Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-12471 | ||
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 | $ 57,218,045 | ||
Entity Common Stock, Shares Outstanding | 29,770,553 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement for its 2024 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 9,284 | $ 13,871 |
Restricted cash | 502 | |
Accounts receivable, net | 44,811 | 33,950 |
Subscription acquisition costs, current portion | 29,706 | 25,931 |
Prepayments and other current assets | 6,598 | 4,441 |
Total current assets | 90,399 | 78,695 |
Property and equipment, net | 328 | 735 |
Operating lease right-of-use assets | 176 | 372 |
Platform development, net | 8,723 | 10,330 |
Subscription acquisition costs, net of current portion | 7,215 | 14,133 |
Acquired and other intangible assets, net | 38,459 | 58,970 |
Other long-term assets | 1,003 | 1,140 |
Goodwill | 42,575 | 39,344 |
Total assets | 188,878 | 203,719 |
Current liabilities: | ||
Accounts payable | 10,357 | 12,863 |
Accrued expenses and other | 30,771 | 23,102 |
Line of credit | 19,609 | 14,092 |
Unearned revenue | 59,786 | 58,703 |
Subscription refund liability | 449 | 845 |
Operating lease liability | 358 | 427 |
Contingent consideration | 1,571 | |
Liquidated damages payable | 2,924 | 5,843 |
Bridge notes | 7,887 | 34,805 |
Debt | 102,309 | 65,684 |
Total current liabilities | 236,021 | 216,364 |
Unearned revenue, net of current portion | 10,679 | 19,701 |
Operating lease liability, net of current portion | 358 | |
Liquidating damages payable, net of current portion | 494 | |
Other long-term liabilities | 406 | 5,307 |
Deferred tax liabilities | 599 | 465 |
Total liabilities | 247,705 | 242,689 |
Commitments and contingencies (Note 27) | ||
Mezzanine equity: | ||
Total mezzanine equity | 168 | 13,176 |
Stockholders’ deficiency: | ||
Common stock, $0.01 par value, authorized 1,000,000,000 shares: issued and outstanding; 23,836,706 and 18,303,193 shares December 31, 2023 and 2022, respectively | 237 | 182 |
Common stock to be issued | ||
Additional paid-in capital | 319,421 | 270,743 |
Accumulated deficit | (378,653) | (323,071) |
Total stockholders’ deficiency | (58,995) | (52,146) |
Total liabilities, mezzanine equity and stockholders’ deficiency | 188,878 | 203,719 |
Series G Redeemable And Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 168 | 168 |
Series H Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | $ 13,008 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 23,836,706 | 18,303,193 |
Common stock, shares outstanding | 23,836,706 | 18,303,193 |
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 designated | 1,800 | 1,800 |
Temporary equity, liquidation preference value | $ 168 | $ 168 |
Temporary equity, shares issued | 168 | 168 |
Temporary equity, shares outstanding | 168 | 168 |
Temporary equity, common shares issuable upon conversion | 8,582 | 8,582 |
Series H 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 designated | 23,000 | 23,000 |
Temporary equity, liquidation preference value | $ 0 | $ 14,356 |
Temporary equity, shares issued | 0 | 14,356 |
Temporary equity, shares outstanding | 0 | 14,356 |
Temporary equity, common shares issuable upon conversion | 0 | 1,981,128 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 244,203 | $ 220,935 |
Cost of revenue (includes amortization for developed technology and platform development for 2023 and 2022 of $8,782 and $9,459, respectively) | 142,240 | 132,923 |
Gross profit | 101,963 | 88,012 |
Operating expenses | ||
Selling and marketing | 74,245 | 72,489 |
General and administrative | 44,152 | 53,499 |
Depreciation and amortization | 18,924 | 17,650 |
Loss on impairment of assets | 119 | 257 |
Loss on sale of assets | 325 | |
Total operating expenses | 137,765 | 143,895 |
Loss from operations | (35,802) | (55,883) |
Other expenses | ||
Change in valuation of contingent consideration | (1,010) | |
Interest expense, net | (17,965) | (11,428) |
Liquidated damages | (583) | (1,140) |
Total other expenses | (19,558) | (12,568) |
Loss before income taxes | (55,360) | (68,451) |
Income tax (provision) benefit | (222) | 1,063 |
Loss from continuing operations | (55,582) | (67,388) |
Loss from discontinued operations, net of tax | (3,470) | |
Net loss | $ (55,582) | $ (70,858) |
Basic and diluted net loss per common share: | ||
Continuing operations - Basic | $ (2.49) | $ (3.82) |
Continuing operations - Diluted | (2.49) | |
Discontinued operations - Basic | (0.20) | |
Discontinued operations - Diluted | (0.20) | |
Basic net loss per common share | (2.49) | (4.02) |
Diluted net loss per common share | $ (2.49) | $ (4.02) |
Weighted average number of common shares outstanding - Basic | 22,323,763 | 17,625,619 |
Weighted average number of common shares outstanding - Diluted | 22,323,763 | 17,625,619 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Amortization cost of developed technology and platform development | $ 8,782 | $ 9,459 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance | $ (52,146) | $ (51,677) |
Issuance of common stock in connection with registered direct offering | 11,144 | |
Issuance of common stock upon conversion of series H preferred stock | 13,008 | 710 |
Issuance of common stock in connection with the acquisition of Fexy Studios | 2,000 | |
Issuance of common stock in connection with settlement of liquidated damages | 369 | 6,685 |
Gain upon issuance of common stock in connection with settlement of liquidated damages | 130 | 323 |
Issuance of common stock for restricted stock units | ||
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units | (1,423) | (4,468) |
Issuance of common stock in connection with the exercise of stock options | 95 | |
Issuance of stock in connection with acquisitions | 3,141 | |
Reclassification to liability upon modification of common stock option | (68) | |
Gain upon forgiveness of liquidated damages with principal stockholder | 3,497 | |
Stock-based compensation | 20,076 | 33,229 |
Net loss | (55,582) | (70,858) |
Balance | (58,995) | (52,146) |
Issuance of stock in connection with the merger of Say Media | ||
Issuance of common stock in connection with professional services | 184 | |
Repurchase restricted stock awards in connection with HubPages merger | ||
Issuance of common stock in connection with public offering | 30,490 | |
Common Stock [Member] | ||
Balance | $ 182 | $ 126 |
Balance, shares | 18,303,193 | 12,635,591 |
Issuance of common stock in connection with registered direct offering | $ 30 | |
Issuance of common stock in connection with registered direct offering, shares | 2,963,918 | |
Issuance of common stock upon conversion of series H preferred stock | $ 20 | $ 1 |
Issuance of common stock upon conversion of series H preferred stock, shares | 1,981,128 | 97,980 |
Issuance of common stock in connection with the acquisition of Fexy Studios | $ 3 | |
Issuance of common stock in connection with the acquisition of Fexy Studios, shares | 274,692 | |
Issuance of common stock in connection with settlement of liquidated damages | $ 5 | |
Issuance of common stock in connection with settlement of liquidated damages, shares | 47,252 | 505,655 |
Gain upon issuance of common stock in connection with settlement of liquidated damages | ||
Issuance of common stock for restricted stock units | $ 4 | $ 8 |
Issuance of common stock for restricted stock units, shares | 429,528 | 832,233 |
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units | $ (2) | $ (4) |
Common stock withheld for taxes, shares | (202,382) | |
Issuance of common stock in connection with the exercise of stock options | $ 1 | |
Issuance of common stock in connection with the exercise of stock options, shares | 795 | 96,408 |
Issuance of stock in connection with acquisitions | $ 3 | |
Issuance of common stock in connection with acquisition, shares | 38,582 | 330,863 |
Reclassification to liability upon modification of common stock option | ||
Gain upon forgiveness of liquidated damages with principal stockholder | ||
Stock-based compensation | ||
Net loss | ||
Balance | $ 237 | $ 182 |
Balance, shares | 23,836,706 | 18,303,193 |
Issuance of stock in connection with the merger of Say Media | ||
Issuance of common stock in connection with the merger of SayMedia, shares | 38,582 | 7,851 |
Issuance of common stock in connection with professional services | ||
Issuance of common stock in connection with professional services, shares | 14,617 | |
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units, shares | (373,394) | |
Repurchase restricted stock awards in connection with HubPages merger | ||
Repurchase restricted stock awards in connection with HubPages merger, shares | (26,214) | |
Issuance of common stock in connection with public offering | $ 42 | |
Issuance of common stock in connection with public offering, shares | 4,181,603 | |
Common Stock To Be Issued [Member] | ||
Balance | ||
Balance, shares | 41,283 | 49,134 |
Issuance of common stock in connection with registered direct offering | ||
Issuance of common stock upon conversion of series H preferred stock | ||
Issuance of common stock in connection with the acquisition of Fexy Studios | ||
Issuance of common stock in connection with settlement of liquidated damages | ||
Gain upon issuance of common stock in connection with settlement of liquidated damages | ||
Issuance of common stock for restricted stock units | ||
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units | ||
Issuance of common stock in connection with the exercise of stock options | ||
Issuance of stock in connection with acquisitions | ||
Issuance of common stock in connection with acquisition, shares | (38,582) | |
Reclassification to liability upon modification of common stock option | ||
Gain upon forgiveness of liquidated damages with principal stockholder | ||
Stock-based compensation | ||
Net loss | ||
Balance | ||
Balance, shares | 2,701 | 41,283 |
Issuance of stock in connection with the merger of Say Media | ||
Issuance of common stock in connection with the merger of SayMedia, shares | (7,851) | |
Issuance of common stock in connection with professional services | ||
Repurchase restricted stock awards in connection with HubPages merger | ||
Issuance of common stock in connection with public offering | ||
Additional Paid-in Capital [Member] | ||
Balance | $ 270,743 | 200,410 |
Issuance of common stock in connection with registered direct offering | 11,114 | |
Issuance of common stock upon conversion of series H preferred stock | 12,988 | 709 |
Issuance of common stock in connection with the acquisition of Fexy Studios | 1,997 | |
Issuance of common stock in connection with settlement of liquidated damages | 369 | 6,680 |
Gain upon issuance of common stock in connection with settlement of liquidated damages | 130 | 323 |
Issuance of common stock for restricted stock units | (4) | (8) |
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units | (1,421) | (4,464) |
Issuance of common stock in connection with the exercise of stock options | 94 | |
Issuance of stock in connection with acquisitions | 3,138 | |
Reclassification to liability upon modification of common stock option | (68) | |
Gain upon forgiveness of liquidated damages with principal stockholder | 3,497 | |
Stock-based compensation | 20,076 | 33,229 |
Net loss | ||
Balance | 319,421 | 270,743 |
Issuance of stock in connection with the merger of Say Media | ||
Issuance of common stock in connection with professional services | 184 | |
Repurchase restricted stock awards in connection with HubPages merger | ||
Issuance of common stock in connection with public offering | 30,448 | |
Retained Earnings [Member] | ||
Balance | (323,071) | (252,213) |
Issuance of common stock in connection with registered direct offering | ||
Issuance of common stock upon conversion of series H preferred stock | ||
Issuance of common stock in connection with the acquisition of Fexy Studios | ||
Issuance of common stock in connection with settlement of liquidated damages | ||
Gain upon issuance of common stock in connection with settlement of liquidated damages | ||
Issuance of common stock for restricted stock units | ||
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units | ||
Issuance of common stock in connection with the exercise of stock options | ||
Issuance of stock in connection with acquisitions | ||
Reclassification to liability upon modification of common stock option | ||
Gain upon forgiveness of liquidated damages with principal stockholder | ||
Stock-based compensation | ||
Net loss | (55,582) | (70,858) |
Balance | $ (378,653) | (323,071) |
Issuance of stock in connection with the merger of Say Media | ||
Issuance of common stock in connection with professional services | ||
Repurchase restricted stock awards in connection with HubPages merger | ||
Issuance of common stock in connection with public offering |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (55,582) | $ (70,858) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 352 | 539 |
Amortization of platform development and intangible assets | 27,354 | 26,570 |
Amortization of debt costs | 2,378 | 1,581 |
Noncash and accrued interest | 3,824 | 320 |
Loss on impairment of assets | 119 | 466 |
Loss on sale of assets | 325 | |
Change in valuation of contingent consideration | 1,010 | |
Liquidated damages | 583 | 1,140 |
Stock-based compensation | 19,060 | 31,345 |
Deferred income taxes | 134 | (1,200) |
Bad debt expense | 315 | 658 |
Other | 184 | |
Change in operating assets and liabilities net of effect of acquisitions: | ||
Accounts receivable | (11,599) | (2,038) |
Subscription acquisition costs | 3,143 | (1,667) |
Royalty fees | 11,250 | |
Prepayments and other current assets | (2,157) | 2,280 |
Other long-term assets | (77) | (285) |
Accounts payable | (2,663) | (6,535) |
Accrued expenses and other | 3,453 | (2,996) |
Unearned revenue | (7,970) | 3,898 |
Subscription refund liability | (396) | (2,379) |
Operating lease liability | (231) | (218) |
Other long-term liabilities | (6,147) | (3,359) |
Net cash used in operating activities | (24,772) | (11,304) |
Cash flows from investing activities | ||
Purchases of property and equipment | (530) | |
Capitalized platform development | (3,773) | (5,179) |
Proceeds from sale of assets | 1,061 | |
Proceeds from sale of equity investment | 2,450 | |
Payments for acquisitions, net of cash | (500) | (35,331) |
Net cash used in investing activities | (3,212) | (38,590) |
Cash flows from financing activities | ||
Proceeds from bridge notes, net of debt costs | 8,000 | 34,728 |
Payments of long-term debt | (5,928) | |
Proceeds, net of repayments, under line of credit | 5,517 | 2,104 |
Proceeds from common stock public offering, net of offering costs | 11,500 | 32,058 |
Payments of issuance costs from common stock public offering | (167) | (1,568) |
Payments of debt issuance costs | (457) | |
Proceeds from exercise of common stock options | 95 | |
Payment of deferred cash payment | (75) | (453) |
Payment for taxes related to common stock withheld for taxes | (1,423) | (4,468) |
Payment of restricted stock liabilities | (2,152) | |
Net cash provided by financing activities | 22,895 | 54,416 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (5,089) | 4,522 |
Cash, cash equivalents, and restricted cash – beginning of year | 14,373 | 9,851 |
Cash, cash equivalents, and restricted cash – end of year | 9,284 | 14,373 |
Cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | 9,284 | 13,871 |
Restricted cash | 502 | |
Total cash, cash equivalents, and restricted cash | 9,284 | 14,373 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 12,101 | 9,528 |
Cash paid for income taxes | 85 | |
Noncash investing and financing activities | ||
Reclassification of stock-based compensation to platform development | 1,016 | 1,884 |
Debt costs recorded in accrued expenses and other and in other long-term liabilities | 189 | 441 |
Issuance of common stock upon conversion of Series H convertible preferred stock | 13,008 | 511 |
Issuance of common stock in connection with settlement of liquidated damages | 499 | 7,008 |
Issuance of common stock in connection with an acquisition | 2,000 | 3,141 |
Deferred cash payments recorded in connection with acquisitions | 246 | 949 |
Assumption of liabilities in connection with acquisitions | 1,246 | 17,110 |
Reclassification to liability upon common stock modification | $ 68 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
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”), which 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”), which 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, 2023, 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), College Spun Media Incorporated (“The Spun” acquired by the Company in a merger during 2021) and Athlon Holdings, Inc. (“Parade” acquired by the Company in a merger during 2022 as further described in Note 4). The Company changed its legal name to The Arena Group Holdings, Inc. from TheMaven, Inc. 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, The Spun and Parade, are together hereinafter referred to as the “Company.” Reverse Stock Split On February 8, 2022, the Board approved a one-for-twenty-two (1-for-22) reverse stock split 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 On February 9, 2022, in connection with the Company’s legal 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.” 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 media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform (the “Platform”) empowering publishers who impact, inform, educate, and entertain. The Company’s strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports and finance) where it can leverage the strength of its core brands to grow its audience and increase monetization both within its core brands as well as for its media publisher partners (each, a “Publisher Partner”). The Company’s focus is on leveraging its Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of its users, its advertiser clients, and its greater than 40 owned and operated properties as well as properties it runs on behalf of independent Publisher Partners. The Company owns and operates TheStreet, The Spun, Parade, and Men’s Journal and powers more than 320 independent Publisher Partners, including the many sports team sites that comprise FanNation. Each Publisher Partner joins the Platform by invitation only with the objective of improving our position in key verticals while 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 our expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually benefit from our ongoing technological advances and audience development expertise. Additionally, we believe the lead brands within our verticals create a halo benefit for all Publisher Partners while each of them adds to the breadth and quality of content. Platform The Company developed the Platform, a proprietary online publishing platform that provides its owned and operated media businesses, Publisher Partners (who are third parties producing and publishing content on their own domains), and individual creators contributing content to its owned and operated sites (“Expert Contributors”), the ability to produce and manage editorially focused content through tools and services provided by it. The Company has also developed proprietary advertising technology, techniques and relationships that allow it, its Publisher Partners, and its Expert Contributors to monetize editorially focused online content through various display and video advertisements and tools and services for driving a subscription or membership based business and other monetization services (the “Monetization Solutions” and, together with the Platform, the “Platform Services”). The Company’s Platform offers audiences bespoke content with optimized design and page construction. The Platform comprises state-of-the-art publishing tools, video platforms, social distribution channels, newsletter technology, machine learning content recommendations, notifications, and other technology that deliver a complete set of features to drive a digital media business in an entirely cloud-based suite of services. The Company’s software engineering and product development teams are experienced at delivering these services at scale. The Company continues to develop the Platform software by combining proprietary code with components from the open-source community, plus select commercial services as well as identifying, acquiring, and integrating other platform technologies where it sees unique long-term benefits to it. Seasonality The Company does experience seasonality during the year, as a result of advertising seasonality and sports seasons and major sporting events. Advertising typically peaks in the fourth quarter of the Company’s fiscal year as advertisers concentrate their budgets during the holiday season. This trend is magnified as it also includes the professional sports and college football seasons, which account for a significant portion of the Company’s advertising revenue during that period of the year. Other sporting events such as the Super Bowl, Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased traffic surrounding the respective events. 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. Most recently, for the year ended December 31, 2023, the Company incurred a net loss from continuing operations of $ 55,582 , had cash on hand of $ 9,284 and a working capital deficit of $ 145,622 . The Company’s net loss from continuing operations and working capital deficit have been evaluated by management to determine if the significance of those conditions or events would limit its ability to meet its obligations when due. Also, since the Company’s 2023 Notes (see Note 18), Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (see Note 19) (collectively “its current debt”) are subject to a forbearance period through the earlier of the following: (a) April 30, 2024 ; (b) the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing In its evaluation, management determined there is substantial doubt about the Company’s ability to continue as a going concern for a one-year period following the financial statement issuance date, unless it is able to refinance or modify its current debt. The Company plans to refinance or modify the maturities of its current debt and complete the Business Combination to alleviate the conditions that raise substantial doubt about its ability to continue as a going concern, however, there can be no assurance that the Company will be able to refinance or modify its current debt and complete the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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, The Spun and Parade. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include: reserves for bad debt; capitalization of platform development and associated useful lives; goodwill and other acquired intangible assets and associated useful lives; assumptions used in accruals for potential liabilities; revenue recognition and estimates of standalone selling price of performance obligations for revenue contracts with multiple performance obligations; stock-based compensation and the determination of the fair value; valuation allowances for deferred tax assets and uncertain tax positions; accounting for business combinations; and assumptions used to calculate contingent liabilities. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates. Risks and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions in the United States 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 United States 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. Uncertainty in the global economy presents significant risks to the Company’s business. Increases in inflation, rising interest rates, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto, and the remaining effects of the COVID-19 pandemic may have an adverse effect on the Company’s business. While the Company is closely monitoring the impact of the current macroeconomic conditions on all aspects of its business, the ultimate extent of the impact on its business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of the Company’s control and could exist for an extended period of time. As a result, the Company is subject to continuing risks and uncertainties. Effective December 1, 2023, 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”) that was instrumental in providing investment banking services to the Company and in raising debt and equity capital for the Company, and Renew Group Private Limited (“Renew”) entered into agreement where Renew purchased $ 110,691 in aggregate principal amount of the notes outstanding with B. Riley, including the 2023 Notes (as described in Note 18), Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (as described in Note 19), which constitute all of the notes outstanding with B. Riley and also assumed the role of agent under the Note Purchase Agreement, as further described in Note 26. The indirect owner of Renew also has an indirect non-controlling interest in Simplify Inventions, LLC (“Simplify”), a principal stockholder (as further described in Note 26). 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 (the “CODM”) of the Company reviews specific financial and operational 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 CODM does not review specific financial or operational data on a disaggregated basis or by aggregating operating segments into one reportable segment. 