,330 |