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 and Syndication Revenue Content licensing-based revenues and syndication 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 and Syndication – 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, 2023 and 2022, a subscription refund liability of $ 449 845 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 2023 2022 Years Ended December 31, 2023 2022 Revenue by category: Digital revenue Digital advertising $ 135,376 $ 109,317 Digital subscriptions 12,764 21,156 Licensing and syndication revenue 18,482 18,173 Other digital revenue 5,384 1,166 Total digital revenue 172,006 149,812 Print revenue Print advertising 9,881 10,214 Print subscriptions 62,316 60,909 Total print revenue 72,197 71,123 Total revenue $ 244,203 $ 220,935 Revenue by geographical market: United States $ 234,012 $ 218,110 Other 10,191 2,825 Total revenue $ 244,203 $ 220,935 Revenue by timing of recognition: At point in time $ 231,439 $ 199,779 Over time 12,764 21,156 Total revenue $ 244,203 $ 220,935 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; fees paid for data analytics and to other outside service providers; and stock-based compensation of related personnel (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 (further details are provided under the heading Subscription Acquisition Costs The following table provides information about contract balances: Schedule of Contract with Customer, Asset and Liability 2023 2022 As of December 31, 2023 2022 Unearned revenue (short-term contract liabilities): Digital revenue $ 14,397 $ 18,571 Print revenue 45,389 40,132 Total short-term contract liabilities $ 59,786 $ 58,703 Unearned revenue (long-term contract liabilities): Digital revenue $ 542 $ 1,118 Print revenue 10,137 18,583 Total long-term contract liabilities $ 10,679 $ 19,701 Unearned Revenue 68,985 During January 2020, February 2020 and December 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, 2023 and 2022, the Company recognized revenue of $ 554 2,986 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, 2023 and 2022, 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 2023 2022 As of December 31, 2023 2022 Cash and cash equivalents $ 9,284 $ 13,871 Restricted cash - 502 Total cash, cash equivalents, and restricted cash $ 9,284 $ 14,373 As of December 31, 2023 and 2022, the Company had restricted cash of $ 0 502 Accounts Receivable and Allowance for Doubtful Accounts 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 have been reduced by an allowance for doubtful accounts. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. Accounts receivable as of December 31, 2023 and 2022 of $ 44,811 33,950 The following table summarizes the allowance for doubtful accounts activity: Schedule of Allowance For Doubtful Accounts 2023 2022 Years Ended of December 31, 2023 2022 Allowance for doubtful accounts beginning of year $ 2,236 $ 1,578 Additions 315 658 Deductions - write-offs (1,570 ) - Allowance for doubtful accounts end of year $ 981 $ 2,236 Subscription Acquisition Costs Subscription acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if the Company 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 costs of obtaining a contract with a customer and, therefore, meet the capitalization criteria. The Company has elected to apply the practical expedient to amortize these costs at the portfolio level. The sales commissions paid to third party agents are amortized as the magazines are sent to the subscriber on an issue-by-issue basis. The Company determined that commissions paid for subscriber renewal contracts to all third party agents are not from a specifically anticipated future contract, therefore, the commissions paid on renewals are amortized as the magazines are sent to the subscriber over the renewal term on an issue-by-issue basis. Direct mail costs for renewal subscriptions are expensed as incurred since they do not meet the capitalization criteria. Amortization of subscription acquisition costs of $ 38,112 37,190 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. The current portion of the subscription acquisition costs as of December 31, 2023 and 2022 was $ 29,706 25,931 7,215 14,133 29,706 7,215 Concentrations Significant Customers Revenue from significant customers as a percentage of the Company’s total revenue represent approximately 10.0% 13.9 Significant Vendors Significant accounts payable balances as a percentage of the Company’s total accounts payable represent 12.2 14.1 Leases The Company has lease arrangements for 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. Maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included on the consolidated statements 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 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 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 revenue 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 Intangible assets 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. Intangible assets with an indefinite useful life are not 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. Debt Costs Debt costs consist of cash and noncash consideration paid to lenders and third parties with respect to debt and other financing transactions, including legal fees and placement fees. Such costs are deferred and amortized over the term of the related debt. Upon the settlement of debt the pro rata portion of any related unamortized debt costs are charged to operations. Additional consideration in the form of warrants and other derivative financial instruments issued to lenders are 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 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 of the debt the pro rata portion of any related unamortized debt cost is charged to operations. Liquidated Damages The Company incurred liquidated damages when: (i) a registration rights agreement provides for damages if the Company does not register the shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”), which, in general, provides for a cash payment equal to 1.0% per month of the amount invested, on a daily pro rata basis for any portion of a month, as partial liquidated damages per month, upon the occurrence of certain events, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at the rate of 1.0% per month until paid in full; and (ii) a securities purchase agreement provides for damages if the Company fails for any reason to satisfy a public information requirement within the requisite time frame with the Securities and Exchange Commission (“SEC”) (the “Public Information Failure Damages”), which, in general, provides for 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. 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, and print and digital advertising that are expensed when an advertisement takes place. During the years ended December 31, 2023 and 2022, the Company incurred advertising expenses of $ 4,372 5,987 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 settleable in the Company’s equity securities, including the put option on the Company’s common stock, to be designated as an equity instrument, generally as a liability. A contract so designated is carried at fair value on the consolidated balance sheets, with any changes in fair value recorded as a gain or loss on the consolidated statements of operations, with no impact on cash flows. At the date of settlement of a freestanding equity contract, the pro rata fair value of the related 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 (no warrants were issued during the year ended December 31, 2022) (further details are provided under the headings Publisher Partner Warrants New 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 period. The fair value measurement of stock 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 independ |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations | |
Discontinued Operations | 3. Discontinued Operations The Company, upon Board approval on September 15, 2022, discontinued (i.e., the “discontinued operations”) the Parade print business (“Parade Print”) that was acquired on April 1, 2022 (as part of the Parade acquisition, as further described below in Note 4), on November 13, 2022 (the last date of any obligation to deliver issues of Parade Print). The table below sets forth the loss from discontinued operations for the period from April 1, 2022 to December 31, 2022: Schedule of Discontinued Operations Revenue $ 26,817 Cost of revenue 23,015 Gross profit 3,802 Operating expense Selling and marketing 5,396 General and administrative 1,722 Loss on impairment of assets 209 Total operating expenses 7,327 Loss from discontinued operations (3,525 ) Income tax benefit 55 Net loss from discontinued operations $ (3,470 ) The discontinued operations of Parade Print also included Relish and Spry Living print products that were acquired as part of the Parade acquisition. Further information is provided under the heading Supplemental Pro Forma Information in Note 4. During the year ended December 31, 2022, the Company recorded depreciation and amortization of $ 0 209 0 |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Dispositions | 4. Acquisitions and Dispositions The Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805) 2023 Acquisition Teneology, Inc. 3,307 500 250 75 25 200 Fexy Put Option 274,692 2,000 2,225 7.94 300 The composition of the purchase price is as follows: Schedule of Composition Preliminary Assets Purchase Price Cash $ 500 Common stock 2,000 Contingent consideration 561 Deferred cash payments, as discounted 246 Total purchase consideration $ 3,307 The Company accounted for the asset acquisition as a business combination in accordance with ASC 805 since the acquisition met the definition of a business under the applicable guidance. The Company incurred $ 99 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 Preliminary Assets Purchase Price Allocation Advertiser relationships $ 663 Brand names 659 Goodwill 1,985 Net assets acquired $ 3,307 The Company utilized an independent appraisal firm 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 advertiser relationships were valued using the excess earnings method of the income approach and the brand names were valued using the relief-from-royalty method of the income approach. The estimated useful life is fifteen years ( 15.0 12.0 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. The Company expects $ 1,678 Supplemental Pro Forma Information The pro forma disclosures have been deemed impracticable for this acquisition since after making reasonable efforts the Company is unable to accept assumptions made by Teneology. The Company has determined, based on the information provided by Teneology and made available to the Company, that the earnings from the prior periods could not be verified since the acquisition only included certain activities of Teneology and financial statements were not available. In this regard, the Company: (1) made reasonable effort to obtain certain financial results of the certain activities but Teneology was unable to comply with this request; and (2) the presentation of the pro forma results and the assumptions made by Teneology management were unable to be independently substantiated. 2023 Disposition On November 17, 2023, the Company sold certain assets related to one of Parade’s business components known as Athlon Outdoors for cash proceeds of $ 1,061 1,000 272 61 153 908 639 172 453 31 325 2022 Acquisitions Athlon Holdings, Inc 100 15,854 1,840 15,854 12,827 11,840 987 314,103 3,141 3,000 The amount estimated to be paid post-closing of $987 will be or was paid as follows: (i) $742 is expected to be paid upon receipts of certain tax refunds due to the sellers (consisting of $3,000 for the deferred cash payments, as discounted, less a $2,258 cash adjustment); and (ii) $245 was paid within two business days from the date the Company received proceeds from the sale of the equity interest in Just Like Falling Off a Bike, LLC that was held by Parade as of the closing date (paid on April 7, 2022). The Company received a final valuation report from a third party valuation firm after the preliminary purchase price was adjusted during the quarterly period ended September 30, 2022. After considering the results of the final valuation report, the Company estimated that the purchase consideration decreased by $321. The decrease in the purchase price was related to an increase in identifiable assets of $54, an increase in deferred tax liabilities of $27, with a decrease in the working capital adjustment of $321, resulting in a decrease in goodwill of $348. The composition of the purchase price is as follows: Schedule of Composition of Purchase Price Cash $ 12,085 Common stock 3,141 Deferred cash payments, as discounted 628 Total purchase consideration $ 15,854 The Company incurred $ 200 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 Purchase Price Allocation Cash $ 2,604 Accounts receivable 10,855 Other current assets 1,337 Equity investment 2,450 Fixed assets 108 Digital content 355 Advertiser relationships 6,202 Trade names 2,261 Goodwill 2,587 Accounts payable (7,416 ) Accrued expenses and other (2,440 ) Unearned revenue (1,203 ) Other long-term liabilities (543 ) Deferred tax liabilities (1,303 ) Net assets acquired $ 15,854 The Company utilized an independent appraisal firm 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 digital content was determined using a cost approach. The fair values of the advertiser relationships were determined by projecting the acquired entity’s cash flows, deducting notional contributory asset charges on supporting assets (working capital, tangible assets, trade names, and the assembled workforce) to compute the excess cash flows associated with the advertiser relationships. The fair values of the trade names were determined by projecting revenue associated with each trade name and applying a royalty rate to compute the amount of the royalty payments the company is relieved from paying due to its ownership of the trade names. The estimated weighted average useful life is two years ( 2.00 8.75 14.50 The excess 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 related to the acquisition will be deductible for tax purposes. Supplemental Pro Forma Information The following table summarizes the results of continuing operations of the Parade acquisition from the acquisition date included in the consolidated results of continuing operations and the unaudited pro forma results of continuing operations of the combined entity had the date of the acquisition been January 1, 2022: Schedule of Supplemental Proforma Information Year Ended Parade continuing operations from acquisition date of April 1, 2022 (unaudited): Revenue $ 40,071 Net loss (2,494 ) Combined entity continuing operations supplemental pro forma information had the acquisition date been January 1, 2022 (unaudited): Revenue: Parade $ 55,981 Arena 207,681 Total continuing operations supplemental pro forma revenue $ 263,662 Net loss: Parade $ (3,070 ) Arena (67,788 ) Adjustments (1,940 ) Total continuing operations supplemental pro forma net loss $ (72,798 ) The information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisition had occurred at the beginning of the Company’s reporting period and does not reflect the discontinued operations of Parade Print that was acquired on April 1, 2022 (as part of the Parade acquisition). The adjustments for the year ended December 31, 2022 of ($1,940), represents adjustments: (1) to record depreciation and amortization expense related to the fixed and intangible assets acquired from the acquisition of ($864); (2) to reverse the nonrecurring transaction cost related to the acquisition of $200; and (3) to reverse the deferred tax benefit related to the acquisition of ($1,276). Buffalo Groupe, LLC 850 The Company accounted for the acquisition as an 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. The purchase consideration totaled $ 850 10.0 A360 Media, 25,000 23,000 1,000 1,000 2,676 3,189 4,078 3,941 137 The Company accounted for the asset acquisition as a business combination in accordance with ASC 805 since the acquisition met the definition of a business under the applicable guidance. The Company incurred $ 283 In connection with the acquisition of Men’s Journal, the Company received a final valuation report during the quarterly period ended September 30, 2023 from a third party valuation firm after the preliminary purchase price was determined. After considering the results of the final valuation report, the Company estimated that the purchase consideration increased by $ 1,246 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: Schedule of Preliminary Price Allocation Lease deposit receivable $ 420 Advertiser relationships 6,860 Brand names 6,090 Goodwill 18,384 Unearned revenue (3,941 ) Subscription refund liability (137 ) Assumed lease obligation (2,676 ) Net assets acquired $ 25,000 The Company utilized an independent appraisal firm 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 advertiser relationships were determined by applying the multi-period earnings method of the income approach and the fair values of the brand names were determined by applying the relief-from-royalty method. The estimated weighted average useful life is twelve and one-half years ( 12.5 11.0 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. The Company expects $ 12,299 Supplemental Pro Forma Information The pro forma disclosures have been deemed impracticable for this acquisition since after making reasonable efforts the Company is unable to accept assumptions made by Men’s Journal. The Company has determined, based on the information provided by Men’s Journal and made available to the Company, that the earnings from the prior periods could not be verified since the acquisition only included certain activities of Men’s Journal and financial statements were not available. In this regard, the Company: (1) made reasonable effort to obtain certain financial results of the certain activities but Men’s Journal was unable to apply the requirement; and (2) the presentation of the pro forma results and the assumptions made by management were unable be independently substantiated. |
Prepayments and Other Current A
Prepayments and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments And Other Current Assets | |
Prepayments and Other Current Assets | 5 Prepayments and Other Current Assets Prepayments and other current assets are summarized as follows: Schedule of Prepayments and Other Current Assets 2023 2022 As of December 31, 2023 2022 Prepaid expenses $ 2,946 $ 2,321 Prepaid supplies 773 927 Refundable income and franchise taxes 157 957 Unamortized debt costs 209 216 Employee retention credits 2,468 - Other receivables 45 20 Total prepayments and other current assets $ 6,598 $ 4,441 Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the subsequent extensions of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company determined that it qualifies for the tax credit under the CARES Act. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when earned and to offset the credit against the related expenditure. During the year ended December 31, 2023, the Company recorded the employee retention credits as a reduction to payroll and related expenses of $ 6,868 4,400 2,468 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment are summarized as follows: Schedule of Property and Equipment 2023 2022 As of December 31, 2023 2022 Office equipment and computers $ 1,744 $ 1,744 Furniture and fixtures 166 240 Gross property and equipment 1,910 1,984 Less accumulated depreciation and amortization (1,582 ) (1,249 ) Net property and equipment $ 328 $ 735 Depreciation and amortization expense for the years ended December 31, 2023 and 2022 was $ 352 539 55 0 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 7. Leases The Company’s real estate lease for the use of office space was subleased during the year ended December 31, 2023. 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 operating lease has a remaining fixed payment term of 0.75 The table below presents supplemental information related to the operating lease: Schedule of Supplemental Information Related to Operating Leases As of December 31, 2023 2022 Operating lease costs during the year (1) $ 1,052 $ 969 Cash payments included in the measurement of operating lease liability during the year 486 469 Weighted-average remaining lease term (in years) as of year-end 0.75 1.75 Weighted-average discount rate during the year 9.90 % 9.90 % (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 the Company’s lease 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 2023 2022 As of December 31, 2023 2022 Operating lease costs: General and administrative 1,344 1,187 Total operating costs ( 1 1,344 1,187 Less sublease income (292 ) (218 ) Total operating lease costs $ 1,052 $ 969 (1) Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the years ended December 31, 2023 and 2022 of $ 620 668 396 320 Maturities of the operating lease liability as of December 31, 2023 are summarized as follows: Summary of Maturity of Lease Liabilities Minimum lease payments - 2024 $ 373 Less imputed interest (15 ) Present value of operating lease liability $ 358 Current portion of operating lease liability $ 358 Long-term portion of operating lease liability - Total operating lease liability $ 358 Sublease Agreement 537 Business Membership Lease Termination 10,000 1,475 1,000 1,000 4,000 4,000 10.0 615 860 |
Platform Development
Platform Development | 12 Months Ended |
Dec. 31, 2023 | |
Platform Development | |
Platform Development | 8. Platform Development Platform development costs are summarized as follows: Summary of Platform Development Costs 2023 2022 As of December 31, 2023 2022 Platform development $ 26,054 $ 21,493 Less accumulated amortization (17,331 ) (11,163 ) Net platform development $ 8,723 $ 10,330 A summary of platform development activity is as follows: Summary of Platform Development Cost Activity As of December 31, 2023 2022 Platform development beginning of year $ 21,493 $ 21,997 Payroll-based costs capitalized 3,773 5,179 Less dispositions (164 ) (7,357 ) Total capitalized payroll-based costs 25,102 19,819 Stock-based compensation 1,016 1,884 Impairments (64 ) (210 ) Platform development end of year $ 26,054 $ 21,493 Amortization expense for platform development for the year ended December 31, 2023 and 2022 was $ 6,332 5,822 64 210 respectively |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 9. Intangible Assets Intangible assets subject to amortization consisted of the following: Schedule of Intangible Assets Subject to Amortization As of December 31, 2023 As of December 31, 2022 Weighted Carrying Accumulated Net Carrying Accumulated Net Developed technology 4.70 $ 17,333 $ (17,333 ) $ - $ 17,333 $ (14,883 ) $ 2,450 Trade name 16.10 5,181 (1,547 ) 3,634 5,380 (1,180 ) 4,200 Brand name 9.70 12,774 (2,374 ) 10,400 12,115 (908 ) 11,207 Subscriber relationships 5.10 73,459 (61,654 ) 11,805 73,459 (47,146 ) 26,313 Advertiser relationships 10.20 15,182 (2,832 ) 12,350 15,302 (1,368 ) 13,934 Database 3.00 2,397 (2,171 ) 226 2,397 (1,753 ) 644 Digital content 2.00 355 (311 ) 44 355 (133 ) 222 Total intangible assets $ 126,681 $ (88,222 ) $ 38,459 $ 126,341 $ (67,371 ) $ 58,970 Intangible assets subject to amortization were recorded as part of the Company’s business acquisitions. Amortization expense for the years ended December 31, 2023 and 2022 was $ 21,022 20,748 2,130 2,831 No 47 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, 2023 is as follows: Schedule of Future Estimated Amortization expense For Intangible Assets Years Ending December 31, 2024 $ 14,544 2025 3,427 2026 3,214 2027 3,214 2028 2,964 Thereafter 11,096 Intangible assets ,net $ 38,459 |
Other Long-Term Assets
Other Long-Term Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Long-Term Assets | 10. Other Long-Term Assets Other assets are summarized as follows: Summary of Other Assets 2023 2022 As of December 31, 2023 2022 Security deposit $ 420 $ 420 Other receivables 90 - Prepaid insurance 284 504 Unamortized debt cost 209 216 Total other assets $ 1,003 $ 1,140 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 11. Goodwill The changes in carrying value of goodwill are as follows: Schedule of Changes in Carrying Value of Goodwill 2023 2022 As of December 31, 2023 2022 Carrying value at beginning of year $ 39,344 $ 19,619 Goodwill acquired in acquisition of Parade - 2,587 Goodwill acquired in acquisition of Men’s Journal 1,246 17,138 Goodwill acquired in acquisition of Fexy Studios 1,985 - Loss on impairment - - Carrying value at end of year $ 42,575 $ 39,344 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. The Company, as part of its annual impairment evaluation of goodwill of its one reporting unit, performs the goodwill impairment test in accordance with applicable guidance. The guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit, if any. If an entity determines that the fair value of a reporting unit is greater than its carrying amount, the goodwill impairment test is not required. The annual impairment test was performed on December 31, 2023. No |
Restricted Stock Liabilities
Restricted Stock Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Restricted Stock Liabilities | |
Restricted Stock Liabilities | 12. Restricted Stock Liabilities The Company recorded the repurchase of 26,214 2,307 2,152 155 |
Accrued Expenses and Other
Accrued Expenses and Other | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 As of December 31, 2023 2022 General accrued expenses $ 6,486 $ 6,339 Accrued payroll and related taxes 5,448 5,221 Accrued publisher expenses 7,596 4,911 Accrued interest 3,824 - Liabilities in connection with acquisitions and dispositions 1,119 1,123 Assumed lease liability 1,328 - Lease termination liability 4,481 4,753 Other accrued expenses 489 755 Total accrued expenses and other $ 30,771 $ 23,102 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Line of Credit | 14. Line of Credit Arena Credit Agreement Arena Loan Agreement Arena Credit Agreement Default 40,000 maximum amount of advances available (subject to certain limits and eighty-five ( 85 %) of eligible accounts receivable) pursuant to the amended line of credit, (ii) an interest rate at the prime rate plus 4.0% per annum of the amount advanced (subject to minimum utilization of at least 10% of the maximum amount of advances available) (as of December 31, 2023 the stated interest rate was 12.5%), (iii) payment of a fee equal to 2.25% of the maximum line amount with respect to any termination of the agreement prior to December 31, 2025 at the option of the Company at any time with 60 day notice pursuant to the SLR Amendment, (iv) a payment of a performance fee in the amount equal to 2.25% of the maximum line amount, under certain circumstances pursuant to the Business Combination in connection with a deal deadline or in the event of a deal failure, as defined in the SLR Amendment, further the performance fee will survive the termination of the agreement, pursuant to the SLR Amendment, (v) a payment of a success fee if the Business Combination is consummated, of 0.3% or 0.6% of the maximum line amount if the transaction closes on or before December 31, 2023 or after December 31, 2023, respectively, or $0 if the transaction closes after the deal deadline, pursuant to the SLR Amendment, and (vi) a maturity date of December 31, 2025 . The SLR Amendment also permitted the Company to enter into the 2023 Notes in an aggregate of $ 8,000 (as further described under the heading 2023 Bridge Notes 25,000 in connection with the Business Combination. The line of credit was for working capital purposes and was secured by a first lien on all the Company’s cash and accounts receivable and a second lien on all other assets. In connection with the SLR Amendment and amended line of credit, the Company incurred debt costs of $ 200 and $ 441 , respectively, with the SLR Amendment debt cost plus the unamortized debt cost at the time of the SLR Amendment being amortized over the life of the extended maturity date of the line of credit. The unamortized balance, as of December 31, 2023 and 2022, was reflected in prepayment and other current assets of $ 209 and $ 216 , respectively, and 209 and $ 216 13.7 19,609 14,092 900 2.25 |
Liquidated Damages Payable
Liquidated Damages Payable | 12 Months Ended |
Dec. 31, 2023 | |
Liquidated Damages Payable | |
Liquidated Damages Payable | 15. Liquidated Damages Payable Liquidated damages were recorded 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 SEC within the requisite time frame (the “Public Information Failure Damages”). Obligations with respect to the liquidated damages payable are summarized as follows: Summary of Liquidated Damages As of December 31, 2023 Registration Public Accrued Balance MDB common stock to be issued ( 1 $ 15 $ - $ - $ 15 Series H convertible preferred stock 565 574 659 1,798 Convertible debentures (2) - 144 72 216 Series J convertible preferred stock ( 2 152 152 129 433 Series K convertible preferred stock ( 2 166 70 226 462 Total $ 898 $ 940 $ 1,086 $ 2,924 (1) Shares of common stock issuable to MDB Capital Group, LLC (“MDB”) (see Common Stock to be Issued (2) Represents previously issued and converted debt or equity securities. On February 8, 2023, the Company entered into a stock purchase agreement with an investor, where the Company was liable for liquidated damages, pursuant to which the Company issued 47,252 shares of its common stock, in satisfaction of the liquidated damages, at a price equal to $ 10.56 per share (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 investor in lieu of an aggregate of $ 499 owed in liquidated damages as of the conversion date. The Company prepared and filed 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. During the year ended December 31, 2023, the Company recorded $ 499 in connection with the issuance of shares of the Company’s common stock on the consolidated statements of stockholders’ deficiency (further details are provided under the heading Common Stock for Liquidated Damages On December 1, 2023, the Company entered into a waiver of liquidated damages and release of claims, where B. Riley, a principal stockholder at the time, relinquished any claims to liquidated damages and accrued interest thereon amounting to $ 3,497 3,497 As of December 31, 2023, the short-term liquidated damages payable was $ 2,924 1 2,924 6 As of December 31, 2022 Registration Public Accrued Balance MDB common stock to be issued (1) $ 15 $ - $ - $ 15 Series H Preferred Stock 618 626 570 1,814 Convertible debentures ( 2 - 704 280 984 Series J convertible preferred stock ( 2 932 932 525 2,389 Series K convertible preferred stock ( 2 437 478 220 1,135 Total $ 2,002 $ 2,740 $ 1,595 $ 6,337 (1) Shares of common stock issuable to MDB. (2) Represents previously issued and converted debt or equity securities. As of December 31, 2022, the short-term and long-term liquidated damages payable were $ 5,843 494 6,337 Common Stock for Liquidated Damages 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, 2023 | |
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 2023 2022 As of December 31, 2023 2022 Lease termination liability $ - $ 3,621 Assumed lease liability 350 1,486 Other 56 200 Total other long-term liabilities $ 406 $ 5,307 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 17. Fair Value Measurement The Company’s financial instruments consist of level 1, Level 2 and level 3 assets as of December 31, 2023 and 2022. As of December 31, 2023 and 2022, the Company’s cash and cash equivalents of $ 9,284 13,871 The Company accounted for certain common stock issued in connection with the acquisition of Fexy Studios that is subject to a put option (which provides for a cash payment to the sellers on the first anniversary date of the closing (or January 11, 2024) in the event the common stock trading price on such date is less than the common stock trading price on the day immediately preceding the acquisition date, or $ 8.10 Fexy Put Option Financial instruments measured at fair value during the year ended December 31, 2023, related to the Company’s current debt, with a carrying value of $ 7,887 102,309 Financial instruments measured at fair value during the year consisted of the following: Schedule of Fair Value of Financial Instruments As of December 31, 2023 Fair Value Quoted Prices Significant Significant Contingent consideration $ 1,571 $ - $ 1,571 $ - As of December 31, 2022 Fair Value Quoted Prices Significant Significant Senior Secured Notes $ 61,787 $ - $ 61,787 $ - Contingent Consideration – 8.10 2.38 5.72 274,692 1,010 Fexy Put Option Senior Secured Notes The quantitative information utilized in the fair value calculation of the Level 3 liabilities are as follows: Unearned Revenue 523 1,154 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. |
Bridge Notes
Bridge Notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Bridge Notes | 18. Bridge Notes 2023 Notes In connection with the Note Purchase Agreement, First Amendment and Second Amendment (as further described under the heading Principal Stockholders 5,000 3,000 1,000 1,000 2,000 7,643 357 The terms of 2023 Notes provide for: ● an interest rate fixed at 10.0 ● a maturity date of April 30, 2024 8,000 ● a provision for the failure to repay the $ 8,000 ● an election to prepay the notes, at any time, at 100 The debt issuance cost incurred under the debt modifications pursuant to the First Amendment are being amortized over the term of the 2023 Notes. The debt modification pursuant to the Second Amendment resulted in the unamortized debt issuance cost being amortized over the extended term of the 2023 Notes. On December 29, 2023, the Company failed to make the interest payment due on the 2023 Notes resulting in an event of default with subsequent agreement to a forbearance period through the earlier of the following: (a) April 30, 2024; (b) the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior ( Arena Loan Agreement As of December 31, 2023, the effective interest rate on the 2023 Notes was 14.2 %. As of December 31, 2023, the current balance outstanding under the 2023 Notes was $ 7,887 113 8,000 Information for the years ended December 31, 2023 and 2022, with respect to interest expense related to the 2023 Notes is provided under the heading Interest Expense 2022 Bridge Notes On December 15, 2022, the Company issued $ 36,000 aggregate principal amount of senior secured notes (the “2022 Bridge Notes”) pursuant to the Note Purchase Agreement. In connection with the issuance of the notes, the Company received net proceeds of $ 34,728 and incurred debt costs of $ 1,272 that were being amortized over the expected life of the debt. As of December 31, 2022, the balance outstanding under the 2022 Bridge Notes was $ 34,805 ($ 36,000 principal balance less unamortized debt costs of $ 1,195 ), that was modified during the year ended December 31, 2023 (further details are provided under the heading 2022 Bridge Notes |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 19. Long-term Debt Senior Secured Notes Pursuant to the Note Purchase Agreement, as amended by the First Amendment and Second Amendment ( as further described under the heading Principal Stockholders The terms of the Senior Secured Notes provide for: ● a provision for the Company to enter into Delayed Draw Term Notes (as described below); ● a provision where the Company added $ 13,852 ● a provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments; ● an interest rate of 10.0 ● interest on the notes payable after February 15, 2022, 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 notes; ● a maturity date of December 31, 2026 ● the Company to enter into the 2022 Bridge Notes for $ 36,000 40,000 Delayed Draw Term Notes The terms of the Delayed Draw Term Notes provide for: ● an interest rate of 10.0 ● interest on the notes payable after February 15, 2022, 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 notes; and ● a maturity date on December 31, 2026 2022 Bridge Notes Pursuant to the First Amendment, the 2022 Bridge Notes outstanding as of December 31, 2022 were amended and reclassified from a current liability to a noncurrent liability. In connection with the debt modification, the Company incurred debt issuance costs of $ 100 The terms of the 2022 Bridge Notes provide for: ● an interest rate fixed at 10.0 12 1.5 ● a maturity date of December 31, 2026 ● a prepayment requirement to apply a portion of the net proceeds from the Business Combination to repay $ 20,000 ● a provision for the failure to repay the $ 20,000 ● an election to prepay the notes, at any time, in whole or in part with no premium or penalty. The following table summarizes the debt: Schedule of long term debt As of December 31, 2023 As of December 31, 2022 Principal Unamortized Carrying Principal Unamortized Carrying Senior Secured Notes, effective interest rate of 10.1% as of December 31, 2023, as amended, matures December 31, 2026, subject to acceleration $ 62,691 $ (272 ) $ 62,419 $ 62,691 $ (904 ) $ 61,787 Senior Secured Notes, effective interest rate of 10.1 $ 62,691 $ (272 ) $ 62,419 $ 62,691 $ (904 ) $ 61,787 Delayed Draw Term Notes, effective interest rate of 10.2 4,000 (31 ) 3,969 4,000 (103 ) 3,897 2022 Bridge Notes, effective interest rate of 10.2 36,000 (79 ) 35,921 - - - Total $ 102,691 $ (382 ) $ 102,309 $ 66,691 $ (1,007 ) $ 65,684 The debt issuance costs incurred under the debt modification pursuant to the First Amendment are being amortized over the term of the long-term debt. The debt modification pursuant to the Second Amendment resulted in the unamortized debt issuance cost being amortized over the extended term of the long-term debt. On December 29, 2023, the Company failed to make the interest payment due on the Secured Senior Notes, Delayed Draw Term Notes and 2022 Bridge Notes (collectively the “debt”) resulting in an event of default with subsequent agreement to a forbearance period through the earlier of the following: (a) April 30, 2024; (b) the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior heading Arena Loan Agreement As of December 31, 2023, the current maturities of the debt were $ 102,309 102,691 Information for the years ended December 31, 2023 and 2022 with respect to interest expense related to long-term debt is provided below. Interest Expense The following table represents interest expense: Summary of Interest Expense 2023 2022 Years Ended December 31, 2023 2022 Amortization of debt costs: Line of credit $ 214 $ 9 2023 Notes 244 - Senior Secured Notes 632 1,031 Delayed Draw Term Notes 72 464 2022 Bridge Notes 1,216 77 Total amortization of debt costs 2,378 1,581 Noncash and accrued interest: 2023 Notes 173 - Senior Secured Notes 1,602 - Delayed Draw Term Notes 102 - 2022 Bridge Notes 920 - Line of credit termination fee 900 - Parade - 116 Other accrued interest 127 204 Total noncash and accrued interest 3,824 320 Cash paid interest: Line of credit 2,023 1,328 2023 Notes 44 - Senior Secured Notes 4,754 6,356 Delayed Draw Term Notes 303 980 2022 Bridge Notes 3,763 - Other 1,214 863 Total cash paid interest 12,101 9,527 Less interest income (1) (338 ) - Total interest expense $ 17,965 $ 11,428 (1) During the year ended December 31, 2023, the Company recorded interest income of $ 338 Noncash and accrued interest of $ 204 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Preferred Stock | 20. Preferred Stock The Company has the authority to issue 1,000,000 0.01 ● 1,800 168 ● 23,000 none 14,356 Series G Preferred Stock On May 30, 2000, the Company sold 1,800 1,631.504 168.496 1,000 168 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 Series H Preferred Stock All of the then outstanding shares of Series H convertible Preferred Stock (the “Series H Preferred Stock”) automatically converted into shares of the Company’s common stock on the fifth anniversary date of the initial first closing of the Series H Preferred Stock, or on August 10, 2023, at the conversion price of $ 7.26 Common Stock |
Stockholders_ Deficiency
Stockholders’ Deficiency | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficiency | 21. Stockholders’ Deficiency Common Stock The Company has the authority to issue 1,000,000,000 100,000,000 1,000,000,000 Common Stock Registered Direct Offering 2,963,918 3.88 11,500 356 11,144 Common Stock for Series H Preferred Stock 1,981,128 1,759,224 97,980 14,356 12,748 710 13,008 14,356 1,000 1,348 710 710 1,000 Common Stock for Acquisitions 274,692 330,863 274,692 2,000 330,863 314,103 3,141 16,760 Common Stock for Liquidated Damages 47,252 505,655 (i) 47,252 499 505,655 13.86 7,008 6,685 323 505,655 Restricted Stock Units 429,528 832,233 Common Stock Withheld 202,382 1,423 373,394 4,468 Exercise of Stock Options 795 96,408 0 95 Common Stock to be Issued – 38,582 7,851 Professional Services 14,617 14,617 1,134 13.20 13,483 12.54 184 Common Stock Public Offering 34,498 4,181,603 3,636,364 545,239 8.25 32,058 2,440 1,568 30,490 Restricted Stock Awards 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. The estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award (see Note 22). A summary of the restricted stock award activity during the year ended December 31, 2023 is as follows: Summary of Restricted Stock Award Activity Number of Weighted Average Fair Value Restricted stock awards outstanding at January 1, 2023 97,403 $ 16.94 Vested (97,403 ) (16.94 ) Restricted stock awards outstanding at December 31, 2023 - 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 to be Issued In connection with a closing of a private placement on January 4, 2018, MDB, as the placement agent, was entitled to receive 2,701 subject to liquidated damages, see Note 15), which Common Stock Warrants Warrants were issued to purchase shares of the Company’s common stock in connection with various financings (the “Financing Warrants”), all of which have expired. A summary of the Financing Warrants activity during the year ended December 31, 2023 is as follows: Summary of Warrant Activity Weighted Average Weighted Remaining Average Contractual Number of Exercise Life Shares Price (in Years) Financing Warrants outstanding at January 1, 2023 107,956 $ 10.61 0.58 Expired (107,956 ) 10.61 Financing Warrants outstanding at December 31, 2023 - - AllHipHop Warrants 5,682 14.30 6,819 ABG Warrants 999,540 ten years (1) 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; (2) all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG or upon a change of control of the Company; and (3) 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). As of December 31, 2023, 399,816 599,724 ABG Warrants Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the ABG Warrants is provided in Note 22. Publisher Partner Warrants 90,910 New Publisher Partner Warrants 33,000 Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the New Publisher Partner Warrants is provided in Note 22. |
Stock_Based Compensation
Stock–Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock–Based Compensation | 22. Stock–Based Compensation The Company issued stock-based compensation awards under several plans as follows: ● 2016 Plan ● 2019 Plan ● Outside Options ● 2022 Plan 1,800,000 Restricted Stock Units During the year ended December 31, 2023 and 2022, the Company issued restricted stock units to various employees and members of the board subject to continued service. Upon vesting of the award, subject to certain conditions for release of the award, the Company issues the underlying common stock of the Company. 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 years ended December 31, 2023, and 2022. A summary of the restricted stock unit activity during the year ended December 31, 2023 is as follows: Schedule of Restricted Stock Units Activity Number of Shares Weighted Unvested Vested Fair Value Restricted stock units outstanding at January 1, 2023 994,766 397,376 $ 15.44 Granted 148,970 - 5.77 Vested (645,023 ) 645,023 Released - (429,528 ) Cancelled (299,446 ) - Restricted stock units outstanding at December 31, 2023 199,267 612,871 13.55 On February 28, 2023 and June 30, 2023, the Company modified certain restricted stock units as a result of the resignation of two senior executives, where 38,026 42,635 On November 22, 2022, the Company modified 232,816 321 The Company’s policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of new shares of its common stock upon conversion of a restricted stock unit to cover the tax obligations. During the year ending December 31, 2024, the Company expects to repurchase approximately 295,000 The total intrinsic value of shares of the Company’s common stock issued for restricted stock units that were released during the years ended December 31, 2023 and 2022 were $ 2,955 8,707 Information with respect to stock-based compensation cost related to the restricted stock units is included within the Restricted Stock caption under the heading Stock-Based Compensation Common Stock Options During the years ended December 31, 2023 and 2022, the Company issued common stock options under the 2022 Plan, consisting of primarily of incentive stock options with a term of up to ten years with time-based vesting provisions over three years. The fair value of common stock option awards granted during the years ended December 31, 2023 and 2022 was calculated using a Black-Scholes options-pricing model for the time-based awards under the Up-list Scenario, after the Company’s common stock was listed on the NYSE American. The fair value of common stock option awards granted during the year ended December 31, 2022 was calculated using the Black-Scholes option-pricing model for the time-based under the Probability Weighted Scenarios, prior to the Company’s common stock being listed on the NYSE American. The assumptions utilized are as follows: Schedule of Fair Value of Stock Options Assumptions Years Ended December 31, 2023 2022 Up-list Up-list No Up-list Risk-free interest rate 3.46 4.82 % 0.97 4.36 % 0.97 1.44 % Expected dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 46.43 47.27 % 42.00 82.00 % 82.00 137.00 % Expected life 6 3.0 6.0 3.0 6.0 A summary of the common stock option activity during the year ended December 31, 2023 is as follows: Summary of Stock Option Activity Weighted Average Weighted Remaining Average Contractual Number of Exercise Life Shares Price (in Years) Common stock options outstanding at January 1, 2023 6,199,521 $ 15.26 8.20 Granted 287,993 4.22 Exercised (6,927 ) 8.82 Forfeited (449,333 ) 9.70 Expired (579,286 ) 9.38 Common stock options outstanding at December 31, 2023 5,451,968 9.56 4.43 Common stock options exercisable at December 31, 2023 4,049,393 9.64 5.06 Common stock options not vested at December 31, 2023 1,402,575 Common stock options available for future grants at December 31, 2023 (1) 542,847 (1) Common stock available for future issuance under the 2022 Plan represent 1,800,000 1,066,597 190,556 The aggregate grant date fair value of common stock options granted during the years ended December 31, 2023 and 2022 was $ 610 7,194 2.12 5.25 The total intrinsic value of common stock options exercised during the years ended December 31, 2023 and 2022 were $ 10 1,507 10,155 12,694 The unvested common stock options for which the vesting is expected based on achievement of a performance condition as of December 31, 2023 were 583,143 5.28 The Company’s policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of its common stock upon exercise of common stock options to cover the tax obligations and any cashless exercise. In addition, the Company’s policy is to issue new shares of its common stock upon exercise of common stock options. There was no 2.38 The exercise prices under the common stock options outstanding and exercisable are as follows as of December 31, 2023: Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Vested Price (Shares) (Shares) $ 2.48 10.50 4,318,901 3,308,790 $ 10.51 15.52 1,062,379 670,956 $ 15.53 20.54 9,091 9,091 $ 20.55 25.56 25,683 24,642 $ 25.57 30.58 910 910 $ 30.59 35.60 4,320 4,320 $ 35.61 40.62 2,728 2,728 $ 40.63 48.40 27,956 27,956 5,451,968 4,049,393 Modification of Awards 38,026 21,117 45,632 24,515 10.29 10.29 8.82 68 68 On June 30, 2023, the Company modified certain equity awards upon the resignation of a senior executive employee pursuant to which unvested restricted stock units for 42,635 29,701 10 773 284 On November 2, 2023, the Company modified options of former a senior executive officer for 450,560 10 380 2022 Stock Option Repricing On March 18, 2022, the Company approved a repricing of certain outstanding stock options (the “Stock Option Repricing”) granted under the Company’s 2016 Plan and 2019 Plan that had an exercise price above $ 8.82 8.82 The Stock Option Repricing of approximately 4,343,017 6,061 143 5,918 Information with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the common stock options is provided under the heading Stock-Based Compensation ABG Warrants In connection with the Licensing Agreement and issuance of the ABG Warrants to purchase up to 999,540 A summary of the ABG Warrant activity during the year ended December 31, 2023 is as follows: Schedule of Warrants Activity Number of Shares Weighted Weighted Unvested Vested Exercise Price (in years) ABG Warrants outstanding at January 1, 2023 599,724 399,816 $ 11.55 6.46 Vested - - ABG Warrants outstanding at December 31, 2023 599,724 399,816 11.55 5.46 There was no 2.38 The exercise prices of the ABG Warrants outstanding and exercisable are as follows as of December 31, 2023. Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) $ 9.24 749,655 299,862 $ 18.48 249,885 99,954 999,540 399,816 Information with respect to compensation cost and unrecognized compensation cost related to the ABG Warrants is provided under the heading Stock-Based Compensation Publisher Partner Warrants Publisher Partner Warrants 4,154 New Publisher Partner Warrants A summary of the New Publisher Partner Warrants activity during the year ended December 31, 2023 is as follows: Schedule of Warrants Activity Weighted Average Weighted Remaining Average Contractual Number of Exercise Life Shares Price (in Years) New Publisher Partner Warrants outstanding at January 1, 2023 - $ - - Granted 9,800 6.91 - New Publisher Partner Warrants outstanding at December 31, 2023 9,800 6.91 4.15 New Publisher Partner Warrants exercisable at December 31, 2023 1,084 10.56 3.92 New Publisher Partner Warrants not vested at December 31, 2023 8,716 New Publisher Partner Warrants available for future grants at December 31, 2023 23,000 There was no 2.38 The exercise prices of the New Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2023. Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) $ 5.30 6,800 - $ 10.56 3,000 1,084 9,800 1,084 Stock-Based Compensation Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2023 and 2022 are summarized as follows: Summary of Stock-based Compensation Year Ended December 31, 2023 Restricted Common ABG Warrants Totals Cost of revenue $ 2,092 4,460 10 $ 6,562 Selling and marketing 257 1,402 - 1,659 General and administrative 6,372 3,457 1,010 10,839 Total costs charged to operations 8,721 9,319 1,020 19,060 Capitalized platform development - 1,016 - 1,016 Total stock-based compensation $ 8,721 10,335 1,020 $ 20,076 Year Ended December 31, 2022 Restricted Common ABG Warrants Totals Cost of revenue $ 3,730 $ 6,505 $ - $ 10,235 Selling and marketing 270 2,502 - 2,772 General and administrative 9,067 7,776 1,495 18,338 Total costs charged to operations 13,067 16,783 1,495 31,345 Capitalized platform development - 1,884 - 1,884 Total stock-based compensation $ 13,067 $ 18,667 $ 1,495 $ 33,229 Unrecognized compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2023 was as follows: Schedule of Unrecognized Compensation Expense As of December 31, 2023 Restricted Common ABG Warrants Totals Unrecognized compensation expense $ 1,191 $ 4,192 $ 26 $ 5,409 Weighted average period expected to be recognized (in years) 1.84 1.33 2.01 1.45 |
Liquidated Damages
Liquidated Damages | 12 Months Ended |
Dec. 31, 2023 | |
Liquidated Damages | |
Liquidated Damages | 23. Liquidated Damages During the years December 31, 2023 and 2022, the Company recorded liquidated damages of $ 583 1,140 583 652 488 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 24. Income Taxes The components of the (provision) benefit for income taxes consist of the following: Schedule of Income Taxes 2023 2022 Years Ended December 31, 2023 2022 Current tax (provision) benefit: Federal $ - $ - State and local (88 ) (77 ) Total current tax (provision) benefit (88 ) (77 ) Deferred tax (provision) benefit: Federal (57 ) 985 State and local (77 ) 155 Total deferred tax (provision) benefit (134 ) 1,140 Total income tax (provision) benefit $ (222 ) $ 1,063 The components of deferred tax assets and liabilities were as follows: Schedule of Components of Deferred Tax Assets and Liabilities 2023 2022 As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 52,353 $ 51,023 Interest limitation carryforward 10,028 5,444 Tax credit carryforwards 264 264 Allowance for doubtful accounts 388 757 Accrued expenses and other 891 1,340 Lease termination 1,017 1,869 Liquidated damages 794 1,717 Unearned revenue 5,148 3,744 Stock-based compensation 7,229 6,931 Operating lease liability 58 118 Depreciation and amortization 4,146 3,706 Deferred tax assets 82,316 76,913 Valuation allowance (76,367 ) (65,406 ) Total deferred tax assets 5,949 11,507 Deferred tax liabilities: Acquisition-related intangibles (6,548 ) (11,972 ) Total deferred tax liabilities (6,548 ) (11,972 ) Net deferred tax liabilities $ (599 ) $ (465 ) 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, 2023 and 2022. As of December 31, 2023, the Company had federal, state, and local net operating loss carryforwards available of $ 193,801 145,968 53,002 138,243 55,558 190,070 133,419 51,503 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, 2023 and 2022 and concluded it may have experienced an ownership change as a result of certain equity transactions during the rolling three-year period of 2021 to 2023. 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, 2023 and 2022. The provision (benefit) for income taxes on the statements 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, 2023 2022 Amount Percent Amount Percent Federal benefit expected at statutory rate $ (11,626 ) 21.0 % $ (14,375 ) 21.0 % State and local taxes, net of federal benefit (2,526 ) 4.6 % (3,429 ) 5.0 % Stock-based compensation 3,472 -6.3 % 3,894 -5.7 % Unearned revenue (562 ) 1.0 % (696 ) 1.0 % Interest expense 62 -0.1 % 56 -0.1 % Gain upon debt extinguishment - 0.0 % (760 ) 0.0 % Other differences, net 678 -1.2 % (997 ) 1.6 % Valuation allowance 10,961 -19.8 % 14,959 -21.9 % Other permanent differences (237 ) 0.4 % 285 -0.4 % Income tax provision (benefit) and effective income tax rate $ 222 -0.4 % (1,063 ) 1.6 % 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 position, or any accrued interest and penalties associated with uncertain tax positions for the years ended December 31, 2023 and 2022. The Company files tax returns in the U.S. federal jurisdiction and New York, California, and other states. 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 2020 forward and the California returns from 2019 forward are subject to examination. The Company currently is under examination by a state tax authority. |
Pension Plans
Pension Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Pension Plans | 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 2,125 1,808 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 26. Related Party Transactions Principal Stockholders The Company has an outstanding obligation with Renew, an affiliated entity of Simplify, where Renew purchased the all the outstanding debt held by BRF Finance Co., LLC (“BRF”) an affiliated entity of B. Riley Financial, Inc. (“B. Riley”) (as further described below), who now holds the debt in its capacity as agent for the purchasers and as purchaser, pursuant to the third amended and restated note purchase agreement entered into on December 15, 2022 (the “Note Purchase Agreement”), as amended by the first amendment to the Note Purchase Agreement on August 14, 2023 (the “First Amendment”) with an effective date of August 31, 2023, as further amended by the second amendment to the Note Purchase Agreement on December 1, 2023 (the “Second Amendment”). The Note Purchase Agreement contains provisions related to the 2023 Notes, Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes, all as further described above and referred to as the “Notes”. Under the terms of the Note Purchase Agreement, First Amendment and Second Amendment, in the event there is a mandatory prepayment requirement, the principal payment of the Notes will be applied to: (1) the 2023 Notes until paid in full; (2) then to the 2022 Bridge Notes until paid in full; (3) then to the Delayed Draw Terms Notes until paid in full; and (4) then to the Senior Secured Notes. All borrowings under the Notes are collateralized by substantially all assets of the Company secured by liens and guaranteed by the Company’s subsidiaries. The Notes provide for a default interest rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration of the Notes under certain conditions. The Notes provide for certain affirmative covenants, including certain financial reporting obligations. On November 30, 2023, Simplify entered into a stock purchase and assignment agreement (the “Stock Purchase Agreement”), pursuant to which it purchased an aggregate of 10,512,236 30,485 On November 30, 2023, Renew, an affiliated entity of Simplify and a principal stockholder, and BRF, an affiliate of the Sellers, entered into a securities purchase and assignment agreement (the “Debt Purchase Agreement”), pursuant to which BRF sold and assigned to Renew all of BRF’s rights, duties, liabilities and obligations pursuant to the Note Purchase Agreement, as amended, and the Notes purchased thereunder and the collateral securing such Notes on December 1, 2023 (further details are provided under the heading Arena Loan Agreement 110,691 As of November 30, 2023, Daniel Shribman, Chief Investment Officer of BRF, and Todd Sims, President of B. Riley Venture Capital, a subsidiary of BRF, resigned as members of the Board of the Company. For the years ended December 31, 2023 and 2022, the Company paid in cash interest of $ 9,068 7,132 For the year ended December 31, 2023, the Company incurred interest of $ 2,797 2,797 On March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 1,009,021 3,915 3.88 On August 10, 2023, the Series H Preferred Stock automatically converted into shares of the Company’s common stock at the conversion price of $ 7.26 134,550 On August 31, 2023, September 29, 2023 and November 27, 2023, in connection with the 2023 Notes, BRF, an affiliated entity of B. Riley, a former principal stockholder, issued $ 5,000 1,000 2,000 357 The Company entered into transactions with B. Riley, a former principal stockholder, where it borrowed funds under the 2022 Bridge Notes of $ 36,000 For the year ended December 31, 2022, the Company had certain transactions with B. Riley, a former principal stockholder, where it paid fees associated with the common stock public offering totaling $ 2,440 Registered Direct Offering On March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 317,518 1,232 3.88 64,000 248 32,000 32,000 195,529 759 25,773 100 25,773 100 6,443 25 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, Inc., including Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of 764 88.00 67 269 3,056 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 27. Commitments and Contingencies Claims and Litigation Legal Contingencies In connection with the Athlon working capital adjustment (as previously disclosed in Note 4), the Company prepared the working capital adjustment. The sellers are challenging the Company’s adjustments and both parties have agreed to a standstill and tolling agreement while the adjustments are being reviewed and discussed. The amount due from this challenge, if any, is not estimatable as of the issuance date of these consolidated financial statements. Royalty Fees 15,000 Sports Illustrated Licensing Termination Rights |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
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. Arena Loan Agreement On January 5, 2024, as part of negotiations with Renew, in connection with the Company’s failure on December 29, 2023 to make the interest payment due on the Arena Loan Agreement, dated December 15, 2022 held by Renew (the “Arena Notes”) in the amount of $ 2,797 110,691 On March 27, 2024, the forbearance period was extended through the earlier of the following: (a) April 30, 2024 ; (b) the occurrence of the closing of the Business Combination (as further described below) and (c) the termination of the Business Combination prior to closing. Sports Illustrated License Termination Rights On January 2, 2024, the Company failed to make a quarterly payment due to ABG, pursuant to the Licensing Agreement, of $ 3,750 45,000 ABG Warrants On January 2, 2024, in connection with the ABG Default, the Performance-Based Warrants totaling 599,724 Resignation and Appointments On January 3, 2024, the Board appointed Jason Frankl as Chief Business Transformation Officer of the Company, effective immediately, reporting directly to the Board. On January 4, 2024, the Board accepted the resignation of Manoj Bhargava from his position as interim Chief Executive Officer effective immediately. On January 19, 2024, the Company accepted the resignation of Ross Levinsohn, the Company’s former Chief Executive Officer and Chairman of the Board. On January 23, 2024, the Board appointed Jason Frankl as interim President of the Company, effective immediately, reporting directly to the Board. On January 23, 2024, the Board appointed Cavitt Randall as Chairman of the Board, effective immediately. On February 9, 2024, the Board appointed Cavitt Randall as the Company’s Chief Executive Officer, effective February 13, 2024. On February 16, 2024, the Board appointed Manoj Bhargava as the Company’s Co-President, effective immediately. Business Combination On February 9, 2024, New Arena Holdco, Inc. (“New Arena”), a wholly owned subsidiary of the Company, filed a Registration Statement on Form S-4 (File No. 333-276999) with the SEC in connection with the Business Combination Agreement by and among the Company, Simplify, Bridge Media Networks, LLC (“Bridge Media”), New Arena and the other parties dated November 5, 2023, as amended on December 1, 2023 (the “Transaction Agreement”), that provides for the Company to combine its operations with those of Bridge Media, a wholly owned subsidiary of Simplify by way of a series of mergers with and among New Arena (the “Mergers”), subject to customary conditions, including the approval by the Company’s shareholders and certain regulatory approvals. Immediately following the Mergers, the Transaction Agreement provides for: (i) the purchase by The Hans Foundation USA, a nonprofit nonstock corporation (the “Hans Foundation”) of 25,000 0.0001 1,000.00 25,000 5,000,000 0.0001 5.00 25,000 20,000 3.86 60,000 1.5 Immediately following the closing, (i) Simplify will own approximately 79 0.0001 6 Common Stock Private Placement On February 14, 2024, the Company entered into a subscription agreement (the “Subscription Agreement”) with Simplify, pursuant to which the Company agreed to sell and issue to Simplify in a private placement (the “Private Placement”) an aggregate of 5,555,555 0.01 2.16 12,000 54.5 Arena Credit Agreement Default The Arena Notes Default created an event of cross-default under the Arena Credit Agreement with SLR (the “SLR Default”), resulting in SLR no longer providing for any additional funding under the debt, while paying down the debt with payments received from the Company’s customers in accordance with the terms of the agreement. The Company has refinanced the line of credit with a new credit facility with Simplify (as described below under the heading Simplify Loan Fexy Put Option On February 15, 2024, in connection with the contingent consideration related to the acquisition of Fexy Studios, the Company agreed to pay the amount due of $ 2,478 620 (i) $2,225 pursuant to the put option where the Company gave the recipients of the contingent consideration a right to put their 274,692 shares of the Company’s common stock; (ii) $200 deferred payment due under the purchase agreement; and (iii) $53 in other costs and reimbursable transition expenses payable. Simplify Loan On March 13, 2024, the Company entered into a working capital loan with Simplify (the “Simplify Loan”), pursuant to which the Company has available up to $ 25,000 10 7,748 3,448 Legal Contingencies On January 30, 2024, the former President of Media filed an action against the Company and Manoj Bhargava, alleging claims for breach of contract, failure to pay wages and defamation, among other things, in the United States District Court of the Southern District of New York, and seeking damages in an unspecified amount. The Company believes that it has strong defenses to these claims and intends to vigorously defend itself and the allegations made in this lawsuit. On March 21, 2024, the former CEO and Chairman of the Board filed an action against the Company, members of the Board of directors and Simplify, alleging claims for retaliation, breach of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking damages in an amount of $ 20,000 Common Stock From January 1, 2024 through the date these consolidated financial statements were issued, the Company issued 378,292 36,608 256,853 84,831 Compensation Plans From January 1, 2024 through the date these consolidated financial statements were issued, the Company granted common stock options and restricted stock units totaling 22,843 222,396 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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, The Spun and Parade. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include: reserves for bad debt; capitalization of platform development and associated useful lives; goodwill and other acquired intangible assets and associated useful lives; assumptions used in accruals for potential liabilities; revenue recognition and estimates of standalone selling price of performance obligations for revenue contracts with multiple performance obligations; stock-based compensation and the determination of the fair value; valuation allowances for deferred tax assets and uncertain tax positions; accounting for business combinations; and assumptions used to calculate contingent liabilities. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions in the United States 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 United States 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. Uncertainty in the global economy presents significant risks to the Company’s business. Increases in inflation, rising interest rates, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto, and the remaining effects of the COVID-19 pandemic may have an adverse effect on the Company’s business. While the Company is closely monitoring the impact of the current macroeconomic conditions on all aspects of its business, the ultimate extent of the impact on its business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of the Company’s control and could exist for an extended period of time. As a result, the Company is subject to continuing risks and uncertainties. Effective December 1, 2023, 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”) that was instrumental in providing investment banking services to the Company and in raising debt and equity capital for the Company, and Renew Group Private Limited (“Renew”) entered into agreement where Renew purchased $ 110,691 in aggregate principal amount of the notes outstanding with B. Riley, including the 2023 Notes (as described in Note 18), Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (as described in Note 19), which constitute all of the notes outstanding with B. Riley and also assumed the role of agent under the Note Purchase Agreement, as further described in Note 26. The indirect owner of Renew also has an indirect non-controlling interest in Simplify Inventions, LLC (“Simplify”), a principal stockholder (as further described in Note 26). |
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 (the “CODM”) of the Company reviews specific financial and operational 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 CODM does not review specific financial or operational data on a disaggregated basis or by aggregating operating segments into one reportable segment. 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 and Syndication Revenue Content licensing-based revenues and syndication 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 and Syndication – 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, 2023 and 2022, a subscription refund liability of $ 449 845 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 2023 2022 Years Ended December 31, 2023 2022 Revenue by category: Digital revenue Digital advertising $ 135,376 $ 109,317 Digital subscriptions 12,764 21,156 Licensing and syndication revenue 18,482 18,173 Other digital revenue 5,384 1,166 Total digital revenue 172,006 149,812 Print revenue Print advertising 9,881 10,214 Print subscriptions 62,316 60,909 Total print revenue 72,197 71,123 Total revenue $ 244,203 $ 220,935 Revenue by geographical market: United States $ 234,012 $ 218,110 Other 10,191 2,825 Total revenue $ 244,203 $ 220,935 Revenue by timing of recognition: At point in time $ 231,439 $ 199,779 Over time 12,764 21,156 Total revenue $ 244,203 $ 220,935 |
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; fees paid for data analytics and to other outside service providers; and stock-based compensation of related personnel (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 (further details are provided under the heading Subscription Acquisition Costs The following table provides information about contract balances: Schedule of Contract with Customer, Asset and Liability 2023 2022 As of December 31, 2023 2022 Unearned revenue (short-term contract liabilities): Digital revenue $ 14,397 $ 18,571 Print revenue 45,389 40,132 Total short-term contract liabilities $ 59,786 $ 58,703 Unearned revenue (long-term contract liabilities): Digital revenue $ 542 $ 1,118 Print revenue 10,137 18,583 Total long-term contract liabilities $ 10,679 $ 19,701 Unearned Revenue 68,985 During January 2020, February 2020 and December 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, 2023 and 2022, the Company recognized revenue of $ 554 2,986 |
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, 2023 and 2022, 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 2023 2022 As of December 31, 2023 2022 Cash and cash equivalents $ 9,284 $ 13,871 Restricted cash - 502 Total cash, cash equivalents, and restricted cash $ 9,284 $ 14,373 As of December 31, 2023 and 2022, the Company had restricted cash of $ 0 502 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts 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 have been reduced by an allowance for doubtful accounts. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. Accounts receivable as of December 31, 2023 and 2022 of $ 44,811 33,950 The following table summarizes the allowance for doubtful accounts activity: Schedule of Allowance For Doubtful Accounts 2023 2022 Years Ended of December 31, 2023 2022 Allowance for doubtful accounts beginning of year $ 2,236 $ 1,578 Additions 315 658 Deductions - write-offs (1,570 ) - Allowance for doubtful accounts end of year $ 981 $ 2,236 |
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 the Company 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 costs of obtaining a contract with a customer and, therefore, meet the capitalization criteria. The Company has elected to apply the practical expedient to amortize these costs at the portfolio level. The sales commissions paid to third party agents are amortized as the magazines are sent to the subscriber on an issue-by-issue basis. The Company determined that commissions paid for subscriber renewal contracts to all third party agents are not from a specifically anticipated future contract, therefore, the commissions paid on renewals are amortized as the magazines are sent to the subscriber over the renewal term on an issue-by-issue basis. Direct mail costs for renewal subscriptions are expensed as incurred since they do not meet the capitalization criteria. Amortization of subscription acquisition costs of $ 38,112 37,190 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. The current portion of the subscription acquisition costs as of December 31, 2023 and 2022 was $ 29,706 25,931 7,215 14,133 29,706 7,215 |
Concentrations | Concentrations Significant Customers Revenue from significant customers as a percentage of the Company’s total revenue represent approximately 10.0% 13.9 Significant Vendors Significant accounts payable balances as a percentage of the Company’s total accounts payable represent 12.2 14.1 |
Leases | Leases The Company has lease arrangements for 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. Maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included on the consolidated statements 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 |
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 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 revenue 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 Intangible assets 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. Intangible assets with an indefinite useful life are not 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. |
Debt Costs | Debt Costs Debt costs consist of cash and noncash consideration paid to lenders and third parties with respect to debt and other financing transactions, including legal fees and placement fees. Such costs are deferred and amortized over the term of the related debt. Upon the settlement of debt the pro rata portion of any related unamortized debt costs are charged to operations. Additional consideration in the form of warrants and other derivative financial instruments issued to lenders are 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 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 of the debt the pro rata portion of any related unamortized debt cost is charged to operations. |
Liquidated Damages | Liquidated Damages The Company incurred liquidated damages when: (i) a registration rights agreement provides for damages if the Company does not register the shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”), which, in general, provides for a cash payment equal to 1.0% per month of the amount invested, on a daily pro rata basis for any portion of a month, as partial liquidated damages per month, upon the occurrence of certain events, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at the rate of 1.0% per month until paid in full; and (ii) a securities purchase agreement provides for damages if the Company fails for any reason to satisfy a public information requirement within the requisite time frame with the Securities and Exchange Commission (“SEC”) (the “Public Information Failure Damages”), which, in general, provides for 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. |
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, and print and digital advertising that are expensed when an advertisement takes place. During the years ended December 31, 2023 and 2022, the Company incurred advertising expenses of $ 4,372 5,987 |
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 settleable in the Company’s equity securities, including the put option on the Company’s common stock, to be designated as an equity instrument, generally as a liability. A contract so designated is carried at fair value on the consolidated balance sheets, with any changes in fair value recorded as a gain or loss on the consolidated statements of operations, with no impact on cash flows. At the date of settlement of a freestanding equity contract, the pro rata fair value of the related 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 year ended December 31, 2022) (further details are provided under the headings Publisher Partner Warrants New 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 period. The fair value measurement of stock 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 were 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). Estimated volatility was determined under the (1) “Probability Weighted Scenarios” (prior to the reverse stock split on February 8, 2022) where one scenario 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”) where the estimated volatility was based on evaluating the average historical volatility of a group of peer companies that are publicly traded and the second scenario 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”) where the historical volatility of the Company’s common stock was evaluated based upon market comparisons; and the (2) “Up-list Scenario” (after the reverse stock split on February 8, 2022) where the Company estimated volatility based on evaluating the average historical volatility of a group of peer companies that are publicly traded after the Company up-listed to the NYSE American. 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 Company has elected to recognize forfeitures as they occur and to recognize stock-based compensation cost on a straight-line basis over the total requisite service period for awards with graded vesting. 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 restrictions expire, the shares are no longer forfeitable, and are thus vested. Restricted stock units are included in the computation of basic loss per common share only when the 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. 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 loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive. Schedule of Net Income (Loss) Per Common Share As of December 31, 2023 2022 Series G Preferred Stock 8,582 8,582 Series H Preferred Stock - 1,981,128 Financing Warrants - 107,956 ABG Warrants 999,540 999,540 AllHipHop Warrants 5,682 5,682 Publisher Partner Warrants 9,800 4,154 Restricted stock awards - 97,403 Restricted stock units 199,267 994,766 Common stock options 5,451,968 6,199,521 Total 6,674,839 10,398,732 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Standards In March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments-Credit Losses(Topic 326): Troubled Debt Restructurings and Vintage Disclosures, Recently Issued Accounting Standards In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative In December 2023, the FASB issued ASU 2023-09, Income Taxes 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, 2023 | |
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 2023 2022 Years Ended December 31, 2023 2022 Revenue by category: Digital revenue Digital advertising $ 135,376 $ 109,317 Digital subscriptions 12,764 21,156 Licensing and syndication revenue 18,482 18,173 Other digital revenue 5,384 1,166 Total digital revenue 172,006 149,812 Print revenue Print advertising 9,881 10,214 Print subscriptions 62,316 60,909 Total print revenue 72,197 71,123 Total revenue $ 244,203 $ 220,935 Revenue by geographical market: United States $ 234,012 $ 218,110 Other 10,191 2,825 Total revenue $ 244,203 $ 220,935 Revenue by timing of recognition: At point in time $ 231,439 $ 199,779 Over time 12,764 21,156 Total revenue $ 244,203 $ 220,935 |
Schedule of Contract with Customer, Asset and Liability | The following table provides information about contract balances: Schedule of Contract with Customer, Asset and Liability 2023 2022 As of December 31, 2023 2022 Unearned revenue (short-term contract liabilities): Digital revenue $ 14,397 $ 18,571 Print revenue 45,389 40,132 Total short-term contract liabilities $ 59,786 $ 58,703 Unearned revenue (long-term contract liabilities): Digital revenue $ 542 $ 1,118 Print revenue 10,137 18,583 Total long-term contract liabilities $ 10,679 $ 19,701 |
Schedule of Cash and Restricted Cash | The following table reconciles total cash, cash equivalents, and restricted cash: Schedule of Cash and Restricted Cash 2023 2022 As of December 31, 2023 2022 Cash and cash equivalents $ 9,284 $ 13,871 Restricted cash - 502 Total cash, cash equivalents, and restricted cash $ 9,284 $ 14,373 |
Schedule of Allowance For Doubtful Accounts | The following table summarizes the allowance for doubtful accounts activity: Schedule of Allowance For Doubtful Accounts 2023 2022 Years Ended of December 31, 2023 2022 Allowance for doubtful accounts beginning of year $ 2,236 $ 1,578 Additions 315 658 Deductions - write-offs (1,570 ) - Allowance for doubtful accounts end of year $ 981 $ 2,236 |
Schedule of Depreciation and Amortization, Useful Lives of Assets | Schedule of Depreciation and Amortization, Useful Lives of Assets Office equipment and computers 1 3 Furniture and fixtures 1 5 |
Schedule of Net Income (Loss) Per Common Share | Schedule of Net Income (Loss) Per Common Share As of December 31, 2023 2022 Series G Preferred Stock 8,582 8,582 Series H Preferred Stock - 1,981,128 Financing Warrants - 107,956 ABG Warrants 999,540 999,540 AllHipHop Warrants 5,682 5,682 Publisher Partner Warrants 9,800 4,154 Restricted stock awards - 97,403 Restricted stock units 199,267 994,766 Common stock options 5,451,968 6,199,521 Total 6,674,839 10,398,732 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations | |
Schedule of Discontinued Operations | The table below sets forth the loss from discontinued operations for the period from April 1, 2022 to December 31, 2022: Schedule of Discontinued Operations Revenue $ 26,817 Cost of revenue 23,015 Gross profit 3,802 Operating expense Selling and marketing 5,396 General and administrative 1,722 Loss on impairment of assets 209 Total operating expenses 7,327 Loss from discontinued operations (3,525 ) Income tax benefit 55 Net loss from discontinued operations $ (3,470 ) |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Asset Acquisition [Line Items] | |
Schedule of Supplemental Proforma Information | The following table summarizes the results of continuing operations of the Parade acquisition from the acquisition date included in the consolidated results of continuing operations and the unaudited pro forma results of continuing operations of the combined entity had the date of the acquisition been January 1, 2022: Schedule of Supplemental Proforma Information Year Ended Parade continuing operations from acquisition date of April 1, 2022 (unaudited): Revenue $ 40,071 Net loss (2,494 ) Combined entity continuing operations supplemental pro forma information had the acquisition date been January 1, 2022 (unaudited): Revenue: Parade $ 55,981 Arena 207,681 Total continuing operations supplemental pro forma revenue $ 263,662 Net loss: Parade $ (3,070 ) Arena (67,788 ) Adjustments (1,940 ) Total continuing operations supplemental pro forma net loss $ (72,798 ) |
Schedule of Preliminary Price Allocation | 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: Schedule of Preliminary Price Allocation Lease deposit receivable $ 420 Advertiser relationships 6,860 Brand names 6,090 Goodwill 18,384 Unearned revenue (3,941 ) Subscription refund liability (137 ) Assumed lease obligation (2,676 ) Net assets acquired $ 25,000 |
Athlon Holdings Inc [Member] | |
Asset Acquisition [Line Items] | |
Schedule of Composition of Purchase Price | The composition of the purchase price is as follows: Schedule of Composition of Purchase Price Cash $ 12,085 Common stock 3,141 Deferred cash payments, as discounted 628 Total purchase consideration $ 15,854 |
Summary of Purchase Price Allocation | 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 Purchase Price Allocation Cash $ 2,604 Accounts receivable 10,855 Other current assets 1,337 Equity investment 2,450 Fixed assets 108 Digital content 355 Advertiser relationships 6,202 Trade names 2,261 Goodwill 2,587 Accounts payable (7,416 ) Accrued expenses and other (2,440 ) Unearned revenue (1,203 ) Other long-term liabilities (543 ) Deferred tax liabilities (1,303 ) Net assets acquired $ 15,854 |
Fexy Studios [Member] | |
Asset Acquisition [Line Items] | |
Schedule of Composition Preliminary Assets Purchase Price | The composition of the purchase price is as follows: Schedule of Composition Preliminary Assets Purchase Price Cash $ 500 Common stock 2,000 Contingent consideration 561 Deferred cash payments, as discounted 246 Total purchase consideration $ 3,307 |
Summary of Preliminary Assets Purchase Price Allocation | 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 Preliminary Assets Purchase Price Allocation Advertiser relationships $ 663 Brand names 659 Goodwill 1,985 Net assets acquired $ 3,307 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 As of December 31, 2023 2022 Prepaid expenses $ 2,946 $ 2,321 Prepaid supplies 773 927 Refundable income and franchise taxes 157 957 Unamortized debt costs 209 216 Employee retention credits 2,468 - Other receivables 45 20 Total prepayments and other current assets $ 6,598 $ 4,441 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are summarized as follows: Schedule of Property and Equipment 2023 2022 As of December 31, 2023 2022 Office equipment and computers $ 1,744 $ 1,744 Furniture and fixtures 166 240 Gross property and equipment 1,910 1,984 Less accumulated depreciation and amortization (1,582 ) (1,249 ) Net property and equipment $ 328 $ 735 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Supplemental Information Related to Operating Leases | The table below presents supplemental information related to the operating lease: Schedule of Supplemental Information Related to Operating Leases As of December 31, 2023 2022 Operating lease costs during the year (1) $ 1,052 $ 969 Cash payments included in the measurement of operating lease liability during the year 486 469 Weighted-average remaining lease term (in years) as of year-end 0.75 1.75 Weighted-average discount rate during the year 9.90 % 9.90 % (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 2023 2022 As of December 31, 2023 2022 Operating lease costs: General and administrative 1,344 1,187 Total operating costs ( 1 1,344 1,187 Less sublease income (292 ) (218 ) Total operating lease costs $ 1,052 $ 969 (1) Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the years ended December 31, 2023 and 2022 of $ 620 668 396 320 |
Summary of Maturity of Lease Liabilities | Maturities of the operating lease liability as of December 31, 2023 are summarized as follows: Summary of Maturity of Lease Liabilities Minimum lease payments - 2024 $ 373 Less imputed interest (15 ) Present value of operating lease liability $ 358 Current portion of operating lease liability $ 358 Long-term portion of operating lease liability - Total operating lease liability $ 358 |
Platform Development (Tables)
Platform Development (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Platform Development | |
Summary of Platform Development Costs | Platform development costs are summarized as follows: Summary of Platform Development Costs 2023 2022 As of December 31, 2023 2022 Platform development $ 26,054 $ 21,493 Less accumulated amortization (17,331 ) (11,163 ) Net platform development $ 8,723 $ 10,330 |
Summary of Platform Development Cost Activity | A summary of platform development activity is as follows: Summary of Platform Development Cost Activity As of December 31, 2023 2022 Platform development beginning of year $ 21,493 $ 21,997 Payroll-based costs capitalized 3,773 5,179 Less dispositions (164 ) (7,357 ) Total capitalized payroll-based costs 25,102 19,819 Stock-based compensation 1,016 1,884 Impairments (64 ) (210 ) Platform development end of year $ 26,054 $ 21,493 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following: Schedule of Intangible Assets Subject to Amortization As of December 31, 2023 As of December 31, 2022 Weighted Carrying Accumulated Net Carrying Accumulated Net Developed technology 4.70 $ 17,333 $ (17,333 ) $ - $ 17,333 $ (14,883 ) $ 2,450 Trade name 16.10 5,181 (1,547 ) 3,634 5,380 (1,180 ) 4,200 Brand name 9.70 12,774 (2,374 ) 10,400 12,115 (908 ) 11,207 Subscriber relationships 5.10 73,459 (61,654 ) 11,805 73,459 (47,146 ) 26,313 Advertiser relationships 10.20 15,182 (2,832 ) 12,350 15,302 (1,368 ) 13,934 Database 3.00 2,397 (2,171 ) 226 2,397 (1,753 ) 644 Digital content 2.00 355 (311 ) 44 355 (133 ) 222 Total intangible assets $ 126,681 $ (88,222 ) $ 38,459 $ 126,341 $ (67,371 ) $ 58,970 |
Schedule of Future Estimated Amortization expense 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, 2023 is as follows: Schedule of Future Estimated Amortization expense For Intangible Assets Years Ending December 31, 2024 $ 14,544 2025 3,427 2026 3,214 2027 3,214 2028 2,964 Thereafter 11,096 Intangible assets ,net $ 38,459 |
Other Long-Term Assets (Tables)
Other Long-Term Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | Other assets are summarized as follows: Summary of Other Assets 2023 2022 As of December 31, 2023 2022 Security deposit $ 420 $ 420 Other receivables 90 - Prepaid insurance 284 504 Unamortized debt cost 209 216 Total other assets $ 1,003 $ 1,140 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Value of Goodwill | The changes in carrying value of goodwill are as follows: Schedule of Changes in Carrying Value of Goodwill 2023 2022 As of December 31, 2023 2022 Carrying value at beginning of year $ 39,344 $ 19,619 Goodwill acquired in acquisition of Parade - 2,587 Goodwill acquired in acquisition of Men’s Journal 1,246 17,138 Goodwill acquired in acquisition of Fexy Studios 1,985 - Loss on impairment - - Carrying value at end of year $ 42,575 $ 39,344 |
Accrued Expenses and Other (Tab
Accrued Expenses and Other (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other are summarized as follows: Schedule of Accrued Expenses 2023 2022 As of December 31, 2023 2022 General accrued expenses $ 6,486 $ 6,339 Accrued payroll and related taxes 5,448 5,221 Accrued publisher expenses 7,596 4,911 Accrued interest 3,824 - Liabilities in connection with acquisitions and dispositions 1,119 1,123 Assumed lease liability 1,328 - Lease termination liability 4,481 4,753 Other accrued expenses 489 755 Total accrued expenses and other $ 30,771 $ 23,102 |
Liquidated Damages Payable (Tab
Liquidated Damages Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Liquidated Damages Payable | |
Summary of Liquidated Damages | Obligations with respect to the liquidated damages payable are summarized as follows: Summary of Liquidated Damages As of December 31, 2023 Registration Public Accrued Balance MDB common stock to be issued ( 1 $ 15 $ - $ - $ 15 Series H convertible preferred stock 565 574 659 1,798 Convertible debentures (2) - 144 72 216 Series J convertible preferred stock ( 2 152 152 129 433 Series K convertible preferred stock ( 2 166 70 226 462 Total $ 898 $ 940 $ 1,086 $ 2,924 (1) Shares of common stock issuable to MDB Capital Group, LLC (“MDB”) (see Common Stock to be Issued (2) Represents previously issued and converted debt or equity securities. As of December 31, 2022 Registration Public Accrued Balance MDB common stock to be issued (1) $ 15 $ - $ - $ 15 Series H Preferred Stock 618 626 570 1,814 Convertible debentures ( 2 - 704 280 984 Series J convertible preferred stock ( 2 932 932 525 2,389 Series K convertible preferred stock ( 2 437 478 220 1,135 Total $ 2,002 $ 2,740 $ 1,595 $ 6,337 (1) Shares of common stock issuable to MDB. (2) Represents previously issued and converted debt or equity securities. |
Other Long-term Liabilities (Ta
Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Long-term Liabilities | |
Schedule of Other long- term liabilities | Other long-term liabilities consisted of the following: Schedule of Other long- term liabilities 2023 2022 As of December 31, 2023 2022 Lease termination liability $ - $ 3,621 Assumed lease liability 350 1,486 Other 56 200 Total other long-term liabilities $ 406 $ 5,307 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 Fair Value Quoted Prices Significant Significant Contingent consideration $ 1,571 $ - $ 1,571 $ - As of December 31, 2022 Fair Value Quoted Prices Significant Significant Senior Secured Notes $ 61,787 $ - $ 61,787 $ - |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | The following table summarizes the debt: Schedule of long term debt As of December 31, 2023 As of December 31, 2022 Principal Unamortized Carrying Principal Unamortized Carrying Senior Secured Notes, effective interest rate of 10.1% as of December 31, 2023, as amended, matures December 31, 2026, subject to acceleration $ 62,691 $ (272 ) $ 62,419 $ 62,691 $ (904 ) $ 61,787 Senior Secured Notes, effective interest rate of 10.1 $ 62,691 $ (272 ) $ 62,419 $ 62,691 $ (904 ) $ 61,787 Delayed Draw Term Notes, effective interest rate of 10.2 4,000 (31 ) 3,969 4,000 (103 ) 3,897 2022 Bridge Notes, effective interest rate of 10.2 36,000 (79 ) 35,921 - - - Total $ 102,691 $ (382 ) $ 102,309 $ 66,691 $ (1,007 ) $ 65,684 |
Summary of Interest Expense | The following table represents interest expense: Summary of Interest Expense 2023 2022 Years Ended December 31, 2023 2022 Amortization of debt costs: Line of credit $ 214 $ 9 2023 Notes 244 - Senior Secured Notes 632 1,031 Delayed Draw Term Notes 72 464 2022 Bridge Notes 1,216 77 Total amortization of debt costs 2,378 1,581 Noncash and accrued interest: 2023 Notes 173 - Senior Secured Notes 1,602 - Delayed Draw Term Notes 102 - 2022 Bridge Notes 920 - Line of credit termination fee 900 - Parade - 116 Other accrued interest 127 204 Total noncash and accrued interest 3,824 320 Cash paid interest: Line of credit 2,023 1,328 2023 Notes 44 - Senior Secured Notes 4,754 6,356 Delayed Draw Term Notes 303 980 2022 Bridge Notes 3,763 - Other 1,214 863 Total cash paid interest 12,101 9,527 Less interest income (1) (338 ) - Total interest expense $ 17,965 $ 11,428 (1) During the year ended December 31, 2023, the Company recorded interest income of $ 338 |
Stockholders_ Deficiency (Table
Stockholders’ Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Restricted Stock Award Activity | A summary of the restricted stock award activity during the year ended December 31, 2023 is as follows: Summary of Restricted Stock Award Activity Number of Weighted Average Fair Value Restricted stock awards outstanding at January 1, 2023 97,403 $ 16.94 Vested (97,403 ) (16.94 ) Restricted stock awards outstanding at December 31, 2023 - |
Summary of Warrant Activity | A summary of the Financing Warrants activity during the year ended December 31, 2023 is as follows: Summary of Warrant Activity Weighted Average Weighted Remaining Average Contractual Number of Exercise Life Shares Price (in Years) Financing Warrants outstanding at January 1, 2023 107,956 $ 10.61 0.58 Expired (107,956 ) 10.61 Financing Warrants outstanding at December 31, 2023 - - |
Stock_Based Compensation (Table
Stock–Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Unrecognized Compensation Expense | Unrecognized compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2023 was as follows: Schedule of Unrecognized Compensation Expense As of December 31, 2023 Restricted Common ABG Warrants Totals Unrecognized compensation expense $ 1,191 $ 4,192 $ 26 $ 5,409 Weighted average period expected to be recognized (in years) 1.84 1.33 2.01 1.45 |
New 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 New Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2023. Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) $ 5.30 6,800 - $ 10.56 3,000 1,084 9,800 1,084 |
Schedule of Warrants Activity | A summary of the New Publisher Partner Warrants activity during the year ended December 31, 2023 is as follows: Schedule of Warrants Activity Weighted Average Weighted Remaining Average Contractual Number of Exercise Life Shares Price (in Years) New Publisher Partner Warrants outstanding at January 1, 2023 - $ - - Granted 9,800 6.91 - New Publisher Partner Warrants outstanding at December 31, 2023 9,800 6.91 4.15 New Publisher Partner Warrants exercisable at December 31, 2023 1,084 10.56 3.92 New Publisher Partner Warrants not vested at December 31, 2023 8,716 New Publisher Partner Warrants available for future grants at December 31, 2023 23,000 |
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, 2023. Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Exercisable Price (Shares) (Shares) $ 9.24 749,655 299,862 $ 18.48 249,885 99,954 999,540 399,816 |
Schedule of Warrants Activity | A summary of the ABG Warrant activity during the year ended December 31, 2023 is as follows: Schedule of Warrants Activity Number of Shares Weighted Weighted Unvested Vested Exercise Price (in years) ABG Warrants outstanding at January 1, 2023 599,724 399,816 $ 11.55 6.46 Vested - - ABG Warrants outstanding at December 31, 2023 599,724 399,816 11.55 5.46 |
Summary of Stock-based Compensation | Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2023 and 2022 are summarized as follows: Summary of Stock-based Compensation Year Ended December 31, 2023 Restricted Common ABG Warrants Totals Cost of revenue $ 2,092 4,460 10 $ 6,562 Selling and marketing 257 1,402 - 1,659 General and administrative 6,372 3,457 1,010 10,839 Total costs charged to operations 8,721 9,319 1,020 19,060 Capitalized platform development - 1,016 - 1,016 Total stock-based compensation $ 8,721 10,335 1,020 $ 20,076 Year Ended December 31, 2022 Restricted Common ABG Warrants Totals Cost of revenue $ 3,730 $ 6,505 $ - $ 10,235 Selling and marketing 270 2,502 - 2,772 General and administrative 9,067 7,776 1,495 18,338 Total costs charged to operations 13,067 16,783 1,495 31,345 Capitalized platform development - 1,884 - 1,884 Total stock-based compensation $ 13,067 $ 18,667 $ 1,495 $ 33,229 |
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 year ended December 31, 2023 is as follows: Schedule of Restricted Stock Units Activity Number of Shares Weighted Unvested Vested Fair Value Restricted stock units outstanding at January 1, 2023 994,766 397,376 $ 15.44 Granted 148,970 - 5.77 Vested (645,023 ) 645,023 Released - (429,528 ) Cancelled (299,446 ) - Restricted stock units outstanding at December 31, 2023 199,267 612,871 13.55 |
Common Equity Awards [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Fair Value of Stock Options Assumptions | Schedule of Fair Value of Stock Options Assumptions Years Ended December 31, 2023 2022 Up-list Up-list No Up-list Risk-free interest rate 3.46 4.82 % 0.97 4.36 % 0.97 1.44 % Expected dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 46.43 47.27 % 42.00 82.00 % 82.00 137.00 % Expected life 6 3.0 6.0 3.0 6.0 |
Summary of Stock Option Activity | A summary of the common stock option activity during the year ended December 31, 2023 is as follows: Summary of Stock Option Activity Weighted Average Weighted Remaining Average Contractual Number of Exercise Life Shares Price (in Years) Common stock options outstanding at January 1, 2023 6,199,521 $ 15.26 8.20 Granted 287,993 4.22 Exercised (6,927 ) 8.82 Forfeited (449,333 ) 9.70 Expired (579,286 ) 9.38 Common stock options outstanding at December 31, 2023 5,451,968 9.56 4.43 Common stock options exercisable at December 31, 2023 4,049,393 9.64 5.06 Common stock options not vested at December 31, 2023 1,402,575 Common stock options available for future grants at December 31, 2023 (1) 542,847 (1) Common stock available for future issuance under the 2022 Plan represent 1,800,000 1,066,597 190,556 |
Common Stock Awards [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 common stock options outstanding and exercisable are as follows as of December 31, 2023: Schedule of Exercise Prices of Common Stock Options Exercise Outstanding Vested Price (Shares) (Shares) $ 2.48 10.50 4,318,901 3,308,790 $ 10.51 15.52 1,062,379 670,956 $ 15.53 20.54 9,091 9,091 $ 20.55 25.56 25,683 24,642 $ 25.57 30.58 910 910 $ 30.59 35.60 4,320 4,320 $ 35.61 40.62 2,728 2,728 $ 40.63 48.40 27,956 27,956 5,451,968 4,049,393 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes | The components of the (provision) benefit for income taxes consist of the following: Schedule of Income Taxes 2023 2022 Years Ended December 31, 2023 2022 Current tax (provision) benefit: Federal $ - $ - State and local (88 ) (77 ) Total current tax (provision) benefit (88 ) (77 ) Deferred tax (provision) benefit: Federal (57 ) 985 State and local (77 ) 155 Total deferred tax (provision) benefit (134 ) 1,140 Total income tax (provision) benefit $ (222 ) $ 1,063 |
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 2023 2022 As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 52,353 $ 51,023 Interest limitation carryforward 10,028 5,444 Tax credit carryforwards 264 264 Allowance for doubtful accounts 388 757 Accrued expenses and other 891 1,340 Lease termination 1,017 1,869 Liquidated damages 794 1,717 Unearned revenue 5,148 3,744 Stock-based compensation 7,229 6,931 Operating lease liability 58 118 Depreciation and amortization 4,146 3,706 Deferred tax assets 82,316 76,913 Valuation allowance (76,367 ) (65,406 ) Total deferred tax assets 5,949 11,507 Deferred tax liabilities: Acquisition-related intangibles (6,548 ) (11,972 ) Total deferred tax liabilities (6,548 ) (11,972 ) Net deferred tax liabilities $ (599 ) $ (465 ) |
Schedule of Tax Benefit and Effective Income Tax | The provision (benefit) for income taxes on the statements 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, 2023 2022 Amount Percent Amount Percent Federal benefit expected at statutory rate $ (11,626 ) 21.0 % $ (14,375 ) 21.0 % State and local taxes, net of federal benefit (2,526 ) 4.6 % (3,429 ) 5.0 % Stock-based compensation 3,472 -6.3 % 3,894 -5.7 % Unearned revenue (562 ) 1.0 % (696 ) 1.0 % Interest expense 62 -0.1 % 56 -0.1 % Gain upon debt extinguishment - 0.0 % (760 ) 0.0 % Other differences, net 678 -1.2 % (997 ) 1.6 % Valuation allowance 10,961 -19.8 % 14,959 -21.9 % Other permanent differences (237 ) 0.4 % 285 -0.4 % Income tax provision (benefit) and effective income tax rate $ 222 -0.4 % (1,063 ) 1.6 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 08, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | one-for-twenty-two (1-for-22) reverse stock split | ||
Common stock par value | $ 0.01 | $ 0.01 | |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 55,582 | ||
Cash and Cash Equivalents, at Carrying Value | 9,284 | $ 13,871 | |
[custom:WorkingCapitalDeficit-0] | $ 145,622 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Over time | $ 244,203 | $ 220,935 |
Total revenue | 244,203 | 220,935 |
Transferred at Point in Time [Member] | ||
Product Information [Line Items] | ||
Over time | 231,439 | 199,779 |
Total revenue | 231,439 | 199,779 |
Transferred over Time [Member] | ||
Product Information [Line Items] | ||
Over time | 12,764 | 21,156 |
Total revenue | 12,764 | 21,156 |
UNITED STATES | ||
Product Information [Line Items] | ||
Over time | 234,012 | 218,110 |
Total revenue | 234,012 | 218,110 |
Other [Member] | ||
Product Information [Line Items] | ||
Over time | 10,191 | 2,825 |
Total revenue | 10,191 | 2,825 |
Digital Advertising [Member] | ||
Product Information [Line Items] | ||
Over time | 135,376 | 109,317 |
Total revenue | 135,376 | 109,317 |
Digital Subscriptions [Member] | ||
Product Information [Line Items] | ||
Over time | 12,764 | 21,156 |
Total revenue | 12,764 | 21,156 |
Licensing And Syndication Revenue [Member] | ||
Product Information [Line Items] | ||
Over time | 18,482 | 18,173 |
Total revenue | 18,482 | 18,173 |
Product and Service, Other [Member] | ||
Product Information [Line Items] | ||
Over time | 5,384 | 1,166 |
Total revenue | 5,384 | 1,166 |
Digital Revenue [Member] | ||
Product Information [Line Items] | ||
Over time | 172,006 | 149,812 |
Total revenue | 172,006 | 149,812 |
Print Advertising [Member] | ||
Product Information [Line Items] | ||
Over time | 9,881 | 10,214 |
Total revenue | 9,881 | 10,214 |
Print Subscriptions [Member] | ||
Product Information [Line Items] | ||
Over time | 62,316 | 60,909 |
Total revenue | 62,316 | 60,909 |
Print Revenue [Member] | ||
Product Information [Line Items] | ||
Over time | 72,197 | 71,123 |
Total revenue | $ 72,197 | $ 71,123 |
Schedule of Contract with Custo
Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Product Information [Line Items] | ||
Total short-term contract liabilities | $ 59,786 | $ 58,703 |
Total long-term contract liabilities | 10,679 | 19,701 |
Digital Revenue [Member] | ||
Product Information [Line Items] | ||
Total short-term contract liabilities | 14,397 | 18,571 |
Total long-term contract liabilities | 542 | 1,118 |
Print Revenue [Member] | ||
Product Information [Line Items] | ||
Total short-term contract liabilities | 45,389 | 40,132 |
Total long-term contract liabilities | $ 10,137 | $ 18,583 |
Schedule of Cash and Restricted
Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 9,284 | $ 13,871 |
Restricted cash | 502 | |
Total cash, cash equivalents, and restricted cash | $ 9,284 | $ 14,373 |
Schedule of Allowance For Doubt
Schedule of Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts beginning of year | $ 2,236 | $ 1,578 |
Additions | 315 | 658 |
Deductions - write-offs | (1,570) | |
Allowance for doubtful accounts end of year | $ 981 | $ 2,236 |
Schedule of Depreciation and Am
Schedule of Depreciation and Amortization, Useful Lives of Assets (Details) | Dec. 31, 2023 |
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 shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 6,674,839 | 10,398,732 |
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 | 1,981,128 | |
Financing Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 107,956 | |
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 | 5,682 | 5,682 |
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 | 9,800 | 4,154 |
Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 97,403 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 199,267 | 994,766 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 5,451,968 | 6,199,521 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 01, 2023 | |
Product Information [Line Items] | |||
Debt Instrument, Face Amount | $ 110,691,000 | ||
Subscription refund liability | 449,000 | $ 845,000 | |
Contract with customer liability noncurrent | 523,000 | 1,154,000 | |
Contract modification - revenue | 554,000 | 2,986,000 | |
Restricted cash | 502,000 | ||
Accounts receivable | 44,811,000 | 33,950,000 | |
Amortization subscription costs | 38,112,000 | 37,190,000 | |
Subscription acquisition cost | 29,706,000 | 25,931,000 | |
Acquisition cost long term | 7,215,000 | 14,133,000 | |
Subscription acquisition cost current | $ 29,706,000 | 25,931,000 | |
Liquidated damages description | The Company incurred liquidated damages when: (i) a registration rights agreement provides for damages if the Company does not register the shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”), which, in general, provides for a cash payment equal to 1.0% per month of the amount invested, on a daily pro rata basis for any portion of a month, as partial liquidated damages per month, upon the occurrence of certain events, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at the rate of 1.0% per month until paid in full; and (ii) a securities purchase agreement provides for damages if the Company fails for any reason to satisfy a public information requirement within the requisite time frame with the Securities and Exchange Commission (“SEC”) (the “Public Information Failure Damages”), which, in general, provides for 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. | ||
Selling and Marketing Expense [Member] | |||
Product Information [Line Items] | |||
Advertising expense | $ 4,372,000 | $ 5,987,000 | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | |||
Product Information [Line Items] | |||
Percentage of revenue | 10% | 13.90% | |
Accounts Payable [Member] | Customer Concentration Risk [Member] | Customer [Member] | |||
Product Information [Line Items] | |||
Percentage of revenue | 12.20% | 14.10% | |
Digital And Print Subscriptions [Member] | |||
Product Information [Line Items] | |||
Contract with customer liability noncurrent | $ 68,985,000 | ||
B Riley FBR Inc [Member] | |||
Product Information [Line Items] | |||
Debt Instrument, Face Amount | $ 110,691 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expense | ||
Net loss from discontinued operations | $ (3,470) | |
Parade Print [Member] | ||
Multiemployer Plan [Line Items] | ||
Revenue | 26,817 | |
Cost of revenue | 23,015 | |
Gross profit | 3,802 | |
Operating expense | ||
Selling and marketing | 5,396 | |
General and administrative | 1,722 | |
Loss on impairment of assets | 209 | |
Total operating expenses | 7,327 | |
Loss from discontinued operations | (3,525) | |
Income tax benefit | 55 | |
Net loss from discontinued operations | $ (3,470) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations | ||
Depreciation and amortization | $ 0 | |
Loss on impairment of assets | $ 209 | $ 0 |
Schedule of Composition Prelimi
Schedule of Composition Preliminary Assets Purchase Price (Details) - Teneology Inc [Member] - Fexy Studios [Member] $ in Thousands | Jan. 11, 2023 USD ($) |
Asset Acquisition [Line Items] | |
Cash | $ 500 |
Common stock | 2,000 |
Contingent consideration | 561 |
Deferred cash payments, as discounted | 246 |
Total purchase consideration | $ 3,307 |
Summary of Preliminary Assets P
Summary of Preliminary Assets Purchase Price Allocation (Details) - Teneology Inc [Member] - Fexy Studios [Member] $ in Thousands | Jan. 11, 2023 USD ($) |
Asset Acquisition [Line Items] | |
Net assets acquired | $ 3,307 |
Advertiser Relationships [Member] | |
Asset Acquisition [Line Items] | |
Net assets acquired | 663 |
Brand Names [Member] | |
Asset Acquisition [Line Items] | |
Net assets acquired | 659 |
Goodwill [Member] | |
Asset Acquisition [Line Items] | |
Net assets acquired | $ 1,985 |
Schedule of Composition of Purc
Schedule of Composition of Purchase Price (Details) - Athlon Holdings Inc [Member] $ in Thousands | Apr. 01, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 12,085 |
Common stock | 3,141 |
Deferred cash payments, as discounted | 628 |
Total purchase consideration | $ 15,854 |
Summary of Purchase Price Alloc
Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 42,575 | $ 39,344 | $ 19,619 | |
Net assets acquired | $ 15,854 | |||
Athlon Holdings Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 2,604 | |||
Accounts receivable | 10,855 | |||
Other current assets | 1,337 | |||
Equity investment | 2,450 | |||
Fixed assets | 108 | |||
Digital content | 355 | |||
Advertiser relationships | 6,202 | |||
Trade names | 2,261 | |||
Goodwill | 2,587 | |||
Accounts payable | (7,416) | |||
Accrued expenses and other | (2,440) | |||
Unearned revenue | (1,203) | |||
Other long-term liabilities | (543) | |||
Deferred tax liabilities | $ (1,303) |
Schedule of Supplemental Profor
Schedule of Supplemental Proforma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Net loss | $ (55,582) | $ (70,858) |
Total continuing operations supplemental pro forma revenue | 263,662 | |
Total continuing operations supplemental pro forma net loss | (72,798) | |
Parade [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 40,071 | |
Net loss | (2,494) | |
Total continuing operations supplemental pro forma revenue | 55,981 | |
Total continuing operations supplemental pro forma net loss | (3,070) | |
Arena [Member] | ||
Business Acquisition [Line Items] | ||
Total continuing operations supplemental pro forma revenue | 207,681 | |
Total continuing operations supplemental pro forma net loss | (67,788) | |
Adjustments [Member] | ||
Business Acquisition [Line Items] | ||
Total continuing operations supplemental pro forma net loss | $ (1,940) |
Schedule of Preliminary Price A
Schedule of Preliminary Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Nov. 30, 2022 |
Business Acquisition [Line Items] | ||
Assumed lease obligation | $ (2,676) | |
Athlon Holdings Inc [Member] | ||
Business Acquisition [Line Items] | ||
Lease deposit receivable | $ 420 | |
Advertiser relationships | 6,860 | |
Brand names | 6,090 | |
Goodwill | 18,384 | |
Unearned revenue | (3,941) | |
Subscription refund liability | (137) | |
Assumed lease obligation | (2,676) | |
Net assets acquired | $ 25,000 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Nov. 17, 2023 | May 01, 2023 | Apr. 01, 2023 | Mar. 01, 2023 | Jan. 11, 2023 | Dec. 15, 2022 | Dec. 07, 2022 | Sep. 27, 2022 | Apr. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
Asset Acquisition [Line Items] | ||||||||||||||
Share value | $ 30,490,000 | |||||||||||||
Transaction cost | $ 283,000 | |||||||||||||
Goodwill | $ 42,575,000 | 39,344,000 | $ 19,619,000 | |||||||||||
Accounts receivable net current | 44,811,000 | 33,950,000 | ||||||||||||
Accounts payable current | 10,357,000 | $ 12,863,000 | ||||||||||||
Cash acquired for acquisition | 25,000,000 | $ 23,000,000 | ||||||||||||
Adjustment description | The adjustments for the year ended December 31, 2022 of ($1,940), represents adjustments: (1) to record depreciation and amortization expense related to the fixed and intangible assets acquired from the acquisition of ($864); (2) to reverse the nonrecurring transaction cost related to the acquisition of $200; and (3) to reverse the deferred tax benefit related to the acquisition of ($1,276). | |||||||||||||
Useful lives | 10 years | |||||||||||||
Escrow deposit | $ 1,000,000 | $ 1,000,000 | ||||||||||||
Assumed lease obligation | 2,676,000 | |||||||||||||
Deferred payments | 3,189,000 | |||||||||||||
Deferred revenue obligation | 4,078 | |||||||||||||
Unearned revenue | 3,941,000 | |||||||||||||
Refund liability | $ 137,000 | |||||||||||||
Goodwill for tax | 12,299,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Share value | $ 42,000 | |||||||||||||
Disposition 2023 [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Cash proceeds | $ 1,061,000 | |||||||||||||
Sale price | 1,000,000 | |||||||||||||
Working capital | 272,000 | |||||||||||||
Preliminary working capital | 61,000 | |||||||||||||
Adjustment for working capital | 153,000 | |||||||||||||
Sale price | 908,000 | |||||||||||||
Business component carrying value | $ 172,000 | 639,000 | ||||||||||||
Accounts receivable net current | 453,000 | |||||||||||||
Accounts payable current | 31,000 | |||||||||||||
Loss on assets | 325,000 | |||||||||||||
Fexy Studios [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Goodwill, acquired during period | 1,985,000 | |||||||||||||
Athlon Holdings Inc [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 2,587,000 | |||||||||||||
Acquired percentage | 100% | |||||||||||||
Business combination consideration transferred1 | $ 15,854,000 | |||||||||||||
Cash acquired for acquisition | 1,840,000 | |||||||||||||
Cash portion in acquisition | 12,827,000 | |||||||||||||
Cash payments paid at closing | 11,840,000 | |||||||||||||
Payments for acquire | $ 987,000 | |||||||||||||
Number of shares issued in acquisition | 314,103,000 | |||||||||||||
Fair value of shares issued in acquisition | $ 3,141,000 | |||||||||||||
Acquisition description | The amount estimated to be paid post-closing of $987 will be or was paid as follows: (i) $742 is expected to be paid upon receipts of certain tax refunds due to the sellers (consisting of $3,000 for the deferred cash payments, as discounted, less a $2,258 cash adjustment); and (ii) $245 was paid within two business days from the date the Company received proceeds from the sale of the equity interest in Just Like Falling Off a Bike, LLC that was held by Parade as of the closing date (paid on April 7, 2022). | |||||||||||||
Acquisition description | The Company received a final valuation report from a third party valuation firm after the preliminary purchase price was adjusted during the quarterly period ended September 30, 2022. After considering the results of the final valuation report, the Company estimated that the purchase consideration decreased by $321. The decrease in the purchase price was related to an increase in identifiable assets of $54, an increase in deferred tax liabilities of $27, with a decrease in the working capital adjustment of $321, resulting in a decrease in goodwill of $348. | |||||||||||||
Transaction cost | $ 200,000 | |||||||||||||
Assumed lease obligation | 2,676,000 | |||||||||||||
Athlon Holdings Inc [Member] | Common Stock [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Stock value assigned | $ 3,000,000 | |||||||||||||
Mens Journal [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Goodwill, acquired during period | $ 1,246,000 | $ 17,138,000 | ||||||||||||
A360 Media LLC [Member] | Advertiser Relationship [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Weighted average useful lives | 12 years 6 months | |||||||||||||
A360 Media LLC [Member] | Brand Name [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Weighted average useful lives | 11 years | |||||||||||||
Advertiser Relationships [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Weighted average useful lives | 15 years | |||||||||||||
Advertiser Relationships [Member] | Athlon Holdings Inc [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Weighted average useful lives | 8 years 9 months | |||||||||||||
Brand Names [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Weighted average useful lives | 12 years | |||||||||||||
Digital Content [Member] | Athlon Holdings Inc [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Weighted average useful lives | 2 years | |||||||||||||
Trade Names [Member] | Athlon Holdings Inc [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Weighted average useful lives | 14 years 6 months | |||||||||||||
Teneology Inc [Member] | Fexy Studios [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 1,678,000 | |||||||||||||
Teneology Inc [Member] | Fexy Studios [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Purchase price | $ 3,307,000 | |||||||||||||
Cash paid for consideration | 500,000 | |||||||||||||
Advance payments of cash | 250,000 | |||||||||||||
Deferred cash payments | $ 25,000 | $ 25,000 | $ 25,000 | 75,000 | ||||||||||
Deferred cash payment due | $ 200,000 | |||||||||||||
Number of shares issued for asset acquisition | 274,692 | |||||||||||||
Fair value of shares issued | $ 2,000,000 | |||||||||||||
Share value | $ 2,225,000 | |||||||||||||
Common stock trading price | $ 7.94 | |||||||||||||
Cash retention pool for employees | $ 300,000 | |||||||||||||
Transaction cost | $ 99,000 | |||||||||||||
Buffalo Groupe LLC [Member] | Intellectual Properties [Member] | ||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||
Cash paid for consideration | $ 850,000 |
Schedule of Prepayments and Oth
Schedule of Prepayments and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepayments And Other Current Assets | ||
Prepaid expenses | $ 2,946 | $ 2,321 |
Prepaid supplies | 773 | 927 |
Refundable income and franchise taxes | 157 | 957 |
Unamortized debt costs | 209 | 216 |
Employee retention credits | 2,468 | |
Other receivables | 45 | 20 |
Total prepayments and other current assets | $ 6,598 | $ 4,441 |
Prepayments and Other Current_3
Prepayments and Other Current Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Prepayments And Other Current Assets | ||
Employee retention credits | $ 6,868 | |
Retention Payable | 4,400 | |
Employee retention credits | $ 2,468 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 1,910 | $ 1,984 |
Less accumulated depreciation and amortization | (1,582) | (1,249) |
Net property and equipment | 328 | 735 |
Office Equipment And Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,744 | 1,744 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 166 | $ 240 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Impairment Effects on Earnings Per Share [Line Items] | ||
Depreciation expense | $ 352 | $ 539 |
Property, Plant and Equipment [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Impairment charges for property and equipment | $ 55 | $ 0 |
Schedule of Supplemental Inform
Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Leases | |||
Operating lease costs during the year | [1] | $ 1,052 | $ 969 |
Cash payments included in the measurement of operating lease liabilities during the year | $ 486 | $ 469 | |
Weighted-average remaining lease term (in years) as of year-end | 9 months | 1 year 9 months | |
Weighted-average discount rate during the year | 9.90% | 9.90% | |
[1]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 ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Total operating costs () | [1] | $ 1,344 | $ 1,187 |
Less sublease income | (292) | (218) | |
Total operating lease costs | [2] | 1,052 | 969 |
General and Administrative Expense [Member] | |||
Total operating costs () | $ 1,344 | $ 1,187 | |
[1]Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the years ended December 31, 2023 and 2022 of $ 620 668 396 320 |
Schedule of Operating Lease C_2
Schedule of Operating Lease Costs (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease cost | [1] | $ 1,344 | $ 1,187 |
Business Membership Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease cost | 620 | 668 | |
Month To Month Lease Arrangement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease cost | $ 396 | $ 320 | |
[1]Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the years ended December 31, 2023 and 2022 of $ 620 668 396 320 |
Summary of Maturity of Lease Li
Summary of Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Oct. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2021 |
Leases | |||||
Minimum lease payments - 2024 | $ 373 | $ 4,000 | $ 1,000 | $ 1,000 | |
Less imputed interest | (15) | ||||
Total operating lease liability | 358 | ||||
Current portion of operating lease liability | 358 | $ 427 | |||
Long-term portion of operating lease liability | $ 358 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Operating lease, remaining fixed payment term | 9 months | |||||
Sublease income | $ 292 | $ 218 | ||||
Cash payments | 373 | $ 4,000 | $ 1,000 | $ 1,000 | ||
Market advertising | 615 | |||||
Market advertising leaving | 860 | |||||
October One Two Thousand And Twenty Four [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Cash payments | $ 4,000 | |||||
Imputed interest recognized | 10% | |||||
Sublease Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sublease income | $ 537 | |||||
Lease Arrangement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Proceeds from lease payments | $ 10,000 | |||||
Advertising expense | $ 1,475 |
Summary of Platform Development
Summary of Platform Development Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Platform development | $ 126,681 | $ 126,341 |
Less accumulated amortization | 88,222 | 67,371 |
Net platform development | 38,459 | 58,970 |
Platform Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Platform development | 26,054 | 21,493 |
Less accumulated amortization | (17,331) | (11,163) |
Net platform development | $ 8,723 | $ 10,330 |
Summary of Platform Developme_2
Summary of Platform Development Cost Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Total capitalized payroll-based costs | $ 38,112 | $ 37,190 |
Stock-based compensation | 19,060 | 31,345 |
Platform Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Platform development beginning of year | 21,493 | 21,997 |
Payroll-based costs capitalized | 3,773 | 5,179 |
Less dispositions | (164) | (7,357) |
Total capitalized payroll-based costs | 25,102 | 19,819 |
Stock-based compensation | 1,016 | 1,884 |
Impairments | (64) | (210) |
Platform development end of year | $ 26,054 | $ 21,493 |
Platform Development (Details N
Platform Development (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Amortization expense of intangible asset | $ 27,354 | $ 26,570 |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss on impairment of assets | |
Platform Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization expense of intangible asset | $ 6,332 | 5,822 |
Impairment charges | $ 64 | $ 210 |
Schedule of Intangible Assets S
Schedule of Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 27, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 10 years | ||
Intangible assets, gross | $ 126,681 | $ 126,341 | |
Intangible assets, accumulated amortization | (88,222) | (67,371) | |
Intangible assets, net | $ 38,459 | 58,970 | |
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 4 years 8 months 12 days | ||
Intangible assets, gross | $ 17,333 | 17,333 | |
Intangible assets, accumulated amortization | (17,333) | (14,883) | |
Intangible assets, net | 2,450 | ||
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 16 years 1 month 6 days | ||
Intangible assets, gross | $ 5,181 | 5,380 | |
Intangible assets, accumulated amortization | (1,547) | (1,180) | |
Intangible assets, net | $ 3,634 | 4,200 | |
Brand Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 9 years 8 months 12 days | ||
Intangible assets, gross | $ 12,774 | 12,115 | |
Intangible assets, accumulated amortization | (2,374) | (908) | |
Intangible assets, net | $ 10,400 | 11,207 | |
Subscriber Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 5 years 1 month 6 days | ||
Intangible assets, gross | $ 73,459 | 73,459 | |
Intangible assets, accumulated amortization | (61,654) | (47,146) | |
Intangible assets, net | $ 11,805 | 26,313 | |
Advertiser Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 10 years 2 months 12 days | ||
Intangible assets, gross | $ 15,182 | 15,302 | |
Intangible assets, accumulated amortization | (2,832) | (1,368) | |
Intangible assets, net | $ 12,350 | 13,934 | |
Database Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 3 years | ||
Intangible assets, gross | $ 2,397 | 2,397 | |
Intangible assets, accumulated amortization | (2,171) | (1,753) | |
Intangible assets, net | $ 226 | 644 | |
Digital Content [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 2 years | ||
Intangible assets, gross | $ 355 | 355 | |
Intangible assets, accumulated amortization | (311) | (133) | |
Intangible assets, net | $ 44 | $ 222 |
Schedule of Future Estimated Am
Schedule of Future Estimated Amortization expense For Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 14,544 | |
2025 | 3,427 | |
2026 | 3,214 | |
2027 | 3,214 | |
2028 | 2,964 | |
Thereafter | 11,096 | |
Intangible assets ,net | $ 38,459 | $ 58,970 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible asset acquisition | $ 21,022 | $ 20,748 |
Amortization expense of intangible asset | 27,354 | 26,570 |
Finite-Lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charges | 0 | 47 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible asset | $ 2,130 | $ 2,831 |
Summary of Other Assets (Detail
Summary of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security deposit | $ 420 | $ 420 |
Other receivables | 90 | |
Prepaid insurance | 284 | 504 |
Unamortized debt cost | 209 | 216 |
Total other assets | $ 1,003 | $ 1,140 |
Schedule of Changes in Carrying
Schedule of Changes in Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Carrying value at beginning of year | $ 39,344 | $ 19,619 |
Loss on impairment | ||
Carrying value at end of year | 42,575 | 39,344 |
Parade [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired in acquisition of Fexy Studios | 2,587 | |
Mens Journal [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired in acquisition of Fexy Studios | 1,246 | 17,138 |
Fexy Studios [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired in acquisition of Fexy Studios | $ 1,985 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill |
Restricted Stock Liabilities (D
Restricted Stock Liabilities (Details Narrative) - Restricted Stock [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock repurchased during period, shares | 26,214 | |
Payments for repurchase Of equity | $ 2,307 | |
Restricted stock principal amount | 2,152 | |
Restricted stock interest payment | $ 155 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Payables and Accruals [Abstract] | |||
General accrued expenses | $ 6,486 | $ 6,339 | |
Accrued payroll and related taxes | 5,448 | 5,221 | |
Accrued publisher expenses | 7,596 | 4,911 | |
Accrued interest | 3,824 | $ 13,852 | |
Liabilities in connection with acquisitions and dispositions | 1,119 | 1,123 | |
Assumed lease liability | 1,328 | ||
Lease termination liability | 4,481 | 4,753 | |
Other accrued expenses | 489 | 755 | |
Total accrued expenses and other | $ 30,771 | $ 23,102 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 110,691 | ||
Debt costs | 209 | $ 216 | |
Prepayment and other current assets | 6,598 | 4,441 | |
Other long-term assets | 1,003 | 1,140 | |
Line of credit | 19,609 | 14,092 | |
SLR Digital Finance LLC [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | 40,000 | ||
Debt instrument, face amount | 36,000 | ||
Financing And Security Agreement [Member] | SLR Digital Finance LLC [Member] | |||
Debt Instrument [Line Items] | |||
Debt costs | $ 200 | ||
Debt costs | $ 441 | ||
Prepayment and other current assets | 209 | 216 | |
Other long-term assets | $ 209 | 216 | |
Effective interest rate, line of credit | 13.70% | ||
Line of credit | $ 19,609 | $ 14,092 | |
Termination fee | $ 900 | ||
Interest rate, line of credit | 2.25% | ||
Financing And Security Agreement [Member] | SLR Digital Finance LLC [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, interest rate description | an interest rate at the prime rate plus 4.0% per annum of the amount advanced (subject to minimum utilization of at least 10% of the maximum amount of advances available) (as of December 31, 2023 the stated interest rate was 12.5%), (iii) payment of a fee equal to 2.25% of the maximum line amount with respect to any termination of the agreement prior to December 31, 2025 at the option of the Company at any time with 60 day notice pursuant to the SLR Amendment, (iv) a payment of a performance fee in the amount equal to 2.25% of the maximum line amount, under certain circumstances pursuant to the Business Combination in connection with a deal deadline or in the event of a deal failure, as defined in the SLR Amendment, further the performance fee will survive the termination of the agreement, pursuant to the SLR Amendment, (v) a payment of a success fee if the Business Combination is consummated, of 0.3% or 0.6% of the maximum line amount if the transaction closes on or before December 31, 2023 or after December 31, 2023, respectively, or $0 if the transaction closes after the deal deadline, pursuant to the SLR Amendment, and (vi) a maturity date of | ||
Maturity date | Dec. 31, 2025 | ||
Financing And Security Agreement [Member] | SLR Digital Finance LLC [Member] | Series L Preferred Stock [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 25,000 | ||
Financing And Security Agreement [Member] | SLR Digital Finance LLC [Member] | 2023 Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 8,000 | ||
Financing And Security Agreement [Member] | SLR Digital Finance LLC [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 40,000 | ||
Accounts receivable percentage | 85% |
Summary of Liquidated Damages (
Summary of Liquidated Damages (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | ||
Registration Rights Damages | $ 898 | $ 2,002 | ||
Public Information Failure Damages | 940 | 2,740 | ||
Accrued Interest | 1,086 | 1,595 | ||
Balance | 2,924 | 6,337 | ||
MDB Common Stock To Be Issued [Member] | ||||
Registration Rights Damages | 15 | [1] | 15 | [2] |
Public Information Failure Damages | [1] | [2] | ||
Accrued Interest | [1] | [2] | ||
Balance | 15 | [1] | 15 | [2] |
Series H Convertible Preferred Stock [Member] | ||||
Registration Rights Damages | 565 | 618 | ||
Public Information Failure Damages | 574 | 626 | ||
Accrued Interest | 659 | 570 | ||
Balance | 1,798 | 1,814 | ||
Convertible Debentures [Member] | ||||
Registration Rights Damages | [3] | [4] | ||
Public Information Failure Damages | 144 | [3] | 704 | [4] |
Accrued Interest | 72 | [3] | 280 | [4] |
Balance | 216 | [3] | 984 | [4] |
Series J Convertible Preferred Stock [Member] | ||||
Registration Rights Damages | 152 | [3] | 932 | [4] |
Public Information Failure Damages | 152 | [3] | 932 | [4] |
Accrued Interest | 129 | [3] | 525 | [4] |
Balance | 433 | [3] | 2,389 | [4] |
Series K Convertible Preferred Stock [Member] | ||||
Registration Rights Damages | 166 | [3] | 437 | [4] |
Public Information Failure Damages | 70 | [3] | 478 | [4] |
Accrued Interest | 226 | [3] | 220 | [4] |
Balance | $ 462 | [3] | $ 1,135 | [4] |
[1]Shares of common stock issuable to MDB Capital Group, LLC (“MDB”) (see Common Stock to be Issued |
Liquidated Damages Payable (Det
Liquidated Damages Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 01, 2023 | Feb. 08, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Gain on forgiveness of debt | $ 3,497 | |||
Short-term liquidated damages | $ 2,924 | $ 5,843 | ||
Liquidated damages payable accrued interest percentage | 1% | |||
Liquidated damages outstanding amount | $ 2,924 | 6,337 | ||
Percentage of aggregate amount invested | 6% | |||
Long-term liquidated damages | $ 494 | |||
B Riley [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Gain on forgiveness of debt | $ 3,497 | |||
Gain on forgiveness of debt | $ 3,497 | |||
Stock Purchase Agreement [Member] | Investor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued | 47,252 | |||
Shares Issued, Price Per Share | $ 10.56 | |||
Loss Contingency, Damages Sought, Value | $ 499 | $ 499 |
Schedule of Other long- term li
Schedule of Other long- term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Long-term Liabilities | ||
Lease termination liability | $ 3,621 | |
Assumed lease liability | 350 | 1,486 |
Other | 56 | 200 |
Total other long-term liabilities | $ 406 | $ 5,307 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Contingent Consideration [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Long term debt fair value | $ 1,571 | |
Contingent Consideration [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Long term debt fair value | ||
Contingent Consideration [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Long term debt fair value | 1,571 | |
Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Long term debt fair value | ||
Senior Secured Note [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Long term debt fair value | $ 61,787 | |
Senior Secured Note [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Long term debt fair value | ||
Senior Secured Note [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Long term debt fair value | 61,787 | |
Senior Secured Note [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Long term debt fair value |
Fair Value Measurement (Details
Fair Value Measurement (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Cash and cash equivalents | $ 9,284 | $ 13,871 |
Financial instruments measured fair value debt bridge notes | 7,887 | |
Debt fair value | $ 102,309 | |
Trading price, per share | $ 2.38 | |
Change in valuation of contingent consideration | $ 1,010 | |
Unearned revenue | $ 523 | $ 1,154 |
Put Option [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Exercise price | $ 8.10 | |
Trading price, per share | $ 5.72 | |
Put Option [Member] | Fexy Studios Acquistion [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Issuance of common stock in connection with acquisitions, shares | 274,692 | |
Flexy Studios [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Preceding acquistion price per share | $ 8.10 |
Bridge Notes (Details Narrative
Bridge Notes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Sep. 29, 2023 | Aug. 31, 2023 | Dec. 31, 2022 | Dec. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 27, 2023 | |
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 110,691 | ||||||
Principal balance | 102,691 | ||||||
2023 Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 5,000 | $ 2,000 | |||||
Incremental borrowings | 3,000 | ||||||
Incremental borrowings | $ 1,000 | $ 1,000 | |||||
Proceeds from issuance of debt | 7,643 | ||||||
Amortized debt cost | $ 357 | ||||||
Debt instrument interest rate effective percentage | 10% | ||||||
Net proceeds from business combination | 8,000 | ||||||
Prepayment fees on advances, net | $ 8,000 | ||||||
Principal amount prepay due percentage | 100% | ||||||
Bridge Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 7,887 | ||||||
Debt maturity term | Apr. 30, 2024 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.20% | ||||||
Debt instrument, unamortized discount, current | $ 113 | ||||||
Principal balance | $ 8,000 | ||||||
2022 Bridge Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 34,805 | $ 36,000 | $ 34,805 | ||||
Proceeds from issuance of debt | $ 34,728 | ||||||
Debt instrument interest rate effective percentage | 10% | ||||||
Debt maturity term | Dec. 31, 2026 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||||
Principal balance | 36,000 | ||||||
Incurred debt costs | $ 100 | $ 1,272 | 100 | ||||
Unamortized debt costs | $ 1,195 | $ 1,195 |
Schedule of long term debt (Det
Schedule of long term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Principal balance | $ 102,691 | $ 66,691 |
Unamortized discount and debt issuance costs | (382) | (1,007) |
Carrying value | 102,309 | 65,684 |
Senior Secured Note [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | 62,691 | 62,691 |
Unamortized discount and debt issuance costs | (272) | (904) |
Carrying value | 62,419 | 61,787 |
Delayed Draw Term Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | 4,000 | 4,000 |
Unamortized discount and debt issuance costs | (31) | (103) |
Carrying value | 3,969 | 3,897 |
2022 Bridge Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | 36,000 | |
Unamortized discount and debt issuance costs | (79) | |
Carrying value | $ 35,921 |
Schedule of Long Term Debt (D_2
Schedule of Long Term Debt (Details) (Parenthetical) | Dec. 31, 2023 | Dec. 31, 2022 |
Delayed Draw Term Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument interest rate, percentage | 10.20% | 10.20% |
2022 Bridge Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument interest rate, percentage | 10.20% | 10.20% |
Senior Secured Note [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument interest rate, percentage | 10.10% | 10.10% |
Summary of Interest Expense (De
Summary of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||
Total amortization of debt costs | $ 2,378 | $ 1,581 | |
Total noncash and accrued interest | 3,824 | 320 | |
Cash paid interest: | |||
Total cash paid interest | 12,101 | 9,527 | |
Less interest income | [1] | (338) | |
Total interest expense | 17,965 | 11,428 | |
Interest Expense, Debt | [1] | 338 | |
B Riley [Member] | |||
Cash paid interest: | |||
Less interest income | (338) | ||
Interest Expense, Debt | 338 | ||
Line of Credit [Member] | |||
Short-Term Debt [Line Items] | |||
Total amortization of debt costs | 214 | 9 | |
Cash paid interest: | |||
Total cash paid interest | 2,023 | 1,328 | |
2022 Bridge Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Total amortization of debt costs | 244 | ||
Total noncash and accrued interest | 920 | ||
Cash paid interest: | |||
Total cash paid interest | 3,763 | ||
Senior Secured Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Total amortization of debt costs | 632 | 1,031 | |
Total noncash and accrued interest | 1,602 | ||
Cash paid interest: | |||
Total cash paid interest | 4,754 | 6,356 | |
Delayed Draw Term Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Total amortization of debt costs | 72 | 464 | |
Total noncash and accrued interest | 102 | ||
Cash paid interest: | |||
Total cash paid interest | 303 | 980 | |
2023 Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Total amortization of debt costs | 1,216 | 77 | |
Total noncash and accrued interest | 173 | ||
Cash paid interest: | |||
Total cash paid interest | 44 | ||
Line Of Credit Termination Fee [Member] | |||
Short-Term Debt [Line Items] | |||
Total noncash and accrued interest | 900 | ||
Parade [Member] | |||
Short-Term Debt [Line Items] | |||
Total noncash and accrued interest | 116 | ||
Other Accrued Interest [Member] | |||
Short-Term Debt [Line Items] | |||
Total noncash and accrued interest | 127 | 204 | |
Other [Member] | |||
Cash paid interest: | |||
Total cash paid interest | $ 1,214 | $ 863 | |
[1]During the year ended December 31, 2023, the Company recorded interest income of $ 338 |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||||||||
Jul. 01, 2023 | May 01, 2023 | Mar. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 27, 2023 | Sep. 29, 2023 | Aug. 31, 2023 | Dec. 15, 2022 | Jan. 01, 2022 | |
Short-Term Debt [Line Items] | |||||||||||
Interest payable | $ 3,824 | $ 13,852 | |||||||||
Debt Instrument, Face Amount | 110,691 | ||||||||||
current maturities of debt | 102,309 | ||||||||||
Paid in cash | 102,691 | ||||||||||
B Riley [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 2,000 | $ 1,000 | $ 5,000 | ||||||||
Paid in cash | $ 204 | $ 9,068 | $ 7,132 | ||||||||
Delayed Draw Term Notes [Member] | Purchase Agreement [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt maturity date | Dec. 31, 2026 | ||||||||||
Debt due rate | 10% | ||||||||||
SLR Digital Finance LLC [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 36,000 | ||||||||||
Line of credit | $ 40,000 | ||||||||||
Senior Secured Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument interest rate | 10% | ||||||||||
Debt maturity date | Dec. 31, 2026 | ||||||||||
Debt due rate | 10.10% | 10.10% | 10.10% | ||||||||
2022 Bridge Notes [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt maturity date | Dec. 31, 2026 | ||||||||||
Debt Instrument, Face Amount | $ 34,805 | $ 34,805 | $ 36,000 | ||||||||
Debt due rate | 12% | ||||||||||
Incurred debt costs | $ 100 | 100 | $ 1,272 | ||||||||
Debt fixed rate | 10% | ||||||||||
Debt interest rate | 1.50% | 1.50% | 1.50% | ||||||||
Principal amount of debt | $ 20,000 | ||||||||||
Repayment of debt | $ 20,000 | ||||||||||
Paid in cash | $ 36,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
May 30, 2000 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 10, 2023 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, par value | $ 0.01 | |||
Series G Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, designated shares | 1,800 | |||
Series H Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 1,000 | |||
Shares outstanding | 168 | 168 | ||
Conversion Of stock shares converted | 710 | 12,748 | ||
Conversion price | $ 7.26 | |||
Series H Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, designated shares | 23,000 | |||
Series G Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares outstanding | 168.496 | 0 | 14,356 | |
Shares sold | 1,800 | |||
Conversion Of stock shares converted | 1,631.504 | |||
Preferred stock liquidation preference | $ 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 | |||
Temporary equity, liquidation preference per share value | $ 1,000 |
Summary of Restricted Stock Awa
Summary of Restricted Stock Award Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, Vested | (583,143) |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, Restricted Stock Awards Outstanding, Beginning balance | 97,403 |
Weighted Average Grant-Fair Value Date, Beginning balance | $ / shares | $ 16.94 |
Number of Shares, Vested | (97,403) |
Weighted Average Grant-Fair Value Date, Vested | $ / shares | $ (16.94) |
Number of Shares, Restricted stock awards outstanding, Unvested at Beginning balance |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - Common Stock Financing Warrant [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Shares, outstanding, at beginning of year | shares | 107,956 |
Weighted Average Exercise Price, outstanding, at beginning of year | $ / shares | $ 10.61 |
Weighted Average Remaining Contractual Life, Outstanding at beginning of year | 6 months 29 days |
Number of Shares, Expired | shares | (107,956) |
Weighted Average Exercise Price, Expired | $ / shares | $ 10.61 |
Number of Shares, outstanding at end of year | shares | |
Weighted Average Exercise Price, outstanding, at end of year | $ / shares |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||||||||||
Mar. 31, 2023 | Mar. 31, 2023 | Jan. 11, 2023 | Apr. 02, 2022 | Mar. 11, 2022 | Feb. 15, 2022 | Jan. 21, 2022 | Jan. 12, 2022 | Jun. 14, 2019 | Jan. 04, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 01, 2023 | Nov. 02, 2022 | Mar. 10, 2022 | Mar. 09, 2022 | Jan. 26, 2022 | Dec. 18, 2020 | Oct. 26, 2020 | May 20, 2020 | |
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 100,000,000 | ||||||||||||||||||
Stock price | $ 8.25 | ||||||||||||||||||||
Gross proceed from offerings | $ 11,500 | $ 32,058 | |||||||||||||||||||
Offering costs | $ 167 | 1,568 | |||||||||||||||||||
Conversion of shares issued | 1,759,224 | ||||||||||||||||||||
Preferred stock stated par value | $ 0.01 | ||||||||||||||||||||
Number of share issued value | 30,490 | ||||||||||||||||||||
Liquidated damages | $ 130 | 323 | |||||||||||||||||||
Payment of taxes | 1,423 | 4,468 | |||||||||||||||||||
Net proceed from offerings | 32,058 | ||||||||||||||||||||
Underwriting Public Offering [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of common shares sold | 4,181,603 | 4,181,603 | |||||||||||||||||||
Gross proceed from offerings | $ 34,498 | $ 34,498 | |||||||||||||||||||
Offering costs | 1,568 | ||||||||||||||||||||
Proceeds from issuance of common stock | 30,490 | ||||||||||||||||||||
Underwriting Overallotment [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of common shares sold | 545,239 | 3,636,364 | |||||||||||||||||||
B Riley [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Offering costs | 2,440 | ||||||||||||||||||||
Private Placement [Member] | MDB Capital Group LLC [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of common shares sold | 2,701 | ||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of share issued value | $ 2,955 | $ 8,707 | |||||||||||||||||||
Fexy Studios Acquisition [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Issuance of common stock | 274,692 | ||||||||||||||||||||
Fair value of acquisition | $ 2,000 | ||||||||||||||||||||
Parade Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Issuance of common stock | 314,103 | ||||||||||||||||||||
Fair value of acquisition | $ 3,141 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of shares issued | 97,980 | ||||||||||||||||||||
Conversion of shares | 1,981,128 | 97,980 | |||||||||||||||||||
Conversion of stock amount | $ 1,348 | ||||||||||||||||||||
Common stock shares issuance fo acquisitions | 274,692 | ||||||||||||||||||||
Common stock shares issuance fo acquisitions | 38,582 | 330,863 | |||||||||||||||||||
Stock issued during period shares new issues | 4,181,603 | ||||||||||||||||||||
Number of share issued value | $ 42 | ||||||||||||||||||||
Liquidated damages | |||||||||||||||||||||
Vesting of restricted stock units | 429,528 | 832,233 | |||||||||||||||||||
Repurchase of restricted common stock | (26,214) | ||||||||||||||||||||
Exercise of stock options, shares | 795 | 96,408 | |||||||||||||||||||
Common stock to be issued | 38,582 | 7,851 | |||||||||||||||||||
Stock issued for professional services | 14,617 | ||||||||||||||||||||
Common Stock [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Repurchase of restricted common stock | 202,382 | 373,394 | |||||||||||||||||||
Payment of taxes | $ 1,423 | $ 4,468 | |||||||||||||||||||
All Hip Hop Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrant shares | 5,682 | ||||||||||||||||||||
Exercise price | $ 14.30 | ||||||||||||||||||||
Publisher Partner Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrant shares | 6,819 | 90,910 | |||||||||||||||||||
ABG Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrant shares | 999,540 | ||||||||||||||||||||
Expiration date | 10 years | ||||||||||||||||||||
ABG Warrans [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrant or right, reason for issuance, description | (1) 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; (2) all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG or upon a change of control of the Company; and (3) 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). | ||||||||||||||||||||
ABG Time Based Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrant shares | 399,816 | ||||||||||||||||||||
ABG Performance Based Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Exercise price | $ 599,724 | ||||||||||||||||||||
New Publisher Partner Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrant shares | 33,000 | ||||||||||||||||||||
Series H Convertible Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of shares issued | 1,981,128 | ||||||||||||||||||||
Conversion of shares | 14,356 | 14,356 | |||||||||||||||||||
Conversion of shares converted | 710 | 12,748 | |||||||||||||||||||
Conversion of stock amount | $ 13,008 | $ 710 | |||||||||||||||||||
Preferred stock stated par value | $ 1,000 | ||||||||||||||||||||
Employees [Member] | Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Vesting of restricted stock units | 429,528 | 832,233 | |||||||||||||||||||
Stock Purchase Agreements [Member] | Purchasers [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of common shares sold | 2,963,918 | 317,518 | |||||||||||||||||||
Stock price | $ 3.88 | $ 3.88 | |||||||||||||||||||
Gross proceed from offerings | $ 11,500 | ||||||||||||||||||||
Offering costs | 356 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 11,144 | ||||||||||||||||||||
Trading price, per share | $ 3.88 | $ 3.88 | |||||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock issued for professional services | 330,863 | 16,760 | |||||||||||||||||||
Several Stock Purchase Agreements [Member] | Several Investors [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock issued during period shares new issues | 47,252 | 505,655 | |||||||||||||||||||
Loss contingency damages sought | (i) 47,252 shares of common stock were issued to the investor in lieu of an aggregate of $499 owed in liquidated damages as of the conversion date ($494 as of December 31, 2022 plus $5 in additional interest through the conversion date), where the Company recorded $369 in connection with the issuance of shares of the Company’s common stock and a gain of $130 on the settlement of the liquidated damages, both as reflected in additional paid-in capital, totaling $499; | ||||||||||||||||||||
Loss contingency damages sought value | $ 499 | $ 7,008 | |||||||||||||||||||
Trading price, per share | $ 13.86 | ||||||||||||||||||||
Number of share issued value | $ 6,685 | ||||||||||||||||||||
Liquidated damages | $ 323 | ||||||||||||||||||||
Exercise Of Stock Option [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Exercise of stock options, shares | 795 | 96,408 | |||||||||||||||||||
Exercise of stock options | $ 0 | $ 95 | |||||||||||||||||||
Services Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock issued for professional services | 1,134 | 13,483 | |||||||||||||||||||
Trading price, per share | $ 13.20 | $ 184,000 | $ 12.54 | ||||||||||||||||||
Stock issued for professional services | 14,617 | 14,617 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, outstanding, at beginning of year | $ / shares | |
Weighted Average Exercise Price, outstanding, at end of year | $ / shares | $ 13.55 |
Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, Unvested, outstanding, at beginning of year | 994,766 |
Number of Shares, Vested, outstanding, at beginning of year | 397,376 |
Weighted Average Exercise Price, outstanding, at beginning of year | $ / shares | $ 15.44 |
Number of Shares, Unvested granted | 148,970 |
Weighted Average Exercise Price,Granted | $ / shares | $ 5.77 |
Number of Shares, Unvested, Vested | (645,023) |
Number of Shares, Vested | 645,023 |
Number of Shares, Vested, Released | (429,528) |
Number of Shares, Unvested, Cancelled | (299,446) |
Number of Shares, Unvested, outstanding at end of year | 199,267 |
Number of Shares, Vested, outstanding, at end of year | 612,871 |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Options Assumptions (Details) - 2022 Plan [Member] - Black-Scholes Option Pricing Model [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Up-List [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 3.46% | 0.97% |
Risk-free interest rate, maximum | 4.82% | 4.36% |
Expected dividend yield | 0% | 0% |
Expected volatility, minimum | 46.43% | 42% |
Expected volatility, maximum | 47.27% | 82% |
Expected life | 6 years | |
Up-List [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life | 3 years | |
Up-List [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life | 6 years | |
No Up-List [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.97% | |
Risk-free interest rate, maximum | 1.44% | |
Expected dividend yield | 0% | |
Expected volatility, minimum | 82% | |
Expected volatility, maximum | 137% | |
No Up-List [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life | 3 years | |
No Up-List [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life | 6 years |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||||||
Jun. 30, 2023 | Feb. 28, 2023 | Nov. 22, 2022 | Mar. 18, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of Shares, Granted | 42,635 | 38,026 | 232,816 | 4,343,017 | |||
Weighted Average Exercise Price, Granted | $ 8.82 | ||||||
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance | 5 years 3 months 10 days | ||||||
2022 Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of Shares Common stock options, outstanding at Beginning balance | 6,199,521 | ||||||
Weighted Average Exercise Price, outstanding at Beginning balance | $ 15.26 | ||||||
Weighted Average Remaining Contractual Life (in Years), outstanding at Beginning balance | 4 years 5 months 4 days | 8 years 2 months 12 days | |||||
Number of Shares, Granted | 287,993 | ||||||
Weighted Average Exercise Price, Granted | $ 4.22 | ||||||
Number of Shares, Exercised | (6,927) | ||||||
Weighted Average Exercise Price, Exercised | $ 8.82 | ||||||
Number of Shares, Forfeited | (449,333) | ||||||
Weighted Average Exercise Price, Forfeited | $ 9.70 | ||||||
Number of Shares, Expired | (579,286) | ||||||
Weighted Average Exercise Price, Expired | $ 9.38 | ||||||
Number of Shares Common stock options, outstanding at Ending balance | 5,451,968 | 6,199,521 | |||||
Weighted Average Exercise Price, outstanding at Ending balance | $ 9.56 | $ 15.26 | |||||
Number of Shares Common stock options, exercisable at Ending balance | 4,049,393 | ||||||
Weighted Average Exercise Price, exercisable at Ending balance | $ 9.64 | ||||||
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance | 5 years 21 days | ||||||
Number of Shares Common stock options, not vested at Ending balance | 1,402,575 | ||||||
Number of Shares Common stock options, available for future grants at Ending balance | [1] | 542,847 | |||||
[1]Common stock available for future issuance under the 2022 Plan represent 1,800,000 1,066,597 190,556 |
Summary of Stock Option Activ_2
Summary of Stock Option Activity (Details) (Parenthetical) - shares | 12 Months Ended | |||||
Jun. 30, 2023 | Feb. 28, 2023 | Nov. 22, 2022 | Mar. 18, 2022 | Dec. 31, 2023 | Jun. 02, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares common stock options, outstanding | 42,635 | 38,026 | 232,816 | 4,343,017 | ||
2022 Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares authorized to issue | 1,800,000 | 1,800,000 | ||||
Number of shares common stock options, outstanding | 1,066,597 | |||||
Number of shares common stock options, outstanding | 287,993 | |||||
2022 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares common stock options, outstanding | 190,556 |
Schedule of Exercise Prices of
Schedule of Exercise Prices of Common Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
2022 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 5,451,968 | 6,199,521 |
Number of Shares, Vested | 4,049,393 | |
Number of Shares, Exercisable | 4,049,393 | |
2022 Plan [Member] | Exercise Price Range One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price lower range | $ 2.48 | |
Exercise price | $ 10.50 | |
Number of Shares, Outstanding | 4,318,901 | |
Number of Shares, Vested | 3,308,790 | |
2022 Plan [Member] | Exercise Price Range Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price lower range | $ 10.51 | |
Exercise price | $ 15.52 | |
Number of Shares, Outstanding | 1,062,379 | |
Number of Shares, Vested | 670,956 | |
2022 Plan [Member] | Exercise Price Range Three [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price lower range | $ 15.53 | |
Exercise price | $ 20.54 | |
Number of Shares, Outstanding | 9,091 | |
Number of Shares, Vested | 9,091 | |
2022 Plan [Member] | Exercise Price Range Four [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price lower range | $ 20.55 | |
Exercise price | $ 25.56 | |
Number of Shares, Outstanding | 25,683 | |
Number of Shares, Vested | 24,642 | |
2022 Plan [Member] | Exercise Price Range Five [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price lower range | $ 25.57 | |
Exercise price | $ 30.58 | |
Number of Shares, Outstanding | 910 | |
Number of Shares, Vested | 910 | |
2022 Plan [Member] | Exercise Price Range Six [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price lower range | $ 30.59 | |
Exercise price | $ 35.60 | |
Number of Shares, Outstanding | 4,320 | |
Number of Shares, Vested | 4,320 | |
2022 Plan [Member] | Exercise Price Range Seven [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price lower range | $ 35.61 | |
Exercise price | $ 40.62 | |
Number of Shares, Outstanding | 2,728 | |
Number of Shares, Vested | 2,728 | |
2022 Plan [Member] | Exercise Price Range Eight [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price lower range | $ 40.63 | |
Exercise price | $ 48.40 | |
Number of Shares, Outstanding | 27,956 | |
Number of Shares, Vested | 27,956 | |
ABG Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 999,540 | |
Number of Shares, Exercisable | 399,816 | |
ABG Warrants [Member] | Exercise Price Range One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price lower range | $ 9.24 | |
Number of Shares, Outstanding | 749,655 | |
Number of Shares, Exercisable | 299,862 | |
ABG Warrants [Member] | Exercise Price Range Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price lower range | $ 18.48 | |
Number of Shares, Outstanding | 249,885 | |
Number of Shares, Exercisable | 99,954 | |
New Publisher Partner Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 9,800 | |
Number of Shares, Exercisable | 1,084 | |
New 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 lower range | $ 5.30 | |
Number of Shares, Outstanding | 6,800 | |
Number of Shares, Exercisable | ||
New 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 lower range | $ 10.56 | |
Number of Shares, Outstanding | 3,000 | |
Number of Shares, Exercisable | 1,084 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
ABG Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, unvested outstanding, at beginning of year | 599,724 | |
Number of Shares, vested outstanding, at beginning of year | 399,816 | |
Weighted Average Exercise Price, outstanding, at beginning of year | $ 11.55 | |
Weighted Average Remaining Contractual Life, Outstanding at ending of year | 5 years 5 months 15 days | 6 years 5 months 15 days |
Number of Shares, unvested issued | ||
Number of Shares, vested | ||
Number of Shares, unvested outstanding, at end of year | 599,724 | 599,724 |
Number of Shares, vested outstanding, at end of year | 399,816 | 399,816 |
Weighted Average Exercise Price, Ending Balance | $ 11.55 | $ 11.55 |
New Publisher Partner Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, outstanding, at beginning of year | ||
Weighted Average Exercise Price, Ending Balance | $ 6.91 | |
Number of Shares, outstanding, at beginning of year | ||
Number of Shares, Forfeited | 9,800 | |
Number of Shares, outstanding at end of year | 9,800 | |
Weighted Average Remaining Contractual Life, Outstanding at ending of year | 4 years 1 month 24 days | |
Number of Shares, Exercisable at end of year | 1,084 | |
Weighted Average Exercise Price, Exercisable at end of year | $ 10.56 | |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 11 months 1 day | |
Number of Shares, not vested at end of year | 8,716 | |
Number of Shares, Available for future grants at end of year | 23,000 |
Summary of Stock-based Compensa
Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cost of revenue | $ 142,240 | $ 132,923 |
Selling and marketing | 74,245 | 72,489 |
General and administrative | 44,152 | 53,499 |
Total stock-based compensation | 19,060 | 31,345 |
Stock Based Compensation [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cost of revenue | 6,562 | 10,235 |
Selling and marketing | 1,659 | 2,772 |
General and administrative | 10,839 | 18,338 |
Total costs charged to operations | 19,060 | 31,345 |
Capitalized platform development | 1,016 | 1,884 |
Total stock-based compensation | 20,076 | 33,229 |
Restricted Stock [Member] | Stock Based Compensation [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cost of revenue | 2,092 | 3,730 |
Selling and marketing | 257 | 270 |
General and administrative | 6,372 | 9,067 |
Total costs charged to operations | 8,721 | 13,067 |
Capitalized platform development | ||
Total stock-based compensation | 8,721 | 13,067 |
Common Stock Awards [Member] | Stock Based Compensation [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cost of revenue | 4,460 | 6,505 |
Selling and marketing | 1,402 | 2,502 |
General and administrative | 3,457 | 7,776 |
Total costs charged to operations | 9,319 | 16,783 |
Capitalized platform development | 1,016 | 1,884 |
Total stock-based compensation | 10,335 | 18,667 |
ABG Warrants [Member] | Stock Based Compensation [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cost of revenue | 10 | |
Selling and marketing | ||
General and administrative | 1,010 | 1,495 |
Total costs charged to operations | 1,020 | 1,495 |
Capitalized platform development | ||
Total stock-based compensation | $ 1,020 | $ 1,495 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense (Details) - Stock Based Compensation [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 5,409 |
Weighted average period expected to be recognized (in years) | 1 year 5 months 12 days |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 1,191 |
Weighted average period expected to be recognized (in years) | 1 year 10 months 2 days |
Common Stock Awards [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 4,192 |
Weighted average period expected to be recognized (in years) | 1 year 3 months 29 days |
ABG Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 26 |
Weighted average period expected to be recognized (in years) | 2 years 3 days |
Stock_Based Compensation (Detai
Stock–Based Compensation (Details Narrative) - USD ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Nov. 02, 2023 | Jun. 30, 2023 | Feb. 28, 2023 | Feb. 28, 2023 | Nov. 22, 2022 | Mar. 18, 2022 | Mar. 14, 2024 | Jun. 30, 2023 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 09, 2024 | Jun. 02, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share based compensation arrangement options grants | 42,635 | 38,026 | 232,816 | 4,343,017 | |||||||||
Share based compensation incremental cost | $ 380,000 | $ 321,000 | $ 6,061,000 | ||||||||||
Issuance of common stock in connection with public offering | $ 30,490,000 | ||||||||||||
Share based compensation aggregate intrinsic value | $ 143,000 | ||||||||||||
Sharebased compensation arrangement by sharebased payment award options vested number of shares | 583,143 | ||||||||||||
Weighted average remaining contractual term | 5 years 3 months 10 days | ||||||||||||
Intrinsic value of stock option | $ 0 | ||||||||||||
Share price per share | $ 2.38 | ||||||||||||
Unvested restricted stock units | 450,560 | ||||||||||||
Accrued expenses and other | $ 489,000 | 755,000 | |||||||||||
Vested contractual term | 10 years | ||||||||||||
Unamortized costs | 209,000 | $ 216,000 | |||||||||||
Weighted Average Exercise Price, Granted | $ 8.82 | ||||||||||||
Original award repricing date | $ 5,918,000 | ||||||||||||
Sports Illustrated Licensing Agreement [Member] | ABG Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Intrinsic value of stock option | $ 0 | ||||||||||||
Fair market value of stock option | $ 2.38 | ||||||||||||
Sports Illustrated Licensing Agreement [Member] | ABG Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrant to purchase common stock | 999,540 | ||||||||||||
Common Stock [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Conversion of restricted stock units | 429,528 | 832,233 | |||||||||||
Issuance of common stock in connection with public offering | $ 42,000 | ||||||||||||
Sharebased compensation arrangement by sharebased payment award options vested number of shares | 24,515 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share based compensation arrangement options grants | 22,843 | ||||||||||||
Share price per share | $ 5 | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Conversion of restricted stock units | 222,396 | ||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Issuance of common stock in connection with public offering | $ 2,955,000 | 8,707,000 | |||||||||||
Unvested restricted stock units | 38,026 | 42,635 | |||||||||||
Vested contractual term | 10 years | ||||||||||||
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Conversion of restricted stock units | 295,000 | ||||||||||||
Common Stock Options [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share based compensation incremental cost | $ 284,000 | $ 68,000 | |||||||||||
Share price per share | $ 10.29 | $ 10.29 | |||||||||||
Unvested restricted stock units | 21,117 | 29,701 | |||||||||||
Number of shares, agreed to purchase | 45,632 | ||||||||||||
Common stock trading price | $ 8.82 | $ 8.82 | |||||||||||
Accrued expenses and other | $ 68,000 | ||||||||||||
Unamortized costs | $ 773,000 | $ 773,000 | |||||||||||
2022 Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares authorized to issue | 1,800,000 | 1,800,000 | |||||||||||
Share based compensation arrangement options grants | 287,993 | ||||||||||||
Aggregate grant date fair value | $ 610,000 | $ 7,194,000 | |||||||||||
Weighted-average grant-date fair value | $ 2.12 | $ 5.25 | |||||||||||
Common stock options vested | $ 10,000 | $ 1,507,000 | |||||||||||
Share based compensation aggregate intrinsic value | $ 10,155,000 | $ 12,694,000 | |||||||||||
Weighted average remaining contractual term | 5 years 21 days | ||||||||||||
Weighted Average Exercise Price, Granted | $ 4.22 | ||||||||||||
2022 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share based compensation arrangement options grants | 190,556 | ||||||||||||
Publisher Partner Warrant Program [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrant to purchase common stock | 4,154 | ||||||||||||
New Publisher Partner Warrant [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Intrinsic value of stock option | $ 0 | ||||||||||||
Fair market value of stock option | $ 2.38 |
Liquidated Damages (Details Nar
Liquidated Damages (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Liquidating damages payable | $ 583 | $ 1,140 |
Liquidated damages payable accrued interest percentage | $ 583 | 652 |
Series K Convertible Preferred Stock [Member] | ||
Liquidating damages payable | $ 488 |
Schedule of Income Taxes (Detai
Schedule of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State and local | (88) | (77) |
Total current tax (provision) benefit | (88) | (77) |
Federal | (57) | 985 |
State and local | (77) | 155 |
Total deferred tax (provision) benefit | (134) | 1,140 |
Total income tax (provision) benefit | $ (222) | $ 1,063 |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 52,353 | $ 51,023 |
Interest limitation carryforward | 10,028 | 5,444 |
Tax credit carryforwards | 264 | 264 |
Allowance for doubtful accounts | 388 | 757 |
Accrued expenses and other | 891 | 1,340 |
Lease termination | 1,017 | 1,869 |
Liquidated damages | 794 | 1,717 |
Unearned revenue | 5,148 | 3,744 |
Stock-based compensation | 7,229 | 6,931 |
Operating lease liability | 58 | 118 |
Depreciation and amortization | 4,146 | 3,706 |
Deferred tax assets | 82,316 | 76,913 |
Valuation allowance | (76,367) | (65,406) |
Total deferred tax assets | 5,949 | 11,507 |
Acquisition-related intangibles | (6,548) | (11,972) |
Total deferred tax liabilities | (6,548) | (11,972) |
Net deferred tax liabilities | $ (599) | $ (465) |
Schedule of Tax Benefit and Eff
Schedule of Tax Benefit and Effective Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal benefit expected at statutory rate | $ (11,626) | $ (14,375) |
Federal benefit expected at statutory rate, percentage | 21% | 21% |
State and local taxes, net of federal benefit | $ (2,526) | $ (3,429) |
State and local taxes, net of federal benefit, percentage | 4.60% | 5% |
Stock-based compensation | $ 3,472 | $ 3,894 |
Stock-based compensation, percentage | (6.30%) | (5.70%) |
Unearned revenue | $ (562) | $ (696) |
Unearned revenue percentage | 1% | 1% |
Interest expense | $ 62 | $ 56 |
Interest expense percentage | (0.10%) | (0.10%) |
Gain upon debt extinguishment | $ (760) | |
Gain upon debt extinguishment percentage | 0% | 0% |
Other differences, net | $ 678 | $ (997) |
Other differences, net percentage | (1.20%) | 1.60% |
Valuation allowance | $ 10,961 | $ 14,959 |
Valuation allowance percentage | (19.80%) | (21.90%) |
Other permanent differences | $ (237) | $ 285 |
Other permanent differences percentage | 0.40% | (0.40%) |
Income tax benefit and effective income tax rate | $ 222 | $ (1,063) |
Income tax benefit and effective income tax rate, percentage | (0.40%) | 1.60% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating losses expiration amount | $ 55,558 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 193,801 | $ 190,070 |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 145,968 | 133,419 |
Local [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 53,002 | $ 51,503 |
U.S Federal Tax [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 138,243 |
Pension Plans (Details Narrativ
Pension Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Pension 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 | $ 2,125 | $ 1,808 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||
Dec. 01, 2023 | Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 15, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 27, 2023 | Sep. 29, 2023 | Aug. 31, 2023 | Aug. 10, 2023 | Mar. 10, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||
Note purchase agreement description | (1) the 2023 Notes until paid in full; (2) then to the 2022 Bridge Notes until paid in full; (3) then to the Delayed Draw Terms Notes until paid in full; and (4) then to the Senior Secured Notes. All borrowings under the Notes are collateralized by substantially all assets of the Company secured by liens and guaranteed by the Company’s subsidiaries. The Notes provide for a default interest rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration of the Notes under certain conditions. The Notes provide for certain affirmative covenants, including certain financial reporting obligations. | |||||||||||
Debt instrument face amount | $ 184,000 | |||||||||||
Debt Instrument, Face Amount | $ 110,691,000 | |||||||||||
Paid in cash | 102,691,000 | |||||||||||
Interest on notes | $ 583,000 | 652,000 | ||||||||||
Issuance of common stock in connection with public offering | 30,490,000 | |||||||||||
Stock price | $ 8.25 | |||||||||||
Stock repurchase value | ||||||||||||
Restricted Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period, shares, issued for services | 764 | |||||||||||
Stock price | $ 88 | |||||||||||
Proceeds from repurchase of restricted stock | $ 67,000 | |||||||||||
Repurchase restricted stock awards in connection with HubPages merger, shares | 26,214 | |||||||||||
Mr. Edmonson [Member] | Restricted Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock repurchase value | $ 269,000 | |||||||||||
Repurchase restricted stock awards in connection with HubPages merger, shares | 3,056 | |||||||||||
Stock Purchase Agreements [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from issuance of private placement | $ 1,232,000 | |||||||||||
Stock Purchase Agreements [Member] | H Hunt Allred [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of common stock in connection with public offering, shares | 64,000 | |||||||||||
Issuance of common stock in connection with public offering | $ 248,000 | |||||||||||
Stock Purchase Agreements [Member] | One Eighty Degree Capital Corp [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of common stock in connection with public offering, shares | 195,529 | |||||||||||
Issuance of common stock in connection with public offering | $ 759,000 | |||||||||||
Stock Purchase Agreements [Member] | Daniel Shribman [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of common stock in connection with public offering, shares | 25,773 | |||||||||||
Issuance of common stock in connection with public offering | $ 100,000 | |||||||||||
Stock Purchase Agreements [Member] | Ross Levinsohn [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of common stock in connection with public offering, shares | 25,773 | |||||||||||
Issuance of common stock in connection with public offering | $ 100,000 | |||||||||||
Stock Purchase Agreements [Member] | Paul Edmonson [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of common stock in connection with public offering, shares | 6,443 | |||||||||||
Issuance of common stock in connection with public offering | $ 25,000 | |||||||||||
BRiley Financial Inc [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 36,000,000 | |||||||||||
Allred Trust HHA [Member] | Stock Purchase Agreements [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of common stock in connection with public offering, shares | 32,000 | |||||||||||
Allred Trust NLA [Member] | Stock Purchase Agreements [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of common stock in connection with public offering, shares | 32,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period, shares, issued for services | 14,617 | |||||||||||
Debt instrument face amount | ||||||||||||
Issuance of common stock in connection with public offering, shares | 4,181,603 | |||||||||||
Issuance of common stock in connection with public offering | $ 42,000 | |||||||||||
Stock repurchase value | ||||||||||||
Repurchase restricted stock awards in connection with HubPages merger, shares | (26,214) | |||||||||||
B Riley [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | $ 1,000,000 | $ 5,000,000 | |||||||||
Paid in cash | $ 204,000 | 9,068,000 | $ 7,132,000 | |||||||||
Interest on notes | 2,797,000 | |||||||||||
Interest on notes | 2,797,000 | |||||||||||
Fee incurred | $ 2,440,000 | $ 357,000 | $ 2,440,000 | |||||||||
B Riley [Member] | Series H Convertible Preferred Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Preferred Stock issued onversion price | $ 7.26 | |||||||||||
Preferred Stock issued upon conversion | 134,550 | |||||||||||
B Riley [Member] | Direct Offering [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock price | $ 3.88 | $ 3.88 | ||||||||||
B Riley [Member] | Common Stock [Member] | Direct Offering [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of common stock in connection with public offering, shares | 1,009,021 | |||||||||||
Issuance of common stock in connection with public offering | $ 3,915,000 | |||||||||||
Purchasers [Member] | Stock Purchase Agreements [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock price | $ 3.88 | $ 3.88 | ||||||||||
Sale of stock, number of shares issued in transaction | 2,963,918 | 317,518 | ||||||||||
Common stock trading price | $ 3.88 | $ 3.88 | ||||||||||
B Riley FBR Inc [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period, shares, issued for services | 10,512,236 | |||||||||||
Debt instrument face amount | $ 30,485,000 | |||||||||||
Debt Instrument, Face Amount | $ 110,691 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
ABG-SI, LLC [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Royalty expense | $ 15,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 21, 2024 | Mar. 14, 2024 | Feb. 15, 2024 | Feb. 14, 2024 | Feb. 09, 2024 | Jan. 02, 2024 | Jan. 01, 2024 | Jun. 30, 2023 | Feb. 28, 2023 | Feb. 28, 2023 | Nov. 22, 2022 | Mar. 18, 2022 | Mar. 14, 2024 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 13, 2024 | Jan. 05, 2024 | |
Subsequent Event [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 110,691 | |||||||||||||||||
Performance based warrant vested | 583,143 | |||||||||||||||||
Preffered stock, par value | $ 0.01 | |||||||||||||||||
Purchase price | 2.38 | |||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||||||||||||
Company borrowed | $ 102,309 | |||||||||||||||||
Number of Shares, Granted | 42,635 | 38,026 | 232,816 | 4,343,017 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Performance based warrant vested | 24,515 | |||||||||||||||||
Shares issued | 4,181,603 | |||||||||||||||||
Issuance of common stock for restricted stock units, shares | 429,528 | 832,233 | ||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued | 5,000,000 | 378,292 | ||||||||||||||||
Preffered stock, par value | $ 0.0001 | |||||||||||||||||
Purchase price | $ 5 | |||||||||||||||||
Working capital | $ 25,000 | |||||||||||||||||
Company borrowed | $ 7,748 | |||||||||||||||||
Outstanding loan balance | $ 3,448 | |||||||||||||||||
Damage, value | $ 20,000 | |||||||||||||||||
Number of Shares, Granted | 22,843 | |||||||||||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Vested restricted stock units | 256,853 | |||||||||||||||||
Issuance of common stock for restricted stock units, shares | 295,000 | |||||||||||||||||
Subsequent Event [Member] | Members Of Board [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued | 36,608 | |||||||||||||||||
Subsequent Event [Member] | Former Employees [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued | 84,831 | |||||||||||||||||
Subsequent Event [Member] | Simplyfy Loan [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Interest rate | 10% | |||||||||||||||||
Subsequent Event [Member] | Fexy Studios [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Total installment amount | $ 2,478 | |||||||||||||||||
Total installment amount | $ 620 | |||||||||||||||||
Flexy put option description | (i) $2,225 pursuant to the put option where the Company gave the recipients of the contingent consideration a right to put their 274,692 shares of the Company’s common stock; (ii) $200 deferred payment due under the purchase agreement; and (iii) $53 in other costs and reimbursable transition expenses payable. | |||||||||||||||||
Subsequent Event [Member] | ABG Warrants [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Performance based warrant vested | 599,724 | |||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||||
Issuance of common stock for restricted stock units, shares | 222,396 | |||||||||||||||||
Arena Loan Agreement [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 110,691 | |||||||||||||||||
Arena Loan Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 2,797 | |||||||||||||||||
Licensing Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Exercise right termination amount | $ 3,750 | |||||||||||||||||
Termination fee | $ 45,000 | |||||||||||||||||
Transaction Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued | 25,000 | |||||||||||||||||
Preffered stock, par value | $ 0.0001 | |||||||||||||||||
Purchase price | $ 1,000 | |||||||||||||||||
Transaction Agreement [Member] | Subsequent Event [Member] | Preferred Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||||
Stock Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued | 60,000 | |||||||||||||||||
Purchase price | $ 3.86 | |||||||||||||||||
Business combination, consideration amount | $ 20,000 | |||||||||||||||||
Commitment fee percentage | 1.50% | |||||||||||||||||
Shares outstanding percentage | 79% | |||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||
Shares outstanding percentage | 6% | |||||||||||||||||
Subscription Agreement [Member] | Subsequent Event [Member] | Private Placement [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued | 5,555,555 | |||||||||||||||||
Purchase price | $ 2.16 | |||||||||||||||||
Shares outstanding percentage | 54.50% | |||||||||||||||||
Common stock, par value | $ 0.01 | |||||||||||||||||
Net proceeds from the Private Placement | $ 12,000 